What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-26 · 39 added, 58 removed, 152 unchanged (39% of the section changed)

3 unchanged sentences

Management’s annual report on its internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) and the independent registered public accounting firm’s audit report on the effectiveness of the Company’s internal control over financial reporting are included in the Company’s financial statements for the year ended December 31, 2021 included in Item 8 of this Annual Report on Form 10-K, under the headings “Report of Management on Fortive Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,” respectively, and are incorporated herein by reference.

The Company completed the acquisitions of the ServiceChannel business on August 24, 2021 and Provation on December 27, 2021, collectively the “Acquired Businesses.” The Company has not yet fully incorporated the internal controls and procedures of the Acquired Businesses into the Company’s internal control over financial reporting, and as such, management excluded the Acquired Businesses from its assessment.

The Company has included goodwill and other intangible assets of the Acquired Businesses in this assessment.

The assets and revenues of the Acquired Businesses excluded from management’s assessment of internal controls constituted 1% of the Company’s total assets as of December 31, 2021 and 1% of the Company’s total revenues for the year ended December 31, 2021, respectively.

There have been no changes in our internal control over financial reporting that occurred during the most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1 unchanged sentence

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

2 unchanged sentences

Code of Ethics

We have adopted a code of business conduct and ethics for directors, officers (including Fortive’s principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Standards of Conduct.

The Standards of Conduct are available in the “Investors - Corporate Governance” section of our website at www.fortive.com.

We intend to disclose any amendment to the Standards of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Standards of Conduct granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any of our other executive officers, in the “Investors - Corporate Governance” section of our website, at www.fortive.com, within four business days following the date of such amendment or waiver.

The Fortive Code is available in the “Our Culture-Integrity & Compliance” section of our website at www.fortive.com.

We intend to disclose any amendment to the Fortive Code that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Fortive Code granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any of our other executive officers, in the

Table of Conten t s

“Our Culture-Integrity & Compliance” section of our website, at www.fortive.com, within four business days following the date of such amendment or waiver.

EXECUTIVE COMPENSATION

1 unchanged sentence

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference from the sections entitled Beneficial Ownership of Fortive Common Stock by Directors, Officers and Principal Shareholders, and Equity Compensation Plan Information in the Proxy Statement for our 2021 annual meeting.

The information required by this Item is incorporated by reference from the sections entitled Ownership of Our Stock, and Equity Compensation Plan Information in the Proxy Statement for our 2022 annual meeting.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

5 unchanged sentences

(1) Financial Statements.

The financial statements are set forth under “Item 8.

The financial statements, including the report of independent registered public accounting firm (PCAOB ID:

42 ), are set forth under “Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

10 unchanged sentences

Valuation and Qualifying Accounts 114

Table of Conten t s

EXHIBIT INDEX

Exhibit Number Description

2.1 Separation and Distribution Agreement, date d as of March 7, 2018, among Fortive Corporation, Stevens Holding Company, Inc.

and Altra Industrial Motion Corp.

Incorporated by reference from Exhibit 10.1 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018 (Commission File No.

2.2 Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018, among Fortive Corporation, Stevens Holding Company, Inc., Altra Industrial Motion Corp.

and McHale Acquisition Corp.

Incorporated by reference from Exhibit 2.1 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018 (Commission File No.

2.3 Transaction Agreement, dated as of July 30, 2018, by and among Athena SuperHoldCo, Inc., TLFN Holding II Company, Gilbarco Catlow LLC, Gryphon Merger Sub Inc., Genstar Capital VII, L.P., solely in its capacity as the Seller Representative, and Fortive Corporation, solely in its capacity as the Parent Guarantor

Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-K filed on July 31, 2018 (Commission File Number:

2.4 Stock and Asset Purchase Agreement, dated as of June 6, 2018, by and between Ethicon, Inc.

and Fortive Corporation

Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-k filed on September 21, 2018 (Commission File Number 1-37654)

2.1 Separation and Distribution Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation

Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number:

3.1 Amended and Restated Certificate of Incorporation of Fortive Corporation

Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 9, 2017 (Commission File Number:

3.2 Certificate of Designations of the 5.00% Mandatory Convertible Preferred Stock, Series A

Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 29, 2018 (Commission File Number:

2.2 Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018, among Fortive Corporation, Stevens Holding Company, Inc., Altra Industrial Motion Corp.

and McHale Acquisition Corp.

Incorporated by reference from Exhibit 2.1 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018 (Commission File Number:

3.1 Restated Certificate of Incorporation of Fortive Corporation

Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Quarterly Report on Form10-Q for the quarter ended July 2, 2021 (Commission File Number:

3.2 Amended and Restated Bylaws of Fortive Corporation

Incorporated by reference from Exhibit 3.2 to Fortive Corporation’s Current Report on Form 8-K filed on June 9, 2017 (Commission File Number:

4.1 Indenture, dated as of June 20, 2016, between Fortive Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee

Incorporated by reference from Exhibit 4.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 21, 2016 (Commission File Number:

4.2 Specimen Certificate of the 5.00% Mandatory Convertible Preferred Stock, Series A

Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 29, 2018 (Commission File Number:

4.2 Indenture, dated as of February 22, 2019, among Fortive Corporation, the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee

1 unchanged sentence

4.3 Description of Securities

Incorporated by reference to Exhibit 4.4 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File Number:

10.1 Amended and Restated Credit Agreement, dated as of November 30, 2018, among Fortive Corporation and certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the lenders referred to therein

6 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on February 28, 2020 (Commission File Number:

Table of Conten t s

10.4 Amendment No.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on April 30, 2020 (Commission File Number:

10.5 Term Loan Credit Agreement, dated as of March 1, 2019, among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein

Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on March 4, 2019 (Commission File Number:

10.5 Amendment No.

1 to Term Loan Credit Agreement, dated as of February 25, 2020, by and among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein

Incorporated by reference to Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K filed on February 28, 2020 (Commission File Number:

10.7 Amendment No.

2 to Term Loan Credit Agreement, dated as of April 24, 2020, by and among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein

Incorporated by reference to Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K filed on April 30, 2020 (Commission File Number:

10.8 Credit Agreement, dated as of September 29, 2020, by and among Vontier Corporation, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto

Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on September 30, 2020 (Commission File Number:

10.9 Employee Matters Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation

Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number:

10.10 Tax Matters Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation

Incorporated by reference to Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number:

10.11 Transition Services Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation

Incorporated by reference to Exhibit 10.3 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number:

10.12 Intellectual Property Matters Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation

Incorporated by reference to Exhibit 10.4 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number:

10.13 FBS License Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation

Incorporated by reference to Exhibit 10.5 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number:

10.14 Stockholder’s and Registration Rights Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation

Incorporated by reference to Exhibit 10.6 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number:

4 to Revolving Credit Agreement, dated as of October 5, 2021, by and among Fortive Corporation and certain of its subsidiaries from time to time party thereto, Bank of America, N.A., as Administrative Agent

10.6 364-Day Term Loan Credit Agreement, dated as of December 16, 2021, among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein.

Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on December 21, 2021 (Commission File Number:

10.7 Fortive Corporation 2016 Stock Incentive Plan, as amended and restated*

Incorporated by reference from Exhibit 10.15 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File Number:

10.8 Form of Fortive Corporation Performance Stock Unit Agreement*

13 unchanged sentences

Incorporated by reference from Exhibit 10.18 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number:

Table of Conten t s

10.15 Fortive Corporation Severance and Change in Control Plan for Officers*

10 unchanged sentences

10.20 Description of compensation arrangements for non-management directors*

Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2021 (Commission File Number:

10.21 Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan *

7 unchanged sentences

Incorporated by reference from Exhibit 10.22 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File Number:

10.33 Offer of Employment Letter, dated November 11, 2015 between TGA Employment Services LLC and William W.

Incorporated by reference from Exhibit 10.25 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number:

10.34 Offer of Employment Letter, dated October 26, 2015 between TGA Employment Services LLC and Stacey Walker*

10.25 Offer of Employment Letter, dated January 25, 2021 between TGA Employment Services LLC and Edward R.

10.26 Offer of Employment Letter, dated July 12, 2021 between TGA Employment Services LLC and Olumide Soroye*

Table of Conten t s

10.27 Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests*

Incorporated by reference from Exhibit 10.31 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number:

21.1 Subsidiaries of Registrant

12 unchanged sentences

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)

Table of Conten t s

104 Inline Cover page formatted as Inline XBRL and contained in Exhibit 101

3 unchanged sentences

The registrant agrees to furnish to the Commission supplementally upon request a copy of (i) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (ii) schedules or similar attachments omitted pursuant to Item 601(a)(5) of Regulation S-K.

Table of Conten t s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

President and Chief Executive Officer

Table of Conten t s

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:

2 unchanged sentences

Chairman of the Board

/s/ FEROZ DEWAN February 26, 2021

/s/ DAN COMAS February 28, 2022

/s/ SHARMISTHA DUBEY February 28, 2022

1 unchanged sentence

HAYES February 28, 2022

/s/ WRIGHT LASSITER February 28, 2022

Wright Lassiter

LICO February 28, 2022

1 unchanged sentence

MITCHELL February 28, 2022

/s/ MITCHELL P.

RALES February 26, 2021

/s/ STEVEN M.

RALES February 26, 2021

Name, Title and Signature Date

/s/ JEANNINE P.

7 unchanged sentences

Chief Accounting Officer

Table of Conten t s

FORTIVE CORPORATION AND SUBSIDIARIES

9 unchanged sentences

Allowances deducted from asset accounts

Allowance for doubtful accounts $ 26.4 $ 7.1 $ 1.2 $ 11.5 $ ( 3.7 ) $ 42.5

Allowance for credit losses $ 42.5 $ 7.1 $ ( 0.7 ) $ 2.0 $ ( 11.2 ) $ 39.7

Year Ended December 31, 2020:

Allowances deducted from asset accounts

Allowance for doubtful accounts $ 18.7 $ 12.2 $ ( 0.3 ) $ 0.6 $ ( 4.8 ) $ 26.4

Allowance for credit losses $ 26.4 $ 7.1 $ 1.2 $ 11.5 $ ( 3.7 ) $ 42.5

Year Ended December 31, 2019:

Allowances deducted from asset accounts

Allowance for doubtful accounts $ 11.0 $ 5.5 $ ( 0.3 ) $ 6.4 $ ( 3.9 ) $ 18.7

Allowance for credit losses $ 18.7 $ 12.2 $ ( 0.3 ) $ 0.6 $ ( 4.8 ) $ 26.4

(a) Amounts are related to businesses acquired.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures