Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 17, 2022, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 20 million shares of the Company's outstanding common stock from time to time on the open market or in privately negotiated transactions. There is no expiration date for the repurchase program, and the timing and amount of repurchases under the program are determined by the Company's management based on market conditions and other factors. The repurchase program may be suspended or discontinued at any time by the Board of Directors. During the year-to-date period ended September 30, 2022, the Company purchased 6,000,000 shares of its common stock at an average share price of
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$62.67, including 2,000,000 shares at an average share price of $66.57 during the third quarter of 2022, leaving 14 million shares authorized for repurchase under the share repurchase program as of September 30, 2022.
The following table provides details about our share repurchases during the fiscal quarter ended September 30, 2022.
Period Total number
of shares
(or units)
purchased
Average price
paid per share
(or unit)
Total number
of shares (or units)
purchased
as part of publicly
announced plans or
programs Maximum number
(or approximate dollar
value) of shares
(or units) that may yet be
purchased under the
plans or programs
July 2 - July 31 — $ — N/A N/A
Aug 1 - Aug 31 2,000,000 66.57 2,000,000 14,000,000
Sep 1 - Sep 30 — — N/A N/A
Total 2,000,000 $ 66.57 2,000,000 14,000,000
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ITEM 6. EXHIBITS
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of Fortive Corporation (incorporated by reference to Exhibit 3.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2022, File No. 1-37654).
3.2 Amended and Restated Bylaws of Fortive Corporation (incorporated by reference to Exhibit 3.2 to Fortive Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, File No 1-37654).
10.1 Second Amended and Restated Credit Agreement, dated as of October 18, 2022, among Fortive Corporation, Bank of America, N.A., as Administrative Agent and USD Swing Line Lender, Bank of America, N.A., London Branch, as Alternative Currency Swing Line Lender, 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 October 20, 2022, File No. 1-37654).
10.2 364-Day Term Loan Credit Agreement, dated as of October 18, 2022, among Fortive Corporation, Bank of American, 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 October 20, 2022, File No. 1-37654).
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document (1) - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document (1)
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)
104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL and contained in Exhibit 101
(1) Exhibit 101 to this report includes the following documents formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets as of September 30, 2022 and December 31, 2021, (ii) Consolidated Condensed Statements of Earnings for the three and nine month periods ended September 30, 2022 and October 1, 2021, (iii) Consolidated Condensed Statements of Comprehensive Income for the three and nine month periods ended September 30, 2022 and October 1, 2021, (iv) Consolidated Condensed Statement of Changes in Equity for the three and nine month periods ended September 30, 2022 and October 1, 2021, (v) Consolidated Condensed Statements of Cash Flows for the nine month periods ended September 30, 2022 and October 1, 2021, and (vi) Notes to Consolidated Condensed Financial Statements.
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SIGNATURES
Pursuant to the requirements 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.
FORTIVE CORPORATION:
Date: October 26, 2022 By: /s/ Charles E. McLaughlin
Charles E. McLaughlin
Senior Vice President and Chief Financial Officer
Date: October 26, 2022 By: /s/ Christopher M. Mulhall
Christopher M. Mulhall
Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.