4 unchanged sentences
Financial Statements and Supplementary Data, 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.
+Added: The Company completed four acquisitions in the IOS Segment during the year ended December 31, 2023, collectively “the IOS Acquisitions”.
+Added: The Company has not yet fully incorporated the internal controls and procedures of the IOS Acquisitions into the Company’s internal control over financial reporting, and as such, management excluded the IOS Acquisitions from its assessment.
+Added: The assets and revenues of the IOS Acquisitions excluded from management’s assessment of internal controls constituted less than 1% of the Company’s total assets as of December 31, 2023 and less than 1% of the Company’s total revenues for the year ended December 31, 2023, 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.
12 unchanged sentences
There are no gross revenues or net profits directly associated with these activities with the FSB, and neither the Company nor any of its subsidiaries distribute or sell products or provide services to the FSB.
+Added: Disclosures Pursuant to Section 10(b) of the Securities Exchange Act of 1934
+Added: During the fourth quarter ended December 31, 2023, no directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Directors and Corporate Governance in the Proxy Statement for our 2023 annual meeting and to the information under the caption “Information about our Executive Officers” in Part I hereof.
+Added: Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Directors and Corporate Governance and Delinquent Section 16(a) Reports in the Proxy Statement for our 2024 annual meeting and to the information under the caption “Information about our Executive Officers” in Part I hereof.
No nominee for director was selected pursuant to any arrangement or understanding between the nominee and any person other than the Company pursuant to which such person is or was to be selected as a director or nominee.
30 unchanged sentences
Exhibit Number Description
−Removed: 2.1 Separation and Distribution Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation
−Removed: 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 Restated Certificate of Incorporation of Fortive Corporation
5 unchanged sentences
4.2 Description of Securities
+Added: Incorporated by reference from Exhibit 4.2 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (Commission File Number:
+Added: 4.3 I ndenture, dated as of February 13, 2024, between Fortive Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trust ee
+Added: Incorporated by reference from Exhibit 4.1 to Fortive Corporation’s Current Report on Form 8-K filed on February 13, 2024 (Commission File Number:
+Added: 4.4 Supplemental Indenture No.1 , dated as of February 13, 2024, between Fortive Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee
+Added: Incorporated by reference from Exhibit 4.2 to Fortive Corporation’s Current Report on Form 8-K filed on February 13, 2024 (Commission File Number:
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 from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on October 20, 2022 (Commission File Number:
−Removed: 10.2 364-Day Term Loan Credit Agreement, dated as of October 18, 2022, among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein.
−Removed: Incorporated by reference to Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K filed on October 20, 2022 (Commission File Number:
+Added: 10.2 Term Loan Credit Agreement, dated as of December 7, 2023 , among Fortive Corporation, Sumitomo Mitsui Banking Corporation , as Administrative Agent, and the lenders referred to therein.
+Added: Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on December 12, 2023 (Commission File Number:
10.3 Fortive Corporation 2016 Stock Incentive Plan, as amended and restated*
26 unchanged sentences
Incorporated by reference from Exhibit 10.19 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number:
−Removed: 10.16 Description of compensation arrangements for non-management directors*
−Removed: 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:
+Added: 10.16 Description of C ompensation A rrangements for N on-management D irectors*
10.17 Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan *
7 unchanged sentences
Incorporated by reference from Exhibit 10.34 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File Number:
−Removed: 10.21 Offer of Employment Letter, dated January 25, 2021 between TGA Employment Services LLC and Patrick Murphy *
−Removed: Incorporated by reference from Exhibit 10.8 to Amendment No.
−Removed: 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number:
+Added: 10.21 Offer of Employment Letter, dated October 8, 2021 between TGA Employment Services LLC and Tamara Newcombe *
10.22 Offer of Employment Letter, dated July 12, 2021 between TGA Employment Services LLC and Olumide Soroye*
1 unchanged sentence
10.23 Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests*
+Added: Incorporated by reference from Exhibit 10.23 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (Commission File Number:
+Added: 10.24 Fortive Corporate Executive Officer Cash Severance Policy
+Added: Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s current report on Form 8-K, filed on March 2, 2023 (Commission File No.
21.1 Subsidiaries of Registrant
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97 Fortive Corporation Clawback Policy
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1)
56 unchanged sentences
Allowance for credit losses $ 42.5 $ 7.1 $ ( 0.7 ) $ 2.0 $ ( 11.2 ) $ 39.7
−Removed: (a) Amounts are related to businesses acquired.
−Removed: In addition, the year ended December 31, 2020 includes an increase in the allowance for trade accounts receivables of $ 11.5 million recognized upon the adoption of ASU 2016-13 on January 1, 2020.
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.