Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in the “Risk Factors” section of our 2024 Annual Report on Form 10-K.
−Removed: Other than as provided below, there were no material changes during the quarter ended September 27, 2024 to the risk factors reported in the “Risk Factors” section of our 2023 Annual Report on Form 10-K.
−Removed: Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.
−Removed: On September 4, 2024, we announced our intention to separate into two independent, publicly traded companies (the “Separation”).
−Removed: The Separation, if effectuated, will create (i) a technology solutions company, retaining the Fortive name, with a
−Removed: portfolio of the brands currently operating under Fortive’s IOS and AHS business segments, focused on resilient, high-quality recurring growth by delivering productivity, safety, and reliability value to customers, and (ii) a global industrial company (“NewCo”) consisting of our brands currently operating under the PT segment with a focus on powerful secular growth trends by leveraging mission critical technologies in test and measurement, specialty sensors, and aerospace and defense subsystems.
−Removed: The Separation is expected to be structured in a tax-free manner for Fortive shareholders.
−Removed: The Company is targeting to complete the Separation by the fourth quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S.
−Removed: Internal Revenue Service with respect to the tax treatment of the transaction for U.S.
−Removed: federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.
−Removed: Our ability to effectuate the Separation, the structure of the Separation, and the anticipated benefits of the Separation may be adversely and materially impacted by adverse market conditions, possible delays in obtaining various tax rulings, regulatory approvals or clearances or otherwise satisfying the required conditions of the Separation, costs or inefficiencies associated with dis-synergies related to the Separation, uncertainty of the financial markets, our business performance, and unanticipated delays in establishing infrastructure or processes for NewCo.
−Removed: In addition, the costs and resources required to effectuate the Separation may be significantly higher than what we currently anticipate.
−Removed: Executing the Separation will also require significant time and attention from management, which could distract them from other tasks in operating our business and result in performance shortfalls.
−Removed: The pendency of the Separation could negatively impact the market price of our common stock, and even if the Separation is completed, we cannot assure you that the Separation will yield greater benefits to the Company and its shareholders than if the Separation had not occurred.
−Removed: Following the Separation, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the Separation not occurred.
−Removed: In addition, if the Separation is ultimately not consummated, the Company will have incurred costs, which may be significant, without realizing the anticipated benefits.
+Added: Other than as provided below, there were no material changes during the quarter ended March 28, 2025 to the risk factors reported in the “Risk Factors” section of our 2024 Annual Report on Form 10-K.
+Added: Trade relations between the United States and other countries, including the imposition of new or increased tariffs and related uncertainty thereof, could have a material adverse effect on our business and financial results.
+Added: We participate in various end markets outside the United States.
+Added: During 2024, sales outside the United States accounted for approximately 46% of our total sales for the year.
+Added: In addition, we have several facilities outside the United States, many of which serve multiple Fortive operating companies in manufacturing, distribution, product design, and selling, general and administrative functions.
+Added: There continues to be significant uncertainty about the future relationship between the United States and other countries, including with respect to trade policies, treaties, government regulations, sanctions, tariffs, and application thereof.
+Added: For example, in April 2025, the U.S.
+Added: government began imposing tariffs intended to address trade deficits and inconsistent economic treatment of importation between the United States and other countries.
+Added: In response, China, among others, has announced retaliatory tariffs against certain imports from the United States.
+Added: Although we are continuing to evaluate the impact of these evolving developments, we cannot provide any assurance about the ultimate outcome or impact of these developments or other changes in trade policies, including the imposition or application of new or increased tariffs between the United States and other countries.
+Added: Furthermore, changes to trade policies, retaliatory measures, or prolonged uncertainty in trade relationships negatively impact operations and financial results, including potential impairment of certain intangible assets, through resulting supply chain disruptions, delayed shipments, increased economic nationalism, negative macroeconomic conditions, and increased operational complexity and costs.
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.