Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
Not applicable.
FORTIVE CORPORATION
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
| Page Number in Form 10-K | |
| Schedule: | |
| Valuation and Qualifying Accounts | 110 |
EXHIBIT INDEX
| 2.5 | Stock and Asset Purchase Agreement, dated as of June 6, 2018 and executed on September 20, 2018, between Ethicon and the Company | 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) | ||
| 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: 1-37654) | ||
| 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: 1-37654) | ||
| 3.3 | 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: 1-37654) | ||
| 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: 1-37654) | ||
| 4.2 | Specimen Certificate of the 5.00% Mandatory Convertible Preferred Stock, Series A | Incorporated by reference from Exhibit 4.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 29, 2018 (Commission File Number: 1-37654) | ||
| 10.1 | Employee Matters Agreement, dated as of July 1, 2016, by and between Fortive Corporation and Danaher Corporation | Incorporated by reference from Exhibit 10.2 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | ||
| 10.2 | Tax Matters Agreement, dated as of July 1, 2016, by and between Fortive Corporation and Danaher Corporation | Incorporated by reference from Exhibit 10.3 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | ||
| 10.3 | Intellectual Property Matters Agreement, dated as of July 1, 2016, by and between Fortive Corporation and Danaher Corporation | Incorporated by reference from Exhibit 10.4 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | ||
| 10.4 | DBS License Agreement, dated as of July 1, 2016, by and between Fortive Corporation and Danaher Corporation | Incorporated by reference from Exhibit 10.5 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | ||
| 10.5 | Tax Matters Agreement, dated as of October 1, 2018, by and among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp. | Incorporated by reference from Exhibit 10.2 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on October 1, 2018 (Commission file No. 1-33209) | ||
| 10.6 | Transition Services Agreement, dated as of October 1, 2018, by and among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp. | Incorporated by reference from Exhibit 10.3 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on October 1, 2018 (Commission File No. 1-33209) | ||
| 10.7 | Intellectual Property Cross-License Agreement, dated as of October 1, 2018, by and between Fortive Corporation and Altra Industrial Motion Corp. | Incorporated by reference from Exhibit 10.4 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on October 1, 2018 (Commission File No. 1-33209) |
| 10.8 | Employee Matters Agreement, dated as of March 7, 2018, by and among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp. | Incorporated by reference from Exhibit 10.4 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on October 1, 2018 (Commission File No. 1-33209) | ||
| 10.9 | Amended and Restated Credit Agreement, dated as of November 30, 2018, among Fortive Corporation and certain of its subsidiaries party thereto, Band of America, N.A., as Administrative Agent and 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 December 3, 2018 (Commission File Number 1-37654) | ||
| 10.10 | Credit Agreement, dated as of August 22, 2018, among Fortive Corporation, Bank of America, N.A., as Administrative Agent, 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 August 22, 2018 (Commission File Number: 1-37654) | ||
| 10.11 | Fortive Corporation 2016 Stock Incentive Plan, as amended and restated* | Incorporated by reference from Appendix B to Fortive Corporation’s Proxy Statement on Schedule 14A filed on April 16, 2018 (Commission File Number 1-37654) | ||
| 10.12 | Form of Fortive Corporation Performance Stock Unit Agreement* | Incorporated by reference from Exhibit 10.8 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||
| 10.13 | Form of Fortive Corporation Non-Employee Directors Restricted Stock Unit Agreement * | Incorporated by reference from Exhibit 10.9 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||
| 10.14 | Form of Fortive Corporation Restricted Stock Grant Agreement* | Incorporated by reference from Exhibit 10.13 to Amendment No. 2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number: 1-37654) | ||
| 10.15 | Form of Fortive Corporation Restricted Stock Unit Agreement* | Incorporated by reference from Exhibit 10.11 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||
| 10.16 | Form of Fortive Corporation Non-Employee Directors Stock Option Agreement* | Incorporated by reference from Exhibit 10.12 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||
| 10.17 | Form of Fortive Corporation Stock Option Agreement* | Incorporated by reference from Exhibit 10.13 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||
| 10.18 | Fortive Corporation Amended and Restated 2016 Executive Incentive Compensation Plan* | |||
| 10.19 | Fortive Corporation Severance and Change in Control Plan for Officers* | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K, filed on March 31, 2017 (Commission File Number: 1-37654) |
| 10.20 | Fortive Executive Deferred Incentive Program* | Incorporated by reference from Exhibit 10.10 to Fortive Corporation’s Current Report on Form 8-K filed on June 1, 2016 (Commission File Number: 1-37654) | ||
| 10.21 | Form of D&O Indemnification Agreement* | Incorporated by reference from Exhibit 10.10 to Amendment No. 2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number: 1-37654) | ||
| 10.22 | Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and James Lico* | Incorporated by reference from Exhibit 10.18 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||
| 10.23 | Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and Charles McLaughlin* | 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: 1-37654) | ||
| 10.24 | 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 September 29, 2017 (Commission File Number: 1-37654) | ||
| 10.25 | Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan | Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2017 (Commission File Number: 1-37654) | ||
| 10.26 | Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan Election Form | Incorporated by reference from Exhibit 10.3 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2017 (Commission File Number: 1-37654) | ||
| 10.27 | Offer of Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Chuck McLaughlin* | Incorporated by reference from Exhibit 10.6 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | ||
| 10.28 | Offer of Employment Letter, dated February 1, 2016, between TGA Employment Services LLC and Barbara Hulit* | 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: 1-37654) | ||
| 10.29 | Offer of Employment Letter, dated November 11, 2015 between TGA Employment Services LLC and William W. Pringle* | 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: 1-37654 | ||
| 10.30 | Offer of Employment Letter, dated February 10, 2016, between TGA Employment Services LLC and Martin Gafinowitz* | Incorporated by reference from Exhibit 10.9 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | ||
| 10.31 | Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests* |
| * | Indicates management contract or compensatory plan, contract or arrangement. |
| (1) | Exhibit 101 to this report includes the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2018 and 2017, (ii) Consolidated and Combined Statements of Earnings for the years ended December 31, 2018, 2017 and 2016, (iii) Consolidated and Combined Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016, (iv) Consolidated and Combined Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016, (v) Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 and (vi) Notes to Consolidated and Combined Financial Statements. |
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 exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K of any material plan of acquisition, disposition or reorganization set forth above.
SIGNATURES
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.
| FORTIVE CORPORATION | ||
| Date: February 27, 2019 | By: | /s/ JAMES A. LICO |
| James A. Lico | ||
| President and Chief Executive Officer |
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:
| Name, Title and Signature | Date | ||
| /s/ ALAN G. SPOON | February 27, 2019 | ||
| Alan G. Spoon | |||
| Chairman of the Board | |||
| /s/ FEROZ DEWAN | February 27, 2019 | ||
| Feroz Dewan | |||
| Director | |||
| /s/ JAMES A. LICO | February 27, 2019 | ||
| James A. Lico | |||
| President, Chief Executive Officer and Director | |||
| /s/ KATE D. MITCHELL | February 27, 2019 | ||
| Kate D. Mitchell | |||
| Director | |||
| /s/ MITCHELL P. RALES | February 27, 2019 | ||
| Mitchell P. Rales | |||
| Director | |||
| /s/ STEVEN M. RALES | February 27, 2019 | ||
| Steven M. Rales | |||
| Director | |||
| /s/ ISRAEL RUIZ | February 27, 2019 | ||
| Israel Ruiz | |||
| Director |
| Name, Title and Signature | Date | ||
| /s/ JEANNINE P. SARGENT | February 27, 2019 | ||
| Jeannine P. Sargent | |||
| Director | |||
| /s/ CHARLES E. MCLAUGHLIN | February 27, 2019 | ||
| Charles E. McLaughlin | |||
| Senior Vice President and Chief Financial Officer | |||
| /s/ EMILY A. WEAVER | February 27, 2019 | ||
| Emily A. Weaver | |||
| Chief Accounting Officer |
FORTIVE CORPORATION AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
($ in millions)
| Classification | Balance at Beginning of Period**(a)** | Charged to Costs & Expenses | Impact of Currency | Charged to Other Accounts**(b)** | Write Offs, Write Downs & Deductions | Balance at End of Period**(a)** | |||||||||||||||||
| Year Ended December 31, 2018: | |||||||||||||||||||||||
| Allowances deducted from asset accounts | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 66.5 | $ | 48.5 | $ | (0.8 | ) | $ | 2.5 | $ | (38.2 | ) | $ | 78.5 | |||||||||
| Year Ended December 31, 2017: | |||||||||||||||||||||||
| Allowances deducted from asset accounts | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 80.7 | $ | 37.5 | $ | 1.0 | $ | 2.1 | $ | (54.8 | ) | $ | 66.5 | ||||||||||
| Year Ended December 31, 2016: | |||||||||||||||||||||||
| Allowances deducted from asset accounts | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 75.6 | $ | 30.6 | $ | (0.7 | ) | $ | 0.1 | $ | (24.9 | ) | $ | 80.7 | |||||||||
| (a) Amounts include allowance for doubtful accounts classified as current and noncurrent. | |||||||||||||||||||||||
| (b) Amounts are related to businesses acquired. |
Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES