Fortive (FTV) 10-K risk factor changes: FY2019 vs FY2018

In addition, in certain of our [removed: businesses] [added: businesses,] demand depends on customers’ capital spending budgets, and product and economic cycles can affect [added: the spending decisions of these entities.]

During [removed: 2018,] [added: 2019,] year-over-year sales from existing businesses grew [removed: at a low double-digit rate] [added: slightly] in China, and sales in China accounted for approximately [removed: 9%] [added: 8%] of our total sales for the [removed: year ended December 31, 2018.][added: year.]

There [removed: is currently] [added: continues to be] significant uncertainty about the future relationship between the United States and China, including with respect to trade policies, treaties, government regulations and tariffs.

There is a risk of [removed: further] escalation and retaliatory actions between the two countries.

[added: In addition, competition for] acquisitions may result in higher purchase prices.

| • | we may assume by acquisition or strategic relationship unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s [removed: activities. The] [added: activities and the] realization of any of these liabilities or deficiencies may [removed: increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations;] |

| • | in connection with acquisitions, we have recorded significant goodwill and other intangible assets on our balance [removed: sheet. If] [added: sheet and if] we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets; and |

[added: We cannot assure you that our] environmental, health and safety compliance program has been or will at all times be effective.

For additional information regarding these risks, please refer to Note 16 to the [removed: Consolidated and Combined Financial Statements.][added: consolidated financial statements.]

We cannot assure you that our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or adversely affect our reputation and financial [removed: statements or that we will not be subject to additional claims for personal injury or remediation in the future based on our past, present or future business activities.]

| • | we also have agreements to sell products and services to government entities and are subject to various statutes and regulations that apply to companies doing business with government entities. The laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing and other terms and conditions that are not applicable to private contracts. Our agreements with government entities may be subject to termination, reduction or modification at the convenience of the government or in the event of changes in government requirements, reductions in federal spending and other factors, and we may underestimate our costs of performing under the contract. Government contracts that have been awarded to us following a bid process could become the subject of a bid protest by a losing bidder, which could result in loss of the contract. We are also subject to investigation and audit for compliance with the requirements governing government contracts; [removed: and] |

| • | we are also required to comply with increasingly complex and changing data privacy regulations in multiple jurisdictions that regulate the collection, use, protection and transfer of personal data, including the transfer of personal data between or among countries. [removed: Many of these foreign data privacy regulations (including] [added: In particular,] the General Data Protection Regulation [added: became] effective in the European Union in May [removed: 2018) are more stringent than those in] [added: 2018 and] the [removed: U.S.] [added: California Consumer Privacy Act became effective in January 2020.] We may also face audits or investigations by one or more domestic or foreign government agencies relating to our compliance with these regulations. An adverse outcome under any such investigation or audit could subject us to fines or other penalties. That or other circumstances related to our collection, use and transfer of personal data could cause a loss of reputation in the market and/or adversely affect our business and financial [removed: position.] [added: position;] |

Failure to comply (or any alleged or perceived failure to comply) with the regulations referenced above or any other regulations could result in civil and criminal, monetary and non-monetary penalties, and any such failure or alleged failure (or becoming subject to a regulatory enforcement investigation) could also damage our reputation, disrupt our business, limit our ability to manufacture, import, export and sell products and services, result in loss of customers and disbarment from selling to certain federal agencies and [added: cause us to incur significant legal and investigatory fees.]

International economic, political, legal, [removed: compliance] [added: compliance,] and business factors could negatively affect our financial statements.

In [removed: 2018,] [added: 2019,] approximately [removed: 45%] [added: 43%] of our sales were derived from customers outside the United States.

Since our growth strategy depends in part on our ability to further penetrate markets outside the United States and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the United States, particularly in high-growth [removed: markets.][added: markets, such as Eastern Europe, the Middle East, Africa, Latin America, and Asia.]

Our international [removed: business (and particularly] [added: business, including] our business in high-growth [removed: markets)] [added: markets outside the United States,] is subject to risks that are customarily encountered in non-U.S. operations, [added: as well as increased risks due to significant uncertainties related to political and economic changes,] including:

| • | changes in a country’s or region’s political or economic conditions, including changes in relationship with the United [removed: States;] [added: States, particularly with respect to China;] |

| • | trade protection measures, [added: increased trade barriers, imposition of significant tariffs on imports or exports,] embargoes and import or export restrictions and requirements; |

| • | unexpected changes in laws or regulatory requirements, including negative changes in tax [removed: laws;] [added: laws in the U.S. and in the countries in which we manufacture or sell our products;] |

As of December 31, [removed: 2018,] [added: 2019,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $8.6] [added: $12.2] billion.

[removed: Increased strength of the U.S. dollar increases the effective price of] our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices.

Sales and expenses of our non-U.S. businesses are also translated into U.S. dollars for reporting purposes and the strengthening or weakening of the U.S. dollar could result in unfavorable translation [added: effects.]

In addition, certain of our businesses [removed: may] transact in a currency other than the business’ functional currency, and movements in the transaction currency relative to the functional currency could also result in unfavorable exchange rate effects.

The TCJA represents one of the most significant overhauls to the [removed: US] [added: U.S.] federal tax code since 1986 according to the SEC.

[removed: In addition, further] [added: Further] guidance, regulations, and technical corrections pertaining to TCJA continue to be issued by the tax authorities, [removed: including those with] [added: some of which may have] retroactive application.

However, there can be no assurance that the retroactive applications of such new guidance, regulations or corrections issued by the tax authorities will not result in revisions to our prior interpretation of the corresponding provisions of TCJA that may have a material adverse effect on our financial [removed: results.][added: statements.]

If we determine to repatriate earnings from foreign jurisdictions that have been considered permanently [removed: re-invested] [added: reinvested] under existing accounting standards, it could also increase our effective tax rate.

As of December 31, [removed: 2018,] [added: 2019,] we had approximately [removed: $3.4] [added: $6.3] billion of long-term debt, including the current portion of long-term debt, on a consolidated basis.

We are subject to a variety of litigation and other legal and regulatory proceedings incidental to our business (or the business operations of previously owned entities), including claims for damages arising out of the use of products or services and claims relating to intellectual property matters, employment matters, [added: appropriate classification of franchisee relationship,] tax matters, commercial disputes, [added: disputes with our supplier or vendors,] competition and sales and trading practices, environmental matters, personal injury, insurance coverage and acquisition or divestiture-related matters, as well as regulatory investigations or enforcement.

The defense of these lawsuits may divert our management’s attention, we may incur significant expenses in defending these lawsuits, [added: we may experience disruption in supply or sales,] and we may be required to pay damage awards or settlements or become subject to equitable remedies that could adversely affect our operations and financial statements.

Our financial results are subject to fluctuations in the cost and availability of commodities [added: or components] that we use in our operations.

Prices for and availability of these components, raw materials and other [added: commodities have fluctuated significantly in the past.]

Any sustained interruption in the supply of these [removed: items] [added: items, including as a result of contractual disputes with suppliers or vendors,] could adversely affect our business.

In addition, due to the highly competitive nature of the industries that we serve, the cost-containment efforts of our customers and the terms of certain contracts we are party to, if commodity [added: or component] prices rise we may be unable to pass along cost increases through higher prices.

If we are unable to fully recover higher commodity [added: or component] costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, we could experience lower margins and profitability and our financial statements could be adversely affected.

In addition, some of our businesses purchase certain requirements from sole or limited source suppliers for reasons of quality assurance, cost effectiveness, [removed: availability] [added: availability, contractual obligations] or uniqueness of design.

If these or other suppliers encounter financial, [removed: operating] [added: operating, quality] or other difficulties or if our relationship with them changes, [added: including as a result of contractual disputes,] we might not be able to quickly establish or qualify replacement sources of supply.

The supply chains for our businesses could also be disrupted by supplier capacity constraints, [added: operational or quality issues,] bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health issues, war, terrorist actions, governmental actions and legislative or regulatory changes.

If any of these facilities, supply chains or systems were to experience a catastrophic loss, it could disrupt our operations, delay production and [added: shipments, result in defective products or services, damage customer relationships and our reputation and result in legal exposure and large repair or replacement expenses.]

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.

On September 4, 2019, we announced our intention to separate into two independent, publicly traded companies.

The separation, if effectuated, will create, (i) an industrial technology company, retaining the Fortive name, with a differentiated portfolio of growth-oriented businesses focused on connected workflow solutions that incorporate advanced sensors, instrumentation, software, data and analytics and (ii) a global industrial company (“Vontier”) consisting of our Transportation Technologies and Franchise Distribution platforms with a focus on growth opportunities in the rapidly evolving transportation and mobility markets.

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, uncertainty of the financial markets, our business performance and unanticipated delays in establishing infrastructure or processes for Vontier.

In addition, the cost and resources required to effectuate the separation may be significantly higher than what we currently anticipate.

In particular, there continues to be uncertainty about U.S. foreign trade policy with respect to China.

increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations;

statements or that we will not be subject to additional claims for personal injury or remediation in the future based on our past, present or future business activities.

| • | certain of our products are medical devices that are subject to regulation by the U.S. FDA, by other federal and state governmental agencies, by comparable agencies of other countries and regions, and by certain accrediting bodies. To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution and post-marketing surveillance of our products; and |

| • | we are also required to comply with ever changing labor and employment laws and regulations in multiple jurisdictions. These changes, including the California legislature’s recent passage of Assembly Bill 5 codifying a new independent contractor test, could negatively impact our business or financial position. |

Our principal markets outside the United States are in Europe and Asia.

| • | new conditions to, and possible restrictions of, existing free trade agreements; |

| • | epidemics, such as the coronavirus outbreak, that adversely impact travel, production or demand; |

| • | the impact of the U.K.’s exit from the E.U. (Brexit) on the Company’s business operations in the U.K. and Europe, which will vary depending on the final terms of the transition; |

Refer to Notes 2 and 7 to the consolidated financial statements for a description of our policies relating to goodwill and acquired intangibles.

Increased strength of the U.S. dollar increases the effective price of

The interest rates on our credit facilities may be impacted by the phase out of the London Interbank Offered Rate (“LIBOR”).

Pursuant to the terms of our credit facilities, the interest rate on our credit facilities may be based on LIBOR, which is in the process of being phased-out.

The FCA, which regulates LIBOR, has announced that it has commitments from panel banks to continue to contribute to LIBOR through the end of 2021, but that the FCA will not use its powers to compel contributions beyond such date.

Accordingly, there is considerable uncertainty regarding the publication of LIBOR beyond 2021 and it is not currently possible to determine precisely whether, or to what extent, the withdrawal and replacement of LIBOR would affect the Company; however, the implementation of alternative benchmark rates to LIBOR may have an adverse impact on the cost of our borrowings under our credit facilities.

We believe that a change in the statutory tax rate of any individual foreign country would not have a material effect on our financial statements given the geographic dispersion of our taxable income.

The OECD has issued significant global tax policy changes that include both expanded reporting as well as technical global tax policy changes.

Many countries in which we operate have implemented tax law and administrative changes that align with many aspects of the OECD policy guidelines.

We have taken comprehensive measures to address the requirements of these changes in global tax policy.

In addition, the OECD has announced additional guidance that will be forthcoming in 2020 that could materially impact the law for transfer pricing and permanent establishment taxation.

The Company will continue to monitor and evaluate the impact of these new OECD developments.

| | |

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Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date

This exclusive forum provision would not apply to claims brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

the spending decisions of these entities.

Substantial changes to U.S. foreign trade policy with respect to China have recently been implemented, including imposition of greater restrictions on international trade.

The United States has increased tariffs on certain goods imported into the United States from China, following which the Chinese government increased tariffs on certain goods imported into China from the United States.

In addition, competition for

We cannot assure you that our

cause us to incur significant legal and investigatory fees.

effects.

Because we have a wide range of statutory tax rates in the multiple jurisdictions in which we operate, any changes in our geographical source of earnings could materially impact our consolidated effective tax rate.

In addition, pursuant to the interpretive guidance in Staff Accounting Bulletin No. 118, we prepared and recorded tax accounting for the year ended December 31, 2017 applying tax laws in effect prior to the application of the provisions of the TCJA and recorded provisional estimates for all the effects of the TCJA, with adjustments to the provisional estimates recorded in 2018.

The OECD has issued a series of reports recommending changes to numerous long-standing tax principles, many of which are being adopted by various countries in which we do business.

commodities have fluctuated significantly in the past.

shipments, result in defective products or services, damage customer relationships and our reputation and result in legal exposure and large repair or replacement expenses.

Certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Danaher.

Because of their current or former positions with Danaher, certain of our executive officers and directors own equity interests in Danaher.

In addition, certain of our directors are currently serving on the Danaher board of directors.

Continuing ownership of shares of Danaher common stock and equity awards, or service as a director at both companies could create, or appear to create, potential conflicts of interest if we and Danaher face decisions that could have implications for both Danaher and us.

Potential liabilities may arise due to fraudulent transfer considerations, which would adversely affect our financial condition and our results of operations.

In connection with the Separation, Danaher undertook several corporate restructuring transactions which, together with the Separation, may be subject to federal and state fraudulent conveyance and transfer laws.

If, under these laws, a court were to determine that, at the time of the Separation, any entity involved in these restructuring transactions or the Separation:

| • | was insolvent; |

| • | was rendered insolvent by reason of the Separation; |

| • | had remaining assets constituting unreasonably small capital; or |

| • | intended to incur, or believed it would incur, debts beyond its ability to pay these debts as they matured, |

then the court could void the Separation, in whole or in part, as a fraudulent conveyance or transfer.

The court could then require our shareholders to return to Danaher some or all of the shares of our common stock issued in the distribution, or require Danaher or us, as the case may be, to fund liabilities of the other company for the benefit of creditors.

The measure of insolvency will vary depending upon the jurisdiction whose law is being applied.

Generally, however, an entity would be considered insolvent if the fair value of its assets was less than the fair value of its liabilities or if it incurred debt beyond its ability to repay the debt as that debt matures.

Fortive is a diversified industrial [added: technology] growth company comprised of Professional Instrumentation and Industrial Technologies segments and encompassing businesses that are recognized leaders in attractive markets.

Our well-known brands hold leading positions in [removed: advanced instrumentation] [added: field] solutions, [added: product realization, sensing technologies, health,] transportation [removed: technology, sensing,] [added: technologies,] and franchise [removed: distribution markets.][added: distribution.]

Our MD&A is divided into [removed: eight] [added: seven] sections:

On October 1, 2018, we completed the split-off of the A&S Business and have presented the results of operations of the A&S Business in our Consolidated [removed: and Combined] Statements of [removed: Income,] [added: Earnings,] and the related assets and liabilities in the Consolidated Balance Sheets as discontinued operations.

Refer to Note 4 to our consolidated [removed: and combined] financial statements for additional information on discontinued operations.

During [removed: 2018,] [added: 2019,] approximately [removed: 45%] [added: 43%] of our sales were derived from customers outside the United States.

As a diversified industrial [added: technology] growth company with global operations, our businesses are affected by worldwide, regional and industry-specific economic and political factors.

Our geographic and industry diversity, as well as the range of our products, [removed: software] [added: software,] and services, typically help limit the impact of any one industry or the economy of any single country (except for the United States) on our operating results.

Given the broad range of products manufactured, software and services [removed: provided] [added: provided,] and geographies served, we do not use any indices other than general economic trends to predict the overall outlook for the Company.

Our individual businesses monitor key competitors and customers, including [added: their sales,] to the extent [removed: possible their sales,] [added: possible,] to gauge relative performance and the outlook for the future.

As a result of our geographic and industry diversity, we face a variety of opportunities and challenges, including technological development in most of the markets we serve, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor [removed: force] [added: force,] and consolidation of our competitors.

We define high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin [removed: America] [added: America,] and Asia with the exception of Japan and Australia.

We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend in particular on our ability to expand our business across geographies and market segments, identify, [removed: consummate] [added: consummate,] and integrate appropriate acquisitions, develop innovative and differentiated new products, [removed: services] [added: services,] and software, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated environment.

In this report, references to sales from existing businesses refers to sales from operations calculated according to [removed: GAAP] [added: generally accepted accounting principles in the United States (“GAAP”)] but excluding (1) [removed: sales impacts] [added: the impact] from acquired [removed: businesses, (2) sales impacts from the Separation] [added: businesses] and [removed: (3)] [added: (2)] the impact of currency translation.

References to sales [removed: or operating profit] attributable to acquisitions or acquired businesses refer to GAAP sales [removed: or operating profit, as applicable,] from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales [removed: or operating profit, as applicable,] attributable to certain divested businesses or product lines not considered discontinued operations prior to the first anniversary of the divestiture.

The portion of sales attributable to the impact of currency translation is calculated as the difference between (a) the period-to-period change in sales (excluding sales [added: impact] from acquired [removed: businesses or the Separation)] [added: businesses)] and (b) the period-to-period change in sales (excluding sales [added: impact] from acquired [removed: businesses or the Separation)] [added: businesses)] after applying the current period foreign exchange rates to the prior year period.

Management believes that reporting the non-GAAP financial measure of sales from existing businesses provides useful information to investors by helping identify underlying growth trends in our business and facilitating [removed: easier] comparisons of our sales performance with our performance in prior and future periods and to our peers.

We exclude the effect of acquisitions and divestiture related items [removed: (including the impact of agreements with Danaher that were entered into or terminated in connection with the Separation)] because the nature, [removed: size] [added: size,] and number of such transactions can vary dramatically from period to period and between us and our peers.

We exclude the effect of currency translation from sales from existing businesses because [added: the impact of] currency translation is not under management’s control and is subject to volatility.

Management believes the exclusion of the effect of [removed: acquisition] [added: acquisitions] and [removed: divestiture (including Separation-related items)] [added: divestitures] and currency translation may facilitate [added: the] assessment of underlying business trends and may assist in comparisons of long-term performance.

While differences exist among our businesses, on an overall basis, demand for our hardware and software products, and services increased during [removed: 2018] [added: 2019] as compared to [removed: 2017] [added: 2018] resulting in aggregate year-over-year sales growth of [removed: 12.1%] [added: 13.4%] and sales growth from existing businesses of [removed: 4.1%.][added: 2.0%.]

Our continued application and deployment of the Fortive Business System including investments in sales growth initiatives and new product introductions, as well as increased demand in [removed: both high-growth and] developed markets and other business-specific factors discussed below contributed to overall sales growth from existing businesses.

In our Industrial Technologies segment, the liability shift related to enhanced credit card security requirements [added: for outdoor payment systems that is expected to occur] in [added: October 2020 in] the United States based on the Europay, [removed: Mastercard] [added: Mastercard,] and Visa (“EMV”) global standards is continuing to drive demand within our transportation technologies [removed: businesses.][added: platform.]

Geographically, sales from existing businesses grew at a [removed: mid-single] [added: low-single] digit rate in [removed: both high-growth and] developed markets [added: and were relatively flat in high growth markets] during [removed: 2018] [added: 2019] as compared to [removed: 2017.][added: 2018.]

Year-over-year sales from existing businesses grew at a [removed: mid-single] [added: high-single] digit rate in [removed: North] [added: Latin] America and [removed: Asia, with low double-digit] [added: grew at mid-single digit] rate [removed: growth] in [removed: China,] [added: North America,] while sales from existing businesses [removed: were flat] [added: declined at a low-double digit rate] in [added: India and at a low-single digit rate in] Western Europe.

We expect overall sales from existing businesses to continue to grow on a year-over-year basis during [removed: 2019;] [added: 2020;] however, we continue to monitor developments from macro-economic and geopolitical uncertainties, including global uncertainties related to governmental policies toward international trade, monetary and fiscal policies, including the current uncertainty about the future [added: trade] relationship between the United States and [removed: China with respect to trade policies, treaties, government regulations,] [added: China,] and [removed: tariffs,] [added: the impacts of the coronavirus,] as well as other factors identified in “Item 1A.

Completed [removed: Acquisitions][added: Acquisitions and Business Combinations]

We [removed: preliminarily] recorded [removed: approximately $429] [added: $435] million of goodwill related to the Gordian Acquisition.

We [removed: preliminarily] recorded [removed: approximately $1.1] [added: $1.2] billion of goodwill related to the Accruent Acquisition.

The businesses acquired complement existing units of [removed: both] our [removed: segments.][added: Professional Instrumentation segment.]

We preliminarily recorded an aggregate of [removed: $31] [added: $773] million of goodwill related to these acquisitions.

We recorded [removed: an aggregate of $1.04 billion] [added: $31 million] of goodwill related to these acquisitions.

The total consideration received was $2.7 billion and consisted of (i) $1.3 billion through a fully-subscribed exchange offer, in which we accepted and subsequently retired 15,824,931 shares of our own common stock from our stockholders in exchange for 35,000,000 shares of common stock of Stevens Holding Company, Inc.; (ii) $1.0 billion in cash paid to us for the direct sales of certain assets and liabilities of the A&S Business; (iii) [removed: $250.0] [added: $250] million as part of a non-cash debt-for-debt exchange that reduced outstanding indebtedness of Fortive, which is inclusive of accrued interest and fees; and (iv) $150 million in cash paid to us by Stevens Holding Company, Inc. as a dividend.

| | [removed: 2018 vs. 2017 | | | 2017] [added: 2019] vs. [removed: 2016] [added: 2018] | |

| Total revenue growth (GAAP) | [removed: 12.1 | % | | 7.0] [added: 13.4] | % |

| Existing businesses (Non-GAAP) | [removed: 4.1 | % | | 4.2] [added: 2.0] | % |

| Acquisitions [removed: (a)] (Non-GAAP) | [removed: 7.6 | % | | 2.5] [added: 13.2] | % |

| Currency exchange rates (Non-GAAP) | [removed: 0.4 | % | | 0.3] [added: (1.8] | [removed: %] [added: )%] |

Refer to [removed: —Professional] [added: Professional] Instrumentation and [removed: —Industrial] [added: Industrial] Technologies sections below for further discussion of year-over-year sales growth.

Operating profit margins were [removed: 18.3%] [added: 13.7%] for the year ended December 31, [removed: 2018,] [added: 2019,] a decrease of [removed: 160] [added: 460] basis points as compared to [removed: 19.9%] [added: 18.3%] in [removed: 2017.][added: 2018.]

The following discussion and analysis of Fortive’s (the “Company,” “we,” “our,” and “us”) financial condition and results of operations for the fiscal years ended December 31, 2019 and December 31, 2018 should be read in conjunction with Selected Consolidated Financial Data and our audited consolidated financial statements and the notes to those statements.

Discussion and analysis of our financial condition and results of operations for the year ended December 31, 2018 compared to December 31, 2017 is included under the heading “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed for the fiscal year ended December 31, 2018 with the Securities and Exchange Commission on February 28, 2019.

On September 4, 2019, we announced our intention to separate into two independent, publicly traded companies subject to the satisfaction of certain conditions, including obtaining final approval from our Board of Directors.

The separation will create (i) an industrial technology company, retaining the Fortive name, with a differentiated portfolio of growth-oriented businesses focused on connected workflow solutions that incorporate advanced sensors, instrumentation, software, data, and analytics and (ii) a global industrial company (“Vontier”) consisting of our Transportation Technologies and Franchise Distribution platforms with a focus on growth opportunities in the rapidly evolving transportation and mobility markets.

The separation is expected to be structured in a tax-efficient manner and completed in the second half of 2020.

All assets, liabilities, revenues and expenses of the businesses comprising Vontier are included in continuing operations in the accompanying consolidated financial statements.

On a year-over-year basis, our Industrial Technologies segment reported sales growth from existing businesses of 5.2%, while sales from existing businesses in our Professional Instrumentation segment declined slightly.

The decline in our Professional Instrumentation segment reflects slowing macroeconomic conditions across most major markets in 2019.

2019

*Advanced Sterilization Products*

On April 1, 2019 (the “Principal Closing Date”), we acquired the Advanced Sterilization Products business (“ASP”) of Johnson & Johnson, a New Jersey corporation (“Johnson & Johnson”) for an aggregate purchase price of $2.7 billion (the “Transaction”), subject to certain post-closing adjustments set forth in a Stock and Asset Purchase Agreement, dated effective as of June 6, 2018, between the Company and Ethicon, Inc., a New Jersey corporation (“Ethicon”) and a wholly owned subsidiary of Johnson & Johnson.

ASP engages in the research, development, manufacture, marketing, distribution and sale of low-temperature terminal sterilization and high-level disinfection products.

On the Principal Closing Date, we paid $2.7 billion in cash and obtained the transferred assets and assumed liabilities in 20 countries (“Principal Countries”), general patent and trademark assignments, and all transferred equity interests in ASP.

ASP has operations in an additional 39 countries (“Non-Principal Countries”).

The transferred assets and liabilities associated with these operations close when requirements of country-specific agreements or regulatory approvals are satisfied.

The $2.7 billion purchase price was paid in exchange for ASP’s businesses in both Principal and Non-Principal Countries.

As of December 31, 2019, we have closed 20 Principal Countries and four Non-Principal Countries that, in aggregate, accounted for approximately 98% of the preliminary valuation of ASP.

The remaining Non-Principal Countries represent approximately 2% of the preliminary valuation of ASP, or $50 million, which is included as a prepaid asset in Other assets in the Consolidated Balance Sheet.

As each Non-Principal Country closes, we will reduce the prepaid asset and record the fair value of the assets acquired and liabilities assumed.

In addition, the Company entered into a transition services agreement with Johnson & Johnson for certain administrative and operational services, and distribution agreements in the Non-Principal Countries that have not been closed.

Under the distribution agreements, ASP will sell finished goods to Ethicon at prices agreed by the parties.

ASP will recognize these sales as revenue when the conditions for revenue recognition are met.

Following the sale of finished goods by ASP, Ethicon obtains title of the finished goods, has full authority to sell and market the finished goods to end customers as it sees fit, and retains any revenue and profit from sale.

*Other Acquisitions and Investments*

In addition to the acquisition of ASP, during 2019, we acquired four businesses including Intelex Technologies, Pruftechnik, and Censis Technologies for total consideration of $1.2 billion in cash, net of cash acquired.

Additionally, we made an additional equity investment of $4 million.

*Combination of the Tektronix Video Business with Telestream*

On July 20, 2019, we completed the combination of the Tektronix Video test and monitoring equipment business (“Tektronix Video Business”) with Telestream, LLC (the “Combined Business”), a portfolio company of Genstar Capital LLC.

We recognized a pretax gain of $41 million upon the combination, and hold a 33% equity stake in the Combined Business.

This transaction did not meet the criteria for discontinued operations reporting, and therefore the operating results of the Tektronix Video Business prior to the combination with Telestream are included in continuing operations for all periods presented.

Additionally, the loss from our equity investment in the Combined Business is included in Other non-operating expenses, net in the accompanying Consolidated Statement of Earnings.

*Other Acquisitions*

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| | | |

| • | The incremental year-over-year net dilutive effect of acquisition-related transaction costs and transaction costs related to the planned separation of Fortive into two independent, publicly traded companies — unfavorable 120 basis points |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | |

| --- | --- |

| • | Separation from Danaher |

We completed the Separation from Danaher Corporation on July 2, 2016, the first day of our fiscal third quarter of 2016 (“the Separation”).

Before that date, Fortive was a wholly-owned subsidiary of Danaher and our businesses were comprised of certain Danaher operating units.

Danaher transferred these businesses to us prior to the Separation.

The Separation was completed in the form of a pro rata distribution by Danaher to its stockholders of record on June 15, 2016, of all of the outstanding shares of Fortive held by Danaher.

Fortive was incorporated in the state of Delaware on November 10, 2015 in order to facilitate the Separation.

Sales impacts from the Separation refer to sales to or from Danaher made under agreements entered into, or terminated, in connection with the Separation prior to the first anniversary of the Separation.

In addition, we exclude the impact of agreements that were terminated, or entered into, in connection with the Separation because we believe that excluding such impact may be useful to investors in assessing our operational performance independent of the impact on sales to or from Danaher resulting primarily from the Separation.

On a year-over-year basis, sales growth from existing businesses in the Professional Instrumentation segment was driven by strong demand in the businesses within both Advanced Instrumentation & Solutions and Sensing Technologies.

EMV is expected to continue to drive increased demand for dispensers and payment systems in 2019.

2017

During 2017, we acquired three businesses for total consideration of $1.56 billion in cash, net of cash acquired.

The aggregate annual sales of these businesses at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $389 million.

2016

During 2016, we acquired three businesses for total consideration of $190 million in cash, net of cash acquired.

The aggregate annual sales of these businesses at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $47 million.

We recorded an aggregate of $113 million of goodwill related to these acquisitions.

Pending Acquisition

On June 6, 2018, we made a binding offer to Ethicon, Inc., a subsidiary of Johnson & Johnson, to purchase its Advanced Sterilization Products (“ASP”) business for approximately $2.7 billion in cash.

On September 20, 2018, Ethicon, Inc. accepted our offer and countersigned the purchase agreement.

The transaction is expected to close after the end of the first quarter of 2019 and is subject to customary closing conditions.

ASP is a leading global provider of innovative sterilization and disinfection solutions and pioneered low-temperature hydrogen peroxide sterilization technology.

ASP’s products, which are sold globally, include the STERRAD system for sterilizing instruments and the EVOTECH and ENDOCLENS systems for endoscope reprocessing and cleaning.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (a) Includes the impact from both acquisitions and the Separation | | | | | |

Year-over-year operating profit margin comparisons were favorably impacted by:

Year-over-year operating profit margin comparisons were unfavorably impacted by:

| • | Acquisition-related transaction costs and acquisition-related restructuring — 75 basis points |

Operating profit margins were 19.9% for the year ended December 31, 2017, an increase of 20 basis points as compared to 19.7% in 2016.

| • | Higher 2017 sales volumes, incremental year-over-year cost savings associated with restructuring and productivity improvement initiatives, lower year-over-year intangible asset amortization due to certain intangible assets, primarily in our Professional Instrumentation segment, being fully amortized, costs associated with various growth investments made in 2016 and changes in currency exchange rates, net of the incremental year-over-year costs associated with various product development and sales and marketing growth investments and increased general and administrative costs required to operate as a stand-alone public company — 90 basis points |

| • | Acquisition-related transaction costs and acquisition-related restructuring — 30 basis points |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | 2018 | | | | 2017 | | | | 2016 | | |

| Germany | 234.7 | | | | 217.2 | | | | 180.5 | | |

| Operating profit | 749.6 | | | | 712.9 | | | | 645.1 | | |

| Operating profit as a % of sales | 20.5 | | % | | 22.7 | | % | | 22.3 | | % |

Our well-known brands hold leading positions in [removed: advanced instrumentation] [added: field] solutions, [added: product realization, sensing technologies, health,] transportation [removed: technology, sensing,] [added: technologies,] and franchise [removed: distribution markets.][added: distribution.]

[removed: Our commitment to] [added: Additionally,] FBS [removed: and goal of creating long-term shareholder value have] [added: has] enabled us to [removed: drive customer satisfaction and profitability, significant improvements in innovation, growth and operating margins, and disciplined acquisitions to] execute [added: a disciplined acquisition] strategy and expand our portfolio into new and attractive [removed: markets.][added: markets furthering our goal of creating long-term shareholder value.]

Fortive Corporation is a Delaware corporation and was incorporated in 2015 in connection with the separation of Fortive from Danaher Corporation (“Danaher” or “Former Parent”) on July 2, 2016 as an independent, publicly-traded company, listed on the New York Stock Exchange (the [removed: “Separation”).][added: “Danaher Separation”).]

Concurrently with [removed: such] [added: the] split-off, we sold directly to Altra the remainder of the assets and liabilities of [added: the] A&S Business that were not otherwise contributed to Stevens.

Product offerings [removed: span a wide range of formats - from] [added: include] advanced sensors [removed: to fit-for-purpose instrumentation to] [added: and instrumentation,] cloud-based IoT [removed: solutions to] [added: solutions, temperature-sensitive sterilization and disinfection systems,] vertical application workflow software, data and analytics to efficiently manage the full lifecycle of assets used in [removed: industrial facilities, educational institutions, public sector entities,] [added: industrial, medical, educational, governmental,] and commercial facilities.

Customers for these products and services include industrial service, installation and maintenance professionals, designers and manufacturers of electronic devices and instruments, medical [removed: technicians,] [added: technicians and health professionals,] safety professionals, commercial property owners, contractors, facility managers and other customers for whom precision, reliability, safety, compliance, integrated workflows and data analytics are critical in their specific applications.

We also offer products that are used in the design, development, manufacturing, testing and advanced calibration of products for [removed: electronics, industrial] [added: electronics] and [removed: media] [added: industrial] markets.

Our Professional Instrumentation segment consists of our Advanced Instrumentation & [removed: Solutions and] [added: Solutions,] Sensing [removed: Technologies] [added: Technologies, and Advanced Sterilization Products and Censis] businesses.

Our Advanced Instrumentation & Solutions business was primarily established through the acquisitions of Qualitrol in the 1980s, Fluke Corporation and Pacific Scientific Company in 1998, Tektronix and Invetech in 2007, Keithley Instruments in 2010, eMaint in 2016, Industrial Scientific and Landauer in 2017, Gordian and Accruent in [removed: 2018] [added: 2018, Intelex] and [added: Pruftechnik in 2019 and] numerous bolt-on acquisitions.

Field Solutions Our field solutions products include a variety of compact professional test tools, thermal imaging and calibration equipment for electrical, industrial, electronic and calibration applications, online condition-based monitoring equipment; portable gas detection equipment, consumables, and software as a service (SaaS) offerings including safety/user behavior, asset management, [added: environmental, health] and [added: safety (EHS) quality management and] compliance monitoring; subscription-based technical, analytical, and compliance services to determine occupational and environmental radiation exposure; and software, data analytics and services for critical infrastructure in utility, industrial, energy, construction, facilities management, public safety, mining, [added: EHS,] and healthcare applications.

The business also makes and sells instruments, controls and monitoring and maintenance systems used by maintenance departments in utilities and industrial facilities to monitor assets, [removed: including transformers, generators, motors and switchgear.]

Products are marketed under a variety of brands, including ACCRUENT, FLUKE, FLUKE BIOMEDICAL, FLUKE NETWORKS, GORDIAN, INDUSTRIAL SCIENTIFIC, [removed: LANDAUER] [added: INTELEX, LANDAUER, PRUFTECHNIK] and QUALITROL.

Our test, measurement and monitoring products are used in the design, [added: manufacturing and development of electronics, industrial, and other advanced technologies.]

Typical users of these products and services include research and development engineers who design, de-bug, monitor and validate the function and performance of electronic components, subassemblies and [removed: end-products, and video equipment manufacturers, content developers and broadcasters.][added: end-products.]

Competition in the Advanced Instrumentation & Solutions business is based on a number of factors, including the reliability, performance, ruggedness, ease of use, ergonomics and aesthetics of the product, the service provider’s relevant expertise with particular technologies and applications, as well as the other factors described under “-Competition.” Sales in the [removed: segment] [added: business] are generally made through independent distributors and direct sales personnel.

Our Sensing Technologies business offers devices that sense, monitor and control operational or manufacturing variables, such as temperature, pressure, level, flow, [removed: turbidity] [added: turbidity,] and conductivity.

Users of these products span a wide variety of industrial and manufacturing markets, including medical equipment, food and beverage, marine, industrial, off-highway vehicles, building [removed: automation] [added: automation,] and semiconductors.

Sales in the [removed: segment] [added: business] are generally made through direct sales personnel and independent distributors.

We offer a wide range of products spanning advanced environmental sensors, fueling equipment, field payment, hardware, remote management and workflow software, vehicle tracking and fleet management software, [removed: and] signaling solutions for traffic light [removed: control.][added: control and a range of tools for professional auto technicians and tire and wheel repair workshops.]

[removed: Our Transportation Technologies business originated with the acquisition of Veeder-Root in the 1980s and subsequently expanded] through additional acquisitions, including the acquisitions of Gilbarco in 2002, Navman Wireless in 2012, Teletrac in 2013, ANGI Energy Systems in 2014, Global Traffic Technologies in 2016, Orpak Systems in 2017 and numerous bolt-on acquisitions.

Typical users of these products include independent and company-owned retail petroleum stations, high-volume retailers, convenience stores, [added: and commercial vehicle fleets.]

Telematics Our telematics products include vehicle tracking and fleet management hardware and [removed: software solutions offered as] SaaS [added: solutions] that fleet managers use to position and dispatch vehicles, manage fuel consumption and promote vehicle safety, compliance, operating efficiency and productivity.

Customers in this line of business choose suppliers based on a number of factors, including product features, performance and functionality, the supplier’s geographic coverage and the other factors described under “-Competition.” Sales are generally made through independent distributors and our direct sales [removed: personnel][added: personnel.]

During [removed: 2018] [added: 2019] we had no raw material shortages that had a material effect on our business.

The following sets forth the unfulfilled orders [added: and annual average contract value of signed contracts for our software as a service product offering] attributable to each of our segments as of December 31 ($ in millions):

| Professional Instrumentation | $ | [removed: 747] [added: 780] | | | $ | [removed: 662] [added: 747] | |

| Industrial Technologies | [removed: 477] [added: 434] | | | | [removed: 471] [added: 477] | | |

| Total | $ | [removed: 1,224] [added: 1,214] | | | $ | [removed: 1,133] [added: 1,224] | |

We expect that a majority of the unfilled orders as of December 31, [removed: 2018] [added: 2019] will be delivered to customers within two to three months of such date.

Given the relatively short delivery periods and rapid inventory turnover that are characteristic of most of our products and the shortening of product life cycles, we believe that backlog in [removed: 2018] [added: 2019] is indicative of short-term revenue performance but not necessarily a reliable indicator of medium or long-term revenue performance.

As of December 31, [removed: 2018,] [added: 2019,] we employed approximately [removed: 24,000] [added: 25,000] persons, of whom approximately [removed: 12,500] [added: 13,000] were employed in the United States and approximately [removed: 11,500] [added: 12,000] were employed outside of the United States.

Of our United States employees, approximately [removed: 800] [added: 900] were hourly-rated, unionized employees.

Although the substantial majority of our revenue in [removed: 2018] [added: 2019] was from customers other than governmental entities, each of our segments has agreements relating to the sale of products to government entities.

For a discussion of the environmental laws and regulations that our operations, products and services are subject to and other environmental contingencies, please refer to Note 16 to the [removed: Consolidated and Combined Financial Statements] [added: consolidated financial statements] included in this Annual Report.

No customer accounted for more than 10% of consolidated sales in [added: 2019,] 2018, [removed: 2017] or [removed: 2016.][added: 2017.]

We [added: maintain an internet website at www.fortive.com where we] make available free of charge [removed: on the website] our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after filing such material with, or furnishing such material to, the SEC.

Our internet [removed: site] [added: website] and the information contained [removed: on] [added: on,] or [removed: connected to] [added: linked from,] that [removed: site] [added: website] are not incorporated by reference into this Form 10-K.

Our commitment to FBS has enabled us to drive customer satisfaction and profitability, generate significant improvements in innovation, growth, and core operating margins.

On September 4, 2019, we announced our intention to separate into two independent, publicly traded companies subject to the satisfaction of certain conditions, including obtaining final approval from our Board of Directors.

The separation would create (i) an industrial technology company, retaining the Fortive name, with a differentiated portfolio of growth-oriented businesses focused on connected workflow solutions that incorporate advanced sensors, instrumentation, software, data and analytics, and (ii) a global industrial company (“Vontier”) consisting of our Transportation Technologies and Franchise Distribution platforms

with a focus on growth opportunities in the rapidly evolving transportation and mobility markets.

The separation is expected to be structured in a tax-efficient manner and completed in the second half of 2020.

Furthermore, we offer products, software and services used to provide critical sterilization and disinfection solutions to advance health, safety and compliance.

In addition, both Advanced Sterilization Products and Censis were acquired in 2019.

including transformers, generators, motors and switchgear.

Advanced Sterilization Products and Censis

Our Advanced Sterilization Products (“ASP”) business provides critical sterilization and disinfection solutions, including low-temperature hydrogen peroxide sterilization solutions for temperature-sensitive equipment, to advance infection prevention and patient safety in healthcare facilities.

Our Censis business provides subscription-based surgical inventory management systems to healthcare facilities to facilitate inventory management and regulatory compliance.

Competition in these businesses is based on a number of factors, including technology, scope of integrated functionality and solutions to address a broader range of hospital workflows, reliability, installed base of customers, and brand awareness, as well as the other factors described under “-Competition.” Products in this business are marketed under a variety of brands, including ASP, CENSIS, CENSITRAC, EVOTECH, STERRAD, and ENDOCLENS.

Sales in these businesses are generally made through direct sales personnel and independent distributors.

Our Transportation Technologies business originated with the acquisition of Veeder-Root in the 1980s and subsequently expanded

Tariffs affect our costs for impacted materials or components we import into the United States.

| | 2019 | | | | 2018 | | |

The Separation was effectuated through a pro-rata dividend distribution on July 2, 2016 of all of the then-outstanding shares of common stock of Fortive Corporation to the holders of common stock of Danaher as of June 15, 2016.

Our shareholders who participated in the exchange offer tendered approximately 15.8 million shares of our common stock in exchange for 35.0 million shares of Altra.

manufacturing and development of electronics, industrial, video and other advanced technologies.

and commercial vehicle fleets.

Automation & Specialty Components

Until the split-off of our A&S Business on October 1, 2018, the Automation & Specialty Components businesses, comprised of the A&S Business as well as our Hengstler and Dynapar businesses, was a platform in our Industrial Technologies segment.

The businesses that previously comprised the Automation and Specialty Components platform provide a wide range of electromechanical and electronic motion control products (including standard and custom motors, drives and controls), mechanical components (such as ball screws, linear bearings, clutches/brakes and linear actuators), supplemental braking systems for commercial vehicles, and automation products under a variety of brands, including DYNAPAR, HENGSTLER, JAKE BRAKE, KOLLMORGEN, PORTESCAP and THOMSON.

Following the split-off of the A&S Business from Fortive, the A&S Business merged with Altra Industrial Motion, Inc., with Dynapar and Hengstler businesses remaining with Fortive.

| | 2018 | | | | 2017 | | |

Backlog also includes the annual average contract value of signed contracts for our software as a service product offerings.

We maintain an internet website at www.fortive.com.

| [removed: ý] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[removed: |] For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018 | |][added: 2019]

| [removed: o] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[removed: |] Commission File [removed: Number 1-37654 | |][added: Number 1-37654]

| [removed: (State] [added: (State] or [removed: Other Jurisdiction of Incorporation] [added: other jurisdiction of incorporation] or [removed: Organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification Number)] [added: (I.R.S. employer identification number)] |

| 6920 Seaway Blvd [removed: Everett, WA] | | [removed: 98203] | [added: |]

| [removed: (Address] [added: (Address] of [removed: Principal Executive Offices)] [added: principal executive offices)] | | [removed: (Zip Code)] | [added: (Zip code) |]

Registrant’s telephone number, including area code: [removed: (425) 446] [added: (425) 446] - 5000

| Title of [removed: Each Class] [added: each class] | [added: Trading symbols] | Name of [removed: Each Exchange On Which Registered] [added: each exchange on which registered] |

| Common [removed: Stock $.01] [added: stock,] par value [added: $0.01 per share] | [added: FTV] | New York Stock Exchange |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large accelerated filer [added: |] x | | | | Accelerated filer [added: |] ¨ |

| Non-accelerated filer [added: |] ¨ | | (Do not check if a smaller reporting company) | | Smaller reporting company [removed: ¨] | [added: ☐ |]

| | | | | [added: |] Emerging growth company [removed: ¨] | [added: ☐ |]

Yes [removed: o] [added: ☐] No ý

As of February 21, [removed: 2019] [added: 2020] there were [removed: 334,631,235] [added: 336,415,264] shares of Registrant’s common stock outstanding.

The aggregate market value of common stock held by non-affiliates of the Registrant as of June [removed: 29, 2018] [added: 28, 2019] was [removed: $23.8] [added: $24.1] billion, based upon the closing price of the Registrant’s common stock on the New York Stock Exchange.

Part III incorporates certain information by reference from the Registrant’s proxy statement for its [removed: 2019] [added: 2020] annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end.

With the exception of the sections of the [removed: 2019] [added: 2020] Proxy Statement specifically incorporated herein by reference, the [removed: 2019] [added: 2020] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [removed: Information] [added: [Information] Relating to Forward-looking [removed: Statements] [added: Statements](#s3B4B470231A65A139E875E0A433CEC7A)] | | | [added: [2](#s3B4B470231A65A139E875E0A433CEC7A)] |

| | Item 1. | [removed: [Business](#sEC8A6246B8F057F29208D377FE7CFB48)] [added: [Business](#s4A5A9D806DCC5491A51CF2BFF2CCFB49)] | [removed: [2](#sEC8A6246B8F057F29208D377FE7CFB48)] [added: [2](#s4A5A9D806DCC5491A51CF2BFF2CCFB49)] |

| | Item 1A. | [Risk [removed: Factors](#sD6F7461AB0EB5EC4BFBB21EFC59FB039)] [added: Factors](#sC4DF0B17ECA7533790824A62FFAEBF6B)] | [removed: [8](#sD6F7461AB0EB5EC4BFBB21EFC59FB039)] [added: [8](#sC4DF0B17ECA7533790824A62FFAEBF6B)] |

| | Item 1B. | [Unresolved Staff [removed: Comments](#s7CC924C358D45D749B6ABCFBD813A591)] [added: Comments](#s665E95AF69C3576DA293C6D7BC2A52EC)] | [removed: [19](#s7CC924C358D45D749B6ABCFBD813A591)] [added: [20](#s665E95AF69C3576DA293C6D7BC2A52EC)] |

| | Item 2. | [removed: [Properties](#s02727A645FF45CA08D2529326188E205)] [added: [Properties](#s43547A86DBD75DAC9BD0F22E46C4722E)] | [removed: [19](#s02727A645FF45CA08D2529326188E205)] [added: [20](#s43547A86DBD75DAC9BD0F22E46C4722E)] |

| | Item 3. | [Legal [removed: Proceedings](#s2742BC067ADC58528B33914867D1F21F)] [added: Proceedings](#sE22B0990CF3253C4B6E551DC9D626CD2)] | [removed: [20](#s2742BC067ADC58528B33914867D1F21F)] [added: [21](#sE22B0990CF3253C4B6E551DC9D626CD2)] |

| | Item 4. | [Mine Safety [removed: Disclosures](#s2C2F24C8703352F0A4C950D101FB9970)] [added: Disclosures](#s57A6FC29D20455F78EC2A15DA25AC448)] | [removed: [20](#s2C2F24C8703352F0A4C950D101FB9970)] [added: [21](#s57A6FC29D20455F78EC2A15DA25AC448)] |

| | Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sC80F949BE5C957EA97F5A546796D7C19)] [added: Securities](#s2FC372352641528AAE5445BCA1932A36)] | [removed: [22](#sC80F949BE5C957EA97F5A546796D7C19)] [added: [23](#s2FC372352641528AAE5445BCA1932A36)] |

| | Item 6. | [Selected Financial [removed: Data](#s793C1C44CFF35A6095247B19E4FB7376)] [added: Data](#s0C137A11379657799438D50FE68F9C4D)] | [removed: [22](#s793C1C44CFF35A6095247B19E4FB7376)] [added: [23](#s0C137A11379657799438D50FE68F9C4D)] |

| | Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC441C1C8311D5FD8BAF3BDDCB5BC6967)] [added: Operations](#sCFA3407F1236571AA6A343C9A2EC0889)] | [removed: [23](#sC441C1C8311D5FD8BAF3BDDCB5BC6967)] [added: [23](#sCFA3407F1236571AA6A343C9A2EC0889)] |

| | Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sFB359B0FC5035E13A40D168F33F68F69)] [added: Risk](#s8625FF95CA305264A0A62BAAFC852DAD)] | [removed: [45](#sFB359B0FC5035E13A40D168F33F68F69)] [added: [44](#s8625FF95CA305264A0A62BAAFC852DAD)] |

| | Item 8. | [Financial Statements and Supplementary [removed: Data](#s8DD50E8E3E93567E91F161E74D100538)] [added: Data](#s5539AAC8650E54018ECCC5AB74902307)] | [removed: [46](#s8DD50E8E3E93567E91F161E74D100538)] [added: [45](#s5539AAC8650E54018ECCC5AB74902307)] |

| | Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s0DBD0ACCD1515EB8A90EA07C71F3C0AA)] [added: Disclosure](#sFC025DBEBD275AC6994E186BA91485D2)] | [removed: [101](#s0DBD0ACCD1515EB8A90EA07C71F3C0AA)] [added: [101](#sFC025DBEBD275AC6994E186BA91485D2)] |

| | Item 9A. | [Controls and [removed: Procedures](#s318BF99F92615EB0A170D96BD012006E)] [added: Procedures](#s8C3A6F50DF255CB596DBC4C326C6947D)] | [removed: [101](#s318BF99F92615EB0A170D96BD012006E)] [added: [101](#s8C3A6F50DF255CB596DBC4C326C6947D)] |

| | Item 9B. | [Other [removed: Information](#s15FF15C845D15FCB94289538D42D57F2)] [added: Information](#s594F9DCF2D3B5CD08F7939350E413E30)] | [removed: [101](#s15FF15C845D15FCB94289538D42D57F2)] [added: [101](#s594F9DCF2D3B5CD08F7939350E413E30)] |

| | Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sEA09184D82745A00BFBD0B29081ED772)] [added: Governance](#s980CCD2A28F557A693A951886749DD80)] | [removed: [101](#sEA09184D82745A00BFBD0B29081ED772)] [added: [101](#s980CCD2A28F557A693A951886749DD80)] |

| | Item 11. | [Executive [removed: Compensation](#s30CC9DC71A1C5A1B9E882274A6499B80)] [added: Compensation](#s94518396B7C557F1A2E63200C129FCE3)] | [removed: [102](#s30CC9DC71A1C5A1B9E882274A6499B80)] [added: [102](#s94518396B7C557F1A2E63200C129FCE3)] |

| | Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s0FE9C64FEE825A769D26BB8EF3E64C42)] [added: Matters](#s1B10786F9E115C888D228EC950E9CB1B)] | [removed: [102](#s0FE9C64FEE825A769D26BB8EF3E64C42)] [added: [102](#s1B10786F9E115C888D228EC950E9CB1B)] |

| | Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s20A8933EE87D5147BA36EFCDAF213DDA)] [added: Independence](#sB96B8C72A6DF5586961DCB8C87FCF481)] | [removed: [102](#s20A8933EE87D5147BA36EFCDAF213DDA)] [added: [102](#sB96B8C72A6DF5586961DCB8C87FCF481)] |

| | Item 14. | [Principal Accountant Fees and [removed: Services](#sBEE8C60B0DE05FEA84A1035FB3C8CD67)] [added: Services](#s47A11FA8FD7B52A291C92E366C8814CD)] | [removed: [102](#sBEE8C60B0DE05FEA84A1035FB3C8CD67)] [added: [102](#s47A11FA8FD7B52A291C92E366C8814CD)] |

| | Item 15. | [Exhibits and Financial [removed: Schedules](#s9828412EDCAC5C9BA1B9C5FFFD09C6CA)] [added: Schedules](#s1A9C347EC0F5532EB34B2C8AD5D72DF3)] | [removed: [103](#s9828412EDCAC5C9BA1B9C5FFFD09C6CA)] [added: [103](#s1A9C347EC0F5532EB34B2C8AD5D72DF3)] |

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____________

| Everett, | WA | | 98203 |

| 5% Mandatory convertible preferred stock, Series A, par value $0.01 per share | FTV. PRA | New York Stock Exchange |

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| | | [Information about our Executive Officers](#s810857778B3B518C944A70A43AD660E8) | [22](#s810857778B3B518C944A70A43AD660E8) |

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ý

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| | | [Executive Officers of the Registrant](#s97E9D99CDEF25A5AAB10F37BD51B9461) | [21](#s97E9D99CDEF25A5AAB10F37BD51B9461) |

As of December 31, [removed: 2018,] [added: 2019,] our facilities included approximately [removed: 90] [added: 80] significant facilities, which are used for manufacturing, distribution, warehousing, research and development, general administrative and/or sales functions.

Approximately [removed: 50] [added: 40] of these facilities are located in the United States in over 20 states and approximately 40 are located outside the United States in over 20 countries, including Canada and countries in Asia Pacific, [removed: Europe] [added: Europe,] and Latin America.

These facilities cover approximately [removed: 9] [added: 8] million square feet, of which approximately [removed: 6] [added: 5] million square feet are owned and approximately 3 million square feet are leased.

Particularly outside the United States, facilities may serve more than one business segment and may be used for multiple purposes, such as administration, sales, manufacturing, [removed: warehousing] [added: warehousing,] and/or distribution.

The [added: approximate] number of significant facilities by business segment is: Professional Instrumentation, [removed: 55;] [added: 45;] and Industrial Technologies, 35.

Please refer to Note [removed: 15] [added: 10] to the [removed: Consolidated and Combined Financial Statements] [added: consolidated financial statements] for additional information with respect to our lease commitments.

Set forth below are the names, ages, positions and experience of our executive officers as of February 27, [removed: 2019.][added: 2020.]

| James A. Lico | | [removed: 53] [added: 54] | | President and Chief Executive Officer | | 2016 |

| Patrick [removed: J. Byrne] [added: K. Murphy] | | 58 | | Senior Vice President | | 2016 |

| Martin Gafinowitz | | [removed: 60] [added: 61] | | Senior Vice President | | 2016 |

| Barbara B. Hulit | | [removed: 52] [added: 53] | | Senior Vice President | | 2016 |

| Charles E. McLaughlin | | [removed: 57] [added: 58] | | Senior Vice President – Chief Financial Officer | | 2016 |

| [removed: Patrick K. Murphy] [added: William W. Pringle] | | [removed: 57] [added: 52] | | Senior Vice President | | 2016 |

| [removed: William W. Pringle] [added: Stacey A. Walker] | | [removed: 51] [added: 49] | | Senior Vice President [added: – Human Resources] | | 2016 |

| Jonathan L. Schwarz | | [removed: 47] [added: 48] | | Vice President – [added: Strategy and] Corporate Development | | 2016 |

| Peter C. Underwood | | [removed: 49] [added: 50] | | Senior Vice President – General Counsel and Secretary | | 2016 |

[removed: Byrne] [added: Murphy] has served as a Senior Vice President of Fortive since July 2016.

Schwarz has served as Vice President, [added: Strategy and] Corporate Development of Fortive since [added: April 2019 and as Vice-President, Corporate Development from] July [removed: 2016.][added: 2016 to April 2019.]

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

EXECUTIVE OFFICERS OF THE REGISTRANT

| Raj Ratnakar | | 51 | | Vice President – Strategic Development | | 2016 |

| Stacey A. Walker | | 48 | | Senior Vice President – Human Resources | | 2016 |

| Emily A. Weaver | | 47 | | Vice President – Chief Accounting Officer | | 2016 |

Patrick J.

Prior to July 2016, Mr. Byrne served as President of Danaher’s Tektronix business from July 2014 to July 2016, after serving as Chief Technology Officer and Vice President-Strategy and Business Development for Danaher’s Test and Measurement segment from 2012 to July 2014.

Prior to joining Danaher, he served as Chief Executive Officer of Intermec Technologies, a manufacturer of automated identification and data capture equipment, from 2007 until 2012.

Murphy has served as Senior Vice President of Fortive since July 2016.

Raj Ratnakar has served as Vice President, Strategic Development of Fortive since July 2016.

Prior to July 2016, Mr. Ratnakar served as a Vice President-Strategic Development of Danaher from August 2012 to July 2016.

Prior to joining Danaher, he

served as Vice President and Head of Corporate Strategy for Tyco Electronics, a global technology company, from 2009 until August 2012.

Emily A.

Weaver has served as Vice President, Chief Accounting Officer of Fortive since July 2016.

Prior to July 2016, Ms. Weaver served as Vice President-Finance of Danaher from April 2013 to July 2016.

As of February 21, [removed: 2019,] [added: 2020,] there were approximately [removed: 2,400] [added: 2,300] holders of record of our common stock.

None.

None.

During the fiscal quarter ended December 31, 2018, we acquired the following shares of our common stock in connection with the split-off of the businesses in our automation and specialty platform (excluding our Hengstler and Dynapar businesses):

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| Period | | Total Number of Shares (or Units) Purchased (1) | | | Average Price Paid per Share (or Unit) | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |

| September 29, 2018 - October 28, 2018 | | 15,824,931 | | | (1 | ) | | 15,824,931 | | | N/A |

| October 29, 2018 - November 28, 2018 | | — | | | — | | | — | | | N/A |

| November 29, 2018 - December 31, 2018 | | — | | | — | | | — | | | N/A |

| Total | | 15,824,931 | | | | | | 15,824,931 | | | N/A |

| (1) On October 1, 2018, we completed the split-off of businesses in our automation and specialty platform (excluding our Hengstler and Dynapar businesses) (the “A&S Business”) to our shareholders who elected to exchange shares of our common stock for all issued and outstanding shares of Stevens Holding Company, Inc. (“Stevens”), the entity we incorporated to hold the A&S Business. The split-off was immediately followed by the merger of Stevens with a subsidiary of Altra Industrial Motion Corp. (“Altra”). Our shareholders who participated in the exchange offer tendered 15,824,931 shares of our common stock in exchange for 35,000,000 shares of Altra. | | | | | | | | | | | |

None

The following table sets forth the selected consolidated financial data for the five-years ended December 31, [removed: 2018.][added: 2019.]

Refer to Note 4 to the [removed: Consolidated and Combined Financial Statements] [added: consolidated financial statements] included in this report for additional information regarding discontinued operations.

This selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our [removed: Consolidated and Combined Financial Statements] [added: consolidated financial statements] and accompanying notes included in this report.

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Sales | $ | [removed: 6,452.7] [added: 7,320.0] | | | $ | [removed: 5,756.1] [added: 6,452.7] | | | $ | [removed: 5,378.2] [added: 5,756.1] | | | $ | [removed: 5,311.8] [added: 5,378.2] | | | $ | [removed: 5,838.8] [added: 5,311.8] | |

| Operating profit | [removed: 1,178.4] [added: 1,004.1] | | | | [removed: 1,143.0] [added: 1,178.4] | | | | [removed: 1,061.7] [added: 1,143.0] | | | | [removed: 1,081.5] [added: 1,061.7] | | | | [removed: 1,004.6] [added: 1,081.5] | | |

| Net earnings from continuing operations | [removed: 918.3] [added: 725.4] | | | | [removed: 884.3] [added: 918.3] | | | | [removed: 740.2] [added: 884.3] | | | | [removed: 737.6] [added: 740.2] | | | | [removed: 714.0] [added: 737.6] | | |

| Basic | [removed: 2.56] [added: 1.95] | | | | [removed: 2.54] [added: 2.56] | | | | [removed: 2.14] [added: 2.54] | | | | 2.14 | | | | [removed: 2.07] [added: 2.14] | | |

| Diluted | [removed: 2.52] [added: 1.93] | | | | [removed: 2.51] [added: 2.52] | | | | [removed: 2.13] [added: 2.51] | | | | [removed: 2.14] [added: 2.13] | | | | [removed: 2.07] [added: 2.14] | | |

| Common stock dividends declared and paid per share | 0.28 | | | | 0.28 | | | | [removed: 0.14] [added: 0.28] | | | | [removed: —] [added: 0.14] | | | | — | | |

| Preferred stock dividends declared and paid per share | [removed: 25.28] [added: 50.00] | | | | [removed: —] [added: 25.28] | | | | — | | | | — | | | | — | | |

| Assets of continuing operations | $ | [removed: 12,875.6] [added: 17,435.8] | | | $ | [removed: 9,629.6] [added: 12,875.6] | | | $ | [removed: 7,353.1] [added: 9,629.6] | | | $ | [removed: 6,377.9] [added: 7,353.1] | | | $ | [removed: 6,485.1] [added: 6,377.9] | |

| Assets of discontinued operations | [removed: 30.0] [added: 3.2] | | | | [removed: 871.0] [added: 30.0] | | | | [removed: 836.7] [added: 871.0] | | | | [removed: 832.7] [added: 836.7] | | | | [removed: 850.5] [added: 832.7] | | |

| Total assets | [removed: 12,905.6] [added: 17,439.0] | | | | [removed: 10,500.6] [added: 12,905.6] | | | | [removed: 8,189.8] [added: 10,500.6] | | | | [removed: 7,210.6] [added: 8,189.8] | | | | [removed: 7,335.6] [added: 7,210.6] | | |

| Current portion of long-term debt | [removed: 455.6] [added: 1,500.0] | | | | [removed: —] [added: 455.6] | | | | — | | | | — | | | | — | | |

| Long-term debt, net of current maturities | [removed: 2,974.7] [added: 4,828.4] | | | | [removed: 4,056.2] [added: 2,974.7] | | | | [removed: 3,358.0] [added: 4,056.2] | | | | [removed: —] [added: 3,358.0] | | | | — | | |

| Long-term debt | [removed: 3,430.3] [added: 6,328.4] | | | | [removed: 4,056.2] [added: 3,430.3] | | | | [removed: 3,358.0] [added: 4,056.2] | | | | [removed: —] [added: 3,358.0] | | | | — | | |

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Based on this assessment, management concluded that, as of December 31, [removed: 2018,] [added: 2019,] the Company’s internal control over financial reporting is effective.

The Company [added: completed the acquisitions of the Advanced Sterilization Products business (“ASP”) on April 1, 2019, Intelex Technologies on June 27, 2019, Pruftechnik on July 5, 2019, and Censis Technologies on October 31, 2019, collectively the “Acquired Businesses.” The Company] has not yet fully incorporated the internal controls and procedures of [removed: Gordian and Accruent] [added: the Acquired Businesses] into the Company’s internal control over financial reporting, and as such, management excluded [removed: Gordian and Accruent] [added: the Acquired Businesses] from its assessment of the effectiveness of the Company’s internal control over financial reporting as of and for the year ended December 31, [removed: 2018.][added: 2019.]

[removed: Collectively, Gordian and Accruent] [added: The Acquired Businesses] constituted less than [removed: 30%] [added: 25%] of the Company’s total assets as of December 31, [removed: 2018] [added: 2019] and less than [removed: 5%] [added: 10%] of the Company’s total revenues for the year ended December 31, [removed: 2018.][added: 2019.]

This report dated February 27, [removed: 2019] [added: 2020] appears on page [removed: 47] [added: 46] of this Form 10-K.

We have audited Fortive Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, Fortive Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

As indicated in the accompanying Report of Management on Fortive [removed: Corporation's] [added: Corporation’s] Internal Control Over Financial Reporting, [removed: management's] [added: management’s] assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Athena SuperHoldCo, Incorporated (“Accruent”)] [added: the Advanced Sterilization Products business (“ASP”), Intelex Technologies (“Intelex”), Pruftechnik,] and [removed: TGG Ultimate Holdings, Incorporated (“Gordian”),] [added: Censis Technologies (“Censis”)] which are included in the [removed: 2018] [added: 2019] consolidated [removed: and combined] financial statements of the Company.

Collectively, [removed: Accruent] [added: ASP, Intelex, Pruftechnik] and [removed: Gordian] [added: Censis] constituted less than [removed: 30%] [added: 25%] of the Company’s total assets as of December 31, [removed: 2018] [added: 2019] and less than [removed: 5%] [added: 10%] of the Company’s total revenues for the year [removed: ended December 31, 2018.][added: then ended.]

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: Accruent] [added: ASP, Intelex, Pruftechnik] and [removed: Gordian.][added: Censis.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Fortive Corporation and subsidiaries as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated [removed: and combined] statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 27, [removed: 2019] [added: 2020] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Fortive Corporation and subsidiaries (the Company) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated [removed: and combined] statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated [removed: and combined] financial statements”).

In our opinion, the consolidated [removed: and combined] financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, [removed: 2019] [added: 2020] expressed an unqualified opinion thereon.

| | [added: 2019 | | | |] 2018 | | | | 2017 | | |

| Cash and equivalents | $ | [removed: 1,178.4] [added: 1,205.2] | | | $ | [removed: 962.1] [added: 1,178.4] | |

| Accounts receivable less allowance for doubtful accounts of [removed: $54.9] [added: $59.8] million and [removed: $43.2] [added: $54.9] million at December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] respectively | [removed: 1,195.1] [added: 1,384.5] | | | | [removed: 1,020.5] [added: 1,195.1] | | |

| Inventories | [removed: 574.5] [added: 640.3] | | | | [removed: 506.7] [added: 574.5] | | |

| Prepaid expenses and other current assets | [removed: 193.2] [added: 455.6] | | | | [removed: 243.7] [added: 193.2] | | |

| Current assets, discontinued operations | [removed: 30.0] [added: 3.2] | | | | [removed: 203.8] [added: 30.0] | | |

| Total current assets | [removed: 3,171.2] [added: 3,688.8] | | | | [removed: 2,936.8] [added: 3,171.2] | | |

| Property, plant and equipment, net | [removed: 576.1] [added: 519.5] | | | | [removed: 610.4] [added: 576.1] | | |

| Other assets | [removed: 548.9] [added: 779.6] | | | | [removed: 469.5] [added: 548.9] | | |

| Goodwill | [removed: 6,133.1] [added: 8,399.3] | | | | [removed: 4,560.3] [added: 6,133.1] | | |

| Other intangible assets, net | [removed: 2,476.3] [added: 3,845.0] | | | | [removed: 1,256.4] [added: 2,476.3] | | |

| Total assets | $ | [added: 17,439.0 | | | $ |] 12,905.6 | | | $ | 10,500.6 | |

| Current portion of long-term debt | $ | [removed: 455.6] [added: 1,500.0] | | | $ | [removed: —] [added: 455.6] | |

| Trade accounts payable | [removed: 706.5] [added: 765.5] | | | | [removed: 629.0] [added: 706.5] | | |

| Accrued expenses and other current liabilities | [removed: 999.3] [added: 1,146.8] | | | | [removed: 815.3] [added: 999.3] | | |

| Current liabilities, discontinued operations | [removed: 30.7] [added: —] | | | | [removed: 158.0] [added: 30.7] | | |

| Total current liabilities | [removed: 2,192.1] [added: 3,467.2] | | | | [removed: 1,602.3] [added: 2,192.1] | | |

| Other long-term liabilities | [removed: 1,125.9] [added: 1,584.2] | | | | [removed: 969.7] [added: 1,125.9] | | |

| Long-term debt | [removed: 2,974.7] [added: 4,828.4] | | | | [removed: 4,056.2] [added: 2,974.7] | | |

| [removed: 5.0% Mandatory convertible preferred stock, series A:] [added: Preferred stock:] $0.01 par value, 15.0 million shares authorized; [added: 5.0% Mandatory convertible preferred stock, series A,] 1.4 million shares [added: designated,] issued and outstanding at December 31, [removed: 2018; no shares issued or outstanding at] [added: 2019 and] December 31, [removed: 2017] [added: 2018] | — | | | | — | | |

| Common stock: $0.01 par value, 2.0 billion shares authorized; [removed: 335.1] [added: 336.9] and [removed: 348.2] [added: 335.1] million issued; [removed: 334.5] [added: 336.0] and [removed: 347.8] [added: 334.5] million outstanding at December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] respectively | 3.4 | | | | [removed: 3.5] [added: 3.4] | | |

| Additional paid-in capital | [removed: 3,126.0] [added: 3,311.1] | | | | [removed: 2,444.1] [added: 3,126.0] | | |

| Retained earnings | [removed: 3,552.7] [added: 4,128.8] | | | | [removed: 1,350.3] [added: 3,552.7] | | |

| Accumulated other comprehensive income (loss) | [removed: (86.6] [added: (56.3] | | ) | | [removed: (7.6] [added: (86.6] | | ) |

| Total Fortive stockholders’ equity | [removed: 6,595.5] [added: 7,387.0] | | | | [removed: 3,790.3] [added: 6,595.5] | | |

| Noncontrolling interests | [removed: 17.4] [added: 13.2] | | | | [removed: 17.9] [added: 17.4] | | |

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

| *Description of the Matter* | Valuation of acquired intangible assets As more fully described in Note 3 to the consolidated financial statements, the Company completed several acquisitions during 2019 for net consideration of $3.9 billion. Auditing the accounting for the Company's 2019 acquisitions was complex and highly judgmental due to the significant estimation required in determining the fair value of customer relationships, trade names and technology acquired (collectively, “intangible assets”), which totaled $1.7 billion in aggregate. In particular, the estimated fair values were sensitive to significant assumptions such as the projected financial information and discount rate used in the valuation models, which are affected by expectations about future market and economic conditions. |

| *How We Addressed the Matter in Our Audit* | We tested controls over the measurement of the intangible assets acquired, including management’s review of the significant assumptions mentioned above and the completeness and accuracy of the data used in the measurements. To test the measurement of the intangible assets, we read the related purchase agreements, evaluated, among other things, whether (1) the valuation methodologies used were appropriate, (2) the significant assumptions, including discount rates, revenue growth rates, and projected free cash flow, used in valuing these intangibles were reasonable, and (3) the underlying data used by the Company in its analyses was appropriate. Specifically, when evaluating the assumptions related to the projected free cash flow, we compared the assumptions to the past performance of the acquired entities, the Company's history related to similar acquisitions, and the Company’s future plans for the acquired entities. We involved an internal specialist to assist in our completion of our audit procedures. |

| *Description of the Matter* | Accounting for unrecognized tax benefits The Company operates in a complex, multinational tax environment, and its effective tax rate is affected by implementation of global tax planning strategies, including those related to business acquisition structuring. The Company’s uncertain tax positions are subject to audit by taxing authorities in various jurisdictions, and the resolution of such audits may span multiple years. The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. As more fully described in Note 14 - Income Taxes, as of December 31, 2019, the Company’s gross unrecognized tax benefits were $214.9 million. Auditing the recognition and measurement of tax positions, including those related to business acquisitions and restructuring, was challenging because the measurement of the tax position is complex, highly judgmental and based on interpretations of tax laws and legal rulings. |

| *How We Addressed the Matter in Our Audit* | We tested controls over the Company’s process to assess the technical merits of tax positions, including management’s process to measure the benefits of those tax positions. In testing the measurement criteria, we involved our tax professionals to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with relevant tax authorities as well as evaluating their third-party income tax opinions or memorandums and application of case law, rulings or other relevant tax authority obtained or considered by the Company. To support our evaluation, among other things, we separately interviewed certain key external tax advisers of the Company. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We also evaluated the Company’s income tax disclosures included in Note 14 to the consolidated financial statements in relation to these matters. |

February 27, 2020

| Operating lease right-of-use assets | 206.8 | | | | — | | |

| Total assets | $ | 17,439.0 | | | $ | 12,905.6 | |

| Current operating lease liabilities | 54.9 | | | | — | | |

| Operating lease liabilities | 159.0 | | | | — | | |

| Non-operating expenses, net: | | | | | | | | | | | |

| Gains from acquisition and combination of business | 40.8 | | | | — | | | | 15.3 | | |

See the accompanying Notes to the Consolidated Financial Statements.

See the accompanying Notes to the Consolidated Financial Statements.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mandatory convertible preferred dividends | — | | | — | | | | — | | | — | | | | — | | | | (69.0 | | ) | | — | | | | — | | |

| Issuance of 0.875% senior convertible notes due 2022 | — | | | — | | | | | | | — | | | | 100.4 | | | | — | | | | — | | | | — | | |

| Change in noncontrolling interests | — | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | (4.2 | | ) |

| Balance, December 31, 2019 | 336.0 | | | $ | 3.4 | | | 1.4 | | | $ | — | | | $ | 3,311.1 | | | $ | 4,128.8 | | | $ | (56.3 | ) | | $ | 13.2 | |

See the accompanying Notes to the Consolidated Financial Statements.

| Gains from acquisition and combination of business | (40.8 | | ) | | — | | | | (15.3 | | ) |

See the accompanying Notes to the Consolidated Financial Statements.

BUSINESS OVERVIEW AND BASIS FOR PRESENTATION

Our test, measurement and monitoring products are used in the design, manufacturing and development of electronics, industrial, and other advanced technologies.

Users of these products span a wide variety of industrial and manufacturing markets, including medical equipment, food and beverage, marine, industrial, off-highway vehicles, building automation, and semiconductors.

Our Advanced Sterilization Products (“ASP”) business provides critical sterilization and disinfection solutions, including low-temperature hydrogen peroxide sterilization solutions for temperature-sensitive equipment, to advance infection prevention and patient safety in healthcare facilities.

Our Censis business provides subscription-based surgical inventory management systems to healthcare facilities to facilitate inventory management and regulatory compliance.

On September 4, 2019, we announced our intention to separate into two independent, publicly traded companies subject to the satisfaction of certain conditions, including obtaining final approval from our Board of Directors.

The separation will create (i) an industrial technology company, retaining the Fortive name, with a differentiated portfolio of growth-oriented businesses focused on connected workflow solutions that incorporate advanced sensors, instrumentation, software, data and analytics, and (ii) a global industrial company (“Vontier”) consisting of our Transportation Technologies and Franchise Distribution platforms with a focus on growth opportunities in the rapidly evolving transportation and mobility markets.

The separation is expected to be structured in a tax-efficient manner and completed in the second half of 2020.

All assets, liabilities, revenues and expenses of the businesses comprising Vontier are included in continuing operations in the accompanying consolidated financial statements.

Concurrently with such split-off, we sold directly to Altra the

Equity Method Investments—Investments and ownership interests are accounted for under equity method accounting if we have the ability to exercise significant influence, but don’t have a controlling financial interest.

We record our interest in the net earnings of our equity method investees within Other non-operating expenses, net in the Consolidated Statements of Earnings.

We record our interest in the net earnings of our equity method investments based on the most recently available financial statements of the investees.

The carrying amount of the investment in equity interests is adjusted to reflect our interest in net earnings and dividends received.

The Company completed the acquisition of TGG Ultimate Holdings, Inc. and its subsidiaries, including The Gordian Group, Inc. (“Gordian”) on July 27, 2018 and Athena SuperHoldCo, Inc., including Accruent, LLC (“Accruent”) on September 6, 2018.

February 27, 2019

| Other assets, discontinued operations | — | | | | 667.2 | | |

| Long-term liabilities, discontinued operations | — | | | | 64.2 | | |

| Non-operating income (expense): | | | | | | | | | | | |

| Gain from acquisition | — | | | | 15.3 | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, January 1, 2016 | — | | | $ | — | | | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,193.9 | | | $ | (14.4 | ) | | $ | 3.0 | |

| Recapitalization | 345.2 | | | 3.5 | | | | — | | | — | | | | — | | | | — | | | | (3.5 | | ) | | — | | | | — | | |

| Cash dividend paid to Former Parent | — | | | — | | | | — | | | — | | | | — | | | | — | | | | (3,000.0 | | ) | | — | | | | — | | |

| Change in noncontrolling interest | — | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14.8 | | |

| Non-cash adjustment to Net former Parent investment | — | | | — | | | | — | | | — | | | | 9.1 | | | | — | | | | — | | | | — | | | | — | | |

| Common stock-based award activity | 2.5 | | | 0.1 | | | | — | | | — | | | | 95.7 | | | | — | | | | — | | | | — | | | | — | | |

| Gain on acquisition | — | | | | (15.3 | | ) | | — | | |

| Payment of cash dividend to former Parent | — | | | | — | | | | (3,000.0 | | ) |

| Net transfers to former Parent | — | | | | — | | | | (301.4 | | ) |

BUSINESS OVERVIEW

Prior to the disposition, the A&S Business was reported in our Industrial Technologies segment.

Intangible assets with indefinite lives are not amortized.

We had no stock-based compensation plans prior to the Separation; however certain of our employees had participated in Danaher’s stock-based compensation plans (“Danaher Plans”).

The expense associated with our employees who participated in the Danaher Plans was allocated to us in the accompanying Consolidated and Combined Statements of Earnings for the period prior to the Separation.

As discussed in Note 13, for the periods prior to the Separation, current income tax liabilities are assumed to be immediately settled with Danaher and are relieved through Former Parent's Investment.

Income tax expense and other income tax related information contained in the consolidated and combined financial statements for the period prior to the Separation are presented as if we filed a separate tax return.

The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if we had been a standalone taxpayer for the periods prior to the Separation.

The calculation of our income taxes on a separate income tax return basis requires considerable judgment, estimates, and allocations.

| Balance, January 1, 2016 | $ | 51.2 | | | $ | (65.6 | ) | | $ | (14.4 | ) |

| Increase (decrease) | (123.8 | | ) | | (13.8 | | ) | | (137.6 | | ) |

We are currently evaluating the impact of this standard on our financial statements.

This standard is effective for us beginning January 1, 2020, with early adoption permitted.

The standard also requires lessees and lessors to disclose the amount, timing and uncertainty of cash flows arising from leases.

The accounting applied by a lessor is largely unchanged from the current standard.

In September 2017, the FASB issued ASU No. 2017-13, *Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)*, which provided additional implementation guidance on the previously issued ASU.

This standard is effective for us beginning January 1, 2019, and it also provides for certain practical expedients that we plan to elect.

In July 2018, the FASB issued ASU No. 2018-11, *Leases (Topic 842), Targeted Improvements,* which provides an additional transition method that allows the initial application of the lease standard at the adoption date using a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

We plan to adopt this standard on January 1, 2019 utilizing the new transition method.

Based on our efforts to date, we expect the recognition of the right-of-use asset and lease liability for our real estate and equipment leases will have a material impact on the Consolidated Balance Sheets, and we are still assessing the impact of this guidance on our recent acquisitions.

We do not expect this standard to have a material impact on our future Consolidated Statements of Earnings and do not expect the adoption of this guidance to impact our ability to comply with our debt covenants.

During 2016, we acquired three businesses for total consideration of $190 million in cash, net of cash acquired.

The aggregate annual sales of these businesses at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $47 million.

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, [removed: 2018] [added: 2019] 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 [added: completed the acquisitions of the Advanced Sterilization Products business (“ASP”) on April 1, 2019, Intelex Technologies on June 27, 2019, Pruftechnik on July 5, 2019, and Censis Technologies on October 31, 2019, collectively the “Acquired Businesses.” The Company] has not yet fully incorporated the internal controls and procedures of [removed: Gordian and Accruent] [added: the Acquired Businesses] into the Company’s internal control over financial reporting, and as such, management excluded [removed: Gordian and Accruent] [added: the Acquired Businesses] from its assessment of the effectiveness of the Company’s internal control over financial reporting as of and for the year ended December 31, [removed: 2018.][added: 2019.]

[removed: Collectively, Gordian and Accruent] [added: The Acquired Businesses] constituted less than [removed: 30%] [added: 25%] of the Company’s total assets as of December 31, [removed: 2018] [added: 2019] and less than [removed: 5%] [added: 10%] of the Company’s total revenues for the year ended December 31, [removed: 2018.][added: 2019.]

The Company completed the acquisitions of TGG Ultimate Holdings, Inc. and its subsidiaries, including The Gordian Group, Inc. (“Gordian”) on July 27, 2018 and Athena SuperHoldCo, Inc., including Accruent, LLC (“Accruent”) on September 6, 2018.

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Election of [removed: Directors of Fortive,] [added: Directors,] Corporate [removed: Governance] [added: Governance,] and [removed: Section] [added: Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance] [added: Reports] in the Proxy Statement for our [removed: 2019] [added: 2020] annual meeting and to the information under the caption [removed: “Executive Officers of the Registrant”] [added: “Information about our Executive Officers”] in Part I hereof.

The information required by this Item is incorporated by reference from the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, Executive [removed: Compensation,] [added: Compensation] Tables, Pay [removed: Ratio] [added: Ratio Disclosure,] and Director Compensation in the Proxy Statement for our [removed: 2019] [added: 2020] annual meeting (other than the Compensation Committee Report, which shall not be deemed to be “filed”).

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 [removed: Shareholders] [added: Shareholders,] and [removed: Approval of Amendments to the Fortive Corporation 2016 Stock Incentive Plan–– Equity] [added: Equity] Compensation Plan Information in the Proxy Statement for our [removed: 2019] [added: 2020] annual meeting.

The information required by this Item is incorporated by reference from the sections entitled Corporate Governance and Certain Relationships and Related Transactions in the Proxy Statement for our [removed: 2019] [added: 2020] annual meeting.

The information required by this Item is incorporated by reference from the section entitled Ratification of Independent Registered Public Accounting Firm in the Proxy Statement for our [removed: 2019] [added: 2020] annual meeting.

| Valuation and Qualifying Accounts | [removed: [110](#s032FF233A4B3522C8355A87E627295CB)] [added: [110](#s7E87BFD1F38751EF85C234CC160FADF2)] |

| [removed: 10.1] [added: 10.16] | | [removed: [Employee Matters Agreement, dated as] [added: [Form] of [removed: July 1, 2016, by and between Fortive Corporation and Danaher Corporation](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex102.htm)] [added: D&O Indemnification Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm)] | | Incorporated by reference from Exhibit [removed: 10.2] [added: 10.10] to Amendment No. [removed: 1] [added: 2] to Fortive Corporation’s Registration Statement on Form 10, filed on [removed: March 3,] [added: April 7,] 2016 (Commission File Number: 1-37654) |

| [removed: 10.2] [added: 10.22] | | [removed: [Tax Matters Agreement, dated as] [added: [Offer] of [removed: July 1, 2016, by and] [added: Employment Letter, dated November 16, 2015,] between [removed: Fortive Corporation] [added: TGA Employment Services LLC] and [removed: Danaher Corporation](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex103.htm)] [added: Chuck McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex106.htm)] | | Incorporated by reference from Exhibit [removed: 10.3] [added: 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) |

| [removed: 10.3] [added: 10.24] | | [removed: [Intellectual Property Matters Agreement, dated as] [added: [Offer] of [removed: July 1, 2016, by and] [added: Employment Letter, dated November 11, 2015] between [removed: Fortive Corporation] [added: TGA Employment Services LLC] and [removed: Danaher Corporation](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex104.htm)] [added: Patrick Murphy*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex108.htm)] | | Incorporated by reference from Exhibit [removed: 10.4] [added: 10.8] to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) |

| [removed: 10.4] [added: 10.9] | | [removed: [DBS License Agreement, dated as] [added: [Form] of [removed: July 1, 2016, by and between] Fortive Corporation [removed: and Danaher Corporation](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex105.htm)] [added: Restricted Stock Grant Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1013.htm)] | | Incorporated by reference from Exhibit [removed: 10.5] [added: 10.13] to Amendment No. [removed: 1] [added: 2] to Fortive Corporation’s Registration Statement on Form 10, filed on [removed: March 3,] [added: April 7,] 2016 (Commission File Number: 1-37654) |

| [removed: 10.5] [added: 10.2] | | [removed: [Tax Matters] [added: [Credit] Agreement, dated as of [removed: October 1,] [added: August 22,] 2018, [removed: by and] among Fortive Corporation, [removed: Stevens Holding Company, Inc.] [added: Bank of America, N.A., as Administrative Agent,] and [removed: Altra Industrial Motion Corp.](http://www.sec.gov/Archives/edgar/data/1374535/000119312518289671/d632961dex102.htm)] [added: the lenders referred to therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312518255151/d620248dex101.htm)] | | Incorporated by reference from Exhibit [removed: 10.2] [added: 10.1] to [removed: Altra Industrial Motion Corp.’s] [added: Fortive Corporation’s] Current Report on Form 8-K filed on [removed: October 1,] [added: August 22,] 2018 (Commission [removed: file No. 1-33209)] [added: File Number: 1-37654)] |

| [removed: 10.9] [added: 10.1] | | [Amended and Restated Credit Agreement, dated as of November 30, 2018, among Fortive Corporation and certain of its subsidiaries party thereto, [removed: Band] [added: Bank] of America, N.A., as Administrative Agent and Swing Line Lender, and the lenders referred to therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312518341138/d665431dex101.htm) | | 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) |

| [removed: 10.10] [added: 10.5] | | [removed: [Credit] [added: [Term Loan Credit] Agreement, dated as of [removed: August 22, 2018,] [added: March 1, 2019,] among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to [removed: therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312518255151/d620248dex101.htm)] [added: therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312519062417/d717451dex101.htm)] | | Incorporated by reference [removed: from] [added: to] Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on [removed: August 22, 2018] [added: March 4, 2019] (Commission File Number: 1-37654) |

| [removed: 10.11] [added: 10.6] | | [Fortive Corporation 2016 Stock Incentive Plan, as amended and restated*](http://www.sec.gov/Archives/edgar/data/1659166/000119312518118632/d502190ddef14a.htm#toc502190_63) | | 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) |

| [removed: 10.12] [added: 10.7] | | [Form of Fortive Corporation Performance Stock Unit Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex108.htm) | | 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) |

| [removed: 10.13] [added: 10.8] | | [Form of Fortive Corporation Non-Employee Directors Restricted Stock Unit Agreement *](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex109.htm) | | 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) |

| [removed: 10.14] [added: 10.12] | | [Form of Fortive Corporation [removed: Restricted] Stock [removed: Grant Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1013.htm)] [added: Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1013.htm)] | | Incorporated by reference from Exhibit 10.13 to [removed: Amendment No. 2 to] Fortive Corporation’s [removed: Registration Statement] [added: Annual Report] on Form [removed: 10, filed on April 7, 2016] [added: 10-K for the year ended December 31, 2017] (Commission File Number: 1-37654) |

| [removed: 10.15] [added: 10.10] | | [Form of Fortive Corporation Restricted Stock Unit Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1011.htm) | | 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) |

| [removed: 10.16] [added: 10.11] | | [Form of Fortive Corporation Non-Employee Directors Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1012.htm) | | 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 | | [removed: [Form of] [added: [Aircraft Time Sharing Agreement, dated July 18, 2016, between] Fortive Corporation [removed: Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1013.htm)] [added: and James Lico*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1018.htm)] | | Incorporated by reference from Exhibit [removed: 10.13] [added: 10.18] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) |

| [removed: 10.18] [added: 10.13] | | [Fortive Corporation Amended and Restated 2016 Executive Incentive Compensation [removed: Plan*](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1018.htm)] [added: Plan*](http://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1018.htm)] | | [added: 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: 1-37654)] |

| [removed: 10.19] [added: 10.14] | | [Fortive Corporation Severance and Change in Control Plan for Officers*](http://www.sec.gov/Archives/edgar/data/1659166/000119312517106559/d367740dex101.htm) | | 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) |

| [removed: 10.20] [added: 10.15] | | [Fortive Executive Deferred Incentive Program*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516609931/d152246dex1010.htm) | | 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) |

| [removed: 10.22] [added: 10.18] | | [Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and [removed: James Lico*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1018.htm)] [added: Charles McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1019.htm)] | | Incorporated by reference from Exhibit [removed: 10.18] [added: 10.19] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) |

| [removed: 10.23] [added: 10.25] | | [removed: [Aircraft Time Sharing Agreement,] [added: [Offer of Employment Letter,] dated [removed: July 18, 2016,] [added: November 11, 2015] between [removed: Fortive Corporation] [added: TGA Employment Services LLC] and [removed: Charles McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1019.htm)] [added: William W. Pringle*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1025.htm)] | | Incorporated by reference from Exhibit [removed: 10.19] [added: 10.25] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: [removed: 1-37654)] [added: 1-37654] |

| [removed: 10.24] [added: 10.19] | | [Description of compensation arrangements for non-management directors*](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex101.htm) | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 29, 2017] [added: June 28, 2019] (Commission File Number: 1-37654) |

| [removed: 10.25] [added: 10.20] | | [Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex102.htm) | | 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) |

| [removed: 10.26] [added: 10.21] | | [Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan Election Form](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex103.htm) | | 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) |

| [removed: 10.27] [added: 10.23] | | [Offer of Employment Letter, dated [removed: November 16, 2015,] [added: February 1, 2016,] between TGA Employment Services LLC and [removed: Chuck McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex106.htm)] [added: Barbara Hulit*](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1022.htm)] | | Incorporated by reference from Exhibit [removed: 10.6 to Amendment No. 1] [added: 10.22] to Fortive Corporation’s [removed: Registration Statement] [added: Annual Report] on Form [removed: 10, filed on March 3,] [added: 10-K for the year ended December 31,] 2016 (Commission File Number: 1-37654) |

| [removed: 10.28] [added: 10.26] | | [removed: [Offer] [added: [Form] of [removed: Employment Letter, dated February 1, 2016, between TGA Employment Services LLC] [added: Fortive Corporation] and [removed: Barbara Hulit*](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1022.htm)] [added: its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests*](http://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1031.htm)] | | Incorporated by reference from Exhibit [removed: 10.22] [added: 10.31] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2016] [added: 2018] (Commission File Number: 1-37654) |

| 21.1 | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex211.htm)] | | |

| 23.1 | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex231.htm)] | | |

| 31.1 | | [Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex311.htm)] | | |

| 31.2 | | [Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex312.htm)] | | |

| 32.1 | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex321.htm)] | | |

| 32.2 | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex322.htm)] | | |

| 101.SCH | | [added: Inline] XBRL Taxonomy Extension Schema Document (1) | | |

| 101.CAL | | [added: Inline] XBRL Taxonomy Extension Calculation Linkbase Document (1) | | |

| 101.DEF | | [added: Inline] XBRL Taxonomy Extension Definition Linkbase Document (1) | | |

| 101.LAB | | [added: Inline] XBRL Taxonomy Extension Label Linkbase Document (1) | | |

| 101.PRE | | [added: Inline] XBRL Taxonomy Extension Presentation Linkbase Document (1) | | |

| (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, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] (ii) Consolidated [removed: and Combined] Statements of Earnings for the years ended December 31, [added: 2019,] 2018, [removed: 2017] and [removed: 2016,] [added: 2017,] (iii) Consolidated [removed: and Combined] Statements of Comprehensive Income for the years ended December 31, [added: 2019,] 2018, [removed: 2017] and [removed: 2016,] [added: 2017,] (iv) Consolidated [removed: and Combined] Statements of Changes in Equity for the years ended December 31, [added: 2019,] 2018, [removed: 2017] and [removed: 2016,] [added: 2017,] (v) Consolidated [removed: and Combined] Statements of Cash Flows for the years ended December 31, [added: 2019,] 2018, [removed: 2017] and [removed: 2016] [added: 2017] and (vi) Notes to Consolidated [removed: 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 [removed: exhibits] [added: similar attachments] omitted pursuant to Item [removed: 601(b)(2)] [added: 601(a)(5)] of Regulation [removed: S-K of any material plan of acquisition, disposition or reorganization set forth above.][added: S-K.]

| Date: February 27, [removed: 2019] [added: 2020] | By: | /s/ JAMES A. LICO |

| /s/ ALAN G. SPOON | | February 27, [removed: 2019] [added: 2020] | |

| 4.3 | | [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](http://www.sec.gov/Archives/edgar/data/1659166/000119312519048296/d701628dex41.htm) | | Incorporated by reference to Exhibit 4.1 to Fortive Corporation’s Current Report on Form 8-K filed on February 22, 2019 (Commission File Number: 1-37654) |

| 4.4 | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex44.htm) | | |

| 10.3 | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of February 21, 2019, among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312519048296/d701628dex101.htm) | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on February 22, 2019 (Commission File Number: 1-37654) |

| 10.4 | | [Amendment No. 1 to Revolving Credit Agreement, dated as of February 21, 2019, among Fortive Corporation, Bank of America N.A., as Administrative Agent and a Swing Line Lender, and the lenders referred to therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312519048296/d701628dex102.htm) | | Incorporated by reference to Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K filed on February 22, 2019 (Commission File Number: 1-37654) |

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

| /s/ CHRISTOPHER M. MULHALL | | February 27, 2020 | |

| Christopher M. Mulhall | | | |

| Allowance for doubtful accounts | $ | 78.5 | | | $ | 63.7 | | | $ | (0.3 | ) | | $ | 1.5 | | | $ | (61.3 | ) | | $ | 82.1 | |

| | | | | |

| 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.](http://www.sec.gov/Archives/edgar/data/1374535/000119312518289671/d632961dex103.htm) | | 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.](http://www.sec.gov/Archives/edgar/data/1374535/000119312518289671/d632961dex104.htm) | | 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) |

| 10.21 | | [Form of D&O Indemnification Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm) | | 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) |

| 10.29 | | [Offer of Employment Letter, dated November 11, 2015 between TGA Employment Services LLC and William W. Pringle*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1025.htm) | | 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*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex109.htm) | | 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*](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1031.htm) | | |

| Director | | | |

| /s/ ISRAEL RUIZ | | February 27, 2019 | |

| Israel Ruiz | | | |

| /s/ EMILY A. WEAVER | | February 27, 2019 | |

| Emily A. Weaver | | | |

| Allowance for doubtful accounts | $ | 75.6 | | | $ | 30.6 | | | $ | (0.7 | ) | | $ | 0.1 | | | $ | (24.9 | ) | | $ | 80.7 | |