Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
Not applicable.
FORTIVE CORPORATION
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
| Page Number in Form 10-K | |||||
| Schedule: | |||||
| Valuation and Qualifying Accounts | 118 |
EXHIBIT INDEX
| Exhibit Number | Description | |||||||||||||
| 2.1 | Separation and Distribution Agreement, dated as of March 7, 2018, among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp. | Incorporated by reference from Exhibit 10.1 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018 (Commission File No. 1-33209) | ||||||||||||
| 2.2 | Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018, among Fortive Corporation, Stevens Holding Company, Inc., Altra Industrial Motion Corp. and McHale Acquisition Corp. | Incorporated by reference from Exhibit 2.1 to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018 (Commission File No. 1-33209) | ||||||||||||
| 2.3 | Transaction Agreement, dated as of July 30, 2018, by and among Athena SuperHoldCo, Inc., TLFN Holding II Company, Gilbarco Catlow LLC, Gryphon Merger Sub Inc., Genstar Capital VII, L.P., solely in its capacity as the Seller Representative, and Fortive Corporation, solely in its capacity as the Parent Guarantor | Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-K filed on July 31, 2018 (Commission File Number: 1-37654) | ||||||||||||
| 2.4 | Stock and Asset Purchase Agreement, dated as of June 6, 2018, by and between Ethicon, Inc. and Fortive Corporation | Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-k filed on September 21, 2018 (Commission File Number 1-37654) | ||||||||||||
| 2.5 | Separation and Distribution Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation | Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number: 1-37654) | ||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Fortive Corporation | Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 9, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 3.2 | Certificate of Designations of the 5.00% Mandatory Convertible Preferred Stock, Series A | Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 29, 2018 (Commission File Number: 1-37654) | ||||||||||||
| 3.3 | Amended and Restated Bylaws of Fortive Corporation | Incorporated by reference from Exhibit 3.2 to Fortive Corporation’s Current Report on Form 8-K filed on June 9, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 4.1 | Indenture, dated as of June 20, 2016, between Fortive Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee | Incorporated by reference from Exhibit 4.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 21, 2016 (Commission File Number: 1-37654) | ||||||||||||
| 4.2 | Specimen Certificate of the 5.00% Mandatory Convertible Preferred Stock, Series A | Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K filed on June 29, 2018 (Commission File Number: 1-37654) | ||||||||||||
| 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 | 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 | Incorporated by reference to Exhibit 4.4 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File Number: 1-37654) | ||||||||||||
| 10.1 | Amended and Restated Credit Agreement, dated as of November 30, 2018, among Fortive Corporation and certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the lenders referred to therein | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on December 3, 2018 (Commission File Number 1-37654) | ||||||||||||
| 10.13 | FBS License Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation | Incorporated by reference to Exhibit 10.5 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number: 1-37654) | ||||||||||||
| 10.14 | Stockholder’s and Registration Rights Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation | Incorporated by reference to Exhibit 10.6 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number: 1-37654) | ||||||||||||
| 10.15 | Fortive Corporation 2016 Stock Incentive Plan, as amended and restated* | |||||||||||||
| 10.16 | Form of Fortive Corporation Performance Stock Unit Agreement* | Incorporated by reference from Exhibit 10.8 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.17 | Form of Fortive Corporation Non-Employee Directors Restricted Stock Unit Agreement * | Incorporated by reference from Exhibit 10.9 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.18 | Form of Fortive Corporation Restricted Stock Grant Agreement* | Incorporated by reference from Exhibit 10.13 to Amendment No. 2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number: 1-37654) | ||||||||||||
| 10.19 | Form of Fortive Corporation Restricted Stock Unit Agreement* | Incorporated by reference from Exhibit 10.11 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.20 | Form of Fortive Corporation Non-Employee Directors Stock Option Agreement* | Incorporated by reference from Exhibit 10.12 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.21 | Form of Fortive Corporation Stock Option Agreement* | Incorporated by reference from Exhibit 10.13 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.22 | Fortive Corporation Amended and Restated 2016 Executive Incentive Compensation Plan* | 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) | ||||||||||||
| 10.23 | Fortive Corporation Severance and Change in Control Plan for Officers* | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K, filed on March 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.24 | Fortive Executive Deferred Incentive Program* | Incorporated by reference from Exhibit 10.10 to Fortive Corporation’s Current Report on Form 8-K filed on June 1, 2016 (Commission File Number: 1-37654) | ||||||||||||
| 10.25 | Form of D&O Indemnification Agreement* | Incorporated by reference from Exhibit 10.10 to Amendment No. 2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number: 1-37654) | ||||||||||||
| 10.26 | Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and James Lico* | Incorporated by reference from Exhibit 10.18 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.27 | Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and Charles McLaughlin* | Incorporated by reference from Exhibit 10.19 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.28 | Description of compensation arrangements for non-management directors* | |||||||||||||
| 10.29 | Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan | Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.30 | Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan Election Form | Incorporated by reference from Exhibit 10.3 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.31 | Offer of Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Chuck McLaughlin* | Incorporated by reference from Exhibit 10.6 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | ||||||||||||
| 10.32 | Offer of Employment Letter, dated February 1, 2016, between TGA Employment Services LLC and Barbara Hulit* | Incorporated by reference from Exhibit 10.22 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File Number: 1-37654) | ||||||||||||
| 10.33 | Offer of Employment Letter, dated November 11, 2015 between TGA Employment Services LLC and William W. Pringle* | Incorporated by reference from Exhibit 10.25 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | ||||||||||||
| 10.34 | Offer of Employment Letter, dated October 26, 2015 between TGA Employment Services LLC and Stacey Walker* | |||||||||||||
| 10.35 | Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests* | Incorporated by reference from Exhibit 10.31 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-37654) | ||||||||||||
| 21.1 | Subsidiaries of Registrant | |||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| * | Indicates management contract or compensatory plan, contract or arrangement. | ||||
| (1) | Exhibit 101 to this report includes the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2020 and 2019, (ii) Consolidated Statements of Earnings for the years ended December 31, 2020, 2019, and 2018, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018, (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019, and 2018, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018 and (vi) Notes to Consolidated 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 similar attachments omitted pursuant to Item 601(a)(5) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FORTIVE CORPORATION | ||||||||
| Date: February 26, 2021 | By: | /s/ JAMES A. LICO | ||||||
| James A. Lico | ||||||||
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
| Name, Title and Signature | Date | ||||||||||
| /s/ ALAN G. SPOON | February 26, 2021 | ||||||||||
| Alan G. Spoon | |||||||||||
| Chairman of the Board | |||||||||||
| /s/ FEROZ DEWAN | February 26, 2021 | ||||||||||
| Feroz Dewan | |||||||||||
| Director | |||||||||||
| /s/ SHARMISTHA DUBEY | February 26, 2021 | ||||||||||
| Sharmistha Dubey | |||||||||||
| Director | |||||||||||
| /s/ REJJI P. HAYES | February 26, 2021 | ||||||||||
| Rejji P. Hayes | |||||||||||
| Director | |||||||||||
| /s/ JAMES A. LICO | February 26, 2021 | ||||||||||
| James A. Lico | |||||||||||
| President, Chief Executive Officer and Director | |||||||||||
| /s/ KATE D. MITCHELL | February 26, 2021 | ||||||||||
| Kate D. Mitchell | |||||||||||
| Director | |||||||||||
| /s/ MITCHELL P. RALES | February 26, 2021 | ||||||||||
| Mitchell P. Rales | |||||||||||
| Director | |||||||||||
| /s/ STEVEN M. RALES | February 26, 2021 | ||||||||||
| Steven M. Rales | |||||||||||
| Director | |||||||||||
| Name, Title and Signature | Date | ||||||||||
| /s/ JEANNINE P. SARGENT | February 26, 2021 | ||||||||||
| Jeannine P. Sargent | |||||||||||
| Director | |||||||||||
| /s/ CHARLES E. MCLAUGHLIN | February 26, 2021 | ||||||||||
| Charles E. McLaughlin | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
| /s/ CHRISTOPHER M. MULHALL | February 26, 2021 | ||||||||||
| Christopher M. Mulhall | |||||||||||
| Chief Accounting Officer |
FORTIVE CORPORATION AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
($ in millions)
| Classification | Balance at Beginning of Period | Charged to Costs & Expenses | Impact of Currency | Charged to Other Accounts**(a)** | Write Offs, Write Downs & Deductions | Balance at End of Period | |||||||||||||||||||||||||||||
| Year Ended December 31, 2020: | |||||||||||||||||||||||||||||||||||
| Allowances deducted from asset accounts | |||||||||||||||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 26.4 | $ | 7.1 | $ | 1.2 | $ | 11.5 | $ | (3.7) | $ | 42.5 | |||||||||||||||||||||||
| Year Ended December 31, 2019: | |||||||||||||||||||||||||||||||||||
| Allowances deducted from asset accounts | |||||||||||||||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 18.7 | $ | 12.2 | $ | (0.3) | $ | 0.6 | $ | (4.8) | $ | 26.4 | |||||||||||||||||||||||
| Year Ended December 31, 2018: | |||||||||||||||||||||||||||||||||||
| Allowances deducted from asset accounts | |||||||||||||||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 11.0 | $ | 5.5 | $ | (0.3) | $ | 6.4 | $ | (3.9) | $ | 18.7 | |||||||||||||||||||||||
| (a) Amounts are related to businesses acquired. In addition, the year ended December 31, 2020 includes an increase in the allowance for trade accounts receivables of $11.5 million recognized upon the adoption of ASU 2016-13 on January 1, 2020. |
Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES