Fortive (FTV) 10-K risk factor changes: FY2021 vs FY2020

In particular, continued efforts to mitigate the spread of the [removed: virus] [added: virus, including new variants of the virus,] have caused us, our suppliers, and customers to [removed: reduce] [added: alter] commercial activities and utilization of facilities and manufacturing sites, adversely impacting [removed: demand for] our [removed: products and services, our] ability to [removed: source required materials and components, and our ability to] manufacture, sell, [added: transport] and service our products.

In addition, implementation of measures to help control the spread of the virus, including [removed: internal work-from-home policies to protect the health of our employees and community,] [added: vaccine mandates, remote work policies,] travel restrictions, [added: and] social distancing [removed: measures, and re-opening restrictions] [added: measures] have negatively impacted our collaboration efforts with our global colleagues, customers, vendors, and service providers, and increased the risk and cost of [added: workforce retention,] protecting against cyber [removed: attacks.][added: attacks and adequately sourcing raw materials, components and transportation for our products.]

While we continue to implement global and local response teams, [removed: incremental cost reduction efforts,] [added: supply chain management] and business continuity efforts internally and with our customers, suppliers, and vendors, the duration and extent of the operational and financial impact of the COVID-19 pandemic remains highly uncertain.

The degree to which COVID-19 [removed: impacts] [added: continues to impact] us going forward will depend on future developments that are highly uncertain and therefore cannot be predicted, including, but not limited to, the duration and spread of the pandemic, [added: new variants,] its severity, or the actions taken to contain the spread and impact of COVID-19, the [removed: general availability,] [added: broad acceptance,] effectiveness, and distribution of [removed: any vaccine,] [added: vaccines, the overall vaccination rate in the relevant jurisdictions, continued impact on supply chain] and [added: transportation, and] how quickly and to what extent normal economic, market, and operating conditions resume.

Even after the COVID-19 pandemic has subsided as a public health matter, we may experience material adverse impacts to our business as a result of its adverse impact on the global economy, [added: supply chain disruptions, inflation,] in-person collaboration efforts, [added: workforce dynamic,] and consumer confidence.

Slower global economic growth, actual or anticipated default on sovereign debt, changes in global trade policies, volatility in the currency and credit markets, high levels of unemployment and underemployment, [added: inflation,] reduced levels of capital expenditures, changes in government fiscal and monetary policies, government deficit reduction and budget negotiation dynamics, sequestration, other austerity measures, political and social instability, [added: war, sanctions,] natural disasters, terrorist attacks, and other challenges that affect the global economy adversely affect us and our distributors, customers, and suppliers, including having the effect of:

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

- [removed: correctly] [added: accurately] identify customer needs and preferences and predict future needs and preferences;

Our brand, our culture, our ability to provide competitive compensation, our locations of operations, and our reputation are important to our ability to recruit and retain key employees in these competitive [removed: markets.][added: markets and during periods of workforce shortages.]

[removed: These systems may be] damaged, disrupted, or shut down due to attacks by computer hackers, nation states, cyber-criminals, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes, or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.

Like many multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, unauthorized access, and other cyber-attacks [removed: and] [added: and, although, as of December 31, 2021, such attacks have not had a material impact on our operations or financial results,] we expect to be subject to similar incidents in the future as such attacks become more sophisticated and [removed: frequent.][added: frequent, any of which may have a material adverse impact on our business continuity, operations or financial results.]

Any of the attacks, breaches, or other disruptions or damage described [removed: above] [added: above, as well as corresponding remediation efforts,] can interrupt our operations, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, damage customer and business partner relationships and our reputation, or result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws, and increased costs for security and remediation, each of which could adversely affect our business and financial statements.

In addition, the consolidation of distributors and customers in certain of [removed: our served] [added: the] industries [added: in which we operate] could adversely impact our profitability.

Any sustained interruption in the supply of these items, including as a result of [added: general supply chain constraints, increasing demand outpacing supplies, or] contractual disputes with suppliers or vendors, could adversely affect our business.

If we cannot adjust our manufacturing [removed: capacity] [added: capacity, supply chain management] or the purchases required for our manufacturing activities to reflect changes in market [removed: conditions and] [added: conditions,] customer [removed: demand,] [added: demand and supply chain or transportation disruptions,] our profitability may suffer.

Our income could be adversely impacted if we are unable to adjust our purchases [added: and supply chain management] to reflect [added: any supply chain or transportation disruptions or] changes in customer demand and market fluctuations, including those caused by [added: the COVID-19 pandemic, increases in demand outpacing supply capabilities, labor shortages,] seasonality or cyclicality.

During a market [removed: upturn,] [added: upturn or general supply chain disruptions,] suppliers [removed: may extend] [added: have extended] lead times, [removed: limit] [added: limited] supplies, or [removed: increase] [added: increased] prices.

If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet [removed: increasing demand,] [added: demand for our products,] we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase, or we may breach our contractual commitments and incur liabilities.

The supply chains for our businesses could also be disrupted by supplier capacity constraints, 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 [removed: changes.][added: changes, among others.]

Our restructuring [removed: actions] [added: activities] could have long-term adverse effects on our business.

Our facilities, supply chains, distribution systems, and information technology systems are subject to catastrophic loss due to fire, flood, earthquake, hurricane, public health crisis, war, terrorism, or other natural or man-made [removed: disasters.][added: disasters, including those caused by climate change and other climate-related causes.]

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

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, [removed: appropriate classification of franchisee relationship,] tax matters, commercial disputes, 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.

In [removed: 2020,] [added: 2021,] approximately [removed: 47%] [added: 49%] of our sales were derived from customers outside the United States.

In addition, many of our manufacturing operations, suppliers, and employees are [added: located outside the United States.]

During [removed: 2020, year-over-year sales from existing businesses grew slightly in China, and] [added: 2021,] sales in China accounted for approximately 12% of our total sales for the year.

In particular, there continues to be uncertainty about U.S. foreign trade policy with respect to China, including any changes to the trade policies that may be adopted by the [removed: new] [added: Biden] administration.

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 [removed: effects.]

[removed: Promising acquisitions are] [added: Acquisitions that align with our portfolio strategy may be] difficult to identify and [removed: complete] [added: execute] for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms.

[removed: In most of these agreements, however, the] liability of the former owners is limited and certain former owners may be unable to meet their indemnification responsibilities.

For example, in 2018, we split-off most of our automation and specialty platform in a Reverse Morris Trust transaction with Altra Industrial Motion [removed: Corp..][added: Corp. and, in 2020, we spun-off our former Industrial Technologies segment.]

In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to [removed: some degree.]

[added: In] addition, though we rely on our suppliers to adhere to our supplier standards of conduct, material violations of such standards of conduct could occur that could have a material effect on our financial statements.

[removed: In particular,] the [removed: General Data Protection Regulation became effective in the] European Union in May 2018 and the California Consumer Privacy Act became effective in January 2020.

An adverse outcome under any such investigation or audit could subject us to fines [added: or other penalties.]

[removed: In addition, foreign] [added: Foreign] remittance taxes have not been provided for on undistributed earnings of certain of our non-U.S. subsidiaries to the extent such earnings are considered to be indefinitely reinvested in the operations of those subsidiaries.

[removed: The TCJA] [added: Comprehensive tax reform was enacted through the Tax Cuts and Jobs Act of 2017 (the “TCJA”) which] includes numerous provisions that [removed: affect businesses and introduces changes that] impact U.S. corporate tax rates, business-related exclusions, deductions, and credits.

[removed: Further] [added: Furthermore,] changes in [added: multilateral agreements and] the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation and Development [removed: (“OECD”), which represents a coalition of member countries.][added: (the “OECD”)]

The OECD has issued significant global tax policy changes that include both expanded reporting as well as technical global tax policy [removed: changes.][added: changes and many countries in which we operate have implemented tax law and administrative changes to align with new OECD policies.]

[removed: Changes] [added: In addition, changes by the U.S.] in relation to international tax reform could increase uncertainty [removed: in the corporate tax area] and may adversely affect our [removed: provision for] income [removed: taxes.][added: tax provision, cash taxes paid, and effective tax rate.]

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In particular, the COVID-19 pandemic and the widespread supply chain challenges due to labor, raw material, and component shortages, as well as widespread logistics issues, affected multiple industries, raised material and shipping costs, limited the quantities available, and extended the lead time required for supplies and deliveries.

In addition, in certain of our

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Furthermore, the workforce shortage in the United States during the COVID-19 pandemic has increased the overall competitiveness and cost of

retaining and attracting qualified employees.

These systems may be

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If any of these facilities, supply chains, or systems were to

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In addition, we have numerous facilities in China, many of which serve multiple Fortive operating companies in manufacturing, distribution, product design, and selling, general and administrative functions.

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effects.

In most of these agreements, however, the

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some degree.

In particular, the General Data Protection Regulation became effective in

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As such, changes to applicable tax laws or policies, including interpretations or retroactive applications thereof, could result in a material change in our tax provision, cash taxes paid, and effective tax rate.

Furthermore, certain tax laws are inherently ambiguous requiring subjective interpretation on the application thereof.

The taxing authorities continue to issue regulations and guidance, some with retrospective application, to the provisions of the TCJA, and we expect this to continue for the foreseeable future.

Any future adjustments resulting from retrospective regulations and guidance issued will be considered a discrete income tax expense or benefit in the period guidance is issued.

For example, the TCJA eliminated the deduction of certain domestic and foreign research and development expenditures beginning on January 1, 2022 and requires capitalization and amortization of such expenditures over a specified a period; any revision, regulation, or new guidance to this rule may impact our future income tax provision, cash taxes paid, and effective tax rate.

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and could significantly increase our tax provision, cash taxes paid, and effective tax rate.

For example, in October 2021, OECD announced an agreed framework for an expansion of the taxing rights of market countries and to establish a global minimum corporate tax rate.

In December 2021, OECD published detailed model rules for a global minimum corporate tax rate of fifteen percent which will require multilateral agreement(s) and/or country-specific legislative action to be effective.

A global minimum corporate tax rate and any other implemented changes could significantly increase tax uncertainty due to differing interpretations and increased audit scrutiny.

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determines is not in the best interests of our company and our shareholders.

located outside the United States.

In addition, we have numerous facilities in China, many of which serve multiple businesses and are used for multiple purposes.

and, in 2020, we spun-off our former Industrial Technologies segment.

In

or other penalties.

A change in the tax laws of the jurisdictions where we operate, including any increase in U.S. corporate income tax rates, could result in a material increase in our tax expense.

If our intentions regarding reinvestment of such earnings change, then our income tax expense could increase.

On December 22, 2017, the U.S. enacted comprehensive tax reform commonly referred to as the Tax Cut and Jobs Act (“TCJA”).

The TCJA represents one of the most significant overhauls to the U.S. federal tax code since 1986 according to the SEC.

Further guidance, regulations, and technical corrections pertaining to TCJA continue to be issued by the tax authorities, some of which may have retroactive application.

We will continue to assess such new guidance, regulations, and corrections as they are issued.

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 statements.

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

The breadth of this project may impact all multinational businesses by potentially redefining jurisdictional taxation rights, and could materially impact the law for transfer pricing and permanent establishment taxation.

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

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

Due to the potential for changes to tax laws (or changes to the interpretation thereof) and the ambiguity of tax laws, the subjectivity of factual interpretations, the complexity of our intercompany arrangements and other factors, our estimates of income tax liabilities may differ from actual payments or

assessments.

If we are unable

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.

- the inability of our shareholders to call a special meeting;

Fortive Corporation (the “Company,” [added: “Fortive,”] “we,” “our,” and “us”) is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets.

Our [added: strategic segments - Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions - include] well-known brands [removed: hold] [added: with] leading positions in [removed: intelligent operating solutions, precision technologies, and advanced healthcare solutions.][added: their markets.]

Our businesses design, develop, [removed: service,] manufacture, and [removed: market] [added: service] professional and engineered products, software, and [removed: services for a variety of end markets,] [added: services,] building upon leading brand names, innovative technologies, and significant market positions.

On October 9, 2020, we completed the separation of [removed: our former Industrial Technologies segment (the “Separation”) by distributing 80.1% of the outstanding shares of] Vontier Corporation (“Vontier”), the entity we created to hold [removed: the corresponding businesses, to Fortive stockholders on a pro rata basis.][added: our former Industrial Technologies segment (the “Separation”).]

On January 19, 2021, we completed an exchange of all of the Retained Vontier Shares as part of a [removed: non-cash] [added: noncash] debt-for-equity exchange that reduced outstanding indebtedness of Fortive by $1.1 billion.

The accounting requirements for reporting the [removed: Separation of] Vontier [added: business] as a discontinued operation were met when the Separation was completed.

Accordingly, the [removed: accompanying] consolidated financial statements [removed: for all periods presented] reflect the results of the Vontier business as a discontinued [removed: operation.][added: operation for all periods presented.]

Refer to Note [removed: 4] [added: 5] to [removed: our] [added: the] consolidated financial statements for [removed: additional] [added: detailed] information [removed: on discontinued operations.][added: regarding our inventory balances as of December 31, 2021.]

Fortive is a multinational business with global operations with approximately [removed: 47%] [added: 49%] of our sales derived from customers outside the United States in [removed: 2020.][added: 2021.]

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

References to sales attributable to acquisitions or acquired businesses refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition [added: and the effect of purchase accounting adjustments of the acquisition] less the amount of sales 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 impact from acquired businesses) and (b) the [added: period-to-period change in sales (excluding sales impact from acquired businesses) after applying the current period foreign exchange rates to the prior year period.]

We exclude the effect of [removed: acquisitions] [added: acquisition] and divestiture related items because the nature, size, and number of such transactions can vary dramatically from period to period and between us and our peers.

Geographically, year-over-year sales from existing businesses [removed: during the year ended December 31, 2020 declined] [added: in developed markets increased] at a [removed: mid-single] [added: high single] digit rate [removed: in both developed markets and high-growth markets, respectively, which was] driven by [removed: a high-single] [added: high single] digit [removed: rate decline] [added: increases] in North America and [removed: Latin America, a mid-single digit rate decline in Asia, and a low-single digit rate decline in] Western Europe.

Year-over-year sales from existing businesses [removed: grew slightly] in [removed: China during the year ended December 31, 2020.][added: high]

[removed: *2021 Outlook*][added: 2021]

While COVID-19 has created volatility and uncertainty in the financial markets, we have not [removed: experienced] [added: realized] a significant impact on our financial position, liquidity, [removed: and] [added: or] ability to meet our debt covenants as of the filing date of this Report; however, we continue to monitor the [removed: financial] [added: capital] markets and general global economic conditions.

On September 29, 2020, Vontier entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks, consisting of a three-year, $800 million senior unsecured delayed draw term loan facility (the “Three-Year Term Loans”), a two-year, $1 billion senior unsecured delayed draw term loan facility (the “Two-Year Term Loans” and together with the [removed: Three-Year] [added: “Three-Year] Term [removed: Loans,] [added: Loans”,] the “Term Loans”) and a three-year, $750 million senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loans, the “Credit Facilities”).

[removed: The Company will apply] [added: We applied] the Cash Consideration to repay certain outstanding indebtedness, interest on certain debt instruments, and to pay certain of the Company’s regular, quarterly cash dividends.

In connection with the Separation, Fortive and Vontier entered into various agreements to effect the Separation and provide a framework for Vontier’s relationship with Fortive after the Separation, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement, a [removed: Fortive Business System (“FBS”)] [added: FBS] license agreement, and a stockholder’s and registration rights agreement.

All of the provisional goodwill associated with the Transaction is included in goodwill in our Advanced Healthcare Solutions segment at December 31, [removed: 2020,] [added: 2021,] and the majority of the provisional goodwill is tax deductible.

As of December 31, [removed: 2020,] [added: 2021,] ASP had exited the TSAs and substantially all of the distribution agreements.

In addition to the acquisition of ASP, during 2019, we acquired [removed: four businesses including] Intelex Technologies and Pruftechnik, both of which complement existing businesses in our Intelligent Operation Solutions segment, and Censis Technologies within our Advanced Healthcare Solutions segment, for total consideration of $1.2 billion in cash, net of cash acquired.

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

[removed: | | | |] 2020 vs. 2019 [removed: | | | | | | 2019 vs. 2018 | | |]

| Total revenue growth (GAAP) | | | [removed: 1.5] [added: 13.4] | | % | | | | [removed: 20.1] [added: 1.5] | | % |

| Existing businesses (Non-GAAP) | | | [removed: (5.9)] [added: 9.5] | | % | | | | [removed: (0.5)] [added: (5.9)] | | % |

| Acquisitions (Non-GAAP) | | | [removed: 7.3] [added: 2.4] | | % | | | | [removed: 22.2] [added: 7.3] | | % |

| Currency exchange rates (Non-GAAP) | | | [removed: 0.1] [added: 1.5] | | % | | | | [removed: (1.6)] [added: 0.1] | | % |

Operating profit margins were 11.6% for the year ended December 31, 2020, an increase of 190 basis points as compared to 9.7% in [removed: 2019.][added: 2019 with year-over-year operating profit margin comparisons impacted by:]

- The incremental year-over-year [removed: net] effect of restructuring actions — favorable 10 basis points

- The year-over-year effect of amortization from existing businesses — favorable [removed: 50] [added: 85] basis points

- [removed: Lower] [added: Higher year-over-year] sales volumes from existing businesses, [removed: increased material costs associated primarily with inflationary pressures and recently enacted tariffs, and changes in currency exchange rates, which were partially offset by] price [removed: increases] [added: increases,] and incremental year-over-year cost savings associated with [added: restructuring and] productivity improvement initiatives [removed: —] [added: which were partially offset by higher year-over-year employee compensation costs and spending levels, which were reduced in 2020 in response to the COVID-19 pandemic, and an] unfavorable [removed: 90] [added: sales mix — favorable 200] basis points

- The [removed: incremental] year-over-year [removed: net dilutive] effect of acquired businesses, including [removed: amortization] [added: amortization,] and acquisition-related fair value adjustments to deferred revenue [removed: and inventory] — unfavorable [removed: 560] [added: 110] basis points

- The incremental year-over-year [removed: net dilutive] effect of restructuring actions — [removed: unfavorable 70] [added: favorable 50] basis points

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Intelligent Operating Solutions | | | $ | [removed: 1,883.7] [added: 2,169.4] | | | | | $ | [removed: 1,898.9] [added: 1,883.7] | | | | | $ | [removed: 1,576.3] [added: 1,898.9] | |

| Precision Technologies | | | [removed: 1,651.3] [added: 1,848.9] | | | | | | [removed: 1,808.4] [added: 1,651.3] | | | | | | [removed: 1,901.4] [added: 1,808.4] | | |

| Advanced Healthcare Solutions | | | [removed: 1,099.4] [added: 1,236.4] | | | | | | [removed: 856.6] [added: 1,099.4] | | | | | | [removed: 322.7] [added: 856.6] | | |

| Total | | | $ | [removed: 4,634.4] [added: 5,254.7] | | | | | $ | [removed: 4,563.9] [added: 4,634.4] | | | | | $ | [removed: 3,800.4] [added: 4,563.9] | |

We are headquartered in Everett, Washington and employ a team of more than 18,000 research and development, manufacturing, sales, distribution, service, and administrative employees in more than 50 countries around the world.

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Overall demand for our products and services accelerated during 2021, with aggregate year-over-year sales increasing by 13.4%.

The increase was largely driven by demand from our existing businesses, which increased by 9.5% on broad-based momentum and focused execution across our portfolio, most notably within our short-cycle industrial and software as a service (“SaaS”) businesses.

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growth markets increased at a mid-teens rate driven by mid-twenties increases in Latin America and mid-teens increases in China.

During 2021, widespread supply chain challenges emerged due to labor, raw material, and component shortages, as well as logistics issues, across multiple industries, resulting in increased material and shipping costs.

We worked to mitigate the impact of the supply chain challenges by implementing solutions to support near-term operations, executing on countermeasures for material shortages, and managing production, all of which contributed to year-over-year revenue growth and margin expansion in 2021.

However, due to the magnitude of the supply chain and logistics issues impacting the economy broadly and those related to electronic components in particular, demand for our products outpaced our ability to supply, and our backlog grew in the second half of 2021.

COVID-19 continues to have an impact on our business and results.

In 2020, we experienced significant declines in demand as a result of broad disruption in the global economy.

In 2021, we experienced a rebound of demand but also encountered operating challenges related to logistics, material availability and higher levels of absenteeism.

We expect that the pandemic and its impact on global commerce will remain uncertain and we will continue to deploy FBS to countermeasure the challenges we encounter.

*2022 Outlook*

We anticipate the strong demand for our products and services will continue into 2022 with year-over-year revenue expected to increase between 9.0% and 12.0% for the full year, including growth from existing businesses of between 5.5% and 8.5% on anticipated strong demand in key end markets and continued deployment of FBS to drive share gains and innovation.

This outlook is subject to various assumptions and risks, including but not limited to, the magnitude of the impact of the COVID-19 pandemic on macroeconomic conditions, continued strength of key end markets, elective surgery rates, the availability of electronic components, our ability to convert backlog, sustain our workforce levels and maintain manufacturing capacity.

We anticipate that supply chain and inflationary pressures will persist throughout 2022 and that although our backlog may decline compared to 2021, it may remain elevated compared to historical levels.

We will continue to deploy FBS to actively manage production challenges, collaborate with customers and suppliers to minimize disruptions and utilize price increases and other countermeasures to offset inflationary pressures.

We are monitoring the risks of new COVID-19 variants which may be more contagious or severe, or less responsive to treatment and vaccines, and may impact the rate that virus control measures ease or become more restrictive, which could impact our future results.

We are monitoring matters of international trade, monetary and fiscal policies, relations between the U.S. and China, as well as evaluating the impacts of proposed legislation and various investment and taxation policy initiatives being debated in the United States and by the Organisation for Economic Co-operation and Development (“OECD”).

As of the filing date of this report, we are, however, unable to quantify the anticipated impact of these matters on our financial results.

*ServiceChannel Acquisition*

On August 24, 2021, we acquired ServiceChannel Holdings, Inc. (“ServiceChannel”), a privately held, global provider of SaaS based multi-site facilities maintenance service solutions with an integrated service-provider network.

The acquisition of ServiceChannel broadens our offering of software-enabled solutions for the facility and asset lifecycle workflow.

The total consideration paid was approximately $1.2 billion, net of acquired cash, and includes approximately $28 million of deferred compensation consideration that is being recognized ratably over a twelve month service period.

The ServiceChannel acquisition was primarily financed with available cash and proceeds from our financing activities.

We preliminarily recorded approximately $873 million of goodwill related to the ServiceChannel acquisition, which is not tax deductible.

ServiceChannel had revenue in 2020 of approximately $70 million and is an operating company within our Intelligent Operating Solutions segment.

*Provation Acquisition*

On December 27, 2021, we acquired Provation Software, Inc. (“Provation”), a leading provider of clinical workflow software solutions used in hospitals and ambulatory surgery centers.

The acquisition of Provation extends our digital offering and software capabilities in the healthcare space.

The total consideration paid was approximately $1.4 billion, net of acquired cash

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and was primarily financed with proceeds from our financing activities and available cash.

We preliminarily recorded $970 million of goodwill related to the acquisition, which is not tax deductible.

Provation had revenue in 2020 of approximately $90 million and is an operating company within our Advanced Healthcare Solutions segment.

*Vontier Separation*

On January 19, 2021, we completed the Debt-for-Equity Exchange of 33.5 million shares of common stock of Vontier, representing all of the Retained Vontier Shares, for $1.1 billion in aggregate principal amount of indebtedness of the Company held by Goldman Sachs & Co., including (i) all $400.0 million of the Term Loan due March 2021 and (ii) $683.2 million of the Term Loan due May 2021.

We recorded a loss on extinguishment of the debt included in the Debt-for-Equity Exchange of $94.4 million in the year ended December 31, 2021.

As of December 31, 2021, all responsibilities and obligations under all agreements have been materially settled.

Our research and development, manufacturing, sales, distribution, service, and administrative facilities are located in more than 50 countries across North America, Asia Pacific, Europe, and Latin America.

To effect the Separation, the Company distributed to its stockholders two shares of Vontier common stock for every five shares of the Company’s common stock outstanding held on September 25, 2020, the record date for the distribution, with the Company retaining 19.9% of the shares of Vontier common stock immediately following the Separation (the “Retained Vontier Shares”).

Fortive did not retain a controlling interest in Vontier and therefore the fair value of the Retained Vontier Shares and subsequent fair value changes are included in our assets of and results from continuing operations, respectively.

The subsequent change in the fair value of the Retained Vontier Shares and the resulting gain will be recorded in the first quarter of 2021.

On March 7, 2018, we entered into a definitive agreement to combine four of our operating companies from our Automation & Specialty platform (the “A&S Business”) with Altra Industrial Motion Corp. (“Altra”) in a tax-efficient Reverse Morris Trust transaction.

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 Statements of Earnings, and the related assets and liabilities in the Consolidated Balance Sheets as discontinued operations.

These changes have been applied to all periods presented.

Unless otherwise noted, amounts, percentages, and discussion for all periods included in Management’s Discussion and Analysis reflect the results of operations and financial condition from our continuing operations.

In light of the Vontier Separation, we changed our internal reporting structure on the first day of the fourth quarter, September 26, 2020, to reflect organizational and leadership changes that allow us to better assess the operational performance of and allocate resources to our businesses.

Our chief operating decision maker assesses performance and allocates resources based on our new operating segments, which are also our new reportable segments.

Our new reportable segments are comprised of Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions.

Refer to Note 19 to our consolidated financial statements for additional information about our reportable segments.

The discussion of historical information in Management’s Discussion and Analysis has been recast to reflect the new reportable segments of our continuing operations.

period-to-period change in sales (excluding sales impact from acquired businesses) after applying the current period foreign exchange rates to the prior year period.

A novel strain of coronavirus was first identified in December 2019, and subsequently declared a pandemic by the World Health Organization in March 2020 (“COVID-19”).

This outbreak has surfaced in nearly all regions around the world, resulting in governments implementing strict measures to help contain or mitigate the spread of the virus, including quarantines, “shelter in place,” and “stay at home” orders, travel restrictions, school and commercial facility closures, re-opening restrictions, among others (collectively “virus control measures”).

These virus control measures have led to slowdowns or shutdowns for businesses deemed both “essential” and “non-essential” in affected areas, causing significant disruption in the financial markets both globally and in the United States, most notably during the first half of 2020.

The majority of our essential production facilities around the world were open during 2020, and as of the date of this Report, all of our locations are open and operating.

Given our businesses operate globally, have diverse customers, and serve multiple end-markets, COVID-19 impacted our businesses and operating results during 2020 directly with reduced year-over-year demand from customers operating in non-essential end-markets and indirectly with reduced demand created by macroeconomic disruption or disruption in adjacent end-markets.

These disruptions impacted our operating results most severely during the second quarter of 2020 and we have realized sequential improvement in demand across all of our businesses and geographies since.

For the year-ended December 31, 2020, aggregate year-over-year sales increased 1.5% as our continued application and deployment of the Fortive Business System and incremental sales from our recently acquired companies more than off-set declines in demand from our existing businesses.

Sales from existing businesses decreased 5.9% during the year ended December 31, 2020 as compared to the comparable period of 2019 reflecting the broad impacts of the COVID-19 pandemic, as virus control measures were deployed in most regions and particularly impacted our results in the second quarter of 2020, with sequential improvement each quarter thereafter, including a slight year-over-year increase in demand from existing businesses during the fourth quarter.

Sales that management considers recurring revenue represented approximately 40% of our total sales during the year-ended December 31, 2020 and increased approximately 11% year-over-year, including sales from our existing software as a service (“SAAS”) businesses that increased at a rate in the mid-teens year-over-year.

As a result of the COVID-19 pandemic, overall global conditions have been volatile and uncertain.

While our results in the fourth quarter of 2020 indicate positive, broad-based momentum across our portfolio, economic uncertainties continue to exist.

The impact of the COVID-19 pandemic on our future results will depend on the length, severity, and recurrence of virus control measures and the availability of antiviral medications and distribution and administration of vaccinations, both of which are uncertain.

We plan to continue deploying the Fortive Business System to help drive near-term performance and maximize cash flow generation amidst this uncertainty.

Given the diverse nature of our businesses and the end-markets they serve, we believe certain of our businesses will continue being resilient against the broad COVID-19 impacts in the first quarter of 2021, while we believe others will continue being

relatively more sensitive, with varied rates of continued recovery as virus control measures remain in place.

The businesses we believe will continue being relatively more resilient include our businesses with a greater proportion of recurring revenue, including our SAAS businesses that provide critical workflow solutions to their customers, certain healthcare businesses, and those with longer business cycles with strong backlogs.

We believe our businesses that are more dependent on short-cycle industrial demand and production dynamics will continue to sequentially improve but continue experiencing a somewhat challenging environment.

As such, we expect year-over-year global demand for our products and services in both the first quarter of 2021 and year ended December 31, 2021 to grow at a mid-single digit rate.

Despite the virus control measures in place in geographies critical to our supply chain, we have successfully implemented solutions to support our operations and have not experienced significant production material shortages, supply chain constraints, or distribution limitations impacting our operations as of the date of this Report; however, in light of the uncertainty of the COVID-19 pandemic severity and duration, we are continuing to evaluate and monitor the condition of our supply chain, including the financial health of our suppliers and their ability to access raw materials and other key inputs and may experience shortages, constraints, or disruptions during the first quarter of 2021 or in future periods.

We are closely monitoring the health of our employees, and continue to implement safety protocols at our facilities to help ensure their health and safety.

In addition, we continue to monitor our suppliers and customers and their ability to maintain production capacity to meet our operational requirements.

Individuals contracting or being exposed to COVID-19, or who are unable to report to work due to virus control measures, may significantly disrupt production throughout our supply chain and negatively impact our sales channels.

Further, our customers may be directly impacted by business curtailments or weak market conditions, and may not be willing or able to accept shipments of products, may cancel orders, and may not be able to pay us on a timely basis.

To mitigate the impact of the economic conditions from the COVID-19 pandemic as well as any escalation of geopolitical uncertainties related to governmental policies toward international trade, monetary and fiscal policies, and relations between the U.S. and China, we will continue applying and deploying the Fortive Business System to actively manage our supply chain, drive operating efficiencies, and continue to collaborate with our customers and suppliers to minimize disruption to their businesses.

Additionally, we will continue actively managing our working capital to maximize cash flows and cost efficiency and assess market conditions, taking actions as we deem necessary to appropriately position our businesses in light of the economic environment and geopolitical uncertainties.

If further changes in financial markets or other areas of the economy adversely affect our access to the capital markets, we would expect to rely on a combination of available cash and existing available capacity under our credit facilities to provide short-term funding.

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Our [added: strategic segments - Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions - include] well-known brands [removed: hold] [added: with] leading positions in [removed: intelligent operating solutions, precision technologies, and advanced healthcare solutions.][added: their markets.]

Our businesses design, develop, [removed: service,] manufacture, and [removed: market] [added: service] professional and engineered products, software, and [removed: services for a variety of end markets,] [added: services,] building upon leading brand names, innovative technologies, and significant market positions.

We are guided by our shared purpose to deliver essential technology for the people who accelerate [removed: progress,] [added: progress in buildings, factories,] and [added: hospitals, and] we are united by our culture of continuous improvement and bias for action that embody the Fortive Business System (“FBS”).

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

Additionally, [added: our] FBS [removed: has] [added: tools have] enabled us to execute a disciplined acquisition strategy and expand our portfolio into new and attractive [removed: markets furthering] [added: markets, evolving to further] our goal of creating long-term shareholder value.

On October 9, 2020, we completed the separation of [removed: our former Industrial Technologies segment (the “Separation”) by distributing 80.1% of the outstanding shares of] Vontier Corporation (“Vontier”), the entity we created to hold [removed: the corresponding businesses, to Fortive stockholders on a pro rata basis.][added: our former Industrial Technologies segment (the “Separation”).]

[removed: In connection with the Separation, and in light of organizational and leadership changes we made to enhance and better evaluate the operational performance of and allocate resources to our businesses, we now] [added: We] operate and report our results in three segments, Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions, each of which is further described below.

Our Intelligent Operating Solutions segment provides leading [added: workflow] solutions to accelerate industrial and facility reliability and performance, as well as compliance and safety across a range of vertical end markets, including manufacturing, process industries, healthcare, utilities and power, communications and electronics, among others.

The businesses in our Intelligent Operating Solutions segment provide [removed: a broad and] differentiated [removed: offering of instrumentation,] [added: instrumentation and] sensors, [removed: software,] [added: software] and services to address [removed: these critical workflows for] our [removed: customers.][added: customers’ toughest workflow challenges.]

These offerings include connected reliability tools, environment, health, [removed: safety,] and [removed: quality (EHSQ)] [added: safety (EHS)] enterprise software products, [added: work order and service provider management database and software,] facility and asset lifecycle software, and pre-construction planning and construction procurement solutions.

We [removed: also] offer a series of leading hardware [removed: offerings] [added: offerings,] including ruggedized [added: handheld] professional test tools, electric, pressure, and temperature calibration tools for high-end government and industrial labs, as well as portable gas detection tools which keep workers safe in industries where air quality and safety cannot be taken for granted.

Typical users of these offerings include electrical engineers, electricians, electronic technicians, [removed: EHSQ] [added: EHS] professionals, network technicians, facility managers, first-responders, and maintenance professionals.

Products and services within our Intelligent Operating Solutions segment are marketed under a variety of leading brands, including ACCRUENT, FLUKE, [removed: FLUKE NETWORKS,] GORDIAN, INDUSTRIAL SCIENTIFIC, INTELEX, [added: PRUFTECHNIK,] and [removed: PRUFTECHNIK.][added: SERVICECHANNEL.]

Our Precision Technologies segment supplies [added: instrumentation and sensing] technologies to a broad set of vertical end markets, enabling our customers to accelerate the [removed: development] [added: development, manufacture and launch] of innovative products and solutions.

At Tektronix, we provide our customers with a [removed: broad] [added: leading] portfolio of test and measurement instruments serving a variety of end markets including communication, consumer electronics, semiconductor, defense, automotive, and industrial.

Customers for these products and services include design engineers for advanced electronic devices and equipment, process and quality engineers focused on improved process capability and [added: productivity, facility maintenance managers driving increased uptime, and other customers for whom precise measurement, reliability, and compliance are critical in their applications.]

Through the Advanced Healthcare Solutions segment, we provide [removed: broad hardware and] [added: hardware, consumables,] software [removed: portfolio offerings optimized around] [added: and services that optimize] our [removed: end-users’] [added: customers’] most critical workflows, including instrument [added: sterilization] and device reprocessing, instrument tracking, cell therapy equipment design and manufacturing, biomedical test tools, radiation safety monitoring, [added: end-to-end clinical productivity solutions] and asset management.

In addition, we provide subscription-based surgical inventory management systems to healthcare facilities to facilitate inventory management and regulatory compliance as well as [removed: subscription-based technical, analytical, and compliance services to determine radiation exposure.]

Products and services in our Advanced Healthcare Solutions segment are marketed under a variety of brands, including ASP, CENSIS, CENSITRAC, EVOTECH, FLUKE BIOMEDICAL, INVETECH, LANDAUER, [added: PROVATION,] RAYSAFE, and STERRAD.

Our manufacturing operations employ a wide variety of raw materials, including electronic components, steel, plastics and other petroleum-based products, [removed: cast iron,] aluminum, and copper.

[removed: No single supplier is material, although for] [added: However,] some components that require particular specifications or qualifications [removed: there may be] [added: are dependent on] a single supplier or a limited number of suppliers that can readily provide such components.

Key competitive factors vary among our businesses and product and service lines, but include the specific factors noted above with respect to each particular business and typically also include price, quality, performance, delivery speed, applications expertise, distribution channel [added: access, service and support, technology and innovation, breadth of product, service and software offerings, and brand name recognition.]

For example, [added: sales of] capital equipment [removed: sales] [added: and sterilization consumables] are often stronger in the fourth calendar quarter and sales to OEMs are often stronger immediately preceding and following the launch of new products.

Human Capital [removed: Resources][added: Management]

Empowering our [removed: talented] [added: talented,] global team to contribute in meaningful ways [removed: is a critical component of] [added: drives] our [removed: strategy] [added: success] and [removed: our success.][added: builds the organization for the future.]

To support [removed: the advancement of] our [removed: employees] [added: teams’ learning] and [removed: the success of] [added: advancement and] our [removed: Company,] [added: company’s success,] we invest in [removed: and develop] our [removed: employees] [added: people] at every level.

We are committed to creating a challenging and collaborative culture and [added: an] environment [removed: where] [added: in which] our employees can grow, develop, and do their best work.

[removed: *Employee Profile] [added: *Growth] and Development*

| The Fortive9 | | | The Fortive9 is our leadership [added: behavior] framework that [removed: is critical to how we guide] [added: guides] the development of our [removed: employees because Fortive9] [added: employees. It] is [removed: how] [added: a roadmap for the way] we aspire to work, deliver value, and build [removed: organization capability.] [added: strong teams.] Examples of the [removed: Fortive 9] [added: Fortive9] include [added: Deliver Results,] Customer Obsessed, [removed: Innovation, and Team] [added: Innovate for Impact,] and [removed: Talent Development.] [added: Adaptability.] | | |

| People Leader Experience | | | [removed: Comprehensive] [added: Deep, experiential] learning for both new and experienced leaders, harnessing the best of interactive learning, and providing [removed: the] critical tools as our employees assume greater people leadership [removed: responsibilities throughout their career with us.] [added: responsibilities.] | | |

| Accelerated Leadership Experience (ALE) | | | Designed for high performing employees [removed: as] [added: in] preparation for [removed: running] [added: leading] Fortive businesses or functions. We use [removed: immersive,] [added: immersive and] experiential learning, where [removed: individuals can drive] [added: leaders develop] personal [removed: progress] [added: skill] and [removed: overcome obstacles] [added: insight] to fulfill their [removed: leadership] potential. | | |

| FBS Office and University | | | [removed: FBS] [added: The Fortive Business System] Office is dedicated to strategically [removed: imbed FBS] [added: embedding the mindset and toolset] in everything we [removed: do, from innovations to operations.] [added: do.] FBS University, our proprietary virtual and hands-on learning environment, develops and reinforces learning for hundreds of FBS Champions across our [removed: Company] [added: company] each year to deliver [removed: value.] [added: value for our customers and shareholders.] | | |

| FBS Ignite | | | [removed: An immersive development experience that leverages the diversity of our operating companies.] Supported with intensive development in the FBS toolset, active mentoring from the FBS Office, and executive career coaching, participants advance [added: and share] their [removed: FBS] expertise [removed: and business acumen.] [added: across different businesses.] | | |

| Growth Accelerator | | | A key development experience that enables our team to solve challenges in new, inspiring ways through three key innovation [removed: tools,] [added: tools:] Deep Customer Insight, Solution Generation, and [removed: Experimentation,] [added: Experimentation --] each designed to enable our employees to develop [removed: critical] [added: critical, breakthrough] solutions for customers. | | |

Each one of these investments in our team delivers value to both our people and our [removed: customers, with the investments focused on development that adds most value to stakeholders.][added: customers.]

[removed: We believe that creating] [added: Creating] inclusive places to work and [added: promoting] diverse points of view are the lifeblood of [removed: innovation and growth and provide us with a strategic advantage.][added: our success.]

In [removed: 2020,] [added: the spirit of continuous improvement,] we continued to make significant strides [added: in 2021] to reflect the [removed: needs,] priorities, and experiences of our global team and strengthen our culture of [removed: inclusion and diversity.][added: inclusion.]

Our VP, Inclusion & Diversity works closely with our senior management and our Inclusion & Diversity Council, involving employees at every level in [removed: establishing a collaborative vision that will truly reflect the needs, priorities, and viewpoints of] [added: advancing] our [added: work to build and nurture and strong and] diverse global team.

| [removed: ] [added: ] | | | | | | Inclusion and Diversity Matters: Build a diverse Fortive through hiring, developing, and retaining a strong [added: and diverse] team | | |

| [removed: ] [added: ] | | | | | | Everyone Owns Inclusion: Invest in development of our teams to build a Fortive where you can be yourself and do your best work | | |

We are headquartered in Everett, Washington and employ a team of more than 18,000 research and development, manufacturing, sales, distribution, service, and administrative employees in more than 50 countries around the world.

The accounting requirements for reporting the Vontier business as a discontinued operation were met when the Separation was completed.

Accordingly, the consolidated financial statements reflect the results of the Vontier business as a discontinued operation for all periods presented.

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Our Advanced Healthcare Solutions segment supplies critical workflow solutions to hospitals and other healthcare customers, enabling safer, more efficient, and higher quality healthcare.

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subscription-based technical, analytical, and compliance services to determine radiation exposure.

We also serve gastroenterology and other clinical specialties with solutions that span the entire patient procedure, from pre-op through post-op recovery and follow-up, enhancing physician efficiency and effectiveness.

Based on allocation of annual spend among our various suppliers, no single supplier is material.

While the COVID-19 pandemic and the widespread supply chain challenges due to labor, raw material, and component shortages, as well as widespread logistics issues had affected multiple industries and raised material and shipping costs, our supply chain was responsive to these dynamics, and we implemented solutions, including through FBS, to effectively support our near-term operations, and help countermeasure production material shortages and distribution limitations.

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Building a strong culture and employer brand is critical to activating our shared purpose through our approximately18,000 employees around the world.

We are focused on attracting, retaining, and developing the world’s best talent to drive our business strategy.

We do this by offering challenging career opportunities that enable growth and an inclusive, winning culture strengthen by high expectations.

To realize our promise to make a difference for our customers, teams and the world around us, we are accelerating our work to strengthen our inclusion, diversity, and equity through deliberate action and transparency about our progress.

We provide numerous, valuable growth and development opportunities for our employees through experiences such as:

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In 2021, we continued to strengthen our culture of inclusion and diversity by introducing a new development experience, providing our leaders tools and support to become more inclusive leaders.

We also expanded our employee resource communities, and operationalized equitable talent processes.

Reinforcing our I&D priorities, annual I&D goals are imbedded into performance measures for both executives and other senior leader roles across Fortive.

Our senior leaders are committed to actively searching out and listening to our employees and other stakeholders to build our culture.

As part of this effort, we have continued to conduct our annual employee experience survey, but also, beginning in 2021, we moved to a shorter feedback loop, introducing quarterly pulse surveys.

With over 80% of our team participating throughout 2021, our overall employee engagement score averaged 77%, and our inclusion and belonging score averaged 81%.

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In addition, the government may assert that a claim

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Our research and development, manufacturing, sales, distribution, service, and administrative facilities are located in more than 50 countries across North America, Asia Pacific, Europe, and Latin America.

To effect the Separation, the Company distributed to its stockholders two shares of Vontier common stock for every five shares of the Company’s common stock outstanding held on September 25, 2020, the record date for the distribution, with the Company retaining 19.9% of the shares of Vontier common stock immediately following the Separation (the “Retained Vontier Shares”).

On January 19, 2021, we completed an exchange of all

of the Retained Vontier Shares as part of a non-cash debt-for-equity exchange that reduced outstanding indebtedness of Fortive by $1.1 billion.

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”).

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

Before the Separation, we reported our results in two reportable segments consisting of Professional Instrumentation and Industrial Technologies.

productivity, facility maintenance managers driving increased uptime, and other customers for whom precise measurement, reliability, and compliance are critical in their applications.

Our Advanced Healthcare Solutions segment serves healthcare customers with enabling products and services for critical activities that help ensure safe, efficient, and timely healthcare.

During 2020 we had no raw material shortages that had a material effect on our business.

access, service and support, technology and innovation, breadth of product, service and software offerings, and brand name recognition.

*COVID-19 Response*

In the uncertainty that immediately followed the COVID-19 pandemic, we were guided by five key pillars in our response to our employees: Safety, Transparency, Empathy, Science and Employee Trust.

The policies we implemented were guided with the safety of our employees, their families, our customers, and our communities as the number one priority, with our actions informed by data and expert public health guidance.

The manner in which we considered and communicated our policies and actions were driven by the recognition of, and empathy for, the uncertainty, fear, and real-life impact caused by the pandemic for our colleagues.

With that in mind, we focused on being agile and transparent with what we were doing and why we were doing it, while listening to ongoing feedback from our global teams and quickly making changes where needed.

We did our best to accommodate the needs of our people as they managed through an incredibly difficult year personally and professionally.

Driven by our values, we:

- Formed global and local response teams at every level to create hundreds of standard processes to share best practices and streamline communication to keep our employees safe and informed;

- Acted quickly to limit and then stop business travel;

- Ensured pay continuity for quarantine periods for our employees;

- Quickly made the decision to enable and then mandate remote work for those who were able to do so while ensuring that our essential manufacturing team members had the education, resources, and support needed to stay safe on the job;

- Created flexible shifts and schedules to accommodate childcare and other family or personal needs;

- Provided subsidized childcare and other caregiver services as well as parental counseling;

- Waived deductibles, co-pays, and co-insurance for COVID-19 testing or treatment as well as all virtual healthcare visits; and

- Provided enhanced counseling and mental health coverage and services.

As of December 31, 2020, we employed approximately 17,000 persons, of whom approximately 9,500 were employed in the United States and approximately 7,500 were employed outside of the United States.

Outside the United States, we have government-mandated collective bargaining arrangements and union contracts in certain countries, particularly in Europe where certain of our employees are represented by unions and/or works councils.

*Human Capital Strategy*

Our Human Capital Strategy is designed to attract, retain, and develop the best talent to drive our business strategy forward by offering a competitive reward structure and a compelling employee value proposition.

A key element of our value proposition is our commitment to our employees’ continued learning, development, and success.

To respond to our growing business and technology changes, our Leadership, Development & Learning team has adopted a blended learning approach that combines online digital learning with classroom teaching and coaching to effectively scale continuous learning and accelerate our ability to learn quickly and remain agile throughout Fortive.

With the challenges presented by the COVID-19 pandemic, we further enhanced our virtual and online learning and development platform to ensure safety of our employees without compromising our commitment to our employees’ ongoing career success.

The following is a summary of some of the key support we provide to our employees to further their learning and development:

Our inclusion and diversity strategies are founded on the following pillars, using the insights from employees, community, and other stakeholders:

Please refer to our Proxy Statement for more details about our progress against these pillars.

Our senior leaders are committed to actively listen to our employees and other stakeholders, as demonstrated by over one hundred separate “Courageous Conversations” held in 2020 to actively listen and learn on race and social justice matters so we can make a real impact with our actions.

In addition, in 2020, we conducted several employee surveys focused on getting feedback on actions related to our COVID-19 response work.

We wanted to ensure our teams had the best support possible through such an extremely challenging time.

Based upon our experience, current information, and applicable law, we do not believe that these proceedings and claims will have a material effect on our financial position, results of [removed: operations] [added: operations,] or cash flows.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of February [removed: 19, 2021] [added: 24, 2022] there were [removed: 338,072,765] [added: 359,066,396] shares of Registrant’s common stock outstanding.

The aggregate market value of common stock held by non-affiliates of the Registrant as of [removed: June 26, 2020] [added: July 2, 2021] was [removed: $17.1] [added: $25.3] 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: 2021] [added: 2022] annual meeting of stockholders [added: (the “2022 Proxy Statement”)] 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: 2021] [added: 2022] Proxy Statement specifically incorporated herein by reference, the [removed: 2021] [added: 2022] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [Information Relating to Forward-looking [removed: Statements](#i365c529b01a247e3884b2b16298fb029_10)] [added: Statements](#i207805ce14724a60909000a6c8cb9e11_10)] | | | | | | | | | [removed: [2](#i365c529b01a247e3884b2b16298fb029_10)] [added: [2](#i207805ce14724a60909000a6c8cb9e11_10)] | | |

| Part [removed: 1.] [added: I.] | | | | | | | | | | | |

| | | | Item 1. | | | [removed: [Business](#i365c529b01a247e3884b2b16298fb029_16)] [added: [Business](#i207805ce14724a60909000a6c8cb9e11_16)] | | | [removed: [2](#i365c529b01a247e3884b2b16298fb029_16)] [added: [2](#i207805ce14724a60909000a6c8cb9e11_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i365c529b01a247e3884b2b16298fb029_19)] [added: Factors](#i207805ce14724a60909000a6c8cb9e11_19)] | | | [removed: [10](#i365c529b01a247e3884b2b16298fb029_19)] [added: [9](#i207805ce14724a60909000a6c8cb9e11_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i365c529b01a247e3884b2b16298fb029_22)] [added: Comments](#i207805ce14724a60909000a6c8cb9e11_22)] | | | [removed: [23](#i365c529b01a247e3884b2b16298fb029_22)] [added: [22](#i207805ce14724a60909000a6c8cb9e11_22)] | | |

| | | | Item 2. | | | [removed: [Properties](#i365c529b01a247e3884b2b16298fb029_25)] [added: [Properties](#i207805ce14724a60909000a6c8cb9e11_25)] | | | [removed: [23](#i365c529b01a247e3884b2b16298fb029_25)] [added: [22](#i207805ce14724a60909000a6c8cb9e11_25)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i365c529b01a247e3884b2b16298fb029_28)] [added: Proceedings](#i207805ce14724a60909000a6c8cb9e11_28)] | | | [removed: [23](#i365c529b01a247e3884b2b16298fb029_28)] [added: [22](#i207805ce14724a60909000a6c8cb9e11_28)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i365c529b01a247e3884b2b16298fb029_31)] [added: Disclosures](#i207805ce14724a60909000a6c8cb9e11_31)] | | | [removed: [23](#i365c529b01a247e3884b2b16298fb029_31)] [added: [22](#i207805ce14724a60909000a6c8cb9e11_31)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#i365c529b01a247e3884b2b16298fb029_34)] [added: Officers](#i207805ce14724a60909000a6c8cb9e11_34)] | | | [removed: [24](#i365c529b01a247e3884b2b16298fb029_34)] [added: [23](#i207805ce14724a60909000a6c8cb9e11_34)] | | |

| Part [removed: 2.] [added: II.] | | | | | | | | | | | |

| | | | Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i365c529b01a247e3884b2b16298fb029_40)] [added: Securities](#i207805ce14724a60909000a6c8cb9e11_40)] | | | [removed: [25](#i365c529b01a247e3884b2b16298fb029_40)] [added: [24](#i207805ce14724a60909000a6c8cb9e11_40)] | | |

| | | | Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i365c529b01a247e3884b2b16298fb029_46)] [added: Operations](#i207805ce14724a60909000a6c8cb9e11_49)] | | | [removed: [25](#i365c529b01a247e3884b2b16298fb029_46)] [added: [24](#i207805ce14724a60909000a6c8cb9e11_49)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i365c529b01a247e3884b2b16298fb029_124)] [added: Risk](#i207805ce14724a60909000a6c8cb9e11_139)] | | | [removed: [51](#i365c529b01a247e3884b2b16298fb029_124)] [added: [49](#i207805ce14724a60909000a6c8cb9e11_139)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i365c529b01a247e3884b2b16298fb029_127)] [added: Data](#i207805ce14724a60909000a6c8cb9e11_142)] | | | [removed: [52](#i365c529b01a247e3884b2b16298fb029_127)] [added: [50](#i207805ce14724a60909000a6c8cb9e11_142)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i365c529b01a247e3884b2b16298fb029_250)] [added: Disclosure](#i207805ce14724a60909000a6c8cb9e11_250)] | | | [removed: [109](#i365c529b01a247e3884b2b16298fb029_250)] [added: [105](#i207805ce14724a60909000a6c8cb9e11_250)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i365c529b01a247e3884b2b16298fb029_253)] [added: Procedures](#i207805ce14724a60909000a6c8cb9e11_253)] | | | [removed: [109](#i365c529b01a247e3884b2b16298fb029_253)] [added: [105](#i207805ce14724a60909000a6c8cb9e11_253)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i365c529b01a247e3884b2b16298fb029_256)] [added: Information](#i207805ce14724a60909000a6c8cb9e11_256)] | | | [removed: [109](#i365c529b01a247e3884b2b16298fb029_256)] [added: [105](#i207805ce14724a60909000a6c8cb9e11_256)] | | |

| Part [removed: 3.] [added: III.] | | | | | | | | | | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i365c529b01a247e3884b2b16298fb029_262)] [added: Governance](#i207805ce14724a60909000a6c8cb9e11_262)] | | | [removed: [109](#i365c529b01a247e3884b2b16298fb029_262)] [added: [105](#i207805ce14724a60909000a6c8cb9e11_262)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i365c529b01a247e3884b2b16298fb029_265)] [added: Compensation](#i207805ce14724a60909000a6c8cb9e11_265)] | | | [removed: [109](#i365c529b01a247e3884b2b16298fb029_265)] [added: [106](#i207805ce14724a60909000a6c8cb9e11_265)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i365c529b01a247e3884b2b16298fb029_268)] [added: Matters](#i207805ce14724a60909000a6c8cb9e11_268)] | | | [removed: [110](#i365c529b01a247e3884b2b16298fb029_268)] [added: [106](#i207805ce14724a60909000a6c8cb9e11_268)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i365c529b01a247e3884b2b16298fb029_271)] [added: Independence](#i207805ce14724a60909000a6c8cb9e11_271)] | | | [removed: [110](#i365c529b01a247e3884b2b16298fb029_271)] [added: [106](#i207805ce14724a60909000a6c8cb9e11_271)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i365c529b01a247e3884b2b16298fb029_274)] [added: Services](#i207805ce14724a60909000a6c8cb9e11_274)] | | | [removed: [110](#i365c529b01a247e3884b2b16298fb029_274)] [added: [106](#i207805ce14724a60909000a6c8cb9e11_274)] | | |

| Part [removed: 4.] [added: IV.] | | | | | | | | | | | |

| | | | Item 15. | | | [Exhibits and Financial [removed: Schedules](#i365c529b01a247e3884b2b16298fb029_280)] [added: Schedules](#i207805ce14724a60909000a6c8cb9e11_280)] | | | [removed: [110](#i365c529b01a247e3884b2b16298fb029_280)] [added: [106](#i207805ce14724a60909000a6c8cb9e11_280)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i365c529b01a247e3884b2b16298fb029_283)] [added: Summary](#i207805ce14724a60909000a6c8cb9e11_283)] | | | [removed: [110](#i365c529b01a247e3884b2b16298fb029_283)] [added: [106](#i207805ce14724a60909000a6c8cb9e11_283)] | | |

Certain statements included or incorporated by reference in this Annual [removed: Report,] [added: Report on Form 10-K,] in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws.

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, [removed: separation into two independent, publicly traded companies,] strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; impact of changes to tax laws; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future.

| | | | Item 6. | | | [\[Reserved\]](#i207805ce14724a60909000a6c8cb9e11_43) | | | [24](#i207805ce14724a60909000a6c8cb9e11_43) | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i207805ce14724a60909000a6c8cb9e11_2748779072090) | | | | | |

| | | | | | | [Signatures](#i207805ce14724a60909000a6c8cb9e11_289) | | | | | |

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

| | | | Item 6. | | | [Selected Financial](#i365c529b01a247e3884b2b16298fb029_43) [Selected Financial Data](#i365c529b01a247e3884b2b16298fb029_2838) | | | [25](#i365c529b01a247e3884b2b16298fb029_2838) | | |

As of December 31, [removed: 2020,] [added: 2021,] our facilities included approximately 60 significant facilities, which are used for manufacturing, distribution, warehousing, research and development, general administrative, and/or sales functions.

Approximately [removed: 30] [added: 35] of these facilities are located in the United States in over [removed: 10] [added: 20] states and approximately [removed: 30] [added: 25] are located outside the United States in over 10 countries, including Canada and countries in Asia Pacific, Europe, and Latin America.

These facilities cover approximately [removed: 5] [added: 6] million square feet, of which approximately 3 million square feet are owned and approximately [removed: 2] [added: 3] million square feet are leased.

Set forth below are the names, ages, positions, and experience of our executive officers as of February [removed: 26, 2021.][added: 25, 2022.]

| James A. Lico | | | | | | [removed: 55] [added: 56] | | | | | | President and Chief Executive Officer | | | | | | 2016 | | |

| [removed: Barbara B. Hulit] [added: Jonathan L. Schwarz] | | | | | | [removed: 54] [added: 50] | | | | | | Senior Vice President [added: – Corporate Development] | | | | | | 2016 | | |

| Charles E. McLaughlin | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President – Chief Financial Officer | | | | | | 2016 | | |

| [removed: Patrick K. Murphy] [added: Peter C. Underwood] | | | | | | [removed: 59] [added: 52] | | | | | | Senior Vice President [added: – General Counsel] | | | | | | 2016 | | |

| [removed: William W. Pringle] [added: Stacey A. Walker] | | | | | | [removed: 53] [added: 51] | | | | | | Senior Vice President [added: – Human Resources] | | | | | | 2016 | | |

| Edward R. Simmons | | | | | | [removed: 47] [added: 48] | | | | | | Senior Vice President – Strategy | | | | | | 2021 | | |

Prior to July 2016, Ms. Walker served as Vice President-Talent Management of Danaher from January 2014 to July 2016 after serving as Vice [added: President-Talent Planning from December 2012 to December 2013 and as Vice President-Human Resources for Danaher’s Chemtreat business from 2008 to November 2012.]

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

| Patrick K. Murphy | | | | | | 60 | | | | | | President and CEO of Advanced Healthcare Solutions | | | | | | 2016 | | |

| Tamara S. Newcombe | | | | | | 56 | | | | | | President and CEO of Precision Technologies | | | | | | 2022 | | |

| Olumide Soroye | | | | | | 49 | | | | | | President and CEO of Intelligent Operating Solutions | | | | | | 2021 | | |

Murphy has served as President and CEO of Advanced Healthcare Solutions since January 2022, as President and CEO of Precision Technologies from July 2021 to December 2021, and as a Senior Vice President from July 2016 to July 2021.

Tamara S.

Newcombe has served as President and CEO of Precision Technologies since January 2022.

Prior to January 2022, Ms. Newcombe was Group President from May 2021 to December 2021, President of Tektronix from April 2019 to December 2021, and Commercial President of Tektronix from February 2017 to April 2019.

Prior to joining Tektronix, Ms. Newcombe was Vice President of Sales at Cisco Systems, Inc. from November 2009 to February 2017.

Olumide Soroye has served as President and CEO of Intelligent Operating Solutions since August 2021.

Prior to joining Fortive, Mr. Soroye was the Managing Director of the Property Intelligence and Risk Management segment of CoreLogic from September 2013 to August 2021.

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

| Jonathan L. Schwarz | | | | | | 49 | | | | | | Senior Vice President – Corporate Development | | | | | | 2016 | | |

| Peter C. Underwood | | | | | | 51 | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Stacey A. Walker | | | | | | 50 | | | | | | Senior Vice President – Human Resources | | | | | | 2016 | | |

Barbara B.

Hulit has served as a Senior Vice President since July 2016.

Prior to July 2016, Ms. Hulit served as Senior Vice President-Danaher Business System Office for Danaher from January 2013 to July 2016 and as President and Group Executive of Fluke Corporation from May 2005 to January 2013.

Prior to joining Danaher, Ms. Hulit was a partner at The Boston Consulting Group, a global management consulting firm.

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

William W.

Pringle who has served as a Senior Vice President of Fortive since July 2016 will resign effective March 12, 2021.

Prior to July 2016, Mr. Pringle served as Senior Vice President-Fluke and Qualitrol for Danaher from October 2015 to July 2016 and as President of Danaher’s Fluke business from July 2013 to July 2016, after serving as President-Fluke Industrial Group from May 2012 to July 2013.

Prior to joining Danaher, Mr. Pringle served in a series of progressively more responsible roles with Whirlpool Corporation, a manufacturer of home appliances, from 2008 until May 2012, including most recently as Senior Vice President-Integrated Business Units.

President-Talent Planning from December 2012 to December 2013 and as Vice President-Human Resources for Danaher’s Chemtreat business from 2008 to November 2012.

As of February [removed: 19, 2021,] [added: 24, 2022,] there were approximately [removed: 2,100] [added: 2,000] holders of record of our common stock.

On February 17, 2022, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 20 million shares of the Company's outstanding common stock from time to time on the open market or in privately negotiated transactions.

There is no expiration date for the repurchase program, and the timing and amount of repurchases under the program are determined by the Company's management based on market conditions and other factors.

The repurchase program may be suspended or discontinued at any time by the Board of Directors.

None.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management concluded that, as of December 31, [removed: 2020,] [added: 2021,] the Company’s internal control over financial reporting is effective.

This report dated February [removed: 26, 2021] [added: 28, 2022] appears on page [removed: 53] [added: 51] of this Form 10-K.

We have audited Fortive Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on the COSO criteria.

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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 26, 2021] [added: 28, 2022] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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 [removed: 26, 2021] [added: 28, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | Valuation of Goodwill The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. To estimate the fair value, management uses a market approach based on multiples of earnings before interest, taxes, depreciation and amortization (EBITDA). In certain circumstances, management [removed: also evaluates other factors including] [added: computes] the [added: estimated] fair value [removed: computed] through a discounted cash flow analysis to [removed: assess whether the reporting unit is impaired, and if so,] [added: validate] the [removed: amount] [added: results] of [removed: impairment.] [added: the market approach.] The [added: goodwill] evaluation is performed on an annual basis, or more frequently if a triggering event is identified. As described in Note 7, the Company’s goodwill balance is [removed: $7.4] [added: $9.2] billion as of December 31, [removed: 2020. Due in large part to the COVID-19 pandemic and an updated forecast for Telematics (a component of discontinued operations), the Company determined that an interim quantitative impairment assessment of the Telematics reporting unit was necessary to be performed as of March 27, 2020. As described in Note 4, the Company estimated the fair value of the Telematics reporting unit using the discounted cash flow method and it resulted in the recording of a non-cash goodwill impairment charge of $85.3 million, which is presented in discontinued operations. The determination of the fair value using the discounted cash flow method requires management to make significant estimates and assumptions related to future revenue, future profitability, and appropriate discount and terminal growth rates.] [added: 2021.] Auditing the Company’s annual goodwill impairment assessment is complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting units. In particular, the estimated fair value is sensitive to [added: the] significant assumptions [removed: including] [added: related to] the selection of market [removed: multiples,] [added: multiples and] projected financial [removed: information and, when applicable, discount rates and terminal growth rates.] [added: information.] A high degree of audit judgment and an increased extent of effort including the need to involve our fair value specialists was required. | | |

| *How We Addressed the Matter in Our Audit* | | | We tested controls over management’s goodwill impairment [removed: assessment, including those related to the determination of the estimated interim fair value of the Telematics reporting unit.] [added: assessment.] This included controls related to management’s [removed: forecasting,] [added: forecasting and] selection of market [removed: multiples and review of key assumptions including revenue growth, discount rate and terminal growth rate.] [added: multiples.] To test the annual evaluation of [removed: goodwill and the measurement of the recorded Telematics goodwill impairment,] [added: goodwill,] among other procedures, we evaluated the reasonableness of management’s forecasts, tested the completeness and accuracy of the underlying data used to develop the forecast and tested the carrying value of the reporting [removed: unit. With the support of our fair value specialists, we evaluated the significant assumptions in the Telematics model, including the discount rate and terminal growth rate.] [added: units.] Our fair value specialists [removed: also] assisted us with our testing of management’s selected EBITDA multiples for the annual goodwill evaluation. We also evaluated the Company’s disclosures included in [removed: Notes 4 and] [added: Note] 7 to the consolidated financial statements in relation to these matters. | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | [added: | | | 2019 | | |]

| Cash and equivalents | | | $ | [removed: 1,824.8] [added: 819.3] | | | | | $ | [removed: 1,205.2] [added: 1,824.8] | |

| Accounts receivable less allowance for doubtful accounts of [removed: $42.5 million and $26.4] [added: $39.7] million [removed: at December 31, 2020] and [removed: December 31, 2019,] [added: $42.5 million,] respectively | | | [removed: 810.3] [added: 930.2] | | | | | | [removed: 890.7] [added: 810.3] | | |

| Inventories | | | [removed: 455.5] [added: 512.7] | | | | | | [removed: 416.2] [added: 455.5] | | |

| Prepaid expenses and other current assets | | | [removed: 206.7] [added: 252.7] | | | | | | [removed: 338.6] [added: 206.7] | | |

| Investment in Vontier Corporation | | | [removed: 1,119.2] [added: —] | | | | | | [removed: —] [added: 1,119.2] | | |

| Current assets, discontinued operations | | | [removed: 30.4] [added: —] | | | | | | [removed: 838.1] [added: 30.4] | | |

| Total current assets | | | [removed: 4,446.9] [added: 2,514.9] | | | | | | [removed: 3,688.8] [added: 4,446.9] | | |

| Property, plant and equipment, net | | | [removed: 422.0] [added: 395.5] | | | | | | [removed: 416.0] [added: 422.0] | | |

| Operating lease right-of-use assets | | | [removed: 188.7] [added: 175.6] | | | | | | [removed: 169.0] [added: 188.7] | | |

| Other assets | | | [removed: 344.1] [added: 337.3] | | | | | | [removed: 344.7] [added: 344.1] | | |

| Goodwill | | | [removed: 7,359.2] [added: 9,152.0] | | | | | | [removed: 7,241.5] [added: 7,359.2] | | |

| Other intangible assets, net | | | [removed: 3,290.6] [added: 3,890.2] | | | | | | [removed: 3,570.7] [added: 3,290.6] | | |

| [removed: Other] [added: Total other] assets, discontinued operations | | | — | | | | | | [removed: 2,008.3] [added: —] | | |

| Total assets | | | $ | [added: 16,465.5 | | | | | $ |] 16,051.5 | | | | | $ | 17,439.0 | |

| Current portion of long-term debt | | | $ | [removed: 1,399.8] [added: 2,151.7] | | | | | $ | [removed: 1,500.0] [added: 1,399.8] | |

| Trade accounts payable | | | [removed: 480.8] [added: 557.9] | | | | | | [removed: 449.0] [added: 480.8] | | |

| Current operating lease liabilities | | | [removed: 47.0] [added: 44.6] | | | | | | [removed: 42.1] [added: 47.0] | | |

| Accrued expenses and other current liabilities | | | [removed: 899.9] [added: 960.7] | | | | | | [removed: 797.8] [added: 899.9] | | |

| Current liabilities, discontinued operations | | | [removed: 33.3] [added: —] | | | | | | [removed: 678.3] [added: 33.3] | | |

| Total current liabilities | | | [removed: 2,860.8] [added: 3,714.9] | | | | | | [removed: 3,467.2] [added: 2,860.8] | | |

| Operating lease liabilities | | | [removed: 154.3] [added: 139.9] | | | | | | [removed: 133.8] [added: 154.3] | | |

| Other long-term liabilities | | | [removed: 1,233.4] [added: 1,286.4] | | | | | | [removed: 1,339.0] [added: 1,233.4] | | |

| Long-term debt | | | [removed: 2,830.3] [added: 1,807.3] | | | | | | [removed: 4,826.2] [added: 2,830.3] | | |

| [removed: Long-term liabilities, discontinued operations] [added: Other long-term liabilities] | | | — | | | | | | [removed: 272.6] [added: —] | | |

| Preferred stock: $0.01 par value, 15.0 million shares authorized; 5.0% Mandatory convertible preferred stock, series A, [added: zero shares and] 1.4 million shares designated, issued and outstanding at December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019] [added: 2020, respectively.] | | | — | | | | | | — | | |

| Common stock: $0.01 par value, 2.0 billion shares authorized; [removed: 339.0] [added: 360.4] million and [removed: 336.9] [added: 339.0] million issued; [removed: 337.9] [added: 359.1] million and [removed: 336.0] [added: 337.9] million outstanding at December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] respectively | | | [removed: 3.4] [added: 3.6] | | | | | | 3.4 | | |

| Additional paid-in capital | | | [removed: 3,554.5] [added: 3,670.0] | | | | | | [removed: 3,311.1] [added: 3,554.5] | | |

| Retained earnings | | | [removed: 5,547.4] [added: 6,023.6] | | | | | | [removed: 4,128.8] [added: 5,547.4] | | |

The Company completed the acquisitions of the ServiceChannel business on August 24, 2021 and Provation on December 27, 2021, collectively the “Acquired Businesses.” The Company has not yet fully incorporated the internal controls and procedures of the Acquired Businesses into the Company’s internal control over financial reporting, and as such, management excluded the Acquired Businesses from its assessment.

The Company has included goodwill and other intangible assets of the Acquired Businesses in this assessment.

The assets and revenues of the Acquired Businesses excluded from management’s assessment of internal controls constituted 1% of the Company’s total assets as of December 31, 2021 and 1% of the Company’s total revenues for the year ended December 31, 2021, respectively.

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

As indicated in the accompanying Report of Management on Fortive Corporation’s Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of ServiceChannel and Provation, collectively the “Acquired Businesses”, which are included in the 2021 consolidated financial statements of the Company.

Collectively, the Acquired Businesses constituted 1% of the Company’s total assets as of December 31, 2021 and 1% of the Company’s total revenues for the year 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 the Acquired Businesses.

February 28, 2022

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

| *Description of the Matter* | | | Valuation of acquired intangible assets As described in Note 3 to the consolidated financial statements, the Company completed two acquisitions during 2021 for a total consideration of $2.6 billion. Auditing the accounting for the acquisitions was complex and highly judgmental due to the significant estimation required in determining the fair value of customer relationships, technology, database and trade names acquired (collectively, “intangible assets”), which totaled $792 million in aggregate. In particular, the estimated fair values were sensitive to significant assumptions such as the projected financial information, royalty rates and discount rates 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 acquired intangible assets, 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 estimated fair value 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, royalty 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 our fair value specialists to assist in our completion of our audit procedures. We also evaluated the Company’s disclosures included in Note 3 to the consolidated financial statements in relation to these matters. | | |

February 28, 2022

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

| Loss on extinguishment of debt | | | (104.9) | | | | | | — | | | | | | — | | |

| Gain on litigation resolution | | | 29.9 | | | | | | — | | | | | | — | | |

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

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

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

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

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

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

| Early extinguishment of 0.875% senior convertible notes due 2022 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11.6) | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| Vontier Separation and other | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8.6 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2021 | | | 359.1 | | | | | | $ | 3.6 | | | | | — | | | | | | $ | — | | | | | $ | 3,670.0 | | | | | $ | 6,023.6 | | | | | | | | | | | $ | (185.0) | | | | | $ | 4.8 | |

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

| Loss on extinguishment of debt | | | 104.2 | | | | | | — | | | | | | — | | |

| Gain on investment in Vontier Corporation | | | (57.0) | | | | | | — | | | | | | — | | |

| Gain on litigation resolution | | | (29.9) | | | | | | — | | | | | | — | | |

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

We are headquartered in Everett, Washington and employ a team of more than 18,000 research and development, manufacturing, sales, distribution, service, and administrative employees in more than 50 countries around the world.

On October 9, 2020, we completed the separation of Vontier Corporation (“Vontier”), the entity we created to hold our former Industrial Technologies segment (the “Separation”).

On October 1, 2018, we completed the split-off of businesses in our automation and specialty platform (the “A&S Business”).

We operate and report our results in three segments, Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions, each of which is further described below.

Our Advanced Healthcare Solutions segment supplies critical workflow solutions to hospitals and other healthcare customers, enabling safer, more efficient, and higher quality healthcare.

Through the Advanced Healthcare Solutions segment, we provide hardware, consumables, software and services that optimize our customers’ most critical workflows, including instrument

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

If the

February 26, 2021

| *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 and divestiture 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, 2020, the Company’s gross unrecognized tax benefits were $200 million. Auditing the recognition and measurement of tax positions, including those related to business acquisitions and divestiture 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 26, 2021

| Balance, January 1, 2018 | | | 347.8 | | | | | | $ | 3.5 | | | | | — | | | | | | $ | — | | | | | $ | 2,444.1 | | | | | $ | 1,346.4 | | | | | | | | | | | $ | (7.6) | | | | | $ | 17.9 | |

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

| Split-off of A&S Business | | | (15.8) | | | | | | (0.2) | | | | | | — | | | | | | — | | | | | | (759.9) | | | | | | (576.0) | | | | | | | | | | | | 44.7 | | | | | | — | | |

| Impairment charges on intangibles | | | — | | | | | | — | | | | | | 0.6 | | |

| All other investing activities | | | — | | | | | | — | | | | | | 2.2 | | |

| Proceeds from issuance of mandatory convertible preferred stock, net of $43.0 million of issuance costs | | | — | | | | | | — | | | | | | 1,337.4 | | |

Our research and development, manufacturing, sales, distribution, service, and administrative facilities are located in more than 50 countries across North America, Asia Pacific, Europe, and Latin America.

Fortive did not retain a controlling interest in Vontier and therefore the Retained Vontier Shares and subsequent fair value changes in our Retained Vontier Shares are included in our assets of and results from continuing operations as of and for the year ended December 31, 2020.

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 approximately 15.8 million shares of our common stock in exchange for 35.0 million shares of Altra.

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

Refer to Note 4 for additional information about our discontinued operations.

In light of the Separation described above, Fortive changed its internal reporting structure on the first day of the fourth quarter, September 26, 2020, to reflect organizational and leadership changes that allow the Company to enhance and better evaluate the operational performance of and allocate resources to its businesses.

Fortive’s chief operating decision maker assesses

performance and allocates resources based on its new operating segments, which are also its new reportable segments.

Below is a description of Fortive’s new reportable segments:

| | | | | | | | | |

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

| Reportable Segment | | | | | | Operating Company | | |

| | | | | | | Industrial Scientific, including Intelex | | |

| | | | | | | Accruent | | |

| | | | | | | Gordian | | |

| | | | | | | | | |

| | | | | | | Pacific Scientific Energetic Materials Company | | |

| | | | | | | Qualitrol | | |

| | | | | | | Andersen-Negele | | |

| | | | | | | Gems | | |

| | | | | | | Setra | | |

| | | | | | | Hengstler and Dynapar | | |

| | | | | | | | | |

| | | | | | | Fluke Health Solutions | | |

| | | | | | | Censis | | |

| | | | | | | Invetech | | |

Our Advanced Healthcare Solutions segment serves healthcare customers with enabling products and services for critical activities that help ensure safe, efficient, and timely healthcare.

On January

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: 2020] [added: 2021] 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 completed the acquisitions of the ServiceChannel business on August 24, 2021 and Provation on December 27, 2021, collectively the “Acquired Businesses.” The Company has not yet fully incorporated the internal controls and procedures of the Acquired Businesses into the Company’s internal control over financial reporting, and as such, management excluded the Acquired Businesses from its assessment.

The Company has included goodwill and other intangible assets of the Acquired Businesses in this assessment.

The assets and revenues of the Acquired Businesses excluded from management’s assessment of internal controls constituted 1% of the Company’s total assets as of December 31, 2021 and 1% of the Company’s total revenues for the year ended December 31, 2021, respectively.

PART III

Not applicable.

PART III

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Election of Directors and Corporate Governance in the Proxy Statement for our [removed: 2021] [added: 2022] annual meeting and to the information under the caption “Information about our Executive Officers” in Part I hereof.

We have adopted a code of business conduct and ethics for directors, officers (including Fortive’s principal executive officer, principal financial officer and principal accounting officer) and employees, known as the [removed: Standards of Conduct.][added: Fortive Code.]

We intend to disclose any amendment to the [removed: Standards of Conduct] [added: Fortive Code] that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the [removed: Standards of Conduct] [added: Fortive Code] granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any of our other executive officers, in the [removed: “Investors - Corporate Governance” section of our website, at www.fortive.com, within four business days following the date of such amendment or waiver.]

The Fortive Code is available in the “Our Culture-Integrity & Compliance” section of our website at www.fortive.com.

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

“Our Culture-Integrity & Compliance” section of our website, at www.fortive.com, within four business days following the date of such amendment or waiver.

The Standards of Conduct are available in the “Investors - Corporate Governance” section of our website at www.fortive.com.

The information required by this Item is incorporated by reference from the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, Executive Compensation Tables, Pay Ratio Disclosure, and Director Compensation in the Proxy Statement for our [removed: 2021] [added: 2022] 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 [removed: Beneficial Ownership] [added: Ownership] of [removed: Fortive Common Stock by Directors, Officers and Principal Shareholders,] [added: Our Stock,] and Equity Compensation Plan Information in the Proxy Statement for our [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] annual meeting.

The financial [removed: statements] [added: statements, including the report of independent registered public accounting firm (PCAOB ID: 42),] are set forth under “Item 8.

An index of Exhibits and Schedules is on page [removed: 110] [added: 106] of this report.

| Valuation and Qualifying Accounts | | | [removed: [118](#i365c529b01a247e3884b2b16298fb029_292)] [added: [114](#i207805ce14724a60909000a6c8cb9e11_292)] | | |

| Exhibit Number | | | | | | Description | | | | | | | | | [added: | | |]

| [removed: 2.1] [added: 2.2] | | | | | | [removed: [Separation] [added: [Agreement] and [removed: Distribution Agreement, date](http://www.sec.gov/Archives/edgar/data/1374535/000119312518077590/d545839dex101.htm)[d](http://www.sec.gov/Archives/edgar/data/1374535/000119312518077590/d545839dex101.htm) [as] [added: Plan] of [added: Merger and Reorganization, dated as of] March 7, 2018, among Fortive Corporation, Stevens Holding Company, [removed: Inc. and] [added: Inc.,] Altra Industrial Motion [removed: Corp.](http://www.sec.gov/Archives/edgar/data/1374535/000119312518077590/d545839dex101.htm)] [added: Corp. and McHale Acquisition Corp.](https://www.sec.gov/Archives/edgar/data/1374535/000119312518077590/d545839dex21.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.1] [added: 2.1] to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018 (Commission File [removed: No.] [added: Number:] 1-33209) | | | [added: | | |]

| [removed: 2.4] [added: 2.1] | | | | | | [removed: [Stock] [added: [Separation] and [removed: Asset Purchase] [added: Distribution] Agreement, dated as of [removed: June 6, 2018,] [added: October 8, 2020,] by and between [removed: Ethicon, Inc.] [added: Vontier Corporation] and Fortive [removed: Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312518280050/d629005dex21.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312520268470/d35176dex21.htm)] | | | | | | Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form [removed: 8-k] [added: 8-K] filed on [removed: September 21, 2018] [added: October 13, 2020] (Commission File [removed: Number] [added: Number:] 1-37654) | | | [added: | | |]

| [removed: 2.5] [added: 4.1] | | | | | | [removed: [Separation and Distribution Agreement,] [added: [Indenture,] dated as of [removed: October 8, 2020, by and] [added: June 20, 2016,] between [removed: Vontier Corporation and] Fortive [removed: Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312520268470/d35176dex21.htm)] [added: Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/1659166/000119312516627924/d213986dex41.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 2.1] [added: 4.1] to Fortive Corporation’s Current Report on Form 8-K filed on [removed: October 13, 2020] [added: June 21, 2016] (Commission File Number: 1-37654) | | | [added: | | |]

| 3.1 | | | | | | [removed: [Amended and Restated] [added: [Restated] Certificate of Incorporation of Fortive Corporation](http://www.sec.gov/Archives/edgar/data/1659166/000119312517200124/d408502dex31.htm) | | | | | | Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s [removed: Current] [added: Quarterly] Report on [removed: Form 8-K filed on June 9, 2017] [added: Form10-Q for the quarter ended July 2, 2021] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 3.2] [added: 10.16] | | | | | | [removed: [Certificate of Designations of the 5.00% Mandatory Convertible Preferred Stock, Series A](http://www.sec.gov/Archives/edgar/data/1659166/000119312518209698/d798107dex31.htm)] [added: [Fortive Executive Deferred Incentive Program*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516609931/d152246dex1010.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 3.1] [added: 10.10] to Fortive Corporation’s Current Report on Form 8-K filed on June [removed: 29, 2018] [added: 1, 2016] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 3.3] [added: 10.15] | | | | | | [removed: [Amended] [added: [Fortive Corporation Severance] and [removed: Restated Bylaws of Fortive Corporation](http://www.sec.gov/Archives/edgar/data/1659166/000119312517200124/d408502dex32.htm)] [added: Change in Control Plan for Officers*](http://www.sec.gov/Archives/edgar/data/1659166/000119312517106559/d367740dex101.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 3.2] [added: 10.1] to Fortive Corporation’s Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: June 9,] [added: March 31,] 2017 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 4.1] [added: 4.2] | | | | | | [Indenture, dated as of [removed: June 20, 2016, between] [added: February 22, 2019, among] Fortive Corporation, [removed: as issuer,] [added: the guarantors party thereto,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1659166/000119312516627924/d213986dex41.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/1659166/000119312519048296/d701628dex41.htm)] | | | | | | Incorporated by reference [removed: from] [added: to] Exhibit 4.1 to Fortive Corporation’s Current Report on Form 8-K filed on [removed: June 21, 2016] [added: February 22, 2019] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 4.2] [added: 10.13] | | | | | | [removed: [Specimen Certificate] [added: [Form] of [removed: the 5.00% Mandatory Convertible Preferred Stock, Series A](http://www.sec.gov/Archives/edgar/data/1659166/000119312518209698/d798107dex31.htm)] [added: Fortive Corporation Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1013.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 3.1] [added: 10.13] to Fortive Corporation’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed on June 29, 2018] [added: 10-K for the year ended December 31, 2017] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 4.3] [added: 10.2] | | | | | | [removed: [Indenture,] [added: [Amendment No. 1 to Revolving Credit Agreement,] dated as of February [removed: 22,] [added: 21,] 2019, among Fortive Corporation, [removed: the guarantors party thereto, and The] Bank of [removed: New York Mellon Trust Company,] [added: America] N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1659166/000119312519048296/d701628dex41.htm)] [added: 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 [removed: 4.1] [added: 10.2] to Fortive Corporation’s Current Report on Form 8-K filed on February 22, 2019 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 4.4] [added: 10.8] | | | | | | [removed: [Description] [added: [Form] of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000071/a20191231-ex44.htm)] [added: Fortive Corporation Performance Stock Unit Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex108.htm)] | | | | | | Incorporated by reference [removed: to] [added: from] Exhibit [removed: 4.4] [added: 10.8] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2017] (Commission File Number: 1-37654) | | | [added: | | |]

| 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](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 [removed: Number] [added: Number:] 1-37654) | | | [added: | | |]

| [removed: 10.2] [added: 10.3] | | | | | | [Amendment No. [removed: 1] [added: 2] to [added: the] Revolving Credit Agreement, dated as of February [removed: 21, 2019,] [added: 25, 2020, by and] among Fortive [removed: Corporation,] [added: Corporation and certain of its subsidiaries from time to time party thereto,] Bank of [removed: America] [added: America,] N.A., as Administrative Agent and a Swing Line Lender, and the lenders referred to [removed: therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312519048296/d701628dex102.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/1659166/000119312520056528/d896019dex101.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to Fortive Corporation’s Current Report on Form 8-K filed on February [removed: 22, 2019] [added: 28, 2020] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.3] [added: 10.4] | | | | | | [Amendment No. [removed: 2] [added: 3] to [removed: the] Revolving Credit Agreement, dated as of [removed: February 25,] [added: April 24,] 2020, by and among Fortive Corporation and certain of its subsidiaries from time to time party thereto, Bank of America, N.A., as Administrative Agent and a Swing Line Lender, and the lenders referred to [removed: therein](https://www.sec.gov/Archives/edgar/data/1659166/000119312520056528/d896019dex101.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000077/exhibit10-1.htm)] | | | | | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on [removed: February 28,] [added: April 30,] 2020 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.4] [added: 10.6] | | | | | | [removed: [Amendment No. 3 to Revolving] [added: [364-Day Term Loan] Credit Agreement, dated as of [removed: April 24, 2020, by and] [added: December 16, 2021,] among Fortive [removed: Corporation and certain of its subsidiaries from time to time party thereto,] [added: Corporation,] Bank of America, N.A., as Administrative [removed: Agent and a Swing Line Lender,] [added: Agent,] and the lenders referred to [removed: therein](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000077/exhibit10-1.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1659166/000119312521364940/d276123dex101.htm)] | | | | | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on [removed: April 30, 2020] [added: December 21, 2021] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.10] [added: 10.17] | | | | | | [removed: [Tax Matters Agreement, dated as] [added: [Form] of [removed: October 8, 2020, by and between Vontier Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312520268470/d35176dex102.htm)] [added: D&O Indemnification Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm)] | | | | | | Incorporated by reference [removed: to] [added: from] Exhibit [removed: 10.2] [added: 10.10] to [added: Amendment No. 2 to] Fortive Corporation’s [removed: Current Report] [added: Registration Statement] on Form [removed: 8-K] [added: 10,] filed on [removed: October 13, 2020] [added: April 7, 2016] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.15] [added: 10.7] | | | | | | [Fortive Corporation 2016 Stock Incentive Plan, as amended and restated*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1015.htm) | | | | | | [added: Incorporated by reference from Exhibit 10.15 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File Number: 1-37654)] | | | [added: | | |]

| [removed: 10.16] [added: 10.11] | | | | | | [Form of Fortive Corporation [removed: Performance] [added: Restricted] Stock Unit [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex108.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1011.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.8] [added: 10.11] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.17] [added: 10.9] | | | | | | [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) | | | [added: | | |]

| [removed: 10.18] [added: 10.10] | | | | | | [Form of Fortive Corporation Restricted Stock Grant Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1013.htm) | | | | | | 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) | | | [added: | | |]

| [removed: 10.19] [added: 10.12] | | | | | | [Form of Fortive Corporation [removed: Restricted] [added: Non-Employee Directors] Stock [removed: Unit Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1011.htm)] [added: Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1012.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.11] [added: 10.12] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.20] [added: 10.18] | | | | | | [removed: [Form of] [added: [Aircraft Time Sharing Agreement, dated July 18, 2016, between] Fortive Corporation [removed: Non-Employee Directors Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1012.htm)] [added: and James Lico*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1018.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.12] [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) | | | [added: | | |]

| [removed: 10.21] [added: 10.19] | | | | | | [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 Charles McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1019.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.13] [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) | | | [added: | | |]

| [removed: 10.22] [added: 10.14] | | | | | | [Fortive Corporation Amended and Restated 2016 Executive Incentive Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1018.htm) | | | | | | 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) | | | [added: | | |]

| [removed: 10.23] [added: 10.21] | | | | | | [Fortive Corporation [removed: Severance and Change in Control Plan for Officers*](http://www.sec.gov/Archives/edgar/data/1659166/000119312517106559/d367740dex101.htm)] [added: Non-Employee Directors’ Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex102.htm)*] | | | | | | Incorporated by reference from Exhibit [removed: 10.1] [added: 10.2] to Fortive Corporation’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K, filed on March 31,] [added: 10-Q for the quarter ended September 29,] 2017 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.25] [added: 10.23] | | | | | | [removed: [Form] [added: [Offer] of [removed: D&O Indemnification Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm)] [added: Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Chuck McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex106.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.10] [added: 10.6] to Amendment No. [removed: 2] [added: 1] to Fortive Corporation’s Registration Statement on Form 10, filed on [removed: April 7,] [added: March 3,] 2016 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.26] [added: 10.24] | | | | | | [removed: [Aircraft Time Sharing Agreement,] [added: [Offer of Employment Letter,] dated [removed: July 18,] [added: February 1,] 2016, between [removed: Fortive Corporation] [added: TGA Employment Services LLC] and [removed: James Lico*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1018.htm)] [added: Barbara Hulit*](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1022.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.18] [added: 10.22] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017] [added: 2016] (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.29] [added: 10.22] | | | | | | [Fortive Corporation Non-Employee Directors’ Deferred Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex102.htm)] [added: Plan Election Form](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex103.htm)*] | | | | | | Incorporated by reference from Exhibit [removed: 10.2] [added: 10.3] to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2017 (Commission File Number: 1-37654) | | | [added: | | |]

| [removed: 10.30] [added: 10.20] | | | | | | [removed: [Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan Election Form](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex103.htm)] [added: [Description of compensation arrangements for non-management directors*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000235/a20211001-ex101.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.3] [added: 10.1] to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 29, 2017] [added: October 1, 2021] (Commission File Number: [removed: 1-37654)] [added: 1-37654] | | | [added: | | |]

| [removed: 10.34] [added: 10.25] | | | | | | [Offer of Employment Letter, dated [removed: October 26, 2015] [added: January 25, 2021] between TGA Employment Services LLC and [removed: Stacey Walker*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1034.htm)] [added: Edward R. Simmons *](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit1025-svpstrategyoff.htm)] | | | | | | | | | [added: | | |]

| [removed: 10.35] [added: 10.27] | | | | | | [Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary [removed: Interests*](http://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1031.htm)] [added: Interests*](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit1027-ftvpresidentnca.htm)] | | | | | | [removed: 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)] | | | [added: | | |]

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit211significantsubs2.htm)] | | | | | | | | | [added: | | |]

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit231ftvconsent2021.htm)] | | | | | | | | | [added: | | |]

| 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/1659166/000165916621000062/a20201231-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex311.htm)] | | | | | | | | | [added: | | |]

| 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/1659166/000165916621000062/a20201231-ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex312.htm)] | | | | | | | | | [added: | | |]

| 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/1659166/000165916621000062/a20201231-ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex321.htm)] | | | | | | | | | [added: | | |]

| 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/1659166/000165916621000062/a20201231-ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex322.htm)] | | | | | | | | | [added: | | |]

| 101.INS | | | | | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1) | | | | | | | | | [added: | | |]

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

[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

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| 3.2 | | | | | | [Amended and Restated Bylaws of Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit32-fortivexbylaws.htm) | | | | | | | | | | | |

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| 4.3 | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit43-descriptionofsec.htm) | | | | | | | | | | | |

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[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

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| 10.5 | | | | | | [Amendment No. 4 to Revolving Credit Agreement, dated as of October 5, 2021, by and among Fortive Corporation and certain of its subsidiaries from time to time party thereto, Bank of America, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit105-amendmentno4.htm) | | | | | | | | | | | |

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[Table of Conten](#i207805ce14724a60909000a6c8cb9e11_7)[t](#i207805ce14724a60909000a6c8cb9e11_7)[s](#i207805ce14724a60909000a6c8cb9e11_7)

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| 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.](http://www.sec.gov/Archives/edgar/data/1374535/000119312518077590/d545839dex21.htm) | | | | | | 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) | | |

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| 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](http://www.sec.gov/Archives/edgar/data/1659166/000119312518232406/d592779dex21.htm) | | | | | | 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) | | |

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| 10.5 | | | | | | [Term Loan Credit Agreement, dated as of March 1, 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/1659166/000119312519062417/d717451dex101.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on March 4, 2019 (Commission File Number: 1-37654) | | |

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| 10.6 | | | | | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of February 25, 2020, by and among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein](https://www.sec.gov/Archives/edgar/data/1659166/000119312520056528/d896019dex102.htm) | | | | | | Incorporated by reference to Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K filed on February 28, 2020 (Commission File Number: 1-37654) | | |

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| 10.7 | | | | | | [Amendment No. 2 to Term Loan Credit Agreement, dated as of April 24, 2020, by and among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein](https://www.sec.gov/Archives/edgar/data/1659166/000165916620000077/exhibit10-2.htm) | | | | | | Incorporated by reference to Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K filed on April 30, 2020 (Commission File Number: 1-37654) | | |

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| 10.8 | | | | | | [Credit Agreement, dated as of September 29, 2020, by and among Vontier Corporation, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto](https://www.sec.gov/Archives/edgar/data/1659166/000119312520259636/d77006dex101.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on September 30, 2020 (Commission File Number: 1-37654) | | |

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| 10.9 | | | | | | [Employee Matters Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312520268470/d35176dex101.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number: 1-37654) | | |

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| 10.11 | | | | | | [Transition Services Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312520268470/d35176dex103.htm) | | | | | | Incorporated by reference to Exhibit 10.3 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number: 1-37654) | | |

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| 10.12 | | | | | | [Intellectual Property Matters Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312520268470/d35176dex104.htm) | | | | | | Incorporated by reference to Exhibit 10.4 to Fortive Corporation’s Current Report on Form 8-K filed on October 13, 2020 (Commission File Number: 1-37654) | | |

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