Fortive (FTV) 10-K risk factor changes: FY2022 vs FY2021

The [removed: effect of] [added: spread of, and] the [added: remediation efforts related to,] COVID-19 [removed: pandemic] [added: in certain key jurisdictions] on [removed: our global operations] [added: supply chain, labor force,] and the operations of our customers, suppliers, and vendors [removed: is] [added: are] continuing to have [removed: a material,] [added: an] adverse impact on our business and results of operations.

[removed: In particular, continued] [added: Continued spread of, and] efforts to mitigate [removed: the spread of the virus,] [added: COVID-19 in certain key countries,] including [removed: new variants of the virus,] [added: China,] have caused us, our suppliers, and customers to alter commercial activities and utilization of facilities and manufacturing sites, adversely impacting our ability to manufacture, sell, transport and service our [removed: products.][added: products from the impacted countries.]

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

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

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, [added: severe weather events that are occurring more frequently or with more intense effects as a result of global climate change,] pandemic health issues, war, terrorist actions, governmental actions, and legislative or regulatory changes, among others.

In particular, the [removed: 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.

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

[removed: Slower] [added: Our business is impacted by general economic conditions, and adverse economic conditions arising from any slower] global economic growth, [added: reduced demand or consumer confidence, energy, manufacturing or component supply constraints arising from the Ukraine/Russia conflict or COVID-19 infection rates and remediation efforts, high inflation rates and the corresponding interest rate policies, volatility in currency and credit markets,] actual or anticipated default on sovereign debt, changes in global trade policies, [removed: volatility in the currency and credit markets, high levels of] unemployment and [removed: underemployment, inflation,] [added: underemployment rates,] 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, [removed: war,] [added: other geopolitical conflict,] sanctions, natural disasters, terrorist attacks, and other challenges [removed: that] affect [removed: the global economy adversely affect] us and our distributors, customers, and suppliers, including having the effect of:

- increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets such as real estate and tax assets; [removed: and]

If growth in the global economy or in any of the markets we serve slows for a significant period, if there is significant deterioration in the global economy or such markets, if there is instability in global capital and credit markets, or if improvements in the global economy do not benefit the markets we serve, our business and financial statements [removed: could] [added: would] be adversely affected.

[added: 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.

Furthermore, the workforce shortage in the United States [removed: during the COVID-19 pandemic] [added: and in other jurisdictions] has increased the overall competitiveness and cost of [added: retaining and attracting qualified employees.]

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

In addition, security breaches of our systems [added: or lack of sufficient control in our systems] (or the systems of our customers, suppliers or other business partners) could result in the misappropriation, [added: changes,] destruction, or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers, or suppliers.

Like many multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, unauthorized access, and other cyber-attacks and, although, as of December 31, [removed: 2021,] [added: 2022,] 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 frequent, any of which may have a material adverse impact on our business continuity, operations or financial results.

Adverse changes in our relationships with these distributors and other partners, or adverse developments in their [removed: financial condition, performance, or purchasing patterns, could adversely affect our financial statements.]

[removed: In recent years, we] [added: We] have [removed: implemented multiple,] [added: implemented, and may continue to implement] significant restructuring activities across our businesses to adjust our cost [removed: structure, and we may engage in similar restructuring activities in the future.][added: structure.]

These [added: significant] restructuring activities [removed: and] [added: as well as] our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets, and other resources and could slow improvements in our products and services, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases.

[added: 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.

[removed: In addition, as a] result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights, or be required to redesign our products at substantial cost, any of which could adversely impact our competitive position and financial statements.

In [removed: 2021,] [added: 2022,] approximately [removed: 49%] [added: 46%] of our sales were derived from customers outside the United States.

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

During [removed: 2021,] [added: 2022,] sales in China accounted for approximately 12% of our total sales for the year.

[removed: Increased strength] [added: Overall strengthening] of the U.S. dollar [removed: increases] [added: during most of fiscal year 2022 has increased] the effective price of our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices.

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

We also face exchange rate risk from our investments in subsidiaries owned and operated in foreign [removed: countries.][added: countries and borrowings denominated in foreign currencies.]

[added: 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.

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 [added: some degree.]

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

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

To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution, and post-marketing surveillance of our [removed: products; and][added: products.]

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

Furthermore, changes in 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 (the “OECD”) [added: 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 [removed: and to establish a global minimum corporate tax rate.]

We could incur significant liability if any of our separation from Danaher, our separation of our Automation and Specialty business or our separation of Vontier (collectively, the “Separation [removed: Transactions”) is] [added: Transactions”) is] determined to be a taxable transaction.

As of December 31, [removed: 2021,] [added: 2022,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $13.0] [added: $12.5] billion.

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $4.0] [added: $3.3] billion of long-term debt, including the current portion of long-term debt, on a consolidated basis.

- the right of the Board to issue preferred stock without shareholder approval; [added: and]

- the ability of our directors, and not shareholders, to fill vacancies (including those resulting from an enlargement of the Board) on the [removed: Board; and][added: Board.]

However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that the Board [added: determines is not in the best interests of our company and our shareholders.]

- increasing the impact of currency translation; and

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

Any sustained

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

In addition, residual impact to global supply chain and transportation from the prior remediation efforts continue to impact the sourcing of raw materials, components and transportation for our products.

While the remediation efforts in response to the COVID-19 pandemic have subsided in most countries, including the United States, we continue to experience adverse impacts to our business as a result of residual supply chain disruptions, inflation, and reduced in-person collaboration efforts.

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

financial condition, performance, or purchasing patterns, could adversely affect our financial statements.

In addition, as a

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

- impact of geopolitical conflict, including the Ukraine/Russia conflict;

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

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

Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law.

Failure to obtain required regulatory clearances or approvals before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, and real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) can lead to warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant clearance, and suspension or withdrawal of approvals.

Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources.

Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired; and

Failure to comply (or any alleged or perceived failure to comply) with the regulations referenced above or any other regulations could result in civil and criminal, monetary and non-monetary penalties, and any such failure or alleged failure (or becoming subject to a regulatory enforcement

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

Climate change, or legal or regulatory measures to address climate change, may negatively affect us.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations.

Physical risk resulting from acute changes (such as hurricane, tornado, wildfire or flooding) or chronic changes (such as droughts, heat waves or sea level changes) in climate patterns can adversely impact our facilities and operations and disrupt our supply chains and distribution systems.

Concern over climate change can also result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions and/or mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy).

Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements.

In addition, any failure to adequately address stakeholder expectations with respect to environmental, social and governance matters may result in the loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and talented employees.

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

and to establish a global minimum corporate tax rate.

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

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

Our global operations expose us broadly to the COVID-19 pandemic.

In addition, implementation of measures to help control the spread of the virus, including vaccine mandates, remote work policies, travel restrictions, and social distancing measures have negatively impacted our collaboration efforts with our global colleagues, customers, vendors, and service providers, and increased the risk and cost of workforce retention, protecting against cyber attacks and adequately sourcing raw materials, components and transportation for our products.

While we continue to implement global and local response teams, 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 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, new variants, its severity, or the actions taken to contain the spread and impact of COVID-19, the broad acceptance, effectiveness, and distribution of vaccines, the overall vaccination rate in the relevant jurisdictions, continued impact on supply chain and 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, supply chain disruptions, inflation, in-person collaboration efforts, workforce dynamic, and consumer confidence.

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

Our business is sensitive to general economic conditions.

In addition, in certain of our

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

retaining and attracting qualified employees.

These systems may be

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

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

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

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

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

effects.

In most of these agreements, however, the

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

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

some degree.

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

the European Union in May 2018 and the California Consumer Privacy Act became effective in January 2020.

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

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

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

- the requirement that the affirmative vote of shareholders holding at least 80% of our voting stock is required to amend our amended and restated bylaws and certain provisions in our amended and restated certificate of incorporation.

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

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

Fortive is a multinational business with global operations with approximately [removed: 49%] [added: 46%] of our sales derived from customers outside the United States in [removed: 2021.][added: 2022.]

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 and the effect of purchase accounting [removed: 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.]

References to sales volume [added: from existing businesses] refer to the impact of both price and unit sales.

Geographically, [removed: year-over-year] sales from existing businesses in developed markets increased [removed: at a high single digit rate] [added: by low single-digits during 2022] driven by [removed: high single digit increases] [added: low single-digit growth] in North America and [added: a slight increase in] Western Europe.

Year-over-year sales from existing businesses [added: increased 13.2%] in [removed: high][added: 2022.]

[added: Sales in high] growth markets increased [removed: at a mid-teens rate] [added: by low double-digits during 2022,] driven by [removed: mid-twenties increases] [added: high single-digits growth] in [added: China, low twenties growth in] Latin [removed: America] [added: America,] and mid-teens [removed: increases] [added: growth] in [removed: China.][added: Other Asia.]

In addition to increased demand, year-over-year price increases contributed [removed: 1.8%] [added: 5.2%] to sales growth during [removed: 2021,] [added: 2022,] as compared to [removed: 2020,] [added: 2021,] and is reflected as a component of the change in sales from existing businesses.

[removed: *2022 Outlook*][added: 2022]

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

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

We [removed: preliminarily] recorded approximately [removed: $873] [added: $868] million of goodwill related to the ServiceChannel acquisition, which is not tax deductible.

The total consideration paid was approximately $1.4 billion, net of acquired cash [added: and was primarily financed with proceeds from our financing activities and available cash.]

We [removed: preliminarily] recorded [removed: $970] [added: $972] million of goodwill related to the acquisition, which is not tax deductible.

Based on these developments, management derecognized the litigation liability from our Consolidated Balance Sheet and recorded [removed: the gain] [added: a Gain] on litigation resolution of $26 million within Non-operating income (expense), net in our Consolidated Statements of Earnings during the year ended December 31, 2021.

At the closing date of the purchase of [removed: Censis Technologies,] [added: Censis,] a contractual liability existed which management allocated to the purchase price and was recorded in our Consolidated Balance Sheet.

Refer to Note [removed: 4] [added: 5] to [removed: our] [added: the] consolidated financial statements for [removed: additional information.][added: detailed information regarding our inventory balances as of December 31, 2022.]

| | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| Total revenue growth (GAAP) | | | [removed: 13.4] [added: 10.9] | | % | | | | [removed: 1.5] [added: 13.4] | | % |

| Existing businesses (Non-GAAP) | | | [removed: 9.5] [added: 10.1] | | % | | | | [removed: (5.9)] [added: 9.5] | | % |

| Acquisitions (Non-GAAP) | | | [removed: 2.4] [added: 3.9] | | % | | | | [removed: 7.3] [added: 2.4] | | % |

| Currency exchange rates (Non-GAAP) | | | [removed: 1.5] [added: (3.1)] | | % | | | | [removed: 0.1] [added: 1.5] | | % |

Operating profit [removed: margin was] [added: margins were] 15.5% for the year ended December 31, 2021, an increase of 390 basis points as compared to 11.6% in [removed: 2020,] [added: 2020] with year-over-year operating profit margin comparisons impacted by:

[removed: 2020] [added: | | | | 2022] vs. [removed: 2019][added: 2021 | | | | | | 2021 vs. 2020 | | |]

Operating profit margins were [removed: 11.6%] [added: 16.9%] for the year ended December 31, [removed: 2020,] [added: 2022,] an increase of [removed: 190] [added: 140] basis points as compared to [removed: 9.7%] [added: 15.5%] in [removed: 2019] [added: 2021] with year-over-year operating profit margin comparisons impacted by:

- The year-over-year effect of acquired businesses, including amortization, and acquisition-related fair value adjustments to [removed: deferred revenue and] inventory which were [removed: less] [added: more] in [removed: 2020] [added: 2022] than [removed: the fair value adjustments] [added: those] recognized in [removed: 2019] [added: 2021] — [removed: favorable 30] [added: unfavorable 110] basis points

- The year-over-year [added: net] effect of acquisition-related transaction [removed: costs, as the] costs [removed: related to our acquisition and integration of ASP in 2019] [added: which] were [removed: greater] [added: less] than [removed: the costs] [added: those] recognized in the comparable period in [removed: 2020] [added: 2021] — favorable [removed: 90] [added: 175] basis points

- The year-over-year effect of amortization from existing businesses — favorable [removed: 10] [added: 65] basis points

- The [removed: incremental] year-over-year effect of [removed: restructuring actions] [added: amortization from existing businesses] — favorable [removed: 10] [added: 90] basis points

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Intelligent Operating Solutions | | | $ | [removed: 2,169.4] [added: 2,466.1] | | | | | $ | [removed: 1,883.7] [added: 2,169.4] | | | | | $ | [removed: 1,898.9] [added: 1,883.7] | |

| Precision Technologies | | | [removed: 1,848.9] [added: 2,038.2] | | | | | | [removed: 1,651.3] [added: 1,848.9] | | | | | | [removed: 1,808.4] [added: 1,651.3] | | |

| Advanced Healthcare Solutions | | | [removed: 1,236.4] [added: 1,321.4] | | | | | | [removed: 1,099.4] [added: 1,236.4] | | | | | | [removed: 856.6] [added: 1,099.4] | | |

| Total | | | $ | [removed: 5,254.7] [added: 5,825.7] | | | | | $ | [removed: 4,634.4] [added: 5,254.7] | | | | | $ | [removed: 4,563.9] [added: 4,634.4] | |

| United States | | | $ | [removed: 2,683.0] [added: 3,136.8] | | | | | $ | [removed: 2,436.6] [added: 2,683.0] | | | | | $ | [removed: 2,394.2] [added: 2,436.6] | |

| China | | | [removed: 650.7] [added: 702.1] | | | | | | [removed: 534.1] [added: 650.7] | | | | | | [removed: 501.2] [added: 534.1] | | |

| All other (each country individually less than 5% of total sales) | | | [removed: 1,921.0] [added: 1,986.8] | | | | | | [removed: 1,663.7] [added: 1,921.0] | | | | | | [removed: 1,668.5] [added: 1,663.7] | | |

| Total | | | $ | [removed: 5,254.7] [added: 5,825.7] | | | | | $ | [removed: 4,634.4] [added: 5,254.7] | | | | | $ | [removed: 4,563.9] [added: 4,634.4] | |

[removed: Our Intelligent Operating Solutions segment provides leading workflow solutions to accelerate industrial and] [added: These offerings include electrical test & measurement,] facility [removed: reliability] and [removed: performance, as well as compliance and] [added: asset lifecycle software applications, connected worker] safety [added: and compliance solutions] across a range of vertical end markets, including manufacturing, process industries, healthcare, utilities and power, communications and electronics, among others.

| ($ in millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Sales | | | $ | [removed: 2,169.4] [added: 2,466.1] | | | | | $ | [removed: 1,883.7] [added: 2,169.4] | | | | | $ | [removed: 1,898.9] [added: 1,883.7] | |

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*Russia Ukraine Conflict*

In February 2022, Russian forces invaded Ukraine (“Russia Ukraine Conflict”) resulting in broad economic sanctions being imposed on Russia.

In the second quarter of 2022, the Company exited business operations in Russia, other than for ASP’s sterilization products, which are exempt from international sanctions as humanitarian products.

Our business in Russia and Ukraine accounted for less than 1.0% of total revenue and less than 0.2% of total assets for the year ended December 31, 2021.

During the year ended December 31, 2022, the Company recorded pre-tax charges of $17.9 million, primarily relating to the write-off of net assets, the write-off of the cumulative translation adjustment in earnings for legal entities deemed substantially liquidated, and to record provisions for employee severance and legal contingencies.

These costs are identified as the “Russia exit and wind down costs” in the Consolidated Statements of Earnings.

Substantially all related liabilities were paid and settled during the year ended December 31, 2022.

*Non-GAAP Measures*

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adjustments, 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.

We experienced robust demand for our products and service during 2022 and despite challenging macroeconomic conditions and global supply chain constraints, aggregate year-over-year sales increased 10.9%, with contributions from both existing and newly acquired businesses, all partially offset by unfavorable changes in foreign exchange rates.

Year-over-year sales from existing businesses increased 10.1%, reflecting strong end-market demand for our offerings as well as focused execution on product and service delivery, and favorable pricing.

Geographically, year-over-year sales from existing businesses in developed markets increased low double-digits, with low double-digit growth in both North America and Western Europe, respectively.

Year-over-year sales from existing businesses in high growth markets increased low double-digits driven by low twenties growth in Latin America and low double-digit growth in China.

During 2022, price increases exceeded inflationary increases that we experienced on purchased materials.

The strengthening of the U.S. dollar relative to other currencies reduced our sales by 3.1% during 2022, as compared to 2021 and may continue to impact our results in future periods.

Widespread supply chain challenges and inflationary pressures persisted throughout the year resulting in higher costs in each of our three segments.

We continue to apply FBS to help mitigate the impact of these challenges and to serve our customers.

The COVID-19 pandemic, including the mitigation efforts and the accelerated spread of the virus in China, continues to adversely impact our results and creates operating challenges with logistics, material availability and absenteeism.

We anticipate that the disruptions caused by the pandemic will continue to impact future periods.

*2023 Outlook*

Despite an evolving macro environment and continued geopolitical conflict, we anticipate increasing demand for our offerings will continue and are projecting full year sales to grow on a year-over-year basis by approximately 2.0%-4.5% with year-over-year growth from existing businesses of approximately 3.0%-5.5%.

We expect that foreign exchange rates will remain volatile in 2023 and could create unfavorable results relative to foreign exchange rates in 2022.

Additionally, this outlook is subject to various assumptions and risks, including but not limited to the resilience and durability of the economies of the United States and other critical regions, ongoing challenges with global logistics and supply chains including the availability of electronic components, inflationary pressures, the impact of the COVID-19 pandemic, the impact of the Russia Ukraine Conflict, market conditions in key end product segments, elective surgery rates, and the impact of energy disruption in Europe.

In addition, we expect to execute discrete restructuring plans as well as our general, cost-saving measures to prepare for, and respond to, any material adverse global economic trends that may develop.

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We continue to monitor the macroeconomic and geopolitical conditions which may impact our business, including spread of the COVID-19 virus, continued geopolitical conflict, global inflation, potential adverse global economic trends and sentiments, monetary and fiscal policies, international trade and relations between the U.S., China and other nations, and investment and taxation policy initiatives being considered in the United States and by the Organization for Economic Co-operation and Development (“OECD”).

*Therapy Physics Divestiture*

On September 30, 2022, we completed the sale of our Therapy Physics product line, which was reported in our Advanced Healthcare Solutions segment, to an unrelated third party for cash consideration of $9.6 million.

As a result of the sale, during the year ended December 31, 2022, we recorded a net realized pre-tax gain totaling $0.5 million, net of transaction costs, which is recorded as “Other non-operating expense, net” in the Consolidated Statements of Earnings.

The divested business accounted for less than 1.0% of total revenue and less than 0.3% of total assets for the year ended December 31, 2021.

The divestiture of this product line did not represent a strategic shift with a major effect on the Company’s operations and financial results and therefore the divested product line is not reported as a discontinued operation.

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Additionally, during the first quarter of 2021 we recognized a gain of $57.0 million related to the subsequent change in the fair value of the Retained Vontier Shares.

Other Acquisition-related Matters

On April 1, 2019 (the “Principal Closing Date”), we acquired the advanced sterilization products business (“ASP”) of Johnson & Johnson, a New Jersey corporation.

During 2019, we acquired Censis Technologies (“Censis”).

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- The year-over-year net effect of acquisition-related transaction costs which were lower during 2022 — favorable 65 basis points

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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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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.

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 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.

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

2019

*Advanced Sterilization Products Acquisition*

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

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

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

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

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

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

As of December 31, 2021 we have closed all Principal Countries and all Non-Principal Countries.

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

In addition, the Company entered into a transition services agreement with Johnson & Johnson for certain administrative and operational services (“TSA”) with Principal Countries and distribution agreements in the Non-Principal Countries.

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

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

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

As of December 31, 2021, ASP had exited the TSAs and substantially all of the distribution agreements.

*Other Acquisitions and Investments*

In addition to the acquisition of ASP, during 2019, we acquired 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.

We recorded an aggregate of $781 million of goodwill related to these acquisitions.

*Combination of the Tektronix Video Business with Telestream*

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

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

Through rigorous application of the proprietary set of growth, lean, and leadership tools and processes that comprise FBS, we continuously improve business performance in the critical areas of innovation, product development and commercialization, global supply chain, sales and marketing, [removed: and leadership development.][added: corporate development,]

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

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

[removed: Our Intelligent Operating Solutions segment provides leading workflow solutions to accelerate industrial and] [added: These offerings include electrical test & measurement,] facility [removed: reliability] and [removed: performance, as well as compliance and] [added: asset lifecycle software applications, connected worker] safety [added: and compliance solutions] across a range of vertical end markets, including manufacturing, process industries, healthcare, utilities and power, communications and electronics, among others.

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

[removed: Customers for these products and services include design engineers for advanced electronic devices and equipment,] process [removed: and quality engineers focused on improved process] capability and 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 supplies critical workflow solutions [removed: to hospitals and other healthcare customers,] enabling [removed: safer,] [added: healthcare providers to deliver exceptional patient care] more [removed: efficient, and higher quality healthcare.][added: efficiently.]

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

We utilize a number of techniques to address potential disruption in and other risks relating to our supply chain, including in certain cases the use of safety stock, alternative [removed: materials,] [added: materials that meet the quality] and [added: regulatory requirements, and] qualification of multiple supply sources.

While the [added: remediation efforts taken by certain jurisdictions in response to the] COVID-19 pandemic and the [removed: widespread supply chain challenges due to labor, raw material, and component shortages, as well as widespread logistics issues had affected multiple industries and] [added: disruptions from the Ukraine/Russia conflict have] raised material and shipping costs, our supply chain was responsive to these dynamics, and we implemented solutions, including through [removed: FBS,] [added: FBS and working collaboratively with our suppliers,] to effectively support our [removed: near-term] operations, and help countermeasure production material shortages and distribution limitations.

From time to [removed: time] [added: time,] we engage in litigation to protect our intellectual property rights.

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

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

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

[removed: |  | | | | | | I&D in Our DNA: Build] [added: –Equity - Build] a culture of equity that enables greater innovation and performance for customers and [added: for] the [removed: world | | |][added: world.]

[removed: *Employee] [added: Employee] Experience and [removed: Communication*][added: Communication]

[removed: As in] [added: Consistent with] prior years, [removed: the 2021] [added: our] results [removed: informed] [added: continue to inform] both management and [removed: the] [added: our] Board of Directors on appropriate actions to [removed: continuously] enhance our [removed: employees’] [added: employee] experience.

Although the substantial majority of our revenue in [removed: 2021] [added: 2022] was from customers other than governmental entities, each of our segments has agreements relating to the sale of products to government entities.

[added: In addition, the government may assert that a claim] including items and services resulting from a violation of the U.S. Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act.

[removed: Our operations throughout the world, including in developing countries with heightened risks of] corruption, and interactions with individuals who are considered public officials under these laws, such as healthcare professionals in countries with state-run healthcare systems, expose us to the risk of violating these laws.

The CCPA has already been amended several times, including through a November 2020 ballot initiative (called the California Privacy Rights Act) (“CPRA”), which [removed: will go into effect] [added: became effective] in January 2023.

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

Fortive Business System

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human capital management, sustainability efforts, and leadership development.

Purpose and Values

We are guided by our shared purpose to deliver essential technology for the people who accelerate progress.

Driven by our shared purpose, we strive to accelerate transformation in high-impact fields, such as workplace safety, engineering, and healthcare, delivering high-tech solutions and high impact for engineers, scientists, frontline workers, and patients around the world.

With our shared purpose defining what we do, the following core values guide how we deliver every day for our stakeholders:

We build extraordinary teams for extraordinary results.

We believe we are more together, and we all have something unique to offer as we come together to solve problems no one could solve alone, committed to a strong and inclusive culture.

Customer success inspires our innovation.

We believe our most important breakthroughs are the ones that help our customers succeed, and we strive to break down barriers and forge new paths to world-changing innovations to move our customers forward.

Kaizen is our way of life.

We believe the next time can always be better, and our commitment to continuous improvement inspires us to keep growing and learning.

We compete for our shareholders.

We believe in prioritizing trust, sustainability, and positive impact to create long-term value for all of our stakeholders, including our shareholders, our employees, our customers and our communities.

Our Intelligent Operating Solutions segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows.

Our Precision Technologies segment helps solve tough technical challenges to speed breakthroughs in a wide range of applications, from food and beverage production and manufacturing to next-generation electric vehicles and clean energy, as our customers seek new test solutions to enable the electrification and connectivity of everything.

Our expertise in materials, methods and measurements are reflected in our electrical test & measurement, sensing and material technologies offered to a broad set of customers and vertical end markets, including industrial, power and energy, automotive, medical equipment, food and beverage, aerospace and defense, semiconductor, and other general industries.

Customers for these products and services include design engineers for advanced electronic devices and equipment, process and quality engineers focused on improved

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Our healthcare offerings help ensure critical safety standards are met, instruments and operating rooms are working at peak performance, and complex procedures are followed accurately in these mission-critical healthcare environments.

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

Fortive is a global team, approximately 18,000 strong, energized by a shared purpose.

Our People strategy centers on empowering strong, inclusive teams working together to solve problems no one could solve alone.

We intentionally seek out different skills, backgrounds, and voices to deliver results for our customers and fulfill our employee promise – For you.

For us.

For growth.

Our People strategy is defined by our inclusive growth culture, advanced through FBS, our talent and reward systems, and measured by our employee experience processes.

These key elements enable us to accelerate progress for our customers, our teams, and the world around us.

Inclusive Growth Culture

We believe we are more together.

Our culture sets the tone for Fortive’s People strategy and drives Fortive’s success.

Inclusion, Diversity, and Equity (“IDE”) are core pillars of our strategy and culture.

We accelerated the impact of IDE in 2022 by introducing our new inclusive leader experience to our senior leaders across the organization.

This development experience provides the tools and support to build an inclusive culture and prepares leaders to lead diverse high-performing teams.

We also continued to expand the impact of our Employee Friends and Resources Groups (“EFRG’s”) to increase inclusion and belonging within and for our underrepresented communities.

To drive FBS, continuous improvement and IDE accountability at all levels of our organization, our VP, Inclusion, Diversity, and Equity works closely with our senior management, our IDE Council, and our IDE practitioners.

We also cascade annual IDE goals into executive and senior leader performance measures.

Additionally, our Board of Directors and our Compensation Committee oversee our IDE efforts as part of our People strategy and measurement actions.

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The businesses in our Intelligent Operating Solutions segment provide differentiated instrumentation and sensors, software and services to address our customers’ toughest workflow challenges.

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

We offer a series of leading hardware offerings, including ruggedized 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.

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

We provide our customers with electrical test and measurement instruments and services, energetic material devices, and a broad portfolio of sensor and control system solutions.

In our sensing business, we provide solutions that sense, monitor, and control operational or manufacturing variables, such as temperature, pressure, level, and flow.

Our sensing products serve a wide variety of vertical markets, including power and energy, medical equipment, food and beverage, aerospace and defense, off-highway vehicles, electronics, semiconductors, and other general industrial markets.

In our energetic materials business, we design, manufacture, and market highly-engineered energetic material solutions for commercial, defense, and space markets.

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

Our offerings provide critical sterilization and disinfection solutions, including low-temperature hydrogen peroxide sterilization solutions and advanced infection prevention and patient safety in healthcare facilities.

In addition, we provide subscription-based surgical inventory management systems to healthcare facilities to facilitate inventory management and regulatory compliance as well as

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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.

Furthermore, through our solutions and services, we enable developers and engineers in healthcare and other critical industries across the end-to-end product creation cycle from concepts to finished products.

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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.

Empowering our talented, global team to contribute in meaningful ways drives our success and builds the organization for the future.

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.

*Growth and Development*

To support our teams’ learning and advancement and our company’s success, we invest in our people at every level.

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

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

| | | | | | |

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

| The Fortive9 | | | The Fortive9 is our leadership behavior framework that guides the development of our employees. It is a roadmap for the way we aspire to work, deliver value, and build strong teams. Examples of the Fortive9 include Deliver Results, Customer Obsessed, Innovate for Impact, and Adaptability. | | |

| People Leader Experience | | | Deep, experiential learning for both new and experienced leaders, harnessing the best of interactive learning, and providing critical tools as our employees assume greater people leadership responsibilities. | | |

| Accelerated Leadership Experience (ALE) | | | Designed for high performing employees in preparation for leading Fortive businesses or functions. We use immersive and experiential learning, where leaders develop personal skill and insight to fulfill their potential. | | |

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

| FBS Ignite | | | Supported with intensive development in the FBS toolset, active mentoring from the FBS Office, and executive career coaching, participants advance and share their expertise across different businesses. | | |

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

Each one of these investments in our team delivers value to both our people and our customers.

*Inclusion and Diversity*

Creating inclusive places to work and promoting diverse points of view are the lifeblood of our success.

In the spirit of continuous improvement, we continued to make significant strides in 2021 to reflect the priorities, and experiences of our global team and strengthen our culture of inclusion.

Our Board of Directors and our Compensation Committee oversee our Human Capital Management strategies, including our inclusion and diversity efforts.

Our VP, Inclusion & Diversity works closely with our senior management and our Inclusion & Diversity Council, involving employees at every level in advancing our work to build and nurture and strong and diverse global team.

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: 2021][added: 2022]

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

As of February 24, [removed: 2022] [added: 2023] there were [removed: 359,066,396] [added: 353,198,783] shares of Registrant’s common stock outstanding.

The aggregate market value of common stock held by non-affiliates of the Registrant as of July [removed: 2, 2021] [added: 1, 2022] was [removed: $25.3] [added: $19.5] 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: 2022] [added: 2023] annual meeting of stockholders (the [removed: “2022] [added: “2023] 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: 2022] [added: 2023] Proxy Statement specifically incorporated herein by reference, the [removed: 2022] [added: 2023] Proxy Statement is not deemed to be filed as part of this Form 10-K.

[removed: | [Information Relating to Forward-looking Statements](#i207805ce14724a60909000a6c8cb9e11_10) | | | | | | | | | [2](#i207805ce14724a60909000a6c8cb9e11_10) | | |][added: INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY]

| | | | Item 1. | | | [removed: [Business](#i207805ce14724a60909000a6c8cb9e11_16)] [added: [Business](#ib4bee1c7b2074b6b8d434b54f955dc87_16)] | | | [removed: [2](#i207805ce14724a60909000a6c8cb9e11_16)] [added: [4](#ib4bee1c7b2074b6b8d434b54f955dc87_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i207805ce14724a60909000a6c8cb9e11_19)] [added: Factors](#ib4bee1c7b2074b6b8d434b54f955dc87_19)] | | | [removed: [9](#i207805ce14724a60909000a6c8cb9e11_19)] [added: [11](#ib4bee1c7b2074b6b8d434b54f955dc87_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i207805ce14724a60909000a6c8cb9e11_22)] [added: Comments](#ib4bee1c7b2074b6b8d434b54f955dc87_22)] | | | [removed: [22](#i207805ce14724a60909000a6c8cb9e11_22)] [added: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_22)] | | |

| | | | Item 2. | | | [removed: [Properties](#i207805ce14724a60909000a6c8cb9e11_25)] [added: [Properties](#ib4bee1c7b2074b6b8d434b54f955dc87_25)] | | | [removed: [22](#i207805ce14724a60909000a6c8cb9e11_25)] [added: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_25)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i207805ce14724a60909000a6c8cb9e11_28)] [added: Proceedings](#ib4bee1c7b2074b6b8d434b54f955dc87_28)] | | | [removed: [22](#i207805ce14724a60909000a6c8cb9e11_28)] [added: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_28)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i207805ce14724a60909000a6c8cb9e11_31)] [added: Disclosures](#ib4bee1c7b2074b6b8d434b54f955dc87_31)] | | | [removed: [22](#i207805ce14724a60909000a6c8cb9e11_31)] [added: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_31)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#i207805ce14724a60909000a6c8cb9e11_34)] [added: Officers](#ib4bee1c7b2074b6b8d434b54f955dc87_34)] | | | [removed: [23](#i207805ce14724a60909000a6c8cb9e11_34)] [added: [25](#ib4bee1c7b2074b6b8d434b54f955dc87_34)] | | |

| | | | Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i207805ce14724a60909000a6c8cb9e11_40)] [added: Securities](#ib4bee1c7b2074b6b8d434b54f955dc87_40)] | | | [removed: [24](#i207805ce14724a60909000a6c8cb9e11_40)] [added: [26](#ib4bee1c7b2074b6b8d434b54f955dc87_40)] | | |

| | | | Item 6. | | | [removed: [\[Reserved\]](#i207805ce14724a60909000a6c8cb9e11_43)] [added: [\[Reserved\]](#ib4bee1c7b2074b6b8d434b54f955dc87_43)] | | | [removed: [24](#i207805ce14724a60909000a6c8cb9e11_43)] [added: [26](#ib4bee1c7b2074b6b8d434b54f955dc87_43)] | | |

| | | | Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i207805ce14724a60909000a6c8cb9e11_49)] [added: Operations](#ib4bee1c7b2074b6b8d434b54f955dc87_49)] | | | [removed: [24](#i207805ce14724a60909000a6c8cb9e11_49)] [added: [26](#ib4bee1c7b2074b6b8d434b54f955dc87_49)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i207805ce14724a60909000a6c8cb9e11_139)] [added: Risk](#ib4bee1c7b2074b6b8d434b54f955dc87_139)] | | | [removed: [49](#i207805ce14724a60909000a6c8cb9e11_139)] [added: [52](#ib4bee1c7b2074b6b8d434b54f955dc87_139)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i207805ce14724a60909000a6c8cb9e11_142)] [added: Data](#ib4bee1c7b2074b6b8d434b54f955dc87_142)] | | | [removed: [50](#i207805ce14724a60909000a6c8cb9e11_142)] [added: [53](#ib4bee1c7b2074b6b8d434b54f955dc87_142)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i207805ce14724a60909000a6c8cb9e11_250)] [added: Disclosure](#ib4bee1c7b2074b6b8d434b54f955dc87_250)] | | | [removed: [105](#i207805ce14724a60909000a6c8cb9e11_250)] [added: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_250)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i207805ce14724a60909000a6c8cb9e11_253)] [added: Procedures](#ib4bee1c7b2074b6b8d434b54f955dc87_253)] | | | [removed: [105](#i207805ce14724a60909000a6c8cb9e11_253)] [added: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_253)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i207805ce14724a60909000a6c8cb9e11_256)] [added: Information](#ib4bee1c7b2074b6b8d434b54f955dc87_256)] | | | [removed: [105](#i207805ce14724a60909000a6c8cb9e11_256)] [added: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_256)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i207805ce14724a60909000a6c8cb9e11_2748779072090)] [added: Inspections](#ib4bee1c7b2074b6b8d434b54f955dc87_259)] | | | [added: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_259)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i207805ce14724a60909000a6c8cb9e11_262)] [added: Governance](#ib4bee1c7b2074b6b8d434b54f955dc87_265)] | | | [removed: [105](#i207805ce14724a60909000a6c8cb9e11_262)] [added: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_265)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i207805ce14724a60909000a6c8cb9e11_265)] [added: Compensation](#ib4bee1c7b2074b6b8d434b54f955dc87_268)] | | | [removed: [106](#i207805ce14724a60909000a6c8cb9e11_265)] [added: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_268)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i207805ce14724a60909000a6c8cb9e11_268)] [added: Matters](#ib4bee1c7b2074b6b8d434b54f955dc87_271)] | | | [removed: [106](#i207805ce14724a60909000a6c8cb9e11_268)] [added: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_271)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i207805ce14724a60909000a6c8cb9e11_271)] [added: Independence](#ib4bee1c7b2074b6b8d434b54f955dc87_274)] | | | [removed: [106](#i207805ce14724a60909000a6c8cb9e11_271)] [added: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_274)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i207805ce14724a60909000a6c8cb9e11_274)] [added: Services](#ib4bee1c7b2074b6b8d434b54f955dc87_277)] | | | [removed: [106](#i207805ce14724a60909000a6c8cb9e11_274)] [added: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_277)] | | |

| | | | Item 15. | | | [Exhibits and Financial [removed: Schedules](#i207805ce14724a60909000a6c8cb9e11_280)] [added: Schedules](#ib4bee1c7b2074b6b8d434b54f955dc87_283)] | | | [removed: [106](#i207805ce14724a60909000a6c8cb9e11_280)] [added: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_283)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i207805ce14724a60909000a6c8cb9e11_283)] [added: Summary](#ib4bee1c7b2074b6b8d434b54f955dc87_286)] | | | [removed: [106](#i207805ce14724a60909000a6c8cb9e11_283)] [added: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_286)] | | |

[removed: INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS][added: | [Information Relating to Forward-looking Statements and Risk Factor Summary](#ib4bee1c7b2074b6b8d434b54f955dc87_10) | | | | | | | | | [2](#ib4bee1c7b2074b6b8d434b54f955dc87_10) | | |]

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, 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; [added: impact of climate-related events or transition activities;] 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 [removed: conditions;] [added: conditions, including impact of inflation or interest rate changes; impact of geopolitical events, including] the [added: impact of the Ukraine/ Russia conflict and other hostilities; 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.

[removed: Terminology] [added: Terminology,] such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future [removed: periods] [added: periods,] are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

☐

| | | | | | | [Signatures](#ib4bee1c7b2074b6b8d434b54f955dc87_292) | | | | | |

The following is a summary of the material risks and uncertainties we face, which are discussed more fully in “Item 1A.

Risk Factors” in this Annual Report:

Risk Related to Our Business Operations

- Conditions in the global economy, the markets we serve, and the financial markets may adversely affect our business and financial statements.

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

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

- The spread of, and the remedial efforts related to, COVID-19 in certain foreign jurisdictions are continuing to have an adverse impact on our business and results of operations.

- Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated, or experience cyclicality.

- We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share.

Even if we compete effectively, we may be required to reduce prices for our products and services.

- Our growth depends in part on the timely development and commercialization and customer acceptance of new and enhanced products and services based on technological innovation.

- If we are unable to recruit and retain key employees, our business may be harmed.

- A significant disruption in, or breach in security of, our information technology systems could adversely affect our business.

- Defects and unanticipated use or inadequate disclosure with respect to our products (including software) or services could adversely affect our business, reputation, and financial statements.

- Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns, or inventory levels of, key distributors and other channel partners could adversely affect our financial statements.

- Our restructuring activities could have long-term adverse effects on our business.

- Work stoppages, works council campaigns, and other labor disputes could adversely impact our productivity and results of operations.

- If we suffer loss to our facilities, supply chains, distribution systems, or information technology systems due to catastrophe or other events, our operations could be seriously harmed.

- If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.

- Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses, or licensing expenses or be prevented from selling products or services.

- We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our financial statements.

- Climate change, or legal or regulatory measure to address climate change, may negatively affect us.

Risk Related to our International Operations

- International economic, political, legal, compliance, and business factors could negatively affect our financial statements.

- Trade relations between China and the United States could have a material adverse effect on our business and financial statements.

- Foreign currency exchange rates, including the volatility thereof, may adversely affect our financial statements.

Risk Related to Our Acquisitions, Investments, and Dispositions

- Any inability to consummate acquisitions at our anticipated rate and at appropriate prices could negatively impact our growth rate and stock price.

- Our acquisition of businesses, joint ventures, and strategic relationships could negatively impact our financial statements.

- The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.

- Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements.

- Potential indemnification liabilities to Vontier pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

Risk Related to Regulatory and Compliance Matters

- Changes in industry standards and governmental regulations may reduce demand for our products or services or increase our expenses.

- Our reputation, ability to do business, and financial statements may be impaired by improper conduct by any of our employees, agents, or business partners.

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

As of December 31, [removed: 2021,] [added: 2022,] our facilities included approximately 60 significant facilities, which are used for manufacturing, distribution, warehousing, research and development, general administrative, and/or sales functions.

Approximately 35 of these facilities are located in the United States in [removed: over] 20 states and approximately 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: 6] [added: 5] million square feet, of which approximately 3 million square feet are owned and approximately [removed: 3] [added: 2] million square feet are leased.

Set forth below are the names, ages, positions, and experience of our executive officers as of February [removed: 25, 2022.][added: 28, 2023.]

| James A. Lico | | | | | | [removed: 56] [added: 57] | | | | | | President and Chief Executive Officer | | | | | | 2016 | | |

| Charles E. McLaughlin | | | | | | [removed: 60] [added: 61] | | | | | | Senior Vice President – Chief Financial Officer | | | | | | 2016 | | |

| Patrick K. Murphy | | | | | | [removed: 60] [added: 61] | | | | | | President and CEO of Advanced Healthcare Solutions | | | | | | 2016 | | |

| Tamara S. Newcombe | | | | | | [removed: 56] [added: 57] | | | | | | President and CEO of Precision Technologies | | | | | | 2022 | | |

| Jonathan L. Schwarz | | | | | | [removed: 50] [added: 51] | | | | | | Senior Vice President – Corporate Development | | | | | | 2016 | | |

| Edward R. Simmons | | | | | | [removed: 48] [added: 49] | | | | | | Senior Vice President – Strategy | | | | | | 2021 | | |

| Olumide Soroye | | | | | | [removed: 49] [added: 50] | | | | | | President and CEO of Intelligent Operating Solutions | | | | | | 2021 | | |

| Peter C. Underwood | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Stacey A. Walker | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President – Human Resources | | | | | | 2016 | | |

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

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

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

As of February 24, [removed: 2022,] [added: 2023,] there were approximately [removed: 2,000] [added: 1800] holders of record of our common stock.

We have historically paid a quarterly dividend of $0.07 per share of our common stock.

Any future payments of dividends on our common stock will be determined by our Board of Directors and will depend on our business conditions, financial results and other factors our Board deems relevant.

During the fiscal year ended December 31, 2022, the Company purchased 7,000,000 shares of its common stock at an average share price of $63.25, including 1,000,000 shares at an average share price of $66.74 during the fourth quarter of 2022, leaving 13 million shares authorized for repurchase under the share repurchase program as of December 31, 2022.

The following table provides details about our share repurchases during the fiscal quarter ended December 31, 2022.

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

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

| Period | | | Total number of shares (or units) purchased | | | | | | Average price paid per share (or unit) | | | | | | Total number of shares (or units) purchased as part of publicly announced plans or programs | | | | | | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | | |

| Oct 1 - Oct 31 | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| Nov 1 - Nov 30 | | | 1,000,000 | | | | | | 66.74 | | | | | | 1,000,000 | | | | | | 13,000,000 | | |

| Dec 1 - Dec 31 | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | 1,000,000 | | | | | | $ | 66.74 | | | | | 1,000,000 | | | | | | 13,000,000 | | |

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

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting is effective.

This report dated February 28, [removed: 2022] [added: 2023] appears on page [removed: 51] [added: 54] of this Form 10-K.

We have audited Fortive Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 [removed: Fortive Corporation and subsidiaries] [added: the Company] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 28, [removed: 2022] [added: 2023] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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 28, [removed: 2022] [added: 2023] 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 computes the estimated fair value through a discounted cash flow analysis to validate the results of the market approach. The 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: $9.2] [added: $9.0] billion as of December 31, [removed: 2021.] [added: 2022.] 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 the significant assumptions related to the selection of market multiples and projected financial information. A high degree of audit judgment and an increased extent of effort including the need to involve our fair value specialists was required. | | |

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

| Cash and equivalents | | | $ | [removed: 819.3] [added: 709.2] | | | | | $ | [removed: 1,824.8] [added: 819.3] | |

| Accounts receivable less allowance for doubtful accounts of [removed: $39.7] [added: $43.9] million and [removed: $42.5] [added: $39.7] million, respectively | | | [removed: 930.2] [added: 958.5] | | | | | | [removed: 810.3] [added: 930.2] | | |

| Inventories | | | [removed: 512.7] [added: 536.7] | | | | | | [removed: 455.5] [added: 512.7] | | |

| Prepaid expenses and other current assets | | | [removed: 252.7] [added: 272.6] | | | | | | [removed: 206.7] [added: 252.7] | | |

| [removed: Investment] [added: Gain on investment] in Vontier Corporation | | | — | | | | | | [added: 57.0 | | | | | |] 1,119.2 | | |

| [removed: Current assets, discontinued operations] [added: Assets of Discontinued Operations] | | | — | | | | | | [added: — | | | | | |] 30.4 | | |

| Total current assets | | | [removed: 2,514.9] [added: 2,477.0] | | | | | | [removed: 4,446.9] [added: 2,514.9] | | |

| Property, plant and equipment, net | | | [removed: 395.5] [added: 421.9] | | | | | | [removed: 422.0] [added: 395.5] | | |

| Operating lease right-of-use assets | | | [removed: 175.6] [added: (36.8)] | | | | | | [removed: 188.7] [added: (42.6)] | | |

| Goodwill | | | [removed: 9,152.0] [added: 9,048.5] | | | | | | [removed: 7,359.2] [added: 9,152.0] | | |

| Other intangible assets, net | | | [removed: 3,890.2] [added: 3,487.4] | | | | | | [removed: 3,290.6] [added: 3,890.2] | | |

| Total assets | | | $ | [added: 15,890.6 | | | | | $ |] 16,465.5 | | | | | $ | 16,051.5 | |

| [removed: LIABILITIES] [added: LIABILITIES] AND [removed: EQUITY] [added: EQUITY] | | | | | | | | | | | |

| [removed: Current liabilities:] [added: Total current liabilities] | | | [added: 2,727.1] | | | | | | [added: 3,714.9] | | |

| Current portion of long-term debt | | | $ | [removed: 2,151.7] [added: 999.7] | | | | | $ | [removed: 1,399.8] [added: 2,151.7] | |

| Trade accounts payable | | | [removed: 557.9] [added: 623.0] | | | | | | [removed: 480.8] [added: 557.9] | | |

| [removed: Current operating] [added: Operating] lease liabilities | | | [added: 38.4 | | | | | | 131.0 | | | | | |] 44.6 | | | | | | [removed: 47.0] [added: 139.9] | | |

| Accrued expenses and other current liabilities | | | [removed: 960.7] [added: 1,104.4] | | | | | | [removed: 899.9] [added: 1,005.3] | | |

| [removed: Operating] [added: Total operating] lease liabilities | | | [removed: 139.9 | | | | | | 154.3] [added: $] | [added: 169.4] | |

| Other long-term liabilities | | | [removed: 1,286.4] [added: 1,223.3] | | | | | | [removed: 1,233.4] [added: 1,426.3] | | |

| Long-term debt | | | [removed: 1,807.3] [added: 2,251.6] | | | | | | [removed: 2,830.3] [added: 1,807.3] | | |

| Preferred stock: $0.01 par value, 15.0 million shares [removed: authorized; 5.0% Mandatory convertible preferred stock, series A, zero shares] [added: authorized] and [removed: 1.4 million] [added: no] shares [removed: designated,] issued [removed: and] [added: or] outstanding at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively. | | | — | | | | | | — | | |

| Common stock: $0.01 par value, 2.0 billion shares authorized; [removed: 360.4] [added: 361.5] million and [removed: 339.0] [added: 360.4] million issued; [removed: 359.1] [added: 352.9] million and [removed: 337.9] [added: 359.1] million outstanding at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively | | | 3.6 | | | | | | [removed: 3.4] [added: 3.6] | | |

| Additional paid-in capital | | | [removed: 3,670.0] [added: 3,706.3] | | | | | | [removed: 3,554.5] [added: 3,670.0] | | |

| Retained earnings | | | [removed: 6,023.6] [added: 6,742.1] | | | | | | [removed: 5,547.4] [added: 6,023.6] | | |

| Accumulated other comprehensive loss | | | [removed: (185.0)] [added: (325.7)] | | | | | | [removed: (141.1)] [added: (185.0)] | | |

| Total Fortive stockholders’ equity | | | [removed: 9,512.2] [added: 9,683.4] | | | | | | [removed: 8,964.2] [added: 9,512.2] | | |

| Noncontrolling interests | | | [removed: 4.8] [added: 5.2] | | | | | | [removed: 8.5] [added: 4.8] | | |

| Total stockholders’ equity | | | [removed: 9,517.0] [added: 9,688.6] | | | | | | [removed: 8,972.7] [added: 9,517.0] | | |

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

February 28, 2023

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

| Other assets | | | 455.8 | | | | | | 512.9 | | |

| Treasury shares, at cost | | | (442.9) | | | | | | — | | |

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

| Russia exit and wind down costs | | | (17.9) | | | | | | — | | | | | | — | | |

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

| Pension and post-retirement plan benefit adjustments | | | 38.0 | | | | | | 24.8 | | | | | | (12.7) | | |

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

| Adoption of ASU 2016-13 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (31.3) | | | | | | — | | | | | | — | | |

| Shares withheld for taxes | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16.3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Shares withheld for taxes | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16.8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Adoption of ASU 2020-06 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (65.7) | | | | | | — | | | | | | 62.8 | | | | | | — | | | | | | — | | |

| Balance, January 1, 2022 | | | — | | | | | | — | | | | | | 359.1 | | | | | | 3.6 | | | | | | 3,604.3 | | | | | | — | | | | | | 6,086.4 | | | | | | (185.0) | | | | | | 4.8 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (140.7) | | | | | | — | | |

| Common stock repurchases | | | — | | | | | | — | | | | | | (7.0) | | | | | | — | | | | | | — | | | | | | (442.9) | | | | | | — | | | | | | — | | | | | | — | | |

| Shares withheld for taxes | | | — | | | | | | — | | | | | | (0.2) | | | | | | — | | | | | | (13.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Change in noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | |

| Balance, December 31, 2022 | | | — | | | | | | $ | — | | | | | 352.9 | | | | | | $ | 3.6 | | | | | $ | 3,706.3 | | | | | $ | (442.9) | | | | | $ | 6,742.1 | | | | | $ | (325.7) | | | | | $ | 5.2 | |

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

| Russia exit and wind down costs | | | 9.2 | | | | | | — | | | | | | — | | |

| All other investing activities | | | (3.5) | | | | | | — | | | | | | — | | |

| Repurchase of common shares | | | (442.9) | | | | | | — | | | | | | — | | |

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

Russia Ukraine Conflict

In February 2022, Russian forces invaded Ukraine (“Russia Ukraine Conflict”) resulting in broad economic sanctions being imposed on Russia.

In the second quarter of 2022, the Company exited business operations in Russia, other than for ASP’s sterilization products, which are exempt from international sanctions as humanitarian products.

Our business in Russia and Ukraine accounted for less than 1% of total revenue and less than 0.2% of total assets for the year ended December 31, 2021.

During the year ended December 31, 2022, the Company recorded pre-tax charges of $17.9 million, primarily relating to the write-off of net assets, the write-off of the cumulative translation adjustment in earnings for legal entities deemed substantially liquidated, and to record provisions for employee severance and legal contingencies.

These costs are identified as the “Russia exit and wind down costs” in the Consolidated Statements of Earnings.

Substantially all related liabilities were paid and settled during the year ended December 31, 2022.

Our Intelligent Operating Solutions segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows.

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

Our Precision Technologies segment helps solve tough technical challenges to speed breakthroughs in a wide range of applications, from food and beverage production and manufacturing to next-generation electric vehicles and clean energy, as our customers seek new test solutions to enable the electrification and connectivity of everything.

Our expertise in materials, methods and measurements are reflected in our electrical test & measurement, sensing and material technologies offered to a broad set of customers and vertical end markets, including industrial, power and energy, automotive, medical equipment, food and beverage, aerospace and defense, semiconductor, and other general industries.

Our healthcare offerings help ensure critical safety standards are met, instruments and operating rooms are working at peak performance, and complex procedures are followed accurately in these mission-critical healthcare environments.

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

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)

| ASSETS | | | | | | | | | | | |

| Other assets | | | 337.3 | | | | | | 344.1 | | |

| Current liabilities, discontinued operations | | | — | | | | | | 33.3 | | |

| Total current liabilities | | | 3,714.9 | | | | | | 2,860.8 | | |

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

| Gain from combination of business | | | — | | | | | | — | | | | | | 40.8 | | |

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

| Pension adjustments | | | 24.8 | | | | | | (12.7) | | | | | | (20.2) | | |

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

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

| Balance, January 1, 2019 | | | 334.5 | | | | | | $ | 3.4 | | | | | 1.4 | | | | | | $ | — | | | | | $ | 3,126.0 | | | | | $ | 3,552.7 | | | | | | | | | | | $ | (86.6) | | | | | $ | 17.4 | |

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

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

| Net transfers to Former Parent | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4.1) | | | | | | — | | | | | | | | | | | | — | | | | | | | | |

| Adoption of accounting standards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (31.3) | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

| Gain from combination of business | | | — | | | | | | — | | | | | | (40.8) | | |

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

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

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

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 [removed: the Company’s financial statements for the year ended December 31, 2021 included in] Item [removed: 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.][added: 8.]

Financial Statements and Supplementary Data, 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.

*Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934*

Section 13(r) of the Exchange Act requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings with individuals or entities subject to specific U.S. economic sanctions during the reporting period, even when the activities, transactions, or dealings are conducted in compliance with applicable law.

On March 2, 2021, the U.S. government designated the Russian Federal Security Service (the “FSB”) as a blocked party under Executive Order 13382.

On the same day, the U.S. Department of the Treasury’s Office of Foreign Assets Control issued General License No. 1B (the “OFAC General License”), which generally authorizes U.S. companies to engage in certain transactions and dealings with the FSB necessary and ordinarily incident to requesting or obtaining licenses, permits, certifications or notifications issued or registered by the FSB for the importation, distribution or use of information technology products in Russia.

As a result, Section 13(r) of the Exchange Act now requires disclosure of dealings with FSB, even where the activities were conducted in compliance with applicable laws and regulations.

As permitted and authorized by the OFAC General License with respect to ASP's sterilization products that are exempt from international sanctions as humanitarian products, certain of the Company's subsidiaries for the ASP operations may file notifications with, or apply for import licenses and permits from, the FSB as required pursuant to Russian encryption product import controls for the purpose of enabling such subsidiaries or their channel partners to import and distribute ASP's sterilization products in the Russian Federation.

There are no gross revenues or net profits directly associated with these activities with the FSB, and neither the Company nor any of its subsidiaries distribute or sell products or provide services to the FSB.

Not applicable.

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled [removed: Election of Directors] [added: Directors] and Corporate Governance in the Proxy Statement for our [removed: 2022] [added: 2023] annual meeting and to the information under the caption “Information about our Executive Officers” in Part I hereof.

We intend to disclose any amendment to the 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 Fortive Code granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any of our other executive officers, in the [added: “Our Culture-Integrity & Compliance” section of our website, at www.fortive.com, within four business days following the date of such amendment or waiver.]

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

[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 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, [added: Pay versus Performance Disclosure] and Director Compensation in the Proxy Statement for our [removed: 2022] [added: 2023] 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 Ownership of Our Stock, and Equity Compensation Plan Information in the Proxy Statement for our [removed: 2022] [added: 2023] annual meeting.

The information required by this Item is incorporated by reference from the sections entitled Corporate [removed: Governance] [added: Governance - Director Independence] and Certain Relationships and Related Transactions in the Proxy Statement for our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] annual meeting.

An index of Exhibits and Schedules is on page [removed: 106] [added: 105] of this report.

| Valuation and Qualifying Accounts | | | [removed: [114](#i207805ce14724a60909000a6c8cb9e11_292)] [added: [112](#ib4bee1c7b2074b6b8d434b54f955dc87_295)] | | |

| Exhibit Number | | | | | | Description | | | | | | | | | [removed: | | |]

| 2.1 | | | | | | [Separation and Distribution Agreement, dated as of October 8, 2020, by and between Vontier Corporation and Fortive 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 8-K filed on October 13, 2020 (Commission File Number: 1-37654) | | | [removed: | | |]

| 3.1 | | | | | | [Restated Certificate of Incorporation of Fortive [removed: Corporation](http://www.sec.gov/Archives/edgar/data/1659166/000119312517200124/d408502dex31.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000155/a202271-ex31.htm)] | | | | | | Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Quarterly Report on Form10-Q for the quarter ended July [removed: 2, 2021] [added: 1, 2022] (Commission File Number: 1-37654) | | | [removed: | | |]

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

| [removed: 4.2] [added: 10.2] | | | | | | [removed: [Indenture,] [added: [364-Day Term Loan Credit Agreement,] dated as of [removed: February 22, 2019,] [added: October 18, 2022,] 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 the lenders referred to therein.](https://www.sec.gov/Archives/edgar/data/1659166/000119312522265934/d404734dex102.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 4.1] [added: 10.2] to Fortive Corporation’s Current Report on Form 8-K filed on [removed: February 22, 2019] [added: October 20, 2022] (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 4.3] [added: 4.2] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit43-descriptionofsec.htm) | | |] [added: Securities](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit42-descriptionofsec.htm)] | | | | | | | | |

| 10.1 | | | | | | [removed: [Amended] [added: [Second Amended] and Restated Credit Agreement, dated as of [removed: November 30, 2018,] [added: October 18, 2022,] among Fortive [removed: Corporation and certain of its subsidiaries party thereto,] [added: Corporation,] Bank of America, N.A., as Administrative Agent and [added: USD] Swing Line Lender, [added: Bank of America, N.A., London Branch, as Alternative Currency Swing Line Lender,] and the lenders referred to [removed: therein](http://www.sec.gov/Archives/edgar/data/1659166/000119312518341138/d665431dex101.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/1659166/000119312522265934/d404734dex101.htm)] | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on [removed: December 3, 2018] [added: October 20, 2022] (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.7] [added: 10.3] | | | | | | [Fortive Corporation 2016 Stock Incentive Plan, as amended and restated*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1015.htm) | | | | | | 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) | | | [removed: | | |]

| [removed: 10.8] [added: 10.7] | | | | | | [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) | | | [removed: | | |]

| [removed: 10.9] [added: 10.5] | | | | | | [Form of Fortive Corporation Non-Employee Directors Restricted Stock Unit Agreement *](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex109.htm) | | | | | | Incorporated by reference from Exhibit 10.9 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.10] [added: 10.6] | | | | | | [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) | | | [removed: | | |]

| [removed: 10.11] [added: 10.9] | | | | | | [Form of Fortive Corporation [removed: Restricted] 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-ex1013.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.11] [added: 10.13] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.12] [added: 10.8] | | | | | | [Form of Fortive Corporation Non-Employee Directors Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1012.htm) | | | | | | Incorporated by reference from Exhibit 10.12 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.13] [added: 10.14] | | | | | | [removed: [Form of] [added: [Aircraft Time Sharing Agreement, dated July 18, 2016, between] Fortive Corporation [removed: Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1013.htm)] [added: and James Lico*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1018.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.13] [added: 10.18] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.14] [added: 10.10] | | | | | | [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) | | | [removed: | | |]

| [removed: 10.15] [added: 10.11] | | | | | | [Fortive Corporation Severance and Change in Control Plan for Officers*](http://www.sec.gov/Archives/edgar/data/1659166/000119312517106559/d367740dex101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K, filed on March 31, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.16] [added: 10.12] | | | | | | [Fortive Executive Deferred Incentive Program*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516609931/d152246dex1010.htm) | | | | | | Incorporated by reference from Exhibit 10.10 to Fortive Corporation’s Current Report on Form 8-K filed on June 1, 2016 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.17] [added: 10.13] | | | | | | [Form of D&O Indemnification Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm) | | | | | | Incorporated by reference from Exhibit 10.10 to Amendment No. 2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.18] [added: 10.15] | | | | | | [Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and [removed: James Lico*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1018.htm)] [added: Charles McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1019.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.18] [added: 10.19] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.19] [added: 10.22] | | | | | | [removed: [Aircraft Time Sharing Agreement,] [added: [Offer of Employment Letter,] dated July [removed: 18, 2016,] [added: 12, 2021] between [removed: Fortive Corporation] [added: TGA Employment Services LLC] and [removed: Charles McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1019.htm)] [added: Olumide Soroye*](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit1026-svpceoiosoffer.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.19] [added: 10.26] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017] [added: 2021] (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.20] [added: 10.16] | | | | | | [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 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2021 (Commission File Number: 1-37654 | | | [removed: | | |]

| [removed: 10.21] [added: 10.17] | | | | | | [Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex102.htm)* | | | | | | Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.22] [added: 10.18] | | | | | | [Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan Election Form](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex103.htm)* | | | | | | Incorporated by reference from Exhibit 10.3 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2017 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.23] [added: 10.19] | | | | | | [Offer of 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 10.6 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.24] [added: 10.20] | | | | | | [Offer of Employment Letter, dated February 1, 2016, between TGA Employment Services LLC [removed: and Barbara Hulit*](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1022.htm)] [added: and](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1034.htm) [Stacey Walker](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1034.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1034.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.22] [added: 10.34] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2016] [added: 2020] (Commission File Number: 1-37654) | | | [removed: | | |]

| [removed: 10.27] [added: 10.23] | | | | | | [Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary [removed: Interests*](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit1027-ftvpresidentnca.htm) | | |] [added: Interests*](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit1023-ftvsection16of.htm)] | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit211significantsubs2.htm) | | |] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit211significantsubs2.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/exhibit231ftvconsent2021.htm) | | |] [added: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit231ftvconsent2022.htm)] | | | | | | | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex311.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/a20221231-ex311.htm)] | | | | | | | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex312.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/a20221231-ex312.htm)] | | | | | | | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex321.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/a20221231-ex321.htm)] | | | | | | | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000054/a20211231-ex322.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/a20221231-ex322.htm)] | | | | | | | | |

| 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) | | | | | | | | | [removed: | | |]

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

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

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

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

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

| 104 | | | | | | Inline Cover page formatted as Inline XBRL and contained in Exhibit 101 | | | | | | | | | [removed: | | |]

[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

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| 3.2 | | | | | | [Amended and Restated Bylaws of Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312522280200/d254899dex31.htm) | | | | | | Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K filed on November 8, 2022 (Commission File Number: 1-37654) | | |

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[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

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| 10.4 | | | | | | [Form of Fortive Corporation Performance Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000102/exhibit101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the year ended April 1, 2022 (Commission File Number: 1-37654) | | |

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[Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)

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| 10.21 | | | | | | [Offer of Employment Letter, dated January 25, 2021 between TGA Employment Services LLC and](https://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex108.htm) [Patrick Murphy](https://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex108.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex108.htm) | | | | | | Incorporated by reference from Exhibit 10.8 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | | |

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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.](https://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 Number: 1-33209) | | | | | |

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

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| 10.3 | | | | | | [Amendment No. 2 to the Revolving Credit Agreement, dated as of February 25, 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 therein](https://www.sec.gov/Archives/edgar/data/1659166/000119312520056528/d896019dex101.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on February 28, 2020 (Commission File Number: 1-37654) | | | | | |

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

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| 10.4 | | | | | | [Amendment No. 3 to Revolving Credit Agreement, dated as of 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 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 April 30, 2020 (Commission File Number: 1-37654) | | | | | |

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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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| 10.6 | | | | | | [364-Day Term Loan Credit Agreement, dated as of December 16, 2021, among Fortive Corporation, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein.](https://www.sec.gov/Archives/edgar/data/1659166/000119312521364940/d276123dex101.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on December 21, 2021 (Commission File Number: 1-37654) | | | | | |

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

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