Fortive (FTV) 10-K risk factor changes: FY2023 vs FY2022

Our business is impacted by general economic conditions, and adverse economic conditions arising from any slower global economic growth, reduced demand or consumer confidence, energy, manufacturing or component supply constraints arising from the [removed: Ukraine/Russia conflict or COVID-19 infection rates] [added: international conflicts, including Russian invasion of Ukraine] and [removed: remediation efforts,] [added: the Israel-Hamas war,] 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, unemployment and 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, other geopolitical conflict, sanctions, natural disasters, terrorist attacks, and other challenges affect us and our distributors, customers, and suppliers, including having the effect of:

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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, [removed: including those caused by the COVID-19 pandemic,] geopolitical disruptions, [removed: including the Ukraine/Russia conflict,] severe weather events, increases in demand outpacing supply capabilities, labor shortages, seasonality or cyclicality.

[added: 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: If we do not develop innovative new and enhanced products and] services on a timely basis, our offerings will become obsolete over time and our competitive position and financial statements will suffer.

In particular, the markets for highly skilled employees and leaders in the technology and healthcare industries [removed: are extremely] [added: remain] competitive.

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

[removed: A significant disruption] [added: Significant disruptions] in, or [removed: breach] [added: breaches] in security of, our information technology systems [added: have adversely affected, and in the future] could adversely [removed: affect] [added: affect,] our business.

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

[removed: 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, 2022, such attacks have not had a material impact on our operations or financial results,] [added: Furthermore,] 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.

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

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

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

[added: 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.

[removed: We cannot assure you that our liabilities] in connection with litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and reputation.

In [removed: 2022,] [added: 2023,] approximately 46% of our sales were derived from customers outside the United States.

- impact of geopolitical conflict, including the [removed: Ukraine/Russia conflict;][added: Russian invasion of Ukraine and the Israel-Hamas war;]

During [removed: 2022,] [added: 2023,] sales in China accounted for approximately [removed: 12%] [added: 11%] of our total sales for the year.

Overall strengthening of the U.S. dollar during most of fiscal year [removed: 2022] [added: 2023] 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.

[removed: 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 effects.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents, or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks, and false claims, sales and [removed: marketing practices, conflicts of interest, competition, export and import compliance, money laundering, and data privacy.]

For additional information regarding these risks, please refer to Note [removed: 16] [added: 14] to the consolidated financial statements.

We cannot assure you that our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or adversely affect our reputation and financial statements [added: 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.]

[removed: Government contracts that have been awarded to us following a bid process] could become the subject of a bid protest by a losing bidder, which could result in loss of the contract.

Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired; [removed: 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 [added: 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.]

Any such new or additional legal or regulatory [added: requirements, including extensive disclosure] requirements [added: in various jurisdictions, including in the E.U. and domestically,] may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements.

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

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

The opinion relies on certain facts, assumptions, representations, and undertakings from the applicable parties regarding the past and future conduct of the [removed: companies’ respective businesses and other matters.]

As of December 31, [removed: 2022,] [added: 2023,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $12.5] [added: $12.3] billion.

Refer to Note 2 and Note [removed: 7] [added: 6] to the consolidated financial statements for a description of our policies relating to goodwill and acquired intangibles.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $3.3] [added: $3.7] billion of long-term debt, including the current portion of long-term debt, on a consolidated basis.

Please refer to Note [removed: 11] [added: 10] to the consolidated financial statements for additional details.

In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that [removed: you] [added: our shareholders] may favor.

This exclusive forum provision may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with our company or our directors or officers, which may discourage such lawsuits against our company and our directors and [removed: officers.]

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If we do not develop innovative new and enhanced products and

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Like many multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, and other cyber-attacks that have resulted in disruption of our operations, unauthorized access to confidential information and increased the cost of operations through containment, investigation and remediation efforts, including cybersecurity incidents in the fourth quarter of 2023.

Increasing use of artificial intelligence may increase these risks.

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We may use artificial intelligence in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We may incorporate artificial intelligence (“AI”) solutions into our products, services and features, and we may leverage AI, including generative AI, in our product development, our operations, and our software programming.

Our competitors or other third parties may incorporate AI into their products or operational processes more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

In addition, there are significant risks involved in developing and deploying AI and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

For example, our AI-related efforts, particularly those related to generative AI, subject us to risks related to accuracy, intellectual property infringement or misappropriation, data privacy, and cybersecurity, among others.

It is also uncertain how various laws related to online services, intermediary liability, and other issues will apply to content generated by AI.

AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI, including the regulation of AI by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services, and features to implement AI ethically and minimize any unintended harmful impacts.

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caused by climate change and other climate-related causes.

We cannot assure you that our liabilities

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Sales and expenses of our non-U.S.

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marketing practices, conflicts of interest, competition, export and import compliance, money laundering, and data privacy.

Government contracts that have been awarded to us following a bid process

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- we are also subject to the federal False Claims Act (the “FCA”), which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits.

There are many potential bases for liability under the FCA.

In addition, we could be held liable under the FCA if we are deemed to “cause” the submission of false or fraudulent claims; and

For example, we recently discovered that Gems Sensors, Inc., an entity that has been merged into Setra Systems, Inc. and now operates as Gems Setra, made certain incorrect representations regarding its status as a small business concern as defined by the Small Business Act for certain contracts that it was awarded by the Defense Logistics Agency ("DLA").

As a result, on January 26, 2024, we voluntarily notified the Department of Defense Office of Inspector General (“OIG”) and the DLA of this matter.

While we are continuing to investigate, we currently do not expect this matter to have a material adverse effect on our financial condition or results of operations.

However, resolution of this matter could subject us to fines or penalties, and we cannot assure you of the timing or outcome of such resolution.

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companies’ respective businesses and other matters.

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officers.

Any sustained

The spread of, and the remediation efforts related to, COVID-19 in certain key jurisdictions on supply chain, labor force, and the operations of our customers, suppliers, and vendors are continuing to have an adverse impact on our business and results of operations.

Continued spread of, and efforts to mitigate COVID-19 in certain key countries, including 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 products from the impacted countries.

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.

Furthermore, the workforce shortage in the United States and in other jurisdictions has increased the overall competitiveness and cost of retaining and attracting qualified employees.

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

In addition, as a

- the impact of the U.K.’s exit from the E.U. (Brexit) on the Company’s business operations in the U.K. and Europe, including the effects of the Trade and Cooperation Agreement between the European Union, the European Atomic Energy Community, and the United Kingdom signed on December 30, 2020;

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.

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.

and to establish a global minimum corporate tax rate.

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

We are headquartered in Everett, Washington and [removed: employ] [added: have] a [removed: team] [added: workforce] of more than 18,000 research and development, manufacturing, sales, distribution, service, and administrative [removed: employees] [added: professionals] in more than 50 countries around the world.

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Fortive is a multinational business with global operations with approximately 46% of our sales derived from customers outside the United States in [removed: 2022.][added: 2023.]

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

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 [removed: 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.

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

References to sales attributable to acquisitions or acquired businesses refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition [removed: and] [added: less] the [removed: effect] [added: amount] of [removed: purchase accounting][added: sales attributable to certain divested businesses or product lines not considered discontinued operations prior to the first anniversary of the divestiture.]

Geographically, year-over-year sales from existing businesses in developed markets increased [removed: low double-digits, with low double-digit] [added: by mid-single-digits, driven by mid-single-digit] growth in [removed: both] North [removed: America and] [added: America, low single-digit growth in] Western Europe, [removed: respectively.][added: and low double-digit growth in Japan.]

Year-over-year sales from existing businesses in high growth markets increased [removed: low double-digits] [added: mid-single-digits,] driven by low [removed: twenties] [added: single-digit] growth in [removed: Latin America and] [added: Asia, which includes] low [removed: double-digit] [added: single-digit] growth in [removed: China.][added: China, and high single-digit growth in Latin America.]

[removed: In addition to increased demand, year-over-year] [added: Year-over-year] price increases [added: in our Precision Technologies segment] contributed [removed: 5.2%] [added: 5.7%] to sales growth during [removed: 2022,] [added: 2023] as compared to [removed: 2021,] [added: 2022,] and is reflected as a component of the change in sales from existing businesses.

The strengthening of the U.S. dollar relative to other currencies reduced our sales by [removed: 3.1%] [added: 0.6%] during [removed: 2022,] [added: 2023,] as compared to [removed: 2021] [added: 2022] and may continue to impact our results in future periods.

[removed: Despite an evolving macro environment and continued geopolitical conflict, we] [added: We] anticipate [removed: increasing demand for our offerings will continue and are projecting] full year sales to grow on a year-over-year basis by approximately [removed: 2.0%-4.5%] [added: 6% and 8%] with year-over-year growth from existing businesses of approximately [removed: 3.0%-5.5%.][added: 2% and 4%.]

Additionally, [removed: this] [added: our financial] outlook is subject to various assumptions and risks, including but not limited [removed: to the resilience and durability of the economies of] [added: to, macroeconomic conditions in] the United States and other critical regions, ongoing challenges with global logistics and supply [removed: chains including the availability of electronic components, inflationary pressures, the impact of the COVID-19 pandemic, the] [added: chains, disruption in supply or transportation resulting from severe weather or other events,] impact of [removed: the Russia Ukraine Conflict,] [added: inflationary dynamics on our expenses or our ability to realize price increases in our sales, interest rates,] market conditions in key [removed: end] product segments, [added: and] elective surgery [removed: rates, and the impact of energy disruption in Europe.][added: rates.]

We will continue to deploy FBS to actively manage production challenges, collaborate with customers and suppliers to minimize disruptions and utilize [removed: price increases] [added: pricing] and other countermeasures to offset [removed: inflationary pressures.][added: the aforementioned dynamics.]

We continue to monitor [removed: the macroeconomic and geopolitical] [added: these] conditions which may [added: continue to] impact our business, [removed: including spread of the COVID-19 virus, continued geopolitical conflict, global inflation,] [added: as well as] 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 [removed: (“OECD”).][added: (“OECD”), including the potential impact of the Pillar Two initiative.]

[removed: Acquisitions] [added: | Acquisitions] and [removed: Divestitures][added: divestitures (Non-GAAP) | | | (0.1) | | % | | | | | | |]

[added: | | | | 2023 | | | | | |] 2022 [added: | | | | | | | | |]

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 [removed: is] [added: was] recorded [removed: as] [added: within] “Other non-operating expense, net” in the Consolidated Statements of Earnings.

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

We recorded approximately [removed: $868] [added: $56.7] million of goodwill related to the [removed: ServiceChannel acquisition,] [added: acquisitions,] which is not tax deductible.

The total consideration paid was approximately [removed: $1.4] [added: $1.72] billion, net of acquired [removed: cash and was primarily financed with proceeds from our financing activities and available] cash.

Refer to Note [removed: 11] [added: 16] to the [removed: consolidated financial statements] [added: Consolidated Financial Statements] for [removed: the] [added: a] description of the [removed: debt repayments made.][added: Company’s share repurchase program.]

[removed: Other Acquisition-related Matters][added: *Other Matters*]

| | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021 vs. 2020] | | |

| Total revenue growth (GAAP) | | | [removed: 10.9] [added: 4.1] | | % | | | | [removed: 13.4] | | [removed: %] |

| Existing businesses (Non-GAAP) | | | [removed: 10.1] [added: 4.8] | | % | | | | [removed: 9.5] | | [removed: %] |

| Currency exchange rates (Non-GAAP) | | | [removed: (3.1)] [added: (0.6)] | | % | | | | [removed: 1.5] | | [removed: %] |

Refer to Intelligent Operating Solutions, Precision [removed: Technologies] [added: Technologies,] and Advanced Healthcare Solutions sections below for further discussion of year-over-year sales growth.

[removed: 2022] [added: 2023] vs. [removed: 2021][added: 2022]

Operating profit margins were [removed: 16.9%] [added: 18.7%] for the year ended December 31, [removed: 2022,] [added: 2023,] an increase of [removed: 140] [added: 180] basis points as compared to [removed: 15.5%] [added: 16.9%] in [removed: 2021] [added: 2022] with year-over-year operating profit margin comparisons impacted by:

- Year-over-year increase in price and [removed: sales volumes] [added: volume] from existing businesses and gains from productivity measures, which were partially offset by higher [removed: year-over-year] employee compensation, [removed: freight, logistics and material costs and] unfavorable [added: product mix and] foreign exchange rates — favorable [removed: 120] [added: 160] basis points

- The year-over-year effect of amortization from existing businesses — favorable [removed: 65] [added: 50] basis points

- The year-over-year net effect of acquisition-related transaction costs which were lower [removed: during 2022] [added: in 2023] — favorable [removed: 65] [added: 40] basis points

- The year-over-year [removed: net] effect of acquired businesses, including amortization, and acquisition-related fair value adjustments — unfavorable [removed: 100] [added: 10] basis points

- The year-over-year effect of [removed: significant restructuring] [added: acquisition-related transaction] costs which were lower [removed: during 2022] [added: in 2023] — favorable [removed: 20] [added: 65] basis points

- Russia exit and wind down costs that were incurred during 2022 — [removed: unfavorable] [added: favorable] 30 basis points

- The year-over-year net effect of acquisition-related transaction costs which were [removed: less in the year ended December 31, 2021 than those recognized in the comparable period] [added: incurred] in [removed: 2020] [added: 2022] — favorable [removed: 40] [added: 65] basis points

- The year-over-year effect of amortization from existing businesses [added: offset by impairment of intangible assets] — favorable [removed: 85] [added: 40] basis points

- The year-over-year effect of [removed: acquired] [added: divested] businesses, including amortization, and acquisition-related fair value adjustments to [removed: deferred revenue and] inventory [removed: which were higher in 2021 than those recognized in 2020] — [removed: unfavorable 10] [added: favorable 20] basis points

The following discussion and analysis of Fortive’s financial condition and results of operations for the fiscal years ended December 31, 2023 and December 31, 2022 should be read in conjunction with our audited consolidated financial statements and accompanying notes included in Part II, Item 8 of this Form 10-K.

This Item generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.

Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in Part II, Item 7 of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2022 with the Securities and Exchange Commission on February 28, 2023.

During 2023, aggregate year-over-year sales increased 4.1%, primarily due to an increase in sales from existing businesses which increased year over year by 4.8% comprised of favorable pricing of 4.5% and increased volume of 0.3%.

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Sales from divested business, offset by revenue from acquisitions reduced sales by 0.1% as compared to 2022.

*Acquisitions*

During the year ended December 31, 2023, we made four acquisitions (“the 2023 acquisitions”) in our Intelligent Operating Solutions segment for an aggregate cash consideration of $101.4 million, which includes an immaterial deferred payment, net of acquired cash.

The 2023 acquisitions are intended to accelerate our strategy and strengthen our product portfolio, providing world-class solutions to our customers.

*Divestitures*

*Restructuring*

We initiated a discrete plan in the first quarter of 2023 that was completed during the fourth quarter of 2023.

The nature of these activities were broadly consistent throughout our segments and consist primarily of targeted workforce reductions in response to overall macroeconomic and other external conditions.

We incurred these costs to position ourselves to provide superior products and services to customers in a cost-efficient manner, while taking into consideration the impact of broad economic uncertainties.

We incurred charges of $58.6 million during the year ended December 31, 2023.

These charges are recorded within Cost of sales and Selling, general, and administrative expenses in the Consolidated Statements of Earnings.

We experienced cybersecurity incidents in the fourth quarter of fiscal 2023.

To date, the disruptions from the cybersecurity incidents did not materially impact business continuity or operations.

We continue to actively investigate the incidents with the assistance of leading cybersecurity experts, including the nature of the data that was impacted, and continue to implement robust containment and remedial measures.

On January 3, 2024, we acquired EA Elektro-Automatik Holding GmbH (“EA”), a leading supplier of high-power electronic test solutions for energy storage, mobility, hydrogen, and renewable energy applications.

We are currently in the process of finalizing the accounting for this transaction.

On January 1, 2024, we realigned Invetech from the Advanced Healthcare Solutions segment to the Precision Technologies segment as we consider strategic alternatives for certain products and services of Invetech.

The remaining products and operations of Invetech are more closely aligned with the Precision Technologies segment.

In 2023, we entered into an agreement to optimize our real estate footprint within our Precision Technologies segment for proceeds of approximately $90 million.

We expect the transaction to be completed in the first half of 2024, with a gain from the transaction recognized at the time of closing.

*2024 Outlook*

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

We expect foreign exchange rates to remain volatile throughout the year which could adversely impact our financial results.

- The year-over-year effect of costs relating to the discrete restructuring plan in 2023 — unfavorable 95 basis points

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

| Total | | | $ | 6,065.3 | | | | | $ | 5,825.7 | | | | | | | |

| | | | 2023 vs. 2022 | | | | | | | | |

The sales result for 2023 was driven by price increases across the segment and demand in software and service offering in EHS and facility and asset lifecycle applications, partially offset by volume reductions in certain products in our test and measurement instrumentation business.

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

Year-over-year changes in operating profit margin were comprised of the following:

- The year-over-year effect of costs relating to the discrete restructuring plan in 2023 — unfavorable 90 basis points

| ($ in millions) | | | 2023 | | | | | | 2022 | | | | | | | | |

| | | | 2023 vs. 2022 | | | | | | | | |

2023 COMPARED TO 2022

The sales result for 2023 was driven by price increases across the segment and volume increases with test and measurement products, power and energy equipment and energetic materials, partially offset by volume reductions in certain end markets for sensing technologies.

BASIS OF PRESENTATION

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

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

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

*Russia Ukraine Conflict*

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.

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

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.

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

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*

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

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.

*Therapy Physics Divestiture*

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.

2021

*ServiceChannel Acquisition*

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

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

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

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

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

*Provation Acquisition*

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

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

We recorded $972 million of goodwill related to the acquisition, which is not tax deductible.

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

2020

*Vontier Separation*

On October 9, 2020, we completed the Separation by distributing 80.1% of the outstanding shares of Vontier to our stockholders on a pro rata basis.

To effect the Separation, we distributed to our stockholders two shares of Vontier common stock for every five shares of Fortive common stock outstanding held on September 25, 2020, the record date for the distribution, and retained 19.9% of the shares of Vontier common stock immediately following the Separation.

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

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

On the Distribution Date, Vontier drew down the full $1.8 billion available under the Term Loans.

Vontier used the proceeds from the Term Loans to make payments to the Company, with $1.6 billion used as part of the consideration for the contribution of certain assets and liabilities to Vontier by the Company in connection with the Separation and $202 million used as an adjustment for excess cash balances remaining with Vontier (collectively, the “Cash Consideration”).

The information required by this item is included under [added: the heading “Financial Instruments and Risk Management” in] “Item 7.

[removed: [Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)][added: [Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)]

We are headquartered in Everett, Washington and [removed: employ] [added: have] a [removed: team] [added: workforce] of more than 18,000 research and development, manufacturing, sales, distribution, service, and administrative [removed: employees] [added: professionals] in more than 50 countries around the world.

Our teams across our operating companies are united by our culture of continuous improvement [added: – characterized by the high expectations, inclusion, humility,] and [removed: bias for action that is] [added: transparency] embodied in the Fortive Business System (“FBS”).

[removed: [Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)][added: [Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)]

[removed: Driven by our shared purpose, we] [added: 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.

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

[removed: Customers for these products and services] include design engineers for advanced electronic devices and equipment, process and quality engineers focused on improved [added: 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.]

Key competitive factors vary among our businesses and product and service lines, but include the specific factors noted above with respect to each particular [removed: business and typically also include price, quality, performance, delivery speed, applications expertise, distribution channel]

[added: business and typically also include price, quality, performance, delivery speed, applications expertise, distribution channel] access, service and support, technology and innovation, breadth of product, service and software offerings, and brand name recognition.

[removed: Human] [added: People Strategy (Human] Capital [removed: Management][added: Management)]

Fortive is a global team, [removed: approximately] [added: over] 18,000 strong, energized by a [removed: shared] [added: powerful] purpose.

Our [removed: People] [added: people] strategy centers on empowering [removed: strong,] inclusive teams working together to solve problems no one could solve alone.

Our [removed: People] [added: people] strategy is defined by our inclusive growth [removed: culture,] [added: culture and is] advanced through [removed: FBS,] [added: FBS and] our [removed: talent] [added: career development] and reward [removed: systems, and measured by our employee experience processes.][added: systems.]

These key elements enable us to accelerate progress for our customers, our teams, and the [removed: world around us.][added: world.]

We [removed: believe we] are more together.

[added: Along with FBS,] Inclusion, Diversity, and Equity (“IDE”) are core [removed: pillars] [added: enablers] of our strategy and culture.

To drive FBS, continuous [removed: improvement] [added: improvement,] and IDE accountability at all [removed: levels of our organization,] [added: levels,] our VP, Inclusion, Diversity, and Equity works closely with our senior management, [removed: our] IDE Council, and [removed: our] IDE [removed: practitioners.][added: practitioners across our businesses.]

[removed: Additionally, our] [added: Our] Board of [removed: Directors and our] [added: Directors, along with the] Compensation [removed: Committee] [added: Committee,] oversee our IDE efforts as part of our [removed: People] [added: people] strategy and measurement actions.

We are committed to continued transparency by publicly sharing our workforce representation and inclusion results and aspirational goals through our [removed: Proxy,] [added: Proxy Statement,] EEO-1 report, website, and annual Sustainability Report.

Business, [removed: Talent,] [added: Career Development,] and Reward Systems

Our FBS and robust [removed: talent] [added: career development] and reward systems advance our people [removed: strategies] [added: strategy] by attracting, growing, and retaining the [removed: talent] [added: exceptional people] we need now and in the future.

[removed: Together, these] [added: These] business and [removed: talent] [added: career development] systems strengthen our employee value [removed: proposition and] [added: proposition,] build our employer [removed: brand while delivering new experiences to] [added: brand, drive professional growth for] our employees and results for our customers.

Performance for Growth rigorously deploys our strategies into cascaded goals throughout the organization, while Development for Growth translates our beliefs and values into desired leader [removed: competencies.][added: competencies, at all levels of the organization.]

Together, these processes provide a roadmap for the way we work, deliver results, and build [removed: high performing] [added: high-performing] teams.

We offer leading programs that inspire and reward superior performance, are equitable, [added: align compensation structure with delivering long-term shareholder value,] and foster an inclusive, diverse, and healthy global workforce.

These experiences range from leadership learning and FBS [removed: immersion,] [added: immersion] to hands-on skill building in each of our three FBS [removed: pillars - growth,] [added: pillars—growth,] lean, and leadership.

In [removed: the fourth quarter of 2022,] [added: our last comprehensive census survey in 2023,] over 80% of our global team [removed: completed our biannual, full census survey,] [added: responded,] delivering steady gains in both overall engagement and in inclusion and belonging that resulted in historically high ratings of 78% and 82%, respectively.

[removed: Consistent with prior years, our] [added: Our] results continue to inform both management and our Board of Directors on appropriate actions to enhance our employee experience.

Although the substantial majority of our revenue in [removed: 2022] [added: 2023] was from customers other than governmental entities, each of our segments has agreements relating to the sale of products to government entities.

Several other [removed: countries] [added: countries,] such as China, Russia, and [removed: Brazil] [added: Brazil,] have passed, and other countries are considering passing, laws that meaningfully expand the compliance requirements around confidential, personal, and/or sensitive data that we may have access to or process in the course of our business.

For a discussion of the environmental laws and regulations that our operations, products, and services are subject to and other environmental contingencies, please refer to Note [removed: 16] [added: 14] to the consolidated financial statements included in this Annual Report.

This cultural foundation

is reinforced by the rigor of our disciplined operating cadence.

FBS enables us to operate our businesses with a focus on relentless execution, powered by our mindset and a set of tools and best practices consistently applied across our portfolio.

We are committed to delivering on our financial commitments and engaging our leaders and teams to accelerate and sustain progress in every aspect of the business, including new product development and commercialization, finance, human capital management, and sustainability.

We are continually evolving FBS to meet the changing needs of our portfolio and incorporating new technology enablers, like artificial intelligence and machine learning, to drive faster growth, more productivity, and greater impact.

The execution of our disciplined acquisition strategy is strengthened by the value FBS creates and is a critical component of how we achieve sustained results over time.

We know we can always do and be better.

Our commitment to continuous improvement, grounded in our FBS inspires us to approach our work with curiosity.

We are always growing and learning.

Customers for these products and services

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

We continually measure, review, and refine our strategy through measured employee experience processes.

We know that an inclusive, diverse, and equitable workforce creates extraordinary long-term value for our employees and shareholders.

We are committed to IDE in all its forms.

We are focused on recruiting from a wide variety of diverse candidate sources, cultivating an inclusive environment where everyone can succeed, providing training on inclusion and unconscious bias, and monitoring policies and practices to ensure that no group is inadvertently disadvantaged.

Another part of Fortive’s commitment to IDE is our adherence to EEO (equal employment opportunity) principles.

All people are evaluated through a neutral merit-based process.

We do not consider race, ethnicity, gender, or any other protected trait in our hiring, promotional, or other processes.

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

With our strong and evolving portfolio, employees have the opportunity to accelerate their career across multiple industries, meaningfully contributing to customer success and impact in the world.

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

*Competition Laws*

Our global operations are subject to complex and changing antitrust and competition laws and regulations, including conflicting laws and regulations in different jurisdictions that have increased the cost of conducting our global operations.

We have implemented policies and procedures designed to ensure compliance with applicable global laws and regulations, but there can be no assurance of complete and consistent compliance with all laws and regulations given the complex and evolving policies implemented by governments around the world.

If we are found to have violated laws and regulations, it could materially adversely affect our business, reputation, results of operations and financial condition.

*Whistleblower Laws*

We operate in jurisdictions, such as the U.S. and Europe, with significant legal whistleblower protection compliance reports for potential violations internally and to government authorities.

In the European Union, the Whistleblower Directive has been implemented that affords significant protections to internal and external whistleblowers.

Non-compliance with the Whistleblower Directive can result in fines and other penalties against entities.

In the U.S., the Securities and Exchange Commission can provide monetary awards to whistleblowers that report securities law violations to the Commission.

U.S. laws, such as the False Claims Act, also include strong financial incentives for whistleblowers to bring lawsuits against companies with healthcare products and services such as Fortive.

In addition, the False Claims Act permits whistleblowers to bring a lawsuit on behalf of the government and share in any monetary recovery, even if the government decides not to intervene in the case.

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

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

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

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, corporate development,

human capital management, sustainability efforts, and leadership development.

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

Additionally, FBS has helped us execute a disciplined acquisition strategy and expand our portfolio into new and attractive markets while creating long-term shareholder value.

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

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.

–Inclusion \- Develop our teams to build a Fortive where you can be yourself and do your best work.

–Diversity - Build a diverse Fortive through hiring, developing, and retaining a strong and diverse team.

–Equity - Build a culture of equity that enables greater innovation and performance for customers and for the world.

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.

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

However, the EEA’s CE mark will be accepted in the UK until July 1, 2023.

Please refer to Note 14 to the consolidated financial statements for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, refer to "Item 1A.

Risk Factors."

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of February [removed: 24, 2023] [added: 22, 2024] there were [removed: 353,198,783] [added: 351,379,735] shares of Registrant’s common stock outstanding.

The aggregate market value of common stock held by non-affiliates of the Registrant as of [removed: July 1, 2022] [added: June 30, 2023] was [removed: $19.5] [added: $26.3] billion, based upon the closing price of the Registrant’s common stock on the New York Stock Exchange.

Part III incorporates certain information by reference from the Registrant’s proxy statement for its [removed: 2023] [added: 2024] annual meeting of stockholders (the [removed: “2023] [added: “2024] 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: 2023] [added: 2024] Proxy Statement specifically incorporated herein by reference, the [removed: 2023] [added: 2024] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [Information Relating to Forward-looking Statements and Risk Factor [removed: Summary](#ib4bee1c7b2074b6b8d434b54f955dc87_10)] [added: Summary](#iaa9cb7a7438443ce889d2e74b0169e5d_10)] | | | | | | | | | [removed: [2](#ib4bee1c7b2074b6b8d434b54f955dc87_10)] [added: [2](#iaa9cb7a7438443ce889d2e74b0169e5d_10)] | | |

| | | | Item 1. | | | [removed: [Business](#ib4bee1c7b2074b6b8d434b54f955dc87_16)] [added: [Business](#iaa9cb7a7438443ce889d2e74b0169e5d_16)] | | | [removed: [4](#ib4bee1c7b2074b6b8d434b54f955dc87_16)] [added: [4](#iaa9cb7a7438443ce889d2e74b0169e5d_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#ib4bee1c7b2074b6b8d434b54f955dc87_19)] [added: Factors](#iaa9cb7a7438443ce889d2e74b0169e5d_19)] | | | [removed: [11](#ib4bee1c7b2074b6b8d434b54f955dc87_19)] [added: [11](#iaa9cb7a7438443ce889d2e74b0169e5d_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#ib4bee1c7b2074b6b8d434b54f955dc87_22)] [added: Comments](#iaa9cb7a7438443ce889d2e74b0169e5d_22)] | | | [removed: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_22)] [added: [25](#iaa9cb7a7438443ce889d2e74b0169e5d_22)] | | |

| | | | Item 2. | | | [removed: [Properties](#ib4bee1c7b2074b6b8d434b54f955dc87_25)] [added: [Properties](#iaa9cb7a7438443ce889d2e74b0169e5d_25)] | | | [removed: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_25)] [added: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_25)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#ib4bee1c7b2074b6b8d434b54f955dc87_28)] [added: Proceedings](#iaa9cb7a7438443ce889d2e74b0169e5d_28)] | | | [removed: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_28)] [added: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_28)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#ib4bee1c7b2074b6b8d434b54f955dc87_31)] [added: Disclosures](#iaa9cb7a7438443ce889d2e74b0169e5d_31)] | | | [removed: [24](#ib4bee1c7b2074b6b8d434b54f955dc87_31)] [added: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_31)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#ib4bee1c7b2074b6b8d434b54f955dc87_34)] [added: Officers](#iaa9cb7a7438443ce889d2e74b0169e5d_34)] | | | [removed: [25](#ib4bee1c7b2074b6b8d434b54f955dc87_34)] [added: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_34)] | | |

| | | | Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib4bee1c7b2074b6b8d434b54f955dc87_40)] [added: Securities](#iaa9cb7a7438443ce889d2e74b0169e5d_40)] | | | [removed: [26](#ib4bee1c7b2074b6b8d434b54f955dc87_40)] [added: [28](#iaa9cb7a7438443ce889d2e74b0169e5d_40)] | | |

| | | | Item 6. | | | [removed: [\[Reserved\]](#ib4bee1c7b2074b6b8d434b54f955dc87_43)] [added: [\[Reserved\]](#iaa9cb7a7438443ce889d2e74b0169e5d_43)] | | | [removed: [26](#ib4bee1c7b2074b6b8d434b54f955dc87_43)] [added: [29](#iaa9cb7a7438443ce889d2e74b0169e5d_43)] | | |

| | | | Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib4bee1c7b2074b6b8d434b54f955dc87_49)] [added: Operations](#iaa9cb7a7438443ce889d2e74b0169e5d_49)] | | | [removed: [26](#ib4bee1c7b2074b6b8d434b54f955dc87_49)] [added: [29](#iaa9cb7a7438443ce889d2e74b0169e5d_49)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib4bee1c7b2074b6b8d434b54f955dc87_139)] [added: Risk](#iaa9cb7a7438443ce889d2e74b0169e5d_139)] | | | [removed: [52](#ib4bee1c7b2074b6b8d434b54f955dc87_139)] [added: [46](#iaa9cb7a7438443ce889d2e74b0169e5d_139)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib4bee1c7b2074b6b8d434b54f955dc87_142)] [added: Data](#iaa9cb7a7438443ce889d2e74b0169e5d_142)] | | | [removed: [53](#ib4bee1c7b2074b6b8d434b54f955dc87_142)] [added: [47](#iaa9cb7a7438443ce889d2e74b0169e5d_142)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib4bee1c7b2074b6b8d434b54f955dc87_250)] [added: Disclosure](#iaa9cb7a7438443ce889d2e74b0169e5d_253)] | | | [removed: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_250)] [added: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_253)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#ib4bee1c7b2074b6b8d434b54f955dc87_253)] [added: Procedures](#iaa9cb7a7438443ce889d2e74b0169e5d_256)] | | | [removed: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_253)] [added: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_256)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#ib4bee1c7b2074b6b8d434b54f955dc87_256)] [added: Information](#iaa9cb7a7438443ce889d2e74b0169e5d_259)] | | | [removed: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_256)] [added: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_259)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib4bee1c7b2074b6b8d434b54f955dc87_259)] [added: Inspections](#iaa9cb7a7438443ce889d2e74b0169e5d_262)] | | | [removed: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_259)] [added: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_262)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib4bee1c7b2074b6b8d434b54f955dc87_265)] [added: Governance](#iaa9cb7a7438443ce889d2e74b0169e5d_268)] | | | [removed: [104](#ib4bee1c7b2074b6b8d434b54f955dc87_265)] [added: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_268)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#ib4bee1c7b2074b6b8d434b54f955dc87_268)] [added: Compensation](#iaa9cb7a7438443ce889d2e74b0169e5d_271)] | | | [removed: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_268)] [added: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_271)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib4bee1c7b2074b6b8d434b54f955dc87_271)] [added: Matters](#iaa9cb7a7438443ce889d2e74b0169e5d_274)] | | | [removed: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_271)] [added: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_274)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib4bee1c7b2074b6b8d434b54f955dc87_274)] [added: Independence](#iaa9cb7a7438443ce889d2e74b0169e5d_277)] | | | [removed: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_274)] [added: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_277)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib4bee1c7b2074b6b8d434b54f955dc87_277)] [added: Services](#iaa9cb7a7438443ce889d2e74b0169e5d_280)] | | | [removed: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_277)] [added: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_280)] | | |

| | | | Item 15. | | | [Exhibits and Financial [removed: Schedules](#ib4bee1c7b2074b6b8d434b54f955dc87_283)] [added: Schedules](#iaa9cb7a7438443ce889d2e74b0169e5d_286)] | | | [removed: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_283)] [added: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_286)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#ib4bee1c7b2074b6b8d434b54f955dc87_286)] [added: Summary](#iaa9cb7a7438443ce889d2e74b0169e5d_289)] | | | [removed: [105](#ib4bee1c7b2074b6b8d434b54f955dc87_286)] [added: [95](#iaa9cb7a7438443ce889d2e74b0169e5d_289)] | | |

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; 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 conditions, including impact of inflation or interest rate changes; impact of geopolitical events, including the impact of the [removed: Ukraine/ Russia conflict] [added: Ukraine/Russia conflict, the Middle East 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.

- Conditions in the global economy, the markets we serve, and the financial markets [added: and banking systems] may adversely affect our business and financial statements.

- [removed: A significant disruption] [added: Significant disruptions] in, or [removed: breach] [added: breaches] in security of, our information technology systems [added: have adversely affected, and in the future] could adversely [removed: affect] [added: affect,] our business.

- Work stoppages, works council campaigns, and other labor disputes could adversely impact our [removed: productivity] [added: productivity, economic conditions,] and results of operations.

- Climate change, or legal or regulatory [removed: measure] [added: measures] to address climate change, may negatively affect us.

- Potential indemnification liabilities to Vontier [added: Corporation (“Vontier”)] pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

- Our businesses are subject to extensive [removed: regulation;] [added: regulation, including healthcare regulations; existing or future] failure to comply with those regulations could adversely affect our financial statements and reputation.

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

- We have incurred a significant amount of debt, and our debt obligations, including the cost of such debt, will increase further if we incur additional debt and do not retire existing debt, [added: our credit rating declines,] or if the applicable interest rates [removed: continue to] rise.

| 3.700% Notes due 2026 | | | FTV26A | | | New York Stock Exchange | | |

| 3.700% Notes due 2029 | | | FTV29 | | | New York Stock Exchange | | |

| | | | Item 1C. | | | [C](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[yber](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[sec](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[urity](#iaa9cb7a7438443ce889d2e74b0169e5d_2813) | | | [25](#iaa9cb7a7438443ce889d2e74b0169e5d_2813) | | |

| | | | | | | [Signatures](#iaa9cb7a7438443ce889d2e74b0169e5d_295) | | | | | |

In addition, our reliance upon sole or limited sources of supply for certain materials, components, and services could cause production interruptions, delays and inefficiencies.

- Any pandemic, including the resurgence in the spread of COVID-19, and the corresponding constraints on supply chain, labor force, and the operations of our customers, suppliers, and vendors could have an adverse impact on our business and results of operations.

- We may use artificial intelligence in our business and our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

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

- 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.

Cybersecurity Risk Management and Strategy

Our process for assessing, identifying, and managing material risks associated with cybersecurity threats, including risks related to disruptions to our operations, compromise of our intellectual property rights, data privacy, litigation and other legal liability and reputational impacts, is an important component of our overall enterprise risk management process.

As part of this process, both corporate and operating company leaders collaborate with subject matter experts to identify and assess cybersecurity threats and implement relevant countermeasures.

In addition to this component of our overall risk management process, we have separate cybersecurity-specific risk assessment and management processes that are managed centrally and executed at both the corporate and operating company levels.

These processes, including corresponding controls, are designed to help us protect against, detect, and respond to cybersecurity threats, and to manage business continuity, the availability of critical systems, product security, disclosure controls and procedures, escalation, and regulatory compliance in the event of any cybersecurity disruption.

As part of our cybersecurity controls and processes:

- we have designed our cybersecurity program based on the National Institute of Security and Technology (“NIST”) framework, Generally Accepted Privacy Program (“GAPP”) guiding principles, and ISO 27001/2 standards;

- our cybersecurity team, led by our Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) coordinates with our privacy and information governance team within our legal department to help ensure compliance with applicable regulatory and reporting requirements;

- the CIO and CISO undertake an annual review of the cybersecurity strategy and initiatives for Fortive and each of the operating companies, with monthly reviews of performance relative to strategic initiatives with the Chief Executive Officer (“CEO”) and the other executive officers;

- the CIO and CISO participate in product design efforts with operating company leaders to enhance our product security;

- through the compliance training program, we conduct mandatory cybersecurity management, data privacy and incident training for all employees;

- we conduct regular phishing email simulations for all employees and all contractors with access to corporate email systems to enhance awareness and responsiveness to possible threats;

- through policy, practice and contract provisions, we require employees, as well as third-party vendors who process data, to treat customer and other personal information and data with care and in compliance with regulations;

- we run tabletop exercises conducted by leading third-party cybersecurity experts, with involvement by the broader IT team, legal team, communications team, executive management team, and the Board, to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies;

- we conduct regular network and endpoint monitoring, vulnerability assessments, and penetration testing designed to improve our information systems;

- we review and update, and provide training, on cybersecurity incident response plans, business continuity plans, and cyber incident escalation plans, including the involvement of our Disclosure Committee (which includes our CISO as a regular member);

- as part of that cyber incident escalation plan, our Disclosure Committee reviews cybersecurity incidents to assess materiality and consider disclosure requirements;

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

- the CISO meets with the information security teams at the operating companies on a monthly basis, or as needed, to review escalated items, compliance with incident response plans, and performance against strategic targets;

- the CIO and the CISO meet with the CEOs of our operating segments and the presidents of our operating companies to discuss IT strategies, updates, and initiatives, including those related to cybersecurity;

- the CIO and the CISO meet with the Audit Committee on a quarterly basis and the full Board on an annual basis to provide updates on the cybersecurity program, including controls and processes, strategies, achievements, risks, and recent incidents;

- the CIO and the CISO also meet with the full Board on an annual basis as part of the overall enterprise risk management review; and

- the CISO, as a member of the Disclosure Committee, meets with other members of the Disclosure Committee to discuss materiality and disclosure with respect to cybersecurity matters.

As part of the above processes, we regularly engage with assessors, consultants, auditors, and other third parties, including by regularly having independent cybersecurity experts conduct tabletop exercises, conduct penetration tests, and review our cybersecurity program to help identify areas for continued focus, improvement and compliance.

In addition, our processes also address cybersecurity threat risks associated with our use of third-party software and service providers, including those in our supply chain or who have access to our customer and employee data or our systems.

Third-party risks are included within our broader overall risk assessment process, as well as our cybersecurity-specific risk identification program, both of which are discussed above.

In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers.

We perform diligence on critical third parties that have access to our systems, data or facilities that house such systems or data, and continually monitor cybersecurity threat risks identified through such diligence.

Additionally, we generally require those third parties to agree by contract to manage their cybersecurity risks in specified ways to be subject to cybersecurity audits, which we may conduct as appropriate.

To date, we believe that the risks from identified cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected and are not reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

Refer to the discussions under the headings “Significant disruptions in, or breaches in security of, our information technology systems have adversely affected, and in the future could adversely affect, our business” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K, and “Overview-Other Matters” included as part of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) at Item 7 of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.

Our Audit Committee is responsible for the oversight of risks from cybersecurity threats and provides regular reports to the entire Board.

In addition, at least annually, the entire Board receives an overview from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards predetermined risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.

In such sessions, the Board generally receives materials indicating current and emerging material cybersecurity threat risks and describing the company’s ability to mitigate those risks, and discusses such matters with our CIO and CISO.

Material cybersecurity threat risks are also considered during separate Board meeting discussions of overall key enterprise risks, operational budgeting, crisis management planning, and other relevant matters.

Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our CIO and our CISO.

Our CIO and our CISO have over 30 years and 25 years, respectively, of prior work experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs and implementing business continuity planning and incident response plans.

Our CIO and CISO each hold several degrees and certifications relevant to their roles.

As of December 31, [removed: 2022,] [added: 2023,] our facilities included approximately 60 significant facilities, which are used for manufacturing, distribution, warehousing, research and development, general administrative, and/or sales functions.

Please refer to Note [removed: 10] [added: 9] to the consolidated financial statements for additional information with respect to our lease commitments.

These facilities cover approximately 5 million square feet, of which approximately 3 million square feet are owned and approximately 2 million square feet are leased.

[removed: [Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)][added: [Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)]

Set forth below are the names, ages, positions, and experience of our executive officers as of February [removed: 28, 2023.][added: 27, 2024.]

| James A. Lico | | | | | | [removed: 57] [added: 58] | | | | | | President and Chief Executive Officer | | | | | | 2016 | | |

| Charles E. McLaughlin | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President – Chief Financial Officer | | | | | | 2016 | | |

| [removed: Patrick K. Murphy] [added: Tamara S. Newcombe] | | | | | | [removed: 61] [added: 58] | | | | | | President and CEO of [added: Precision Technologies and] Advanced Healthcare Solutions | | | | | | [removed: 2016] [added: 2022] | | |

[removed: | Tamara S.] Newcombe [removed: | | | | | | 57 | | | | | |] [added: has served as] President and CEO of Precision Technologies [removed: | | | | | |] [added: since January] 2022 [removed: | | |][added: and President and CEO and Advanced Healthcare Solutions since June 2023.]

| Jonathan L. Schwarz | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President – Corporate Development | | | | | | 2016 | | |

| Edward R. Simmons | | | | | | [removed: 49] [added: 50] | | | | | | Senior Vice President – Strategy | | | | | | 2021 | | |

| Olumide Soroye | | | | | | [removed: 50] [added: 51] | | | | | | President and CEO of Intelligent Operating Solutions | | | | | | 2021 | | |

| Peter C. Underwood | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Stacey A. Walker | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President – Human Resources | | | | | | 2016 | | |

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

Prior to January 2022, Ms. Newcombe was Group President from May

Patrick K.

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

Prior to July 2016, Mr. Murphy served as a Group President of Danaher after joining Danaher in March 2014 until July 2016.

Prior to joining Danaher, he served as CEO of Nidec Motor Corporation and President of the ACIM (Appliance, Commercial, and Industrial Motor) Business Unit of Nidec Corporation, a manufacturer of commercial, industrial, and appliance motors and controls, from 2010 until October 2013.

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

As of February [removed: 24, 2023,] [added: 22, 2024,] there were approximately [removed: 1800] [added: 1700] holders of record of our common stock.

We have historically paid a quarterly dividend [removed: of $0.07 per share of] [added: on] our common stock.

Any future [added: declaration and] payments of [removed: dividends] [added: dividends, including any change in the amount of quarterly dividend,] 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, [removed: 2022,] [added: 2023,] the Company purchased [removed: 7,000,000] [added: 4 million] shares of its common stock at an average share price of [removed: $63.25,] [added: $68.20,] including [removed: 1,000,000] [added: 1 million] shares at an average share price of [removed: $66.74] [added: $64.99] during the fourth quarter of [removed: 2022,] [added: 2023,] leaving [removed: 13] [added: 9] million shares authorized for repurchase under the share repurchase program as of December 31, [removed: 2022.][added: 2023.]

The following table provides details about our share repurchases during the fiscal quarter ended December 31, [removed: 2022.][added: 2023.]

| Nov 1 - Nov 30 | | | [removed: 1,000,000] [added: 750,000] | | | | | | [removed: 66.74] [added: 64.97] | | | | | | [removed: 1,000,000] [added: 750,000] | | | | | | [removed: 13,000,000] [added: 9,000,000] | | |

| Total | | | 1,000,000 | | | | | | $ | [removed: 66.74] [added: 64.99] | | | | | 1,000,000 | | | | | | [removed: 13,000,000] [added: 9,000,000] | | [added: *] |

In November 2023, our Board of Directors increased the quarterly dividend paid December 29, 2023 to $0.08 per share from $0.07 per share, an increase of 14%.

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

On January 23, 2024, the Company’s Board of Directors increased the number of shares authorized under the share repurchase program by an additional 11 million shares.

| Oct 1 - Oct 31 | | | 250,000 | | | | | | $ | 65.04 | | | | | 250,000 | | | | | | 9,750,000 | | |

| *Does not reflect the 11 million additional shares the Company’s Board of Directors authorized under the share repurchase program on January 23, 2024. | | | | | | | | | | | | | | | | | | | | | | | |

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

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

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting is effective.

This report dated February [removed: 28, 2023] [added: 27, 2024] appears on page [removed: 54] [added: [48](#iaa9cb7a7438443ce889d2e74b0169e5d_148)] of this Form 10-K.

[removed: [Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)][added: [Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)]

We have audited Fortive Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 28, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

[removed: February 28, 2023][added: 2023]

We have audited the accompanying consolidated balance sheets of Fortive Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 28, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

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

| *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 [removed: 7,] [added: 6,] the Company’s goodwill balance is [removed: $9.0] [added: $9.1] billion as of December 31, [removed: 2022.] [added: 2023.] 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. | | |

| *How We Addressed the Matter in Our Audit* | | | We tested controls over management’s goodwill impairment assessment. This included controls related to management’s forecasting and selection of market multiples. To test the annual evaluation of goodwill, among other procedures, we evaluated the reasonableness of management’s forecasts, tested the completeness and accuracy of the underlying data used to develop the forecast and tested the carrying value of the reporting units. Our fair value specialists assisted us with our testing of management’s selected EBITDA multiples for the annual goodwill evaluation. We also evaluated the Company’s disclosures included in Note [removed: 7] [added: 6] to the consolidated financial statements in relation to these matters. | | |

| | | | [removed: As] [added: As] of December [removed: 31] [added: 31] | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | [added: | | | 2021 | | |]

| Cash and equivalents | | | $ | [removed: 709.2] [added: 1,888.8] | | | | | $ | [removed: 819.3] [added: 709.2] | |

| Accounts receivable less allowance for doubtful accounts of [removed: $43.9 million] [added: $39.2] and [removed: $39.7 million,] [added: $43.9,] respectively | | | [removed: 958.5] [added: 960.8] | | | | | | [removed: 930.2] [added: 958.5] | | |

| Inventories | | | [removed: 536.7] [added: 536.9] | | | | | | [removed: 512.7] [added: 536.7] | | |

| Prepaid expenses and other current assets | | | [removed: 272.6] [added: 285.1] | | | | | | [removed: 252.7] [added: 272.6] | | |

| Total current assets | | | [removed: 2,477.0] [added: 3,671.6] | | | | | | [removed: 2,514.9] [added: 2,477.0] | | |

| Property, plant and equipment, net | | | [removed: 421.9] [added: 439.8] | | | | | | [removed: 395.5] [added: 421.9] | | |

| Other assets | | | [removed: 455.8] [added: 518.9] | | | | | | [removed: 512.9] [added: 455.8] | | |

| Goodwill | | | [removed: 9,048.5] [added: 9,121.7] | | | | | | [removed: 9,152.0] [added: 9,048.5] | | |

| Other intangible assets, net | | | [removed: 3,487.4] [added: 3,159.8] | | | | | | [removed: 3,890.2] [added: 3,487.4] | | |

| Total assets | | | $ | [added: 16,911.8 | | | | | $ |] 15,890.6 | | | | | $ | 16,465.5 | |

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

| Trade accounts payable | | | [removed: 623.0] [added: 608.6] | | | | | | [removed: 557.9] [added: 623.0] | | |

| Accrued expenses and other current liabilities | | | [removed: 1,104.4] [added: 1,182.7] | | | | | | [removed: 1,005.3] [added: 1,104.4] | | |

| Total current liabilities | | | [removed: 2,727.1] [added: 1,791.3] | | | | | | [removed: 3,714.9] [added: 2,727.1] | | |

| Other long-term liabilities | | | [removed: 1,223.3] [added: 1,149.0] | | | | | | [removed: 1,426.3] [added: 1,223.3] | | |

| Long-term debt | | | [removed: 2,251.6] [added: 3,646.2] | | | | | | [removed: 1,807.3] [added: 2,251.6] | | |

| Commitments and Contingencies [added: (Note 14)] | | | | | | | | | | | |

| Common stock: $0.01 par value, 2.0 billion shares authorized; [removed: 361.5 million] [added: 363.7] and [removed: 360.4 million] [added: 361.5] issued; [removed: 352.9 million and 359.1 million outstanding at December 31, 2022] [added: 350.7] and [removed: December 31, 2021,] [added: 352.9 outstanding;] respectively | | | 3.6 | | | | | | 3.6 | | |

| Additional paid-in capital | | | [removed: 3,706.3] [added: 3,851.3] | | | | | | [removed: 3,670.0] [added: 3,706.3] | | |

| Treasury shares, at cost | | | [removed: (442.9)] [added: (715.8)] | | | | | | [removed: —] [added: (442.9)] | | |

| Retained earnings | | | [removed: 6,742.1] [added: 7,505.9] | | | | | | [removed: 6,023.6] [added: 6,742.1] | | |

| Accumulated other comprehensive loss | | | [removed: (325.7)] [added: (326.1)] | | | | | | [removed: (185.0)] [added: (325.7)] | | |

| Total Fortive stockholders’ equity | | | [removed: 9,683.4] [added: 10,318.9] | | | | | | [removed: 9,512.2] [added: 9,683.4] | | |

| Noncontrolling interests | | | [removed: 5.2] [added: 6.4] | | | | | | [removed: 4.8] [added: 5.2] | | |

The Company completed four acquisitions in the IOS Segment during the year ended December 31, 2023, collectively “the IOS Acquisitions”.

The Company has not yet fully incorporated the internal controls and procedures of the IOS Acquisitions into the Company’s internal control over financial reporting, and as such, management excluded the IOS Acquisitions from its assessment.

The assets and revenues of the IOS Acquisitions excluded from management’s assessment of internal controls constituted less than 1% of the Company’s total assets as of December 31, 2023 and less than 1% of the Company’s total revenues for the year ended December 31, 2023, respectively.

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 the IOS acquisitions which is included in the 2023 consolidated financial statements of the Company and constituted less than 1% of total and assets, respectively, as of December 31, 2023 and less than 1% of 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 IOS Acquisitions.

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February 27, 2024

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| Common stock repurchases | | | — | | | | | | — | | | | | | (4.0) | | | | | | — | | | | | | — | | | | | | (272.9) | | | | | | — | | | | | | — | | | | | | — | | |

| Balance, December 31, 2023 | | | — | | | | | | $ | — | | | | | 350.7 | | | | | | $ | 3.6 | | | | | $ | 3,851.3 | | | | | $ | (715.8) | | | | | $ | 7,505.9 | | | | | $ | (326.1) | | | | | $ | 6.4 | |

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| Proceeds from sale of property | | | 7.4 | | | | | | — | | | | | | 4.5 | | |

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Russian Invasion of Ukraine

The exit activities were completed in 2022.

Our healthcare offerings help ensure critical safety standards are met, instruments

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Expected credit losses for the pooled assets are estimated based on historical loss experience, credit quality, the durations of outstanding account receivables, and expectations of the future economic environment.

The allowance for doubtful accounts as well as the provision for credit losses, write-off activity and recoveries for the periods presented were immaterial.

Investments—We account for our equity investments using either the measurement alternative approach when the fair value of the investment is not readily determinable and we do not have the ability to exercise significant influence, or the equity method of accounting when it is determined that we have significant influence over but do not have a controlling financial interest.

Investments accounted for using the measurement alternative approach are initially recorded at cost and adjusted for changes in the fair value from observable transactions.

These investments are subject to a periodic impairment review.

There were no changes in fair value or impairment losses during the years ended December 31, 2023 or 2021.

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We allocate the contract transaction price to each performance obligation on a relative standalone selling price basis.

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We initiated a discrete plan in the first quarter of 2023 that was completed during the fourth quarter of 2023.

The nature of these activities were broadly consistent throughout our segments and consist primarily of targeted workforce reductions in response to overall macroeconomic and other external conditions.

We incurred charges of $58.6 million during the year ended December 31, 2023.

Accrued restructuring costs were $26 million as of December 31, 2023 and are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

These foreign currency translation impacts are reflected as a component of accumulated other comprehensive income (loss) (“AOCI”) within Stockholders’ equity.

As discussed below, the Company uses its foreign currency-denominated debt to partially hedge its net investments in foreign operations against adverse movements in exchange rates.

After evaluation of these factors, if the deferred income

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Accumulated Other Comprehensive Income (Loss)—AOCI refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity.

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| | | | | | |

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

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

| Preferred stock: $0.01 par value, 15.0 million shares authorized and no shares issued or outstanding at December 31, 2022 and December 31, 2021, respectively. | | | — | | | | | | — | | |

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

| | | | Year Ended December 31 | | | | | | | | | | | | | | |

| The sum of net earnings per common share amount may not add due to rounding. | | | | | | | | | | | | | | | | | |

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

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

| Balance, January 1, 2020 | | | 1.4 | | | | | | — | | | | | | 336.0 | | | | | | 3.4 | | | | | | 3,311.1 | | | | | | — | | | | | | 4,097.5 | | | | | | (56.3) | | | | | | 13.2 | | |

| Vontier Separation and other | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130.5 | | | | | | — | | | | | | — | | | | | | (135.6) | | | | | | — | | |

| Unrealized gain on investment in Vontier Corporation | | | — | | | | | | — | | | | | | (1,119.2) | | |

| Gain on sale of property | | | — | | | | | | — | | | | | | (5.3) | | |

| Total investing cash used in discontinued operations | | | — | | | | | | — | | | | | | (37.6) | | |

| Net cash used in investing activities | | | (102.5) | | | | | | (2,615.6) | | | | | | (148.4) | | |

| Net cash consideration received from Vontier Separation | | | — | | | | | | — | | | | | | 1,598.0 | | |

| Total financing cash used in discontinued operations | | | — | | | | | | — | | | | | | (20.4) | | |

| Net cash (used in) provided by financing activities | | | (1,273.0) | | | | | | 652.0 | | | | | | (696.1) | | |

| Supplemental disclosure: | | | | | | | | | | | | | | | | | |

| Transfer of noncash net liabilities to Vontier Corporation | | | $ | — | | | | | $ | — | | | | | $ | 147.4 | |

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

Certain reclassifications have been made to prior year financial information to conform to the current period presentation.

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

Russia Ukraine Conflict

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.

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

Accounts Receivable and Allowances for Doubtful Accounts—In June 2016, the FASB issued ASU No. 2016-13, *Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments* (“ASU 2016-13”), which amended the impairment model by requiring entities to use a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including financing, trade accounts, and unbilled receivables.

On January 1, 2020, we adopted ASU 2016-13 and recognized in our Consolidated Balance Sheet as of January 1, 2020 an increase in the allowance for trade accounts, unbilled, and financing receivables of $40.0 million, of which $11.5 million related to our continuing operations and was related primarily to trade accounts and unbilled receivables, with a corresponding net of tax adjustment to beginning retained earnings of $31.3 million.

We pool assets with similar risk characteristics for this measurement based on attributes that may include asset type, duration, and/or credit risk rating.

The future expected losses of each pool are estimated based on numerous quantitative and qualitative factors reflecting management’s estimate of collectability over the remaining contractual life of the pooled assets, including:

- duration;

- historical, current, and forecasted future loss experience by asset type;

- historical, current, and forecasted delinquency and write-off trends;

- historical, current, and forecasted economic conditions; and

- historical, current, and forecasted credit risk.

The allowances for credit losses represent management’s best estimate of the credit losses expected from our unbilled and trade accounts receivable portfolios over the life of the underlying assets.

Determination of the allowances requires us to exercise judgment about the severity of credit losses, which includes judgments regarding the risk profile of each underlying receivable and expectations regarding the impact of current and future economic conditions on the creditworthiness of our customers.

reasonably expected to be collected.

The following is a rollforward of the aggregated allowance for credit losses related to our trade accounts receivables as of December 31, 2022 ($ in millions):

| Balance, December 31, 2021 | | | $ | 39.7 | |

The Company completed four acquisitions in the IOS Segment during the year ended December 31, 2023, collectively “the IOS Acquisitions”.

The Company has not yet fully incorporated the internal controls and procedures of the IOS Acquisitions into the Company’s internal control over financial reporting, and as such, management excluded the IOS Acquisitions from its assessment.

The assets and revenues of the IOS Acquisitions excluded from management’s assessment of internal controls constituted less than 1% of the Company’s total assets as of December 31, 2023 and less than 1% of the Company’s total revenues for the year ended December 31, 2023, respectively.

*Disclosures Pursuant to Section 10(b) of the Securities Exchange Act of 1934*

During the fourth quarter ended December 31, 2023, no directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Directors and Corporate Governance [added: and Delinquent Section 16(a) Reports] in the Proxy Statement for our [removed: 2023] [added: 2024] annual meeting and to the information under the caption “Information about our Executive Officers” in Part I hereof.

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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, Pay versus Performance Disclosure and Director Compensation in the Proxy Statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting.

The information required by this Item is incorporated by reference from the sections entitled Corporate Governance - Director Independence and Certain Relationships and Related Transactions in the Proxy Statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting.

An index of Exhibits and Schedules is on page [removed: 105] [added: [92](#iaa9cb7a7438443ce889d2e74b0169e5d_292)] of this report.

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[removed: [Table](#ib4bee1c7b2074b6b8d434b54f955dc87_7) [of Contents](#ib4bee1c7b2074b6b8d434b54f955dc87_7)][added: [Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)]

| Valuation and Qualifying Accounts | | | [removed: [112](#ib4bee1c7b2074b6b8d434b54f955dc87_295)] [added: [102](#iaa9cb7a7438443ce889d2e74b0169e5d_298)] | | |

| [removed: 2.1] [added: 4.3] | | | | | | [removed: [Separation and Distribution Agreement, dated as] [added: [I](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex41.htm)[ndenture, dated](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex41.htm) [as] of [removed: October 8, 2020, by and] [added: February 13, 2024,] between [removed: Vontier Corporation and] Fortive [removed: Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312520268470/d35176dex21.htm)] [added: Corporation, as issuer, and](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex41.htm) [The Bank of New York Mellon Trust Company, N.A., as trust](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex41.htm)[ee](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex41.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 2.1] [added: 4.1] to Fortive Corporation’s Current Report on Form 8-K filed on [removed: October] [added: February] 13, [removed: 2020] [added: 2024] (Commission File Number: 1-37654) | | |

| 10.2 | | | | | | [removed: [364-Day Term] [added: [Term] Loan Credit Agreement, dated as [removed: of October 18, 2022,] [added: of](https://www.sec.gov/Archives/edgar/data/1659166/000119312523293491/d636269dex101.htm) [December 7, 2023](https://www.sec.gov/Archives/edgar/data/1659166/000119312523293491/d636269dex101.htm)[,] among Fortive [removed: Corporation, Bank of America, N.A.,] [added: Corporation,](https://www.sec.gov/Archives/edgar/data/1659166/000119312523293491/d636269dex101.htm) [Sumitomo Mitsui Banking Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000119312523293491/d636269dex101.htm)[,] as Administrative Agent, and the lenders referred to [removed: therein.](https://www.sec.gov/Archives/edgar/data/1659166/000119312522265934/d404734dex102.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1659166/000119312523293491/d636269dex101.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to Fortive Corporation’s Current Report on Form 8-K filed on [removed: October 20, 2022] [added: December 12, 2023] (Commission File Number: 1-37654) | | |

| [removed: 10.16] [added: 4.2] | | | | | | [Description of [removed: compensation arrangements for non-management directors*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000235/a20211001-ex101.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit42-descriptionofsec.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.1] [added: 4.2] to Fortive Corporation’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: October 1, 2021] [added: December 31, 2022] (Commission File Number: [removed: 1-37654] [added: 1-37654)] | | |

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

| 10.23 | | | | | | [Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests*](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit1023-ftvsection16of.htm) | | | | | | [added: Incorporated by reference from Exhibit 10.23 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (Commission File Number: 1-37654)] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit211significantsubs2.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit211subsidiariesofre.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit231ftvconsent2022.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit231ftvconsent2023.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/1659166/000165916623000080/a20221231-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/a20231231-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/1659166/000165916623000080/a20221231-ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/a20231231-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/1659166/000165916623000080/a20221231-ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/a20231231-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/1659166/000165916623000080/a20221231-ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/a20231231-ex322.htm)] | | | | | | | | |

| (1) | | | Exhibit 101 to this report includes the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (ii) Consolidated Statements of Earnings for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] (iv) Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] and (vi) Notes to Consolidated Financial Statements. | | |

| Date: February [removed: 28, 2023] [added: 27, 2024] | | | By: | | | /s/ JAMES A. LICO | | |

| /s/ ALAN G. SPOON | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ ERIC BRANDERIZ | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ DANIEL L. COMAS | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ SHARMISTHA DUBEY | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ REJJI P. HAYES | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ WRIGHT LASSITER III | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ JAMES A. LICO | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ KATE D. MITCHELL | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ JEANNINE P. SARGENT | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ CHARLES E. MCLAUGHLIN | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| /s/ CHRISTOPHER M. MULHALL | | | | | | February [removed: 28, 2023] [added: 27, 2024] | | | | | |

| Classification | | | Balance at Beginning of Period | | | | | | Charged to Costs & Expenses | | | | | | Impact of Currency | | | | | | Charged to Other [removed: Accounts(a)] [added: Accounts] | | | | | | Write Offs, Write Downs & Deductions | | | | | | Balance at End of Period | | |

| Year Ended December 31, [removed: 2020:] [added: 2023:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.4 | | | | | | [Supplemental](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex42.htm) [Indenture](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex42.htm) [No.1](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex42.htm)[, dated as of February 13, 2024, between Fortive Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1659166/000119312524033829/d774582dex42.htm) | | | | | | Incorporated by reference from Exhibit 4.2 to Fortive Corporation’s Current Report on Form 8-K filed on February 13, 2024 (Commission File Number: 1-37654) | | |

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

| 10.16 | | | | | | [Description of](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [C](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[ompensation](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [A](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[rrangements for](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [N](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[on-management](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [D](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[irectors*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) | | | | | | | | |

| 10.21 | | | | | | [Offer of Employment Letter, dated](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1021-offerofemploym.htm) [October 8, 2021](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1021-offerofemploym.htm) [between TGA Employment Services LLC and](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1021-offerofemploym.htm) [Tamara Newcombe](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1021-offerofemploym.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1021-offerofemploym.htm) | | | | | | | | |

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

| 10.24 | | | | | | [Fortive Corporate Executive Officer Cash Severance Policy](https://www.sec.gov/Archives/edgar/data/1659166/000119312523058194/d454626dex101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s current report on Form 8-K, filed on March 2, 2023 (Commission File No. 1-37654) | | |

| 97 | | | | | | [Fortive Corporation Clawback Policy](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit97clawbackpolicy.htm) | | | | | | | | |

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[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)

| Allowance for credit losses | | | $ | 43.9 | | | | | $ | 5.0 | | | | | $ | 0.3 | | | | | $ | 0.7 | | | | | $ | (10.7) | | | | | $ | 39.2 | |

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

| 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) | | |

| Allowance for credit losses | | | $ | 26.4 | | | | | $ | 7.1 | | | | | $ | 1.2 | | | | | $ | 11.5 | | | | | $ | (3.7) | | | | | $ | 42.5 | |

| (a) Amounts are related to businesses acquired. In addition, the year ended December 31, 2020 includes an increase in the allowance for trade accounts receivables of $11.5 million recognized upon the adoption of ASU 2016-13 on January 1, 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |