Fortive (FTV) 10-K risk factor changes: FY2024 vs FY2023

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

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 [removed: the] international conflicts, [removed: including Russian invasion of Ukraine and 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, [added: political initiatives targeted at reducing] government [added: funding, government] deficit reduction and budget negotiation dynamics, sequestration, other austerity measures, political and social instability, other geopolitical conflict, sanctions, natural disasters, [added: public health crises,] terrorist attacks, and other challenges affect us and our distributors, customers, and suppliers, including having the effect of:

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

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

The supply chains for our businesses could also be disrupted by supplier capacity constraints, operational or quality issues, bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities, and external events such as natural disasters, severe weather events that are occurring more frequently or with more intense effects as a result of global climate change, [removed: pandemic] [added: public] health [removed: issues,] [added: crises,] war, terrorist actions, governmental actions, and legislative or regulatory changes, among others.

As discussed in the section entitled [removed: “Business-Materials,”] [added: “Business—Materials,”] our manufacturing and other operations employ a wide variety of components, raw materials, and other commodities.

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

Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which could adversely affect our financial [removed: statements.][added: results.]

[removed: Demand for our products and services is also sensitive to changes in customer order patterns, which] may be affected by announced price changes, changes in incentive programs, new product introductions, and customer inventory levels.

Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of [removed: competitors; please see the section entitled “Business-Competition” for additional details.][added: competitors.]

[added: See “Business—Competition.”] In order to compete effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing relationships with new customers, continually developing new or enhanced products and services to maintain and expand our brand recognition and leadership position in various product and service categories, and penetrating new markets, including high-growth markets.

Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our financial [removed: statements,] [added: results,] and our expansion into new markets may result in greater-than-expected risks, liabilities and expenses.

[added: 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 [removed: statements] [added: results] will suffer.

If we are not competitive or successful in our recruiting efforts, if we cannot attract or retain key employees, or if we do not adequately ensure effective succession planning or transfer of knowledge for our key employees, [added: or if] our [added: employees leave us given uncertainties relating to the separation, resulting in the inability to operate our business with employees possessing the appropriate expertise, our] ability to deliver and execute on our operational, development, or portfolio strategies would be adversely affected.

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

We rely on information technology systems, some of which are managed by third parties and some of which are managed on a decentralized, independent basis by our operating companies, to process, transmit, and store electronic information (including [removed: sensitive data such as confidential business information and personally identifiable data relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities.]

Any of the attacks, breaches, or other disruptions or damage described above, as well as corresponding remediation efforts, can 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 [removed: statements.][added: results.]

Defects and unanticipated use or inadequate disclosure with respect to our products (including software) or services could adversely affect our business, reputation, and financial [removed: statements.][added: results.]

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

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

Any of the circumstances described above could adversely impact our business and financial [removed: statements.][added: results.]

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

We own numerous patents, trademarks, copyrights, trade secrets, and other intellectual property and [added: have] licenses to intellectual property owned by others, which in aggregate are important to our business.

Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, and the cost of enforcing our intellectual property rights could adversely impact our [added: business, including our] competitive [removed: position] [added: position,] and financial [removed: statements.][added: results.]

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, [added: be required to license technology] or [added: other intellectual property rights from others,] be required to [removed: redesign] [added: cease marketing, manufacturing, or using certain products, or be required to redesign, re-engineer, or re-brand] our products at substantial cost, any of which could adversely impact our competitive position and financial [removed: statements.][added: results.]

Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of management attention and resources, which could adversely affect our [added: business and] financial [removed: statements.][added: results.]

We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our financial [removed: statements.][added: results.]

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

These lawsuits may include claims for compensatory damages, [removed: punitive and consequential damages, and/or injunctive relief.]

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

In addition, developments in proceedings in any given period may require us to adjust the loss contingency estimates that we have recorded in our financial [removed: statements,] [added: results,] record estimates for liabilities or assets that we were previously unable to estimate, or pay cash settlements or judgments.

Any of these developments could adversely affect our financial [removed: statements] [added: results] in any particular period.

[added: 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 [removed: statements] [added: results] and reputation.

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

In [removed: 2023,] [added: 2024,] approximately 46% of our sales were derived from customers outside the United States.

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

Any of these risks could negatively affect our financial [removed: statements] [added: results] and [removed: growth.][added: growth rate.]

Trade relations between [removed: China and] the United States [added: and other countries] could have a material adverse effect on our business and financial [removed: statements.][added: results.]

During [removed: 2023,] [added: 2024,] sales [removed: in China] [added: outside the United States] accounted for approximately [removed: 11%] [added: 46%] of our total sales for the year.

In addition, we have [removed: numerous] [added: several] facilities [removed: in China,] [added: outside the United States,] many of which serve multiple Fortive operating companies in manufacturing, distribution, product design, and selling, general and administrative functions.

Demand for our products and services is also sensitive to changes in customer order patterns, which

Our ability to attract, develop, and retain senior leaders and other key employees is critical to our success.

Our future performance is dependent upon our ability to attract, motivate and retain executives and other key employees.

The loss of services of executives and other key employees or the failure to attract, motivate and develop new executives or other key employees could prevent us from successfully implementing and executing business strategies, and therefore adversely affect our financial results.

Our success also depends on our ability to attract, develop and retain a talented employee base.

sensitive data such as confidential business information and personally identifiable data relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities.

Third-party intellectual property rights may also make it more difficult or expensive for us to meet market demand for particular product or design innovations.

If we are required to seek licenses under patents or other intellectual property rights of others, we may not be able to acquire these licenses on acceptable terms, if at all.

punitive and consequential damages, and/or injunctive relief.

- impact of geopolitical conflict;

We participate in various end markets outside the United States.

Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.

On September 4, 2024, we announced our intention to separate our Precision Technologies segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant.

The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s Intelligent Operating Solutions and Advanced Healthcare Solutions business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the Precision Technologies segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.

The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.

The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including,

among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.

All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated financial statements.

Our ability to effectuate the Separation, the structure of the Separation, and the anticipated benefits of the Separation may be adversely and materially impacted by adverse market conditions, possible delays in obtaining various tax rulings, regulatory approvals or clearances or otherwise satisfying the required conditions of the Separation, costs or inefficiencies associated with dis-synergies related to the Separation, uncertainty of the financial markets, our business performance, and unanticipated delays in establishing infrastructure or processes for Ralliant.

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

Executing the Separation will also require significant time and attention from management, which could distract them from other tasks in operating our business and result in performance shortfalls.

The pendency of the Separation could negatively impact the market price of our common stock, and even if the Separation is completed, we cannot assure you that the Separation will yield greater benefits to the Company and its shareholders than if the Separation had not occurred.

Following the Separation, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the Separation not occurred.

In addition, if the Separation is ultimately not consummated, the Company will have incurred costs, which may be significant, without realizing the anticipated benefits.

- we may incur or assume significant debt in connection with our acquisitions, investments, joint ventures, or strategic relationships, which could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense, and diminish our future access to the capital markets;

These regulations and standards are complex, change frequently, have tended to become more

An adverse outcome in any such audit or investigation could subject us to fines or other penalties;

In certain cases, a governmental entity may require us to pay back amounts it has paid to us.

An adverse outcome in any such investigation or audit could subject us to fines or other penalties;

We may also face audits or investigations by one or more domestic or foreign government agencies relating to our compliance with these regulations.

Our future income tax rates could be volatile and difficult to predict due to changes in business profit by jurisdiction, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.

For example, the Organisation for Economic Co-operation and Development continues to advance proposals for modernizing international tax rules, including the introduction of global minimum tax standards.

We closely monitor changes to tax laws, regulations, accounting principles, and global tax standards; and at the time of a change, the related expense or benefit recorded may be material to the quarter and year of change.

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If we do not develop innovative new and enhanced products and

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

Much of our future success and our ability to realize the benefit of our acquisitions and execute our portfolio strategy depends on our ability to attract and retain key employees, including our senior management.

caused by climate change and other climate-related causes.

We cannot assure you that our liabilities

- impact of geopolitical conflict, including the Russian invasion of Ukraine and the Israel-Hamas war;

We have experienced growth in various end markets in China.

Sales and expenses of our non-U.S.

- we may incur or assume significant debt in connection with our acquisitions or strategic relationships;

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

could become the subject of a bid protest by a losing bidder, which could result in loss of the contract.

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.

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

Foreign remittance taxes have not been provided for on undistributed earnings of certain of our non-U.S. subsidiaries to the extent such earnings are considered to be indefinitely reinvested in the operations of those subsidiaries.

If our intentions regarding reinvestment of such earnings change, or we determine to repatriate earnings from foreign jurisdictions that had previously been considered permanently reinvested under existing accounting standards, then our income tax provision, cash taxes paid, and effective tax rate could increase.

In addition, changes by the U.S. in relation to international tax reform could increase uncertainty and may adversely affect our income tax provision, cash taxes paid, and effective tax rate.

Comprehensive tax reform was enacted through the Tax Cuts and Jobs Act of 2017 (the “TCJA”) which includes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, deductions, and credits.

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

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

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

Furthermore, changes in multilateral agreements and the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation and Development (the “OECD”) and could significantly increase our tax provision, cash taxes paid, and effective tax rate.

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

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

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

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

companies’ respective businesses and other matters.

Risk Related to Shareholder Rights

Certain provisions in our amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of our company, which could decrease the trading price of our common stock.

Our amended and restated certificate of incorporation (“Restated Certificate of Incorporation”) and amended and restated bylaws (“Amended and Restated Bylaws”) contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with the Board of Directors (the “Board”) rather than to attempt an unsolicited takeover not approved by the Board.

These provisions include, among others:

- the inability of our shareholders to act by written consent;

- rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

- the right of the Board to issue preferred stock without shareholder approval; and

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

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 our shareholders may favor.

Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation, or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of shareholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.

The following discussion and analysis of Fortive’s financial condition and results of operations for the fiscal years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022] [added: 2023] 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 [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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, [removed: 2022] [added: 2023] with the Securities and Exchange Commission on February [removed: 28, 2023.][added: 27, 2024.]

Our strategic segments - Intelligent Operating [removed: Solutions,] [added: Solutions (“IOS”),] Precision [removed: Technologies,] [added: Technologies (“PT”),] and Advanced Healthcare Solutions [added: (“AHS”)] - include well-known brands with leading positions in their markets.

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

Fortive is a multinational business with global operations with approximately 46% of our sales derived from customers outside the United States in [removed: 2023.][added: 2024.]

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

In this report, references to sales from existing businesses [added: (“core revenue”)] refer to sales from operations calculated according to generally accepted accounting principles in the United States (“GAAP”) but excluding (1) the impact from acquired and divested businesses and (2) the impact of [added: foreign] 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 [removed: acquisition] [added: acquisition,] less the amount of sales attributable to certain [removed: divested] businesses or product lines [added: that have been divested, or, at the time of reporting, are pending divestiture, but are not, and will] not [added: be,] considered discontinued operations prior to the first anniversary of the divestiture.

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

[removed: Sales from existing businesses] [added: Core revenue] should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies.

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

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

Geographically, [removed: year-over-year sales from existing businesses] [added: core revenue] in developed markets increased by [removed: mid-single-digits,] [added: mid-single-digits during 2024,] driven by mid-single-digit growth in North [removed: America, low single-digit growth in] [added: America and] Western Europe, and [removed: low double-digit] [added: high single-digit] growth in Japan.

[removed: *Acquisitions*][added: Acquisitions]

We recorded approximately [removed: $56.7 million] [added: $1.18 billion] of goodwill [added: within our PT segment] related to the [removed: acquisitions,] [added: EA acquisition,] which is not tax deductible.

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

[removed: We initiated a discrete plan in] [added: In] the first quarter of [removed: 2023] [added: 2023, we initiated a separate discrete restructuring plan] that was completed [removed: during] [added: by] the [removed: fourth quarter] [added: end] of 2023.

The nature of [removed: these] [added: the] activities [removed: were] [added: in 2023 was] broadly consistent throughout our segments and [removed: consist] [added: consisted] primarily of targeted workforce reductions in response to overall macroeconomic and other external conditions.

We incurred charges of [added: $19.7 million and] $58.6 million during the [removed: year] [added: years] ended December 31, [removed: 2023.][added: 2024 and 2023, respectively.]

[removed: *Other Matters*][added: Other Matters]

We anticipate full year sales [added: growth] to [removed: grow on a year-over-year basis by] [added: be between] approximately [removed: 6%] [added: flat] and [removed: 8%] [added: 2.0%] with year-over-year growth from existing businesses of approximately [removed: 2%] [added: 1.5%] and [removed: 4%.][added: 3.5%.]

We expect foreign exchange rates to remain volatile throughout the [removed: year] [added: year,] which could [removed: adversely] [added: continue to] impact our financial results.

Additionally, our financial outlook is subject to various assumptions and risks, including but not limited to, [added: ongoing geopolitical developments and events, global uncertainties related to governmental policies toward international trade, monetary and fiscal policies, including the current uncertainty about the future relationship between the United States and other major regions with respect to trade policies, treaties, government regulations, sanctions and tariffs,] macroeconomic conditions in the United [removed: States] [added: States, China,] and other critical regions, [removed: ongoing challenges with global logistics and supply chains, disruption in supply or transportation resulting] [added: impact] from [removed: severe weather or other events,] [added: our pending separation into two independent publicly traded companies, and the] impact of inflationary dynamics on our expenses or our ability to realize price increases in our sales, interest rates, market conditions in key product segments, and elective surgery rates.

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

| | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | |

| Total revenue growth (GAAP) | | | [removed: 4.1] [added: 2.7] | | % | | | | | | |

| Acquisitions and divestitures [removed: (Non-GAAP)] | | | [removed: (0.1)] [added: (2.0)] | | % | | | | | | |

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

[removed: 2023] [added: 2024] vs. [removed: 2022][added: 2023]

- Year-over-year [removed: increase in price] [added: sales increases due to favorable pricing] and [added: higher] volume from existing [removed: businesses] [added: businesses,] and [removed: gains] [added: benefits] from productivity measures, [removed: which were] partially offset by higher employee compensation, [removed: unfavorable product mix] and [added: unfavorable changes in] foreign [added: currency] exchange rates — favorable [removed: 160] [added: 200] basis points

- The year-over-year effect of amortization from existing [removed: businesses offset by] [added: businesses, and] impairment of intangible assets [added: incurred in 2023] — favorable [removed: 40] [added: 30] basis points

- The year-over-year net effect of [removed: acquisition-related] [added: acquisition, divestiture and separation related] transaction costs [removed: which were lower] [added: incurred] in [removed: 2023] [added: the year] — [removed: favorable 40] [added: unfavorable 85] basis points

- The year-over-year net effect of acquired and divested businesses, including [removed: amortization,] [added: amortization] and acquisition-related fair value adjustments — [removed: favorable 5] [added: unfavorable 120] basis points

- The year-over-year effect of costs relating to [removed: the] discrete restructuring [removed: plan in 2023] [added: plans] — [removed: unfavorable 95] [added: favorable 65] basis points

| Intelligent Operating Solutions | | | $ | [removed: 2,612.2] [added: 2,714.7] | | | | | $ | [removed: 2,466.1] [added: 2,612.2] | | | | | | | |

| Advanced Healthcare Solutions | | | [removed: 1,320.3] [added: 1,287.7] | | | | | | [removed: 1,321.4] [added: 1,229.4] | | | | | | | | |

| Total | | | $ | [removed: 6,065.3] [added: 6,231.8] | | | | | $ | [removed: 5,825.7] [added: 6,065.3] | | | | | | | |

| United States | | | $ | [removed: 3,288.4] [added: 3,372.0] | | | | | $ | [removed: 3,136.8] [added: 3,288.4] | | | | | | | |

| China | | | [removed: 694.9] [added: 648.2] | | | | | | [removed: 702.1] [added: 694.9] | | | | | | | | |

Our businesses design, develop,

period.

Update on Pending Separation of the Precision Technologies Segment

On September 4, 2024, we announced our intention to separate our PT segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant.

The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s IOS and AHS business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the PT segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.

The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.

The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.

All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated financial statements.

Segment Realignment and Divestiture

In January 2024, we realigned Invetech from the AHS segment to the PT segment (the “Segment Realignment”) based on our strategic decision to divest the equipment design and manufacturing businesses of Invetech, while retaining the motion solution businesses (the “Motion Solution Business”) that are more closely aligned with the PT segment than the AHS segment.

In June 2024, we divested and transferred ownership of Invetech, excluding the Motion Solution Business, to its management team (the “Invetech Divestiture”).

As a result of the divestiture, in the year ended December 31, 2024, we recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Consolidated Statements of Earnings.

The divested businesses accounted for less than 1.0% of total revenue and less than 1.0% of total assets for the fiscal year ended December 31, 2023.

The acquisition of EA will bolster the PT segment’s innovative portfolio of products and services for engineers with complementary test and measurement solutions enabling the global energy transition.

We also anticipate future tax benefits as a result of the transaction.

In the fourth quarter of 2024, we initiated a discrete restructuring plan that is expected to be completed by December 31, 2025.

The nature of the plan initiated in 2024 was related to the Separation and consisted primarily of targeted workforce reductions to realign the cost structures between the two companies.

During 2024, aggregate year-over-year sales increased 2.7%, driven by a 1.3% increase in our core revenue and a 2.0% increase from acquisitions, net of divestiture, partially offset by a decline of 0.6% due to unfavorable foreign currency translation.

Core revenue growth included favorable pricing of 2.7%, partially offset by volume decline of 1.4%.

Core revenue in high growth markets increased slightly, driven by low double-digit growth in Latin America, partially offset by a low single-digit decline in Asia, where China declined by high single-digits.

*2025 Outlook*

| Impact of: | | | | | | | | | | | |

| Core revenue growth (Non-GAAP) | | | 1.3 | | % | | | | | | |

Operating profit margins were 19.4% in 2024, an increase of 70 basis points as compared to 18.7% in 2023.

- Year-over-year increase in price from existing businesses, volume growth in IOS and AHS, and benefits from productivity measures were partially offset by a volume decline in certain businesses and end markets within our PT segment, higher employee compensation and investment growth initiatives.

Additionally, there were unfavorable foreign exchange rates — favorable 80 basis points

- The year-over-year effect of the gain on sale of land and certain office buildings in the PT segment during the year - favorable 100 basis points

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| Precision Technologies | | | 2,229.4 | | | | | | 2,223.7 | | | | | | | | |

| All other | | | 2,211.6 | | | | | | 2,082.0 | | | | | | | | |

| Total | | | $ | 6,231.8 | | | | | $ | 6,065.3 | | | | | | | |

| | | | 2024 vs. 2023 | | | | | | | | |

| Impact of: | | | | | | | | | | | |

| Core revenue growth (Non-GAAP) | | | 3.4 | | % | | | | | | |

The sales growth in 2024 was driven primarily by favorable pricing across the segment and increased volume in our gas detection products, as well as software and service offerings in facility and assets lifecycle applications, including software as a service (“SaaS”).

The acquisitions in 2023 also contributed 0.8% to revenue growth during the year.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | | | |

| Sales | | | $ | 2,229.4 | | | | | $ | 2,223.7 | | | | | | | |

| Operating profit | | | 500.0 | | | | | | 544.2 | | | | | | | | |

| Depreciation | | | 29.0 | | | | | | 27.2 | | | | | | | | |

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%.

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

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

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

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*

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

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

*Restructuring*

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.

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*

| Existing businesses (Non-GAAP) | | | 4.8 | | % | | | | | | |

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

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

- Russia exit and wind down costs that were incurred during 2022 — favorable 30 basis points

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Precision Technologies | | | 2,132.8 | | | | | | 2,038.2 | | | | | | | | |

| All other (each country individually less than 5% of total sales) | | | 2,082.0 | | | | | | 1,986.8 | | | | | | | | |

| Existing businesses (Non-GAAP) | | | 5.9 | | % | | | | | | |

| Sales | | | $ | 2,132.8 | | | | | $ | 2,038.2 | | | | | | | |

| Operating profit | | | 540.3 | | | | | | 491.3 | | | | | | | | |

| Depreciation | | | 26.2 | | | | | | 24.2 | | | | | | | | |

| Existing businesses (Non-GAAP) | | | 5.1 | | % | | | | | | |

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.

Sales in high growth markets increased by low single-digits during 2023, where we saw low-forties growth in the Middle East and a low single-digit decline in Asia, which includes a low single-digit decline in China.

| Sales | | | $ | 1,320.3 | | | | | $ | 1,321.4 | | | | | | | |

| Operating profit | | | 105.5 | | | | | | 107.9 | | | | | | | | |

| Depreciation | | | 22.2 | | | | | | 21.6 | | | | | | | | |

| Amortization as a % of sales | | | 13.7 | | % | | | | 13.9 | | % | | | | | | |

| Existing businesses (Non-GAAP) | | | 2.2 | | % | | | | | | |

The sales results for 2023 was primarily driven by price increases across the segment and demand increases for software and related services, partially offset by a reduction in volume in system design services.

[added: This cultural foundation] is reinforced by the rigor of our disciplined operating cadence.

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

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

Our offerings include instrument sterilization solutions, instrument tracking, [removed: cell therapy equipment design and manufacturing,] biomedical test tools, radiation detection and safety monitoring, and end-to-end clinical productivity software and solutions.

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

While the remediation efforts taken by certain jurisdictions in response to [added: events, such as] the COVID-19 pandemic and the disruptions from the Ukraine/Russia [removed: conflict] [added: conflict,] have raised material and shipping costs, our supply chain was responsive to these dynamics, and we implemented solutions, including through FBS and working collaboratively with our suppliers, to effectively support our operations, and help countermeasure production material shortages and distribution limitations.

Key competitive factors vary among our businesses and product and service lines, but include the specific factors noted above with respect to each particular [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: People Strategy (Human] [added: Human] Capital [removed: Management)][added: Management]

Our people strategy is defined by [removed: our] [added: this] inclusive growth culture and is advanced through FBS and our career development and reward systems.

We continually measure, review, and refine our [added: people] strategy through measured employee experience processes.

Our [added: inclusive growth] culture sets the tone for Fortive’s people strategy and drives Fortive’s success.

We know that [removed: an inclusive, diverse, and equitable] [added: a] workforce [added: empowered by inclusivity, continuous improvement, and FBS] creates extraordinary long-term value for our [removed: employees] [added: customers, people] and shareholders.

We are focused on [removed: recruiting from a wide variety of diverse candidate sources,] cultivating an inclusive [removed: environment] [added: workplace] where everyone can [removed: succeed, providing training on inclusion] [added: contribute to their fullest potential, attracting] and [removed: unconscious bias,] [added: retaining top talent from a wide variety of candidate sources,] and [removed: monitoring] [added: sustaining] policies and practices to ensure that no group is inadvertently disadvantaged.

[removed: Another part of Fortive’s commitment to IDE] [added: Fortive] is [removed: our adherence] [added: committed] to [added: adhering to] EEO (equal employment opportunity) principles.

Our Board of Directors, along with the Compensation Committee, [added: also] oversee our [removed: IDE efforts] [added: inclusive growth culture practices] as [added: an integral] part of our people strategy and measurement actions.

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

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

These business and career development systems strengthen our [added: ability to deliver our] employee value proposition, build our employer brand, drive professional growth for our [removed: employees] [added: people] and results for our customers.

Our Performance and Development [removed: for Growth] processes drive results and career growth for our global teams.

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

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

Collectively, these experiences build skills, strengthen performance, and prepare our [removed: employees] [added: people] for challenging [removed: opportunities.][added: opportunities and outsized impact.]

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

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

To achieve this promise, our leaders at all levels of the organization actively seek feedback [removed: from our employees and other stakeholders] [added: with quarterly touchpoints] to strengthen our [added: inclusive growth] culture.

In our last comprehensive census survey in [removed: 2023,] [added: Q4 2024,] over [removed: 80%] [added: 85%] of our global team responded, delivering [removed: steady gains] [added: continued strength] in [removed: both] overall engagement and [removed: in] inclusion and belonging [removed: that resulted in historically] [added: at] high ratings of [removed: 78%] [added: 76%] and [removed: 82%,] [added: 84%,] respectively.

Our results continue to inform both management and our Board of Directors on appropriate actions to enhance our [added: culture and overall] employee experience.

Although the [removed: substantial] majority of our revenue in [removed: 2023] [added: 2024] was from customers other than governmental entities, each of our segments has agreements relating to the sale of products [added: and services] to government entities.

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

[removed: The CCPA] [added: In particular, a broad privacy law in California, the California Consumer Privacy Act (“CCPA”), which came into effect in January 2020 and was amended by the California Privacy Rights Act effective January 2023,] has some of the same features as the GDPR (discussed [removed: below),] [added: below)] and has [removed: already] prompted several other states to [added: enact or] consider similar legislation.

Across the European [removed: Union,] [added: Economic Area,] the General Data Protection Regulation [removed: (“GDPR”) imposes] [added: (“GDPR”), and similar laws in the United Kingdom and Switzerland impose] strict requirements [removed: in] [added: on] how we [removed: collect, transmit, process, and retain] [added: process] personal data, including, among other things, in certain circumstances a requirement for prompt notification of data breaches to supervisory authorities and/or to data subjects, with the risk of significant fines for non-compliance.

Although the LGPD shares similarities with the GDPR, it also contains a number of unique features, including specific legal bases not found in the GDPR that allow an organization to process personal data and [added: specific] requirements for the role [added: or appointment] of a data protection officer.

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: 14] [added: 13] to the consolidated financial statements included in this Annual Report.

*Export/Import [removed: Compliance*][added: Regulations*]

We [added: sell products and services to customers all over the world and] are required to comply with various U.S. export/import control and economic sanctions laws, such as:

We operate in jurisdictions, such as the U.S. and [removed: Europe,] [added: European Union,] with significant legal [removed: whistleblower] protection compliance [removed: reports] for [added: whistleblowers who make compliance reports about] potential violations internally and to government authorities.

In the U.S., the Securities and Exchange Commission [added: and the Department of Justice] can provide monetary awards to whistleblowers that report securities law violations [removed: to the Commission.][added: that are subsequently pursued.]

On September 4, 2024, we announced our intention to separate our Precision Technologies segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant.

The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s Intelligent Operating Solutions and Advanced Healthcare Solutions business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the Precision Technologies segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.

The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.

The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of

the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.

On September 4, 2024, we announced our intention to separate our Precision Technologies segment into an independent publicly traded company, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.

Regulators throughout Europe also require additional safeguards to facilitate the transfer of personal information outside of Europe.

Together these controls and regulations may impose licensing requirements on exports of certain technology and software from the U.S. and may impact our ability to transact business in certain countries or with certain customers.

We have developed compliance programs and training to prevent violations of these programs and regulations, and we regularly monitor changes in the law and regulations.

Changes in these or other import or export laws and regulations may restrict or further restrict our ability to sell certain products and solutions and may require us to develop additional compliance programs and training.

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

This cultural foundation

Customers for these products and services

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.

Along with FBS, Inclusion, Diversity, and Equity (“IDE”) are core enablers of our strategy and culture.

We are committed to IDE in all its forms.

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

Our employee experience surveys are one of the many ways we actively solicit input.

Our employee experience survey approach continues to mature through quarterly touchpoints and leader accountability.

Our operations throughout the world, including in developing countries with heightened risks of

In particular, a broad privacy law in California, the California Consumer Privacy Act (“CCPA”), came into effect in January 2020.

The CCPA has already been amended several times, including through a November 2020 ballot initiative (called the California Privacy Rights Act) (“CPRA”), which became effective in January 2023.

Additionally, after a July 2020 decision from the Court of Justice of the European Union, European regulators are requiring additional safeguards to facilitate the transfer of personal information from the European Union to the United States and other certain jurisdictions.

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

Please refer to Note [removed: 14] [added: 13] 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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of February [removed: 22, 2024] [added: 21, 2025] there were [removed: 351,379,735] [added: 340,290,131] shares of Registrant’s common stock outstanding.

The aggregate market value of common stock held by non-affiliates of the Registrant as of June [removed: 30, 2023] [added: 28, 2024] was [removed: $26.3] [added: $25.9] 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: 2024] [added: 2025] annual meeting of stockholders (the [removed: “2024] [added: “2025] 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: 2024] [added: 2025] Proxy Statement specifically incorporated herein by reference, the [removed: 2024] [added: 2025] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| | | | Item 1A. | | | [Risk Factors](#iaa9cb7a7438443ce889d2e74b0169e5d_19) | | | [removed: [11](#iaa9cb7a7438443ce889d2e74b0169e5d_19)] [added: [12](#iaa9cb7a7438443ce889d2e74b0169e5d_19)] | | |

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

| | | | Item 1C. | | | [C](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[yber](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[sec](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[urity](#iaa9cb7a7438443ce889d2e74b0169e5d_2813) | | | [removed: [25](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)] [added: [24](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)] | | |

| | | | Item 2. | | | [Properties](#iaa9cb7a7438443ce889d2e74b0169e5d_25) | | | [removed: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_25)] [added: [26](#iaa9cb7a7438443ce889d2e74b0169e5d_25)] | | |

| | | | Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#iaa9cb7a7438443ce889d2e74b0169e5d_40) | | | [removed: [28](#iaa9cb7a7438443ce889d2e74b0169e5d_40)] [added: [29](#iaa9cb7a7438443ce889d2e74b0169e5d_40)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#iaa9cb7a7438443ce889d2e74b0169e5d_253) | | | [removed: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_253)] [added: [92](#iaa9cb7a7438443ce889d2e74b0169e5d_253)] | | |

| | | | Item 9A. | | | [Controls and Procedures](#iaa9cb7a7438443ce889d2e74b0169e5d_256) | | | [removed: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_256)] [added: [92](#iaa9cb7a7438443ce889d2e74b0169e5d_256)] | | |

| | | | Item 9B. | | | [Other Information](#iaa9cb7a7438443ce889d2e74b0169e5d_259) | | | [removed: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_259)] [added: [92](#iaa9cb7a7438443ce889d2e74b0169e5d_259)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#iaa9cb7a7438443ce889d2e74b0169e5d_262) | | | [removed: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_262)] [added: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_262)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate Governance](#iaa9cb7a7438443ce889d2e74b0169e5d_268) | | | [removed: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_268)] [added: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_268)] | | |

| | | | Item 15. | | | [Exhibits and Financial Schedules](#iaa9cb7a7438443ce889d2e74b0169e5d_286) | | | [removed: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_286)] [added: [95](#iaa9cb7a7438443ce889d2e74b0169e5d_286)] | | |

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; [added: our plans to separate into two independent, publicly traded companies;] 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 [added: expected] impact of inflation or interest rate changes; impact of geopolitical [removed: events, including the impact of the Ukraine/Russia conflict, the Middle East conflict,] [added: events] 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 [removed: and banking systems] may adversely affect our business and financial [removed: statements.][added: results.]

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

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

- We may use artificial intelligence in our business and [added: 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.

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

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

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

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

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

- Trade relations between [removed: China and] the United States [added: and other countries] could have a material adverse effect on our business and financial [removed: statements.][added: results.]

- Foreign currency exchange rates, including the volatility thereof, may adversely affect our financial [removed: statements.][added: results.]

- Any inability to consummate acquisitions at our anticipated rate and at appropriate [removed: prices] [added: prices, and to make appropriate investments that support our long-term strategy,] could negatively impact our growth rate and stock price.

- Our acquisition of businesses, [added: investments,] joint ventures, and [added: other] strategic relationships could negatively impact our financial [removed: statements.][added: results.]

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

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

- Our operations, products, and services expose us to the risk of environmental, health, and safety liabilities, costs, and violations that could adversely affect our reputation and financial [removed: statements.][added: results.]

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

- Changes in our effective tax rates or exposure to additional [removed: income] tax liabilities or assessments could affect our profitability.

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

- Our ability to attract, develop, and retain senior leaders and other key employees is critical to our success.

- Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.

- 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.

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

[removed: 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.

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, [removed: 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.

As part of this process,

As of December 31, [removed: 2023,] [added: 2024,] our facilities included approximately 60 significant facilities, which are used for manufacturing, distribution, warehousing, research and development, general administrative, and/or sales functions.

Approximately 35 of these facilities are located in the United States in [removed: 20] [added: over 15] states and approximately 25 are located outside the United States in [removed: over 10] [added: 15] countries, including Canada and countries in Asia Pacific, Europe, and Latin America.

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

The approximate number of significant facilities by business segment is: Intelligent Operating Solutions [removed: 25,] [added: 20,] Precision Technologies [removed: 25,] [added: 30,] and Advanced Healthcare Solutions 10.

Please refer to Note [removed: 9] [added: 8] to the consolidated financial statements for additional information with respect to our lease commitments.

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distribution.

Set forth below are the names, ages, positions, and experience of our executive officers as of February [removed: 27, 2024.][added: 25, 2025.]

| James A. Lico | | | | | | [removed: 58] [added: 59] | | | | | | President and Chief Executive Officer | | | | | | 2016 | | |

| Charles E. McLaughlin | | | | | | [removed: 62] [added: 63] | | | | | | Senior Vice President – Chief Financial Officer | | | | | | 2016 | | |

| Tamara S. Newcombe | | | | | | [removed: 58] [added: 59] | | | | | | President and CEO of Precision Technologies [removed: and Advanced Healthcare Solutions] | | | | | | 2022 | | |

| Jonathan L. Schwarz | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President – Corporate Development | | | | | | 2016 | | |

| Edward R. Simmons | | | | | | [removed: 50] [added: 51] | | | | | | Senior Vice President – Strategy | | | | | | 2021 | | |

| Olumide Soroye | | | | | | [removed: 51] [added: 52] | | | | | | President and CEO of Intelligent Operating Solutions [added: and Advanced Healthcare Solutions] | | | | | | 2021 | | |

| Peter C. Underwood | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Stacey A. Walker | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President – Human Resources | | | | | | 2016 | | |

Newcombe has served as President and CEO of Precision Technologies since January 2022 and President and CEO [removed: and] [added: of] Advanced Healthcare Solutions [removed: since] [added: from] June [removed: 2023.][added: 2023 to January 2025.]

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

[removed: In addition, from September 1999 through May] 2018, Mr. Simmons served as a Partner of Bain & Company where he served as a Director in its Private Equity Practice and led its Technology, Media, and Telecommunications practice.

Olumide Soroye has served as President and CEO of Intelligent Operating Solutions since August [removed: 2021.][added: 2021 and President and CEO of Advanced Healthcare Solutions since January 2025.]

In addition, from September 1999 through May

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2021 to December 2021, President of Tektronix from April 2019 to December 2021, and Commercial President of Tektronix from February 2017 to April 2019.

As of February [removed: 22, 2024,] [added: 21, 2025,] there were approximately [removed: 1700] [added: 1,600] holders of record of our common stock.

In [removed: November 2023, our Board] [added: the fourth quarter] of [removed: Directors] [added: 2023, we] increased the quarterly dividend paid [removed: December 29, 2023] [added: from $0.07 per share] to $0.08 per share [removed: from $0.07 per share, an increase of 14%.][added: on our common stock.]

During the fiscal year ended December 31, [removed: 2023,] [added: 2024,] the Company purchased [removed: 4] [added: 12.0] million shares of its common stock at an average share price of [removed: $68.20,] [added: $73.93,] including [removed: 1] [added: 6.2] million shares at an average share price of [removed: $64.99] [added: $75.01] during the fourth quarter of [removed: 2023, leaving 9 million shares authorized for repurchase under the share repurchase program as of December 31, 2023.][added: 2024.]

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 [removed: shares.][added: shares, with 8 million remaining authorized under the share repurchase program as of December 31, 2024.]

The following table provides details about our share repurchases during the fiscal quarter ended December 31, [removed: 2023.][added: 2024.]

| September 28 - October 27 | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| October 28 - November 27 | | | 6,200,000 | | | | | | 75.01 | | | | | | 6,200,000 | | | | | | 7,990,143 | | |

| November 28 - December 31 | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | 6,200,000 | | | | | | $ | 75.01 | | | | | 6,200,000 | | | | | | 7,990,143 | | |

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

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

We have historically paid a quarterly dividend on our common stock.

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

| Nov 1 - Nov 30 | | | 750,000 | | | | | | 64.97 | | | | | | 750,000 | | | | | | 9,000,000 | | |

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

| Total | | | 1,000,000 | | | | | | $ | 64.99 | | | | | 1,000,000 | | | | | | 9,000,000 | | * |

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

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting is effective.

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

The assets and revenues of the [removed: IOS Acquisitions] [added: EA acquisition] excluded from management’s assessment of internal controls constituted [removed: less than 1%] [added: approximately 12%] of the Company’s total assets as of December 31, [removed: 2023] [added: 2024] and less than [removed: 1%] [added: 2%] of the Company’s total revenues for the year ended December 31, [removed: 2023,] [added: 2024,] respectively.

This report dated February [removed: 27, 2024] [added: 25, 2025] appears on page [48](#iaa9cb7a7438443ce889d2e74b0169e5d_148) of this Form 10-K.

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of Fortive Corporation

We have audited Fortive Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 27, 2024] [added: 25, 2025] expressed an unqualified opinion thereon.

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 [removed: IOS acquisitions] [added: EA Elektro-Automatik Holding GmbH] which is included in the [removed: 2023] [added: 2024] consolidated financial statements of the Company and constituted less than [removed: 1%] [added: 12%] of total [removed: and] assets, respectively, as of December 31, [removed: 2023] [added: 2024] and less than [removed: 1%] [added: 2%] 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 [removed: IOS Acquisitions.][added: EA Elektro-Automatik Holding GmbH.]

[removed: February 27, 2024][added: 2024]

We have audited the accompanying consolidated balance sheets of Fortive Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 27, 2024] [added: 25, 2025] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

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

The communication of [added: the] critical audit [removed: matters] [added: matter] 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 [removed: matters] [added: matter] below, providing separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which it relates.

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

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and equivalents | | | $ | [removed: 1,888.8] [added: 813.3] | | | | | $ | [removed: 709.2] [added: 1,888.8] | |

| Accounts receivable less allowance for doubtful accounts of [removed: $39.2] [added: $30.7] and [removed: $43.9,] [added: $39.2,] respectively | | | [removed: 960.8] [added: 945.4] | | | | | | [removed: 958.5] [added: 960.8] | | |

| Inventories | | | [removed: 536.9] [added: 544.8] | | | | | | [removed: 536.7] [added: 536.9] | | |

| Prepaid expenses and other current assets | | | [removed: 285.1] [added: 288.8] | | | | | | [removed: 272.6] [added: 285.1] | | |

| Total current assets | | | [removed: 3,671.6] [added: 2,592.3] | | | | | | [removed: 2,477.0] [added: 3,671.6] | | |

| Property, plant and equipment, net | | | [removed: 439.8] [added: 433.1] | | | | | | [removed: 421.9] [added: 439.8] | | |

| Other assets | | | [removed: 518.9] [added: 494.7] | | | | | | [removed: 455.8] [added: 518.9] | | |

| Goodwill | | | [removed: 9,121.7] [added: 10,156.0] | | | | | | [removed: 9,048.5] [added: 9,121.7] | | |

| Other intangible assets, net | | | [removed: 3,159.8] [added: 3,340.0] | | | | | | [removed: 3,487.4] [added: 3,159.8] | | |

| Total assets | | | $ | [removed: 16,911.8] [added: 17,016.1] | | | | | $ | [removed: 15,890.6] [added: 16,911.8] | |

| Current portion of long-term debt | | | $ | [removed: —] [added: 376.2] | | | | | $ | [removed: 999.7] [added: —] | |

| Trade accounts payable | | | [removed: 608.6] [added: 677.4] | | | | | | [removed: 623.0] [added: 608.6] | | |

| Accrued expenses and other current liabilities | | | [removed: 1,182.7] [added: 1,184.8] | | | | | | [removed: 1,104.4] [added: 1,182.7] | | |

| Total current liabilities | | | [removed: 1,791.3] [added: 2,238.4] | | | | | | [removed: 2,727.1] [added: 1,791.3] | | |

| Other long-term liabilities | | | [removed: 1,149.0] [added: 1,251.0] | | | | | | [removed: 1,223.3] [added: 1,149.0] | | |

| Long-term debt | | | [removed: 3,646.2] [added: 3,331.1] | | | | | | [removed: 2,251.6] [added: 3,646.2] | | |

| Commitments and Contingencies (Note [removed: 14)] [added: 13)] | | | | | | | | | | | |

| Common stock: $0.01 par value, [removed: 2.0 billion] [added: 2,000.0] shares authorized; [removed: 363.7] [added: 366.6] and [removed: 361.5] [added: 363.7] issued; [removed: 350.7] [added: 341.2] and [removed: 352.9] [added: 350.7] outstanding; respectively | | | [removed: 3.6] [added: 3.7] | | | | | | 3.6 | | |

| Additional paid-in capital | | | [removed: 3,851.3] [added: 4,035.0] | | | | | | [removed: 3,706.3] [added: 3,851.3] | | |

| Treasury shares, at cost | | | [removed: (715.8)] [added: (1,612.3)] | | | | | | [removed: (442.9)] [added: (715.8)] | | |

The Company acquired EA Elektro-Automatik Holding GmbH (“EA”) during the year ended December 31, 2024.

February 25, 2025

To the Stockholders and the Board of Directors of Fortive Corporation

| *Description of the Matter* | | | Accounting for the acquisition of EA Elektro-Automatik Holding GmbH As discussed in Note 3 to the consolidated financial statements, on January 3, 2024, the Company acquired EA Elektro-Automatik Holding GmbH (“EA”), for a purchase price of $1.72 billion. The transaction was accounted for as a business combination. As part of the allocation of the purchase price, the Company estimated the fair value of finite-lived intangible assets to be $681.2 million, comprised of product trade names, developed technology and customer relationships. Auditing the Company's accounting for its acquisition of EA was complex due to the estimation uncertainty in determining the fair value of finite-lived intangible assets related to customer relationships. The significant assumption used to estimate the value of this asset was the attrition rate. This assumption is forward looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We tested the Company's controls over its accounting for acquisitions, including controls over management’s review of the significant assumption described above. To test the estimated fair value of customer relationship asset, we performed audit procedures that included, among others, evaluating the Company's use of the selected valuation model, testing the significant assumption used in the model and testing the completeness and accuracy of the underlying data. For example, we compared the attrition rate selected by management to the historical results of the acquired business and to assumptions used by guideline companies within the industry. Our valuation specialists assisted with the evaluation of the valuation model selected, including the attrition rate. | | |

February 25, 2025

| Gain on sale of property | | | 63.1 | | | | | | — | | | | | | — | | |

| Loss from divestiture | | | (25.6) | | | | | | — | | | | | | — | | |

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

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

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

| Dividends to common stockholders | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (111.2) | | | | | | — | | | | | | — | | |

| Common stock repurchases | | | (12.0) | | | | | | — | | | | | | — | | | | | | (896.5) | | | | | | — | | | | | | — | | | | | | — | | |

| Balance, December 31, 2024 | | | 341.2 | | | | | | $ | 3.7 | | | | | $ | 4,035.0 | | | | | $ | (1,612.3) | | | | | $ | 8,227.6 | | | | | $ | (465.4) | | | | | $ | 7.0 | |

| Gain on sale of property | | | (63.1) | | | | | | — | | | | | | — | | |

| Loss from divestiture | | | 25.6 | | | | | | — | | | | | | — | | |

| Loss from equity investments | | | 39.4 | | | | | | 17.3 | | | | | | 17.3 | | |

| Change in certain assets and liabilities: | | | | | | | | | | | | | | | | | |

| Cash infusion into divestiture | | | (14.0) | | | | | | — | | | | | | — | | |

| Payment of dividends | | | (111.2) | | | | | | (102.0) | | | | | | (99.5) | | |

Reclassification of certain prior year amounts in the Consolidated Statements of Cash Flows have been made to conform to current year presentation.

Update on Pending Separation of the Precision Technologies Segment

On September 4, 2024, we announced our intention to separate our PT segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant.

The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s IOS and AHS business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the PT segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.

The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.

The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.

All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated financial statements.

Segment Realignment

In January 2024, we realigned Invetech from the AHS segment to the PT segment (the “Segment Realignment”) based on our strategic decision to divest the equipment design and manufacturing businesses of Invetech, while retaining the motion solution businesses (the “Motion Solution Business”) that are more closely aligned with the PT segment than the AHS segment.

Prior period segment amounts in Note 5, 11, and 16 have been recast to conform to the revised segment presentation.

Refer to Note 3 for further detail on the divestiture.

We recorded a loss from equity investments of $39.4 million during the year ended December 31, 2024, and $17.3 million during both the years ended December 31, 2023 and 2022.

The loss was recorded within Other non-operating expense, net in our Consolidated Statement of Earnings.

In the fourth quarter of 2024, we initiated a discrete restructuring plan that is expected to be completed by December 31, 2025.

The nature of the plan initiated in 2024 was related to the Separation and consisted primarily of targeted workforce reductions to realign the cost structures between the two companies.

Generally, equity awards are subject

| Increase (decrease) | | | (152.9) | | | | | | 0.8 | | | | | | (152.1) | | |

| Increase (decrease) | | | 7.0 | | | (c) | | | 0.3 | | | (a) | | | 7.3 | | |

| Balance, December 31, 2024 | | | $ | (431.4) | | | | | $ | (34.0) | | | | | $ | (465.4) | |

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

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| *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 6, the Company’s goodwill balance is $9.1 billion as of December 31, 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 6 to the consolidated financial statements in relation to these matters. | | |

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

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

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

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

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

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

| Earnings (loss) from discontinued operations, net of income taxes | | | — | | | | | | — | | | | | | (5.8) | | |

| Mandatory convertible preferred dividends | | | — | | | | | | — | | | | | | (34.5) | | |

| Basic | | | $ | — | | | | | $ | — | | | | | $ | (0.02) | |

| Diluted | | | $ | — | | | | | $ | — | | | | | $ | (0.02) | |

| Basic | | | $ | 2.46 | | | | | $ | 2.12 | | | | | $ | 1.64 | |

| Diluted | | | $ | 2.43 | | | | | $ | 2.10 | | | | | $ | 1.63 | |

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

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

| Balance, December 31, 2020 | | | 1.4 | | | | | | $ | — | | | | | 339.0 | | | | | | $ | 3.4 | | | | | $ | 3,554.5 | | | | | $ | — | | | | | $ | 5,547.4 | | | | | $ | (141.1) | | | | | $ | 8.5 | |

| Dividends to common shareholders | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (97.7) | | | | | | — | | | | | | — | | |

| Mandatory convertible preferred dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (34.5) | | | | | | — | | | | | | — | | |

| Conversion of Mandatory convertible preferred stock to common stock | | | (1.4) | | | | | | — | | | | | | 19.4 | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

| Net earnings from continuing operations | | | $ | 865.8 | | | | | $ | 755.2 | | | | | $ | 614.2 | |

| Noncash items: | | | | | | | | | | | | | | | | | |

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

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

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

| Total operating cash (used in) provided by discontinued operations | | | — | | | | | | — | | | | | | (31.8) | | |

| Payment of 0.875% convertible senior notes due 2022 | | | — | | | | | | (1,156.5) | | | | | | — | | |

| Payment of common stock cash dividend to shareholders | | | (102.0) | | | | | | (99.5) | | | | | | (97.7) | | |

| Payment of mandatory convertible preferred stock cash dividend to shareholders | | | — | | | | | | — | | | | | | (34.5) | | |

Unless otherwise indicated, all amounts in the notes to the consolidated financial statements refer to continuing operations.

Discontinued Operations

On October 9, 2020, we completed the separation of 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.

and operating rooms are working at peak performance, and complex procedures are followed accurately in these mission-critical healthcare environments.

We evaluated events and circumstances that, as of September 30, 2022, indicated the carrying value of an equity investment in a third-party entity held by our Intelligent Operating Solutions segment was no longer recoverable.

While outstanding in 2021, we remeasured our investment in Vontier common stock at fair value based on Vontier's closing stock price on the measurement date, with unrealized gains recorded in the Consolidated Statement of Earnings during the year ended December 31, 2021.

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

The assets and revenues of the [removed: IOS Acquisitions] [added: EA acquisition] excluded from management’s assessment of internal controls constituted [removed: less than 1%] [added: approximately 12%] of the Company’s total assets as of December 31, [removed: 2023] [added: 2024] and less than [removed: 1%] [added: 2%] of the Company’s total revenues for the year ended December 31, [removed: 2023,] [added: 2024,] respectively.

The Company acquired EA Elektro-Automatik Holding GmbH (“EA”) during the year ended December 31, 2024.

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

During the fourth quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

*Compensatory Arrangements of Certain Officers*

As previously announced by Fortive Corporation (the “Company”), upon consummation of the proposed spin-off (the “Proposed Spin-Off”) of Ralliant Corporation (“Ralliant”) into a separate, publicly-traded company, (i) Olumide Soroye, the Company’s current President and Chief Executive Officer of the Company’s Intelligent Operating Solutions and Advanced Healthcare Solutions segments, will be appointed as the President and Chief Executive Officer of the Company and (ii) Tamara Newcombe, the Company’s current President and Chief Executive Officer of the Company’s Precision Technologies segment, will be appointed as the President and Chief Executive Officer of Ralliant.

In connection with such anticipated appointments, the Company entered into offer letters with each of Mr. Soroye (the “Soroye Offer Letter”) and Ms. Newcombe (the “Newcombe Offer Letter”), in each case, dated as of February 24, 2025.

Pursuant to the Soroye Offer Letter, Mr. Soroye will receive the following changes in his compensation:

- Effective April 1, 2025, an annual base salary of $1.0 million, reflecting a $250,000 increase from his annual base salary in 2024;

- Beginning in 2025, eligibility to participate in the Company’s annual incentive compensation plan with a target bonus of 135% of his base salary, reflecting a percentage decrease from 150% of his base salary in 2024;

- A target equity award of $8.5 million for 2025, comprised of a $5.5 million annual target equity award to be granted by the Company in March 2025, which is a continuation of his target equity award level in March 2024, and a $3.0 million one-time incremental equity award to be granted by the Company at the time of the Proposed Spin-Off;

- A one-time promotional target equity award of $2.0 million granted at the time of the Proposed Spin-Off; and

- Personal use of the corporate aircraft with a personal allowance of $150,000 annually.

Pursuant to the Newcombe Offer Letter, which will be assigned to Ralliant at the time of the Proposed Spin-Off, Ms. Newcombe will receive the following changes in her compensation:

- Effective April 1, 2025, an annual base salary of $1.0 million, reflecting a $275,000 increase from her annual base salary in 2024;

- Beginning in 2025, eligibility to participate in the Company’s annual incentive compensation plan with a target bonus of 125% of her base salary, reflecting a percentage decrease from 150% of her base salary in 2024; provided, however, that following the Proposed Spin-Off, Ms. Newcombe’s participation in the Company’s annual incentive compensation plan will terminate and she will instead become a participant in Ralliant’s annual incentive compensation plan with an expected target bonus of 125% of her base salary, including with respect to her service for the portion of 2025 prior to the Proposed Spin-Off;

- A target equity award of $5.5 million for 2025, comprised of a $4.5 million annual target equity award to be granted by the Company in March 2025, which is a continuation of her target equity award level in March 2024, and a $1 million one-time incremental equity award to be granted by Ralliant after the Proposed Spin-Off; and

- A one-time equity award of $4.125 million to be granted by Ralliant following the Proposed Spin-Off, comprised of $2.125 million one-time founder’s equity award and $2.0 million one-time equity award in recognition of the equity opportunity forgone with respect to prior Fortive equity awards in connection with the Proposed Separation.

The above description of the Newcombe Offer Letter and the Soroye Offer Letter is not complete and is qualified in its entirety by reference to the text of the offer letters, which are filed with this Annual Report on Form 10-K as Exhibits 10.21, and 10.22, respectively.

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

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

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

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

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

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

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

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Directors and Corporate Governance [removed: and Delinquent Section 16(a) Reports] in the Proxy Statement for our [removed: 2024] [added: 2025] annual meeting and to the information under the caption “Information about our Executive Officers” in Part I hereof.

Insider Trading Arrangements and Policies

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons, and the Company itself.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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

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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] annual meeting.

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

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

| 3.1 | | | | | | [Restated Certificate of Incorporation of Fortive [removed: Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000155/a202271-ex31.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit31-restatedcertific.htm)] | | | | | | Incorporated by reference from Exhibit 3.1 to Fortive Corporation’s Quarterly Report on Form10-Q for the quarter ended [removed: July 1, 2022] [added: June 28, 2024] (Commission File Number: 1-37654) | | |

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

| [removed: 4.2] [added: 4.1] | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit42-descriptionofsec.htm) | | | | | | Incorporated by reference from Exhibit 4.2 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (Commission File Number: 1-37654) | | |

| [removed: 10.5] [added: 10.8] | | | | | | [Form of Fortive Corporation Non-Employee Directors [removed: Restricted] Stock [removed: Unit Agreement *](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex109.htm)] [added: Option Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1012.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.9] [added: 10.12] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | |

| [removed: 10.6] [added: 10.13] | | | | | | [Form of [removed: Fortive Corporation Restricted Stock Grant Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1013.htm)] [added: D&O Indemnification Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.13] [added: 10.10] to Amendment No. 2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number: 1-37654) | | |

| 10.7 | | | | | | [Form of Fortive Corporation Restricted Stock Unit [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1011.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1011.htm)] | | | | | | Incorporated by reference from Exhibit 10.11 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | |

| [removed: 10.8] [added: 10.9] | | | | | | [Form of Fortive Corporation [removed: Non-Employee Directors] Stock Option [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1012.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1013.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.12] [added: 10.13] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | |

| [removed: 10.9] [added: 97] | | | | | | [removed: [Form of Fortive] [added: [Fortive] Corporation [removed: Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1013.htm)] [added: Clawback Policy](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit97clawbackpolicy.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.13] [added: 97] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017] [added: 2023] (Commission File Number: 1-37654) | | |

| 10.10 | | | | | | [Fortive Corporation Amended and Restated 2016 Executive Incentive Compensation [removed: Plan*](http://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1018.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1018.htm)] | | | | | | Incorporated by reference from Exhibit 10.18 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-37654) | | |

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

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

| [removed: 10.13] [added: 10.19] | | | | | | [removed: [Form] [added: [Offer] of [removed: D&O Indemnification Agreement*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm)] [added: Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Chuck McLaughlin*](https://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex106.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.10] [added: 10.6] to Amendment No. [removed: 2] [added: 1] to Fortive Corporation’s Registration Statement on Form 10, filed on [removed: April 7,] [added: March 3,] 2016 (Commission File Number: 1-37654) | | |

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

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

| 10.16 | | | | | | [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) | | | | | | [added: Incorporated by reference from Exhibit 10.16 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 (Commission File Number: 1-37654)] | | |

| 10.17 | | | | | | [Fortive Corporation [added: Amended and Restated] Non-Employee Directors’ Deferred Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex102.htm)*] [added: Plan*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000162/exhibit101-fortivecorporat.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.2] [added: 10.1] to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September [removed: 29, 2017] [added: 27, 2024] (Commission File Number: 1-37654) | | |

| 10.18 | | | | | | [Fortive Corporation [added: Amended and Restated] Non-Employee Directors’ Deferred Compensation Plan Election [removed: Form](http://www.sec.gov/Archives/edgar/data/1659166/000165916617000246/a20170929-ex103.htm)*] [added: Form*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000162/exhibit102-fortivecorporat.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.3] [added: 10.2] to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September [removed: 29, 2017] [added: 27, 2024] (Commission File Number: 1-37654) | | |

| 10.21 | | | | | | [Offer [removed: of Employment] Letter, [removed: 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)] [added: dated February 24, 2025, between Fortive Corporation and Tamara Newcombe* †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1021-offerletterdat.htm)] | | | | | | | | |

| 10.24 | | | | | | [Fortive Corporate Executive Officer Cash Severance [removed: Policy](https://www.sec.gov/Archives/edgar/data/1659166/000119312523058194/d454626dex101.htm)] [added: 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) | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit211subsidiariesofre.htm)] [added: Registrant †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit211subsidiariesofre.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit231ftvconsent2023.htm)] [added: Firm †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit231auditorconsent20.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/1659166/000165916624000046/a20231231-ex311.htm)] [added: 2002 †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-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/1659166/000165916624000046/a20231231-ex312.htm)] [added: 2002 †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-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/1659166/000165916624000046/a20231231-ex321.htm)] [added: 2002 †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-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/1659166/000165916624000046/a20231231-ex322.htm)] [added: 2002 †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-ex322.htm)] | | | | | | | | |

| [removed: 97] [added: 19.1] | | | | | | [Fortive Corporation [removed: Clawback Policy](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit97clawbackpolicy.htm)] [added: Insider Trading Policy †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit191-ftvxinsidertrad.htm)] | | | | | | | | |

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

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

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

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

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

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

| Date: February [removed: 27, 2024] [added: 25, 2025] | | | By: | | | /s/ JAMES A. LICO | | |

| /s/ ALAN G. SPOON | | | | | | February [removed: 27, 2024] [added: 25, 2025] | | | | | |

| /s/ ERIC BRANDERIZ | | | | | | February [removed: 27, 2024] [added: 25, 2025] | | | | | |

| /s/ DANIEL L. COMAS | | | | | | February [removed: 27, 2024] [added: 25, 2025] | | | | | |

| /s/ SHARMISTHA DUBEY | | | | | | February [removed: 27, 2024] [added: 25, 2025] | | | | | |

| /s/ REJJI P. HAYES | | | | | | February [removed: 27, 2024] [added: 25, 2025] | | | | | |

| /s/ WRIGHT LASSITER III | | | | | | February [removed: 27, 2024] [added: 25, 2025] | | | | | |

| /s/ JAMES A. LICO | | | | | | February [removed: 27, 2024] [added: 25, 2025] | | | | | |

| 10.5 | | | | | | [Form of Fortive Corporation Non-Employee Directors Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit101-formoffortiveco.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit101-formoffortiveco.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024 (Commission File Number: 1-37654) | | |

| 10.6 | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit102-formoffortiveco.htm)[orm of Fortive Corporation Non-Employee Directors Deferred Compensation Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit102-formoffortiveco.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit102-formoffortiveco.htm) | | | | | | Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024 (Commission File Number: 1-37654) | | |

| 10.22 | | | | | | [Offer Letter, dated February 24, 2025, between Fortive Corporation and Olumide Soroye* †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1022-offerletterdat.htm) | | | | | | | | |

| 10.25 | | | | | | [Aircr](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm)[aft Time Sharing Agreement](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm)[, dated February 23, 2025, between Fortive Corporation and Olumide Soroye](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm) [†](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm) | | | | | | | | |

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

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

| † | | | Filed electronically herewith. | | |

| Allowance for credit losses | | | $ | 39.2 | | | | | $ | 4.4 | | | | | $ | (0.6) | | | | | $ | (3.8) | | | | | $ | (8.5) | | | | | $ | 30.7 | |

| 10.19 | | | | | | [Offer of Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Chuck McLaughlin*](http://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex106.htm) | | | | | | Incorporated by reference from Exhibit 10.6 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | | |

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

| (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, 2023 and 2022, (ii) Consolidated Statements of Earnings for the years ended December 31, 2023, 2022, and 2021, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021, (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022, and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 and (vi) Notes to Consolidated Financial Statements. | | |

| Allowance for credit losses | | | $ | 42.5 | | | | | $ | 7.1 | | | | | $ | (0.7) | | | | | $ | 2.0 | | | | | $ | (11.2) | | | | | $ | 39.7 | |