BUSINESS OVERVIEW AND BASIS OF PRESENATION | BUSINESS OVERVIEW AND BASIS OF PRESENTATION On June 1, 2016, the Board of Directors of Danaher Corporation (“Danaher” or “Parent”) approved the separation of Danaher’s industrial growth businesses through the pro rata distribution of 100 percent of the outstanding common stock of Fortive Corporation (“Fortive” or the “Company”) to Danaher's stockholders (the “Separation”). On July 1, 2016, the net assets of the Fortive businesses were contributed to Fortive, a wholly-owned subsidiary of the Parent. In addition, in connection with the Separation, the Company paid a cash dividend to Danaher in the amount of $3.0 billion . The Fortive businesses comprise certain operating units that, prior to the Separation, were included in Danaher’s Test & Measurement segment, Industrial Technologies segment (other than its Product Identification platform) and Retail/Commercial Petroleum platform (collectively the “Fortive Businesses”). In addition, on July 1, 2016, the 100 shares of Fortive common stock held by Danaher were recapitalized into 345,237,561 shares of Fortive common stock held by Danaher. All per share amounts in the Combined Condensed Statements of Earnings have been retroactively adjusted to give effect to this recapitalization. Fortive’s Registration Statement on Form 10, as amended, was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 20, 2016. In connection with the Separation, on July 1, 2016, Danaher and Fortive entered into a separation and distribution agreement as well as various other related agreements (collectively the “Agreements”) that govern the Separation and the relationships between the parties going forward, including a transition services agreement, employee matters agreement, tax matters agreement, an intellectual property matters agreement, and a Danaher Business System license agreement. In accordance with the tax matters agreement, Danaher is retaining certain net tax liabilities that are subject to joint and several liability between Danaher and the Company with respect to the taxable periods (or portions thereof) ending on or prior to July 1, 2016. Fortive completed its separation from Danaher on July 2, 2016, the first day of its fiscal third quarter. The Separation was completed in the form of a pro rata distribution to Danaher stockholders of record on June 15, 2016 of 100 percent of the outstanding shares of Fortive held by Danaher. Each Danaher stockholder of record as of the close of business on June 15, 2016 received one share of Fortive common stock for every two shares of Danaher common stock held on the record date. Because July 2, 2016 was a Saturday, not a business day, the shares were credited to “street name” stockholders through the Depository Trust Corporation on the first trading day thereafter, July 5, 2016. Fortive’s common stock began “regular way” trading on the New York Stock Exchange under the ticker symbol “FTV” on July 5, 2016. The accompanying Combined Condensed Financial Statements present the historical financial position, results of operations, changes in Danaher's equity and cash flows of Fortive and the Fortive Businesses in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the preparation of carved-out combined financial statements. Net Parent investment, which includes retained earnings, represents Parent’s interest in the recorded net assets of the Company. All significant transactions between the Company and Parent have been included in the accompanying Combined Condensed Financial Statements. Cash transactions with Parent are reflected in the accompanying Combined Condensed Statements of Changes in Equity as “Net transfers to Parent” and "Cash dividend paid to Parent" and in the accompanying Combined Condensed Balance Sheets within “Net Parent investment.” Fortive is a diversified industrial growth company comprised of Professional Instrumentation and Industrial Technologies businesses that are recognized leaders in attractive markets. The Company’s well-known brands hold leading positions in field instrumentation, transportation, sensing, product realization, automation and specialty, and franchise distribution. The Company's businesses design, develop, manufacture and market professional and engineered products, software and services for a variety of end markets, building upon leading brand names, innovative technology and significant market positions. The Company’s research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 40 countries across North America, Asia Pacific, Europe and Latin America. The Company operates in two business segments: Professional Instrumentation and Industrial Technologies. The Professional Instrumentation segment consists of the Company’s Advanced Instrumentation & Solutions and Sensing Technologies businesses. The Advanced Instrumentation & Solutions business consists of field solutions products and product realization services and products. Field solutions include a variety of compact professional test tools, thermal imaging and calibration equipment for electrical, industrial, electronic and calibration applications, and online condition-based monitoring equipment for critical infrastructure in electrical utility and industrial applications. Product realization services and products help developers and engineers convert concepts into finished products and also include highly-engineered energetic materials components used in specialized vertical applications. The Sensing Technologies business offers devices that sense, monitor and control operational or manufacturing variables, such as temperature, pressure, level, flow, turbidity and conductivity. The Industrial Technologies segment consists of the Company’s Transportation Technologies, Automation & Specialty Components and Franchise Distribution businesses. The Transportation Technologies business is a leading worldwide provider of solutions and services focused on fuel dispensing, remote fuel management, point-of-sale and payment systems, environmental compliance, vehicle tracking and fleet management. The Automation & Specialty Components business consists of automation and engine retarder products. The Franchise Distribution business manufactures and distributes professional tools and a full line of wheel service equipment. Prior to the Separation, the Company operated as part of Danaher and not as a stand-alone company. The accompanying Combined Condensed Financial Statements have been derived from Danaher’s historical accounting records and are presented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with Fortive and the Fortive Businesses are included as a component of the financial statements. The financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Danaher’s corporate office and from other Danaher businesses to the Company and allocations of related assets, liabilities, and Parent’s investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Danaher during the applicable periods. Related party allocations, including the method for such allocation, are discussed further in Note 11 . Before the Separation, the Company was dependent upon Danaher for all of its working capital and financing requirements under Danaher’s centralized approach to cash management and financing of operations of its subsidiaries. Because the Company was part of Danaher during the three and six months ended July 1, 2016, only cash, cash equivalents and borrowings clearly associated with Fortive and related to the Separation, including the financing transactions described below, have been included in these Combined Condensed Financial Statements. Other financial transactions relating to the business operations of the Company during the period were accounted for through the Net Parent investment account of the Company. The cash balance presented on the Combined Condensed Balance Sheet as of July 1, 2016 of $487 million represents amounts clearly associated with Fortive related to the contribution of the Fortive businesses to the Company on July 1, 2016, as described above. The Agreements provide for a final adjustment of this balance subsequent to completion of the Separation. In June 2016, the Company completed the following financing transactions: • Entered into a credit agreement with a syndicate of banks providing for a three -year $500 million senior term facility (the “Term Facility”). The Company borrowed the entire $500 million of loans under the Term Facility; • Entered into a five -year $1.5 billion senior unsecured revolving credit facility that expires on June 16, 2021 (the “Revolving Credit Facility,” and together with the Term Facility, the “Credit Agreement”); • Completed the private placement of $2.5 billion of senior unsecured notes in multiple series (collectively, the “Notes”); and • Established a commercial paper program supported by the Revolving Credit Facility. As of July 1, 2016, commercial paper of $393 million was issued and outstanding. These financing activities yielded net proceeds of approximately $3.4 billion , of which $3.0 billion was paid to Danaher in June 2016 as a cash dividend as consideration for the contribution of assets to Fortive by Danaher in connection with the Separation. Refer to Note 4 to the Combined Condensed Financial Statements for additional information related to the Company’s financing activities. Basis of Presentation —All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying Combined Condensed Financial Statements. The Combined Condensed Financial Statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The Combined Condensed Financial Statements included herein should be read in conjunction with the audited annual combined financial statements as of and for the year ended December 31, 2015 and the Notes thereto included within the Company’s Information Statement furnished as Exhibit 99.1 to the Company’s Form 8-K filed with the SEC on June 15, 2016 (the “Information Statement”). In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of July 1, 2016 and December 31, 2015 , and its results of operations for the three and six months ended July 1, 2016 and July 3, 2015 and its cash flows for each of the six months then ended. Cash and Equivalents —The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Accumulated Other Comprehensive Income (Loss) —The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions). Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. Foreign currency translation adjustments Pension & post- retirement plan benefit adjustments Total For the Three Months Ended July 1, 2016: Balance, April 1, 2016 $ 73.3 $ (64.6 ) $ 8.7 Other comprehensive income (loss) before reclassifications, net of income taxes (10.6 ) — (10.6 ) Amounts reclassified from accumulated other comprehensive income (loss): Increase (decrease) — 1.5 1.5 Income tax impact — (0.4 ) (0.4 ) Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 1.1 1.1 Net current period other comprehensive income (loss) (10.6 ) 1.1 (9.5 ) Balance, July 1, 2016 $ 62.7 $ (63.5 ) $ (0.8 ) For the Three Months Ended July 3, 2015: Balance, April 3, 2015 $ 82.2 $ (77.1 ) $ 5.1 Other comprehensive income (loss) before reclassifications: Increase (decrease) 10.8 6.5 17.3 Income tax impact — (2.1 ) (2.1 ) Other comprehensive income (loss) before reclassifications, net of income taxes 10.8 4.4 15.2 Amounts reclassified from accumulated other comprehensive income (loss): Increase (decrease) — 1.7 1.7 Income tax impact — (0.4 ) (0.4 ) Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 1.3 1.3 Net current period other comprehensive income (loss) 10.8 5.7 16.5 Balance, July 3, 2015 $ 93.0 $ (71.4 ) $ 21.6 Foreign currency translation adjustments Pension & post- retirement plan benefit adjustments Total For the Six Months Ended July 1, 2016: Balance, December 31, 2015 $ 51.2 $ (65.6 ) $ (14.4 ) Other comprehensive income (loss) before reclassifications, net of income taxes 11.5 — 11.5 Amounts reclassified from accumulated other comprehensive income (loss): Increase (decrease) — 2.8 2.8 Income tax impact — (0.7 ) (0.7 ) Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 2.1 2.1 Net current period other comprehensive income (loss) 11.5 2.1 13.6 Balance, July 1, 2016 $ 62.7 $ (63.5 ) $ (0.8 ) For the Six Months Ended July 3, 2015: Balance, December 31, 2014 $ 182.9 $ (83.4 ) $ 99.5 Other comprehensive income (loss) before reclassifications: Increase (decrease) (89.9 ) 14.1 (75.8 ) Income tax impact — (4.7 ) (4.7 ) Other comprehensive income (loss) before reclassifications, net of income taxes (89.9 ) 9.4 (80.5 ) Amounts reclassified from accumulated other comprehensive income (loss): Increase (decrease) — 3.4 3.4 Income tax impact — (0.8 ) (0.8 ) Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 2.6 2.6 Net current period other comprehensive income (loss) (89.9 ) 12.0 (77.9 ) Balance, July 3, 2015 $ 93.0 $ (71.4 ) $ 21.6 New Accounting Standards - In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718) , which aims to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification of certain items on the statement of cash flows and accounting for forfeitures. For the Company, this standard is effective beginning January 1, 2017, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which will require, among other items, lessees to recognize a right-of-use asset and a lease liability for most leases. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing contracts. The accounting applied by a lessor is largely unchanged from that applied under the current standard. The standard must be adopted using a modified retrospective transition approach and provides for certain practical expedients. For the Company, this standard is effective beginning January 1, 2019, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which impacts virtually all aspects of an entity’s revenue recognition. The core principle of Topic 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date of the standard by one year which results in the new standard being effective for the Company at the beginning of its first quarter of fiscal year 2018. In addition, during March, April and May 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, respectively, which clarified the guidance on certain items such as reporting revenue as a principal versus agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability and presentation of sales taxes. The Company is currently assessing the impact that the adoption of the new standard will have on its consolidated financial statements and related disclosures, including possible transition alternatives. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU is effective for annual and interim periods beginning after December 15, 2015. The Company has adopted the standard and has applied the guidance to all 2016 debt issuances. |