Financing | NOTE 11. FINANCING The carrying value of the components of our debt as of December 31 were as follows ($ in millions): 2019 2018 U.S. dollar-denominated commercial paper $ 884.4 $ 390.1 Euro-denominated commercial paper 264.1 270.1 Delayed-draw term loan due 2019 — 400.0 Delayed-draw term loan due 2020 1,000.0 — Term loan due 2020 500.0 — Yen variable interest rate term loan due 2022 127.1 125.7 1.80% senior unsecured notes due 2019 — 55.6 2.35% senior unsecured notes due 2021 748.2 747.0 3.15% senior unsecured notes due 2026 893.0 891.9 4.30% senior unsecured notes due 2046 547.0 546.9 0.875% senior convertible notes due 2022 1,347.3 — Other 17.3 3.0 Long-term debt 6,328.4 3,430.3 Less: Current portion of long-term debt 1,500.0 455.6 Long-term debt, net of current maturities $ 4,828.4 $ 2,974.7 Unamortized debt discounts, net of premiums and issuance costs of $102 million and $17 million as of December 31, 2019 and December 31, 2018 , respectively, have been netted against the aggregate principal amounts of the components of debt table above. Credit Facilities Convertible Notes On February 22, 2019, we issued $1.4 billion in aggregate principal amount of our 0.875% Convertible Senior Notes due 2022 (the “Convertible Notes”), including $187.5 million in aggregate principal amount resulting from an exercise in full of an over-allotment option. The Convertible Notes were sold in a private placement to certain initial purchasers for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by four of our wholly-owned domestic subsidiaries (the “Guarantees”). The Convertible Notes are our senior unsecured obligations, and the Convertible Notes and the Guarantees rank equally in right of payment with all of our and the guarantors’ existing and future liabilities that are not subordinated, but effectively rank junior to any of our and the guarantors secured indebtedness to the extent of the value of the assets securing such indebtedness. In addition, the Convertible Notes are structurally subordinated to all of the existing and future obligations, including trade payables, of our subsidiaries that do not guarantee the Convertible Notes. The Convertible Notes bear interest at a rate of 0.875% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2019. The Convertible Notes mature on February 15, 2022, unless earlier repurchased or converted in accordance with their terms prior to such date. The Convertible Notes are convertible into shares of our common stock at an initial conversion rate of 9.3777 shares per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of $106.64 per share), subject to adjustment upon the occurrence of certain events. The initial conversion price represents a premium of approximately 32.5% to the $80.48 per share closing price of our common stock on February 19, 2019. Upon conversion of the Convertible Notes, holders will receive cash, shares of our common stock, or a combination thereof, at Fortive’s election. Our current intention is to settle such conversions through cash up to the principal amount of the converted Convertible Notes and, if applicable, through shares of our common stock for conversion value, if any, in excess of the principal amount of the converted Convertible Notes. Of the $1.4 billion in proceeds received from the issuance of the Convertible Notes, $1.3 billion was classified as debt and $102 million was classified as equity, using an assumed effective interest rate of 3.38% . Debt issuance costs of $24 million were proportionately allocated to debt and equity. We recognized $45 million in interest expense during the year ended December 31, 2019, of which $11 million related to the contractual coupon rate of 0.875% and $7 million was attributable to the amortization of debt issuance costs. The discount at issuance was $102 million and is being amortized over a three-year period. The unamortized discount at December 31, 2019 was $74 million . Prior to November 15, 2021, the Convertible Notes will be convertible only upon the occurrence of certain events and will be convertible thereafter at any time until the close of business on the business day immediately preceding the maturity date of the Convertible Notes. The conversion rate is subject to customary anti-dilution adjustments. If certain corporate events described in the Indenture occur prior to the maturity date, the conversion rate will be increased for a holder that elects to convert its Convertible Notes in connection with such corporate event in certain circumstances. The Convertible Notes are not redeemable prior to maturity, and no sinking fund is provided for the Convertible Notes. If we undergo a “fundamental change,” as defined in the Indenture, subject to certain conditions, holders may require us to repurchase for cash all or any portion of their Convertible Notes. The fundamental change purchase price will be 100% of the principal amount of the Convertible Notes to be repurchased plus any accrued and unpaid additional interest up to but excluding the fundamental change repurchase date. The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on all the Convertible Notes to be due and payable. We used the net proceeds from the offering to fund a portion of the cash consideration payable for, and certain costs associated with, our acquisition of ASP. In connection with this offering of the Convertible Notes, on February 21, 2019, we entered into amendments to our credit facilities to exclude the Guarantees from the limitations on subsidiary indebtedness under our credit facilities. Term Loan Due 2020 On October 25, 2019, we entered into a credit facility agreement that provides for a 364 -day term loan facility (“2020 Term Loan”) in an aggregate principal amount of $300 million . On October 25, 2019, we drew down the full $300 million available under the 2020 Term Loan in order to fund, in part, the Censis acquisition. We subsequently increased the size of this facility by $200 million on November 8, 2019 and drew the additional amount on the same day resulting in an outstanding amount of $500 million . The 2020 Term Loan bears interest at a variable rate equal to the London inter-bank offered rate (“LIBOR”) plus a ratings-based margin currently at 75 basis points. As of December 31, 2019, borrowings under this facility bore an interest rate of 2.49% per annum. The 2020 Term Loan is due on October 23, 2020 and prepayable at our option. We are not permitted to re-borrow once the term loan is repaid. The terms and conditions, including covenants, applicable to the 2020 Term Loan are substantially similar to those applicable to the Revolving Credit Facility as defined below. On February 26, 2020, we prepaid $250 million of the 2020 Term Loan. The prepayment fees associated with this payment are expected to be immaterial. Delayed-Draw Term Loan Due 2020 On March 1, 2019, we entered into a credit facility agreement that provides for a 364 -day delayed-draw term loan facility (“2020 Delayed-Draw Term Loan”) in an aggregate principal amount of $1.0 billion . On March 20, 2019, we drew down the full $1.0 billion available under the 2020 Delayed-Draw Term Loan in order to fund, in part, the ASP acquisition. The 2020 Delayed-Draw Term Loan bears interest at a variable rate equal to the LIBOR plus a ratings-based margin currently at 75 basis points. As of December 31, 2019, borrowings under this facility bore an interest rate of 2.49% per annum. The terms and conditions, including covenants, applicable to the 2020 Delayed-Draw Term Loan are substantially similar to those applicable to the Revolving Credit Facility. The original maturity date of the 2020 Delayed-Draw Term Loan was February 28, 2020; however on February 25, 2020, we extended the maturity date to August 28, 2020. The 2020 Delayed-Draw Term Loan remains prepayable at our option. Delayed-Draw Term Loan Due 2019 On August 22, 2018, we entered into a credit facility agreement that provided for a 364 -day delayed-draw term loan facility (“Delayed-Draw Term Loan”) with an aggregate principal amount of $1.75 billion . On September 5, 2018, we drew down the full $1.75 billion available under the Delayed-Draw Term Loan in order to fund, in part, the Accruent Acquisition. The Delayed-Draw Term Loan bore interest at a variable rate equal to the LIBOR plus a ratings-based margin currently at 75 basis points. During 2019 , the annual effective rate was approximately 3.24% per annum. The Delayed-Draw Term Loan was prepayable at our option, and we were not permitted to re-borrow once the term loan was repaid. The terms and conditions, including covenants, applicable to the Delayed-Draw Term Loan were substantially similar to those applicable to the Revolving Credit Facility. On September 26, 2018 and on November 21, 2018, we repaid $400 million and $950 million of this loan, respectively. On February 28, 2019 , we prepaid the remaining $400 million outstanding principal and accrued interest under the delayed-draw term loan due 2019. The prepayment fees associated with this prepayment were immaterial. Yen Variable Interest Rate Term Loan On August 24, 2017, we entered into a term loan agreement that provides for a five-year ¥13.8 billion senior unsecured term facility (“Yen Term Loan”) that matures on August 24, 2022. We borrowed the entire ¥13.8 billion available under this facility on August 28, 2017, which yielded net proceeds of approximately $126 million . The Yen Term Loan bears interest at a rate equal to LIBOR plus 50 basis points, provided however that LIBOR may not be less than zero for the purposes of the Yen Term Loan. The annual effective interest rate was approximately 0.50% per annum as of and for the year ended December 31, 2019 . The Yen Term Loan is pre-payable at our option, and re-borrowing is not permitted once the term loan is repaid. The terms and conditions, including covenants, applicable to the Yen Term Loan are substantially similar to those applicable to the senior unsecured revolving credit facility established in 2016 (the “Revolving Credit Facility”) as described below. Revolving Credit Facility On June 16, 2016 , we entered into a five -year $1.5 billion Revolving Credit Facility that expires on June 16, 2021. On November 30, 2018 we entered into an amended and restated agreement (the “Credit Agreement”) extending the availability period of the Revolving Credit Facility to November 30, 2023 and increased the facility to $2.0 billion . The Revolving Credit Facility is subject to a one year extension option at our request and with the consent of the lenders. The Credit Agreement also contains an option permitting us to request an increase in the amounts available under the Credit Agreement of up to an aggregate additional $1.0 billion . Borrowings under the Revolving Credit Facility bear interest at a rate equal (at our option) to either (1) a LIBOR-based rate (the “LIBOR-Based Rate”) plus a margin of between 80.5 and 117.5 basis points, depending on our long-term debt credit rating, or (2) the highest of (a) the Federal funds rate plus 1/2 of 1%, (b) the prime rate, and (c) the LIBOR-Based Rate plus 17.5 basis points, plus in each case a margin that varies according to our long-term debt credit rating. We are obligated to pay an annual facility fee for the Revolving Credit Facility of between 7.0 and 20.0 basis points varying according to our long-term debt credit rating. The Credit Agreement requires us to maintain a consolidated net leverage ratio of debt to consolidated EBITDA (as defined in the Credit Agreement) of less than 3.50 to 1.00 ; provided that the maximum consolidated net leverage ratio will be increased to 4.00 to 1.00 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by us in which the purchase price exceeds $250 million . The Credit Agreement also requires us to maintain a consolidated interest coverage ratio (as defined in the Credit Agreement) of at least 3.50 to 1.00 as of the end of any fiscal quarter. The Credit Agreement also contains customary representations, warranties, conditions precedent, events of default, indemnities, and affirmative and negative covenants. As of December 31, 2019 and December 31, 2018 , we were in compliance with all covenants under the Credit Agreement and had no borrowings outstanding under the Revolving Credit Facility. Commercial Paper Programs We generally satisfy any short-term liquidity needs that are not met through operating cash flows and available cash primarily through issuances of commercial paper under our U.S. dollar and Euro-denominated commercial paper programs (“Commercial Paper Programs”). Under these programs, we may issue unsecured promissory notes with maturities not exceeding 397 and 183 days, respectively. Interest expense on the notes is paid at maturity and is generally based on our credit ratings at the time of issuance and prevailing short-term interest rates. The details of our Commercial Paper Programs as of December 31, 2019 were as follows ($ in millions): Carrying Value Annual effective rate Weighted average remaining maturity (in days) U.S. dollar-denominated $ 884.4 2.14 % 13 Euro-denominated $ 264.1 (0.10 )% 33 Credit support for the Commercial Paper Programs is provided by the Revolving Credit Facility. The availability of the Revolving Credit Facility as a standby liquidity facility to repay maturing commercial paper is an important factor in maintaining the Commercial Paper Programs’ existing credit ratings. We expect to limit any borrowings under the Revolving Credit Facility to amounts that would leave sufficient credit available under the facility to allow us to borrow, if needed, to repay all of the outstanding commercial paper as it matures. Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit rating and market conditions. Any downgrade in our credit rating would increase the cost of borrowing under our commercial paper programs and the Credit Agreement, and could limit or preclude our ability to issue commercial paper. If our access to the commercial paper market is adversely affected due to a downgrade, change in market conditions or otherwise, we would expect to rely on a combination of available cash, operating cash flow, and the Revolving Credit Facility to provide short-term funding. In such event, the cost of borrowings under the Revolving Credit Facility could be higher than the historic cost of commercial paper borrowings. We classified our borrowings outstanding under the Commercial Paper Programs as of December 31, 2019 as long-term debt in the accompanying Consolidated Balance Sheets as we have the intent and ability, as supported by availability under the Revolving Credit Facility referenced above, to refinance these borrowings for at least one year from the balance sheet date. Proceeds from borrowings under the commercial paper programs are typically available for general corporate purposes, including acquisitions. Registered Notes As of December 31, 2019, we had outstanding the following senior notes, collectively the “Registered Notes”: • $750 million aggregate principal amount of senior notes due June 15, 2021 issued at 99.977% of their principal amount and bearing interest at the rate of 2.35% per year. • $900 million aggregate principal amount of senior notes due June 15, 2026 issued at 99.644% of their principal amount and bearing interest at the rate of 3.15% per year. • $350 million and $200 million aggregate principal amounts of senior notes due June 15, 2046 issued at 99.783% and 101.564% , respectively, of their principal amounts and bearing interest at the rate of 4.30% per year. Interest on the Registered Notes is payable semi-annually in arrears on June 15 and December 15 of each year. We previously had outstanding $300 million aggregate principal amount of senior notes due June 15, 2019 (the “2019 Notes”) issued at 99.893% of their principal amount and bearing interest at the rate of 1.80% per year. In connection with the debt exchange in the split-off of the A&S Business on October 1, 2018, we retired $244.7 million of these 2019 notes. On June 15, 2019, we repaid the remaining outstanding principal of $55.3 million of the 2019 Notes. Covenants and Redemption Provisions Applicable to Registered Notes We may redeem the Registered Notes of the applicable series, in whole or in part, at any time prior to the dates specified in the Registered Notes indenture (the “Call Dates”) by paying the principal amount and the “make-whole” premium specified in the Registered Notes indenture, plus accrued and unpaid interest. Additionally, we may redeem all or any part of the Registered Notes of the applicable series on or after the Call Dates without paying the “make-whole” premium specified in the Registered Notes indenture. Registered Notes Series Call Dates 2.35% senior unsecured notes due 2021 May 15, 2021 3.15% senior unsecured notes due 2026 March 15, 2026 4.30% senior unsecured notes due 2046 December 15, 2045 If a change of control triggering event occurs, we will, in certain circumstances, be required to make an offer to repurchase the Registered Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. A change of control triggering event is defined as the occurrence of both a change of control and a rating event, each as defined in the Registered Notes indenture. Except in connection with a change of control triggering event, the Registered Notes do not have any credit rating downgrade triggers that would accelerate the maturity of the Registered Notes. The Registered Notes contain customary covenants, including limits on the incurrence of certain secured debt and sale/leaseback transactions. None of these covenants are considered restrictive to our operations and as of December 31, 2019 , we were in compliance with all of our covenants. Other We made interest payments of $127 million during 2019 , $102 million during 2018 , and $87 million during 2017 . There are $1.5 billion of minimum principal payments due under our total long-term debt during 2020 . The future minimum principal payments due are presented in the following table: Term Loans Convertible and Registered Notes Total 2020 $ 1,500.0 $ — $ 1,500.0 2021 — 750.0 750.0 2022 127.1 1,437.5 1,564.6 2023 — — — 2024 — — — Thereafter — 1,450.0 1,450.0 Total principal payments (a) $ 1,627.1 $ 3,637.5 $ 5,264.6 (a) Not included in the table above are discounts, net of premiums and issuance costs associated with the Registered Notes and the Commercial Paper Programs, which totaled $102 million as of December 31, 2019, and have been recorded as an offset to the carrying amount of the related debt in the accompanying Consolidated Balance Sheet as of December 31, 2019. In addition, the table above does not include principal balances of $1.1 billion under the Commercial Paper Programs and other financing balances of $17 million. Shelf Registration Statement On June 12, 2017, we filed a shelf registration statement on Form S-3 with the SEC (the “Shelf Registration Statement”) that registers an indeterminate amount of debt securities, common stock, preferred stock, warrants, depositary shares, purchase contracts, and units that may be issued in the future in one or more offerings. Unless otherwise specified in the corresponding prospectus supplement, we expect to use net proceeds realized from future securities issuances off the Shelf Registration Statement for general corporate purposes, including without limitation repayment or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, dividends, and working capital. |