Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jul. 01, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-39483 | ||
Entity Registrant Name | VONTIER CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-2783455 | ||
Entity Address, Address Line One | 5438 Wade Park Boulevard | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Raleigh | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 27607 | ||
City Area Code | 984 | ||
Local Phone Number | 275-6000 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | VNT | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 155,243,928 | ||
Entity Public Float | $ 3.6 | ||
Documents Incorporated by Reference | Part III incorporates certain information by reference from the Registrant’s proxy statement for its 2023 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the end of the fiscal year to which this report relates. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001786842 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Raleigh, North Carolina |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 204.5 | $ 572.6 |
Accounts receivable, less allowance for credit losses of $34.2 million and $38.9 million as of December 31, 2022 and 2021, respectively | 514.8 | 481.3 |
Inventories | 346 | 287 |
Prepaid expenses and other current assets | 152.8 | 137.3 |
Current assets held for sale | 145.6 | 0 |
Total current assets | 1,385 | 1,478.2 |
Property, plant and equipment, net | 92.1 | 100.6 |
Operating lease right-of-use assets | 44.5 | 45.4 |
Long-term financing receivables, less allowance for credit losses of $37.7 million and $42.5 million as of December 31, 2022 and 2021, respectively | 249.8 | 241.7 |
Other intangible assets, net | 649.7 | 615.9 |
Goodwill | 1,738.7 | 1,667.2 |
Other assets | 183.5 | 200.8 |
Total assets | 4,343.3 | 4,349.8 |
Current liabilities: | ||
Short-term borrowings | 4.6 | 3.7 |
Trade accounts payable | 430.9 | 424.9 |
Current operating lease liabilities | 13.8 | 12.8 |
Accrued expenses and other current liabilities | 437.6 | 492 |
Current liabilities held for sale | 43 | 0 |
Total current liabilities | 929.9 | 933.4 |
Long-term operating lease liabilities | 34 | 35.6 |
Long-term debt | 2,585.7 | 2,583.8 |
Other long-term liabilities | 214.2 | 223.3 |
Total liabilities | 3,763.8 | 3,776.1 |
Commitments and Contingencies (Note 17) | ||
Equity: | ||
Preferred stock, 15.0 million shares authorized; no par value; no shares issued and outstanding | $ 0 | $ 0 |
Common stock outstanding (in shares) | 156,000,000 | 169,200,000 |
Common stock issued (in shares) | 169,700,000 | 169,200,000 |
Common stock, 2.0 billion shares authorized; $0.0001 par value; 169.7 million and 169.2 million shares issued, and 156.0 million and 169.2 million outstanding as of December 31, 2022 and 2021, respectively | $ 0 | $ 0 |
Treasury stock, at cost, 13.7 million and no shares as of December 31, 2022 and 2021, respectively | (328) | 0 |
Additional paid-in capital | 27.6 | 1.5 |
Retained earnings | 770.8 | 386.7 |
Accumulated other comprehensive income | 106.1 | 181.7 |
Total Vontier stockholders’ equity | 576.5 | 569.9 |
Noncontrolling interests | 3 | 3.8 |
Total equity | 579.5 | 573.7 |
Total liabilities and equity | 4,343.3 | 4,349.8 |
Fair Value, Measurements, Recurring | ||
Current assets: | ||
Equity securities measured at fair value | 21.3 | |
Quoted Prices in Active Market (Level 1) | Fair Value, Measurements, Recurring | ||
Current assets: | ||
Equity securities measured at fair value | $ 21.3 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 34.2 | $ 38.9 |
Long-term financing receivable, allowance for credit losses | $ 37.7 | $ 42.5 |
Preferred stock authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Common stock issued (in shares) | 169,700,000 | 169,200,000 |
Common stock outstanding (in shares) | 156,000,000 | 169,200,000 |
Treasury stock (in shares) | 13,700,000 | 0 |
Consolidated and Combined State
Consolidated and Combined Statements of Earnings and Comprehensive Income - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales | $ 3,184,400,000 | $ 2,990,700,000 | $ 2,704,600,000 |
Cost of sales | (1,756,100,000) | (1,657,600,000) | (1,516,500,000) |
Gross profit | 1,428,300,000 | 1,333,100,000 | 1,188,100,000 |
Operating costs: | |||
Selling, general and administrative expenses | (705,800,000) | (621,600,000) | (508,400,000) |
Research and development expenses | (144,600,000) | (129,300,000) | (126,200,000) |
Impairment of goodwill | 0 | 0 | (85,300,000) |
Operating profit | 577,900,000 | 582,200,000 | 468,200,000 |
Non-operating income (expense), net: | |||
Interest expense, net | (69,600,000) | (47,800,000) | (10,000,000) |
Gain on previously held equity interests from combination of business | 32,700,000 | 0 | 0 |
Unrealized loss on equity securities measured at fair value | (8,700,000) | 0 | 0 |
Other non-operating (expense) income, net | (4,900,000) | (400,000) | 2,100,000 |
Earnings before income taxes | 527,400,000 | 534,000,000 | 460,300,000 |
Provision for income taxes | (126,100,000) | (121,000,000) | (118,300,000) |
Net earnings | $ 401,300,000 | $ 413,000,000 | $ 342,000,000 |
Net earnings per share: | |||
Basic (in dollars per share) | $ 2.50 | $ 2.44 | $ 2.03 |
Diluted (in dollars per share) | $ 2.49 | $ 2.43 | $ 2.02 |
Weighted average shares outstanding: | |||
Basic (in shares) | 160.5 | 169 | 168.4 |
Diluted (in shares) | 161 | 170.1 | 169.4 |
Other comprehensive income (loss), net of income taxes: | |||
Foreign currency translation adjustments | $ (77,100,000) | $ (13,400,000) | $ 44,600,000 |
Other adjustments | 1,500,000 | 1,300,000 | 500,000 |
Total other comprehensive (loss) income, net of income taxes | (75,600,000) | (12,100,000) | 45,100,000 |
Comprehensive income | 325,700,000 | 400,900,000 | 387,100,000 |
Sales of products | |||
Sales | 2,874,300,000 | 2,712,700,000 | 2,459,900,000 |
Sales of services | |||
Sales | $ 310,100,000 | $ 278,000,000 | $ 244,700,000 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Treasury Stock, Common | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Former Parent’s Investment | Accumulated Other Comprehensive Income | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 1,799.2 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,645.6 | $ 148.7 | $ 4.9 | |
Treasury stock, beginning balance (in shares) at Dec. 31, 2019 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net earnings | $ 342 | 131.1 | 210.9 | ||||||
Recapitalization (in shares) | 168,400,000 | ||||||||
Consideration to Former Parent in connection with the Separation | $ (1,635) | (1,635) | |||||||
Net transfers to Former Parent | (382.7) | (144.7) | (238) | ||||||
Net current period other comprehensive income, net of income taxes | 45.1 | 45.1 | |||||||
Stock-based compensation expense | $ 22.5 | 6 | 16.5 | ||||||
Exercise of common stock options and stock award distributions, net of shares for tax withholding (in shares) | 360,000 | 100,000 | |||||||
Exercise of common stock options and stock award distributions, net of shares for tax withholding | $ 1.6 | 1.6 | |||||||
Change in noncontrolling interests | (1) | (1) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 168,500,000 | ||||||||
Ending balance at Dec. 31, 2020 | 191.7 | $ 0 | 0 | 7.6 | (13.6) | 0 | 193.8 | 3.9 | |
Treasury stock, ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net earnings | 413 | 413 | |||||||
Dividends on common stock ($0.025 per share) | (12.7) | (12.7) | |||||||
Net current period other comprehensive income, net of income taxes | (12.1) | ||||||||
Stock-based compensation expense | $ 25.5 | 25.5 | |||||||
Exercise of common stock options and stock award distributions, net of shares for tax withholding (in shares) | 385,000 | 700,000 | |||||||
Exercise of common stock options and stock award distributions, net of shares for tax withholding | $ 3.4 | 3.4 | |||||||
Acquisition of noncontrolling interest | (1.9) | (2) | 0.1 | ||||||
Separation-related adjustments and other | (33) | (33) | |||||||
Change in noncontrolling interests | $ (0.2) | (0.2) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 169,200,000 | 169,200,000 | |||||||
Ending balance at Dec. 31, 2021 | $ 573.7 | $ 0 | 0 | 1.5 | 386.7 | 0 | 181.7 | 3.8 | |
Treasury stock, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net earnings | 401.3 | 401.3 | |||||||
Dividends on common stock ($0.025 per share) | (15.9) | (15.9) | |||||||
Net current period other comprehensive income, net of income taxes | (75.6) | ||||||||
Stock-based compensation expense | $ 24.3 | 23.9 | 0.4 | ||||||
Exercise of common stock options and stock award distributions, net of shares for tax withholding (in shares) | 152,000 | 500,000 | |||||||
Exercise of common stock options and stock award distributions, net of shares for tax withholding | $ (1.6) | (1.6) | |||||||
Treasury stock acquired (in shares) | 13,700,000 | ||||||||
Treasury stock cost method | (328) | (328) | |||||||
Change in noncontrolling interests | $ 1.3 | 3.8 | (1.3) | (1.2) | |||||
Ending balance (in shares) at Dec. 31, 2022 | 156,000,000 | 169,700,000 | |||||||
Ending balance at Dec. 31, 2022 | $ 579.5 | $ 0 | $ (328) | $ 27.6 | $ 770.8 | $ 0 | $ 106.1 | $ 3 | |
Treasury stock, ending balance (in shares) at Dec. 31, 2022 | 13,700,000 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Changes in Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Dividends on common stock (in dollars per share) | $ 0.025 |
Consolidated and Combined Sta_4
Consolidated and Combined Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net earnings | $ 401,300,000 | $ 413,000,000 | $ 342,000,000 |
Non-cash items: | |||
Depreciation and amortization expense | 118,900,000 | 88,300,000 | 78,300,000 |
Stock-based compensation expense | 24,300,000 | 25,500,000 | 22,500,000 |
Amortization of debt issuance costs | 3,400,000 | 3,400,000 | 800,000 |
Gain on previously held equity interests from combination of business | (32,700,000) | 0 | 0 |
Unrealized loss on equity securities measured at fair value | 8,700,000 | 0 | 0 |
Loss on disposition | 3,000,000 | 0 | 0 |
Impairment charges | 3,600,000 | 0 | 0 |
Amortization of acquisition-related inventory fair value step-up | 1,100,000 | 6,800,000 | 0 |
Impairment of goodwill | 0 | 0 | 85,300,000 |
Write-off of deferred financing costs | 0 | 3,400,000 | 0 |
Gain on settlement of investment | 0 | (3,300,000) | 0 |
Loss (gain) on sale of property, net | 800,000 | 0 | (2,700,000) |
Change in accounts receivable, net | (217,200,000) | (140,400,000) | (92,800,000) |
Change in inventories | (74,300,000) | (34,600,000) | (7,000,000) |
Change in prepaid expenses and other assets | (16,000,000) | (700,000) | 7,500,000 |
Change in long-term financing receivables, net | 140,300,000 | 136,200,000 | 134,700,000 |
Change in trade accounts payable | 21,300,000 | 45,600,000 | 44,100,000 |
Change in accrued expenses and other liabilities | (24,100,000) | (16,900,000) | 114,000,000 |
Change in deferred income taxes | (41,200,000) | (45,200,000) | (35,400,000) |
Net cash provided by operating activities | 321,200,000 | 481,100,000 | 691,300,000 |
Cash flows from investing activities: | |||
Cash paid for acquisitions, net of cash received | (277,500,000) | (955,800,000) | 0 |
Payments for additions to property, plant and equipment | (60,000,000) | (47,800,000) | (35,700,000) |
Proceeds from sale of property | 400,000 | 0 | 3,500,000 |
Cash paid for equity investments | (11,800,000) | (11,300,000) | (9,500,000) |
Proceeds from sale of equity securities | 19,000,000 | 0 | 0 |
Cash received for settlement of investment | 0 | 7,200,000 | 0 |
Net cash used in investing activities | (329,900,000) | (1,007,700,000) | (41,700,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 1,167,000,000 | 2,186,500,000 | 1,800,000,000 |
Repayment of long-term debt | (1,167,000,000) | (1,400,000,000) | 0 |
Net proceeds from (repayments of) short-term borrowings | 400,000 | (7,000,000) | (5,300,000) |
Payments for debt issuance costs | (800,000) | (5,100,000) | 0 |
Payments of common stock cash dividend | (15,900,000) | (12,700,000) | 0 |
Purchases of treasury stock | (328,000,000) | 0 | 0 |
Proceeds from stock option exercises | 2,500,000 | 7,500,000 | 1,600,000 |
Acquisition of noncontrolling interest | 0 | (1,900,000) | 0 |
Net transfers to Former Parent | 0 | (35,600,000) | (419,900,000) |
Consideration to Former Parent in connection with the Separation, net | 0 | 0 | (1,635,000,000) |
Net repayments of related-party borrowings | 0 | 0 | (23,400,000) |
Other financing activities | (6,100,000) | (6,200,000) | (1,900,000) |
Net cash (used in) provided by financing activities | (347,900,000) | 725,500,000 | (283,900,000) |
Effect of exchange rate changes on cash and cash equivalents | (11,500,000) | (6,800,000) | 14,800,000 |
Net change in cash and cash equivalents | (368,100,000) | 192,100,000 | 380,500,000 |
Beginning balance of cash and cash equivalents | 572,600,000 | 380,500,000 | 0 |
Ending balance of cash and cash equivalents | $ 204,500,000 | $ 572,600,000 | $ 380,500,000 |
Business Overview
Business Overview | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | BUSINESS OVERVIEW Nature of Business Vontier Corporation (“Vontier” or the “Company”) is a global industrial technology company that focuses on critical technical equipment, components, and software and services for manufacturing, repair, and servicing in the mobility ecosystem worldwide. The Company supplies a wide range of solutions spanning advanced environmental sensors; fueling equipment; field payment hardware; point-of-sale, workflow and monitoring software; vehicle tracking and fleet management; software solutions for traffic light control; and vehicle mechanics’ and technicians’ equipment. The Company markets its products and services to retail and commercial fueling operators, convenience store and in-bay car wash operators, tunnel car wash businesses, commercial vehicle repair businesses, municipal governments and public safety entities and fleet owners/operators on a global basis. The Company operates through one reportable segment comprised of two operating segments: (i) mobility technologies, which is a leading global provider of solutions and services focused on environmental compliance, fuel dispensing, remote fuel management, point-of-sale and payment systems, vehicle tracking and fleet management (“telematics”) and traffic management (“smart city solutions”), and (ii) diagnostics and repair technologies, which manufactures and distributes vehicle repair tools, toolboxes and automotive diagnostic equipment and software and a full line of wheel-service equipment. Given the interrelationships of the products, technologies and customers and the resulting similar long-term economic characteristics, the Company meets the aggregation criteria and has combined the Company’s two operating segments into a single reportable segment. Separation from Fortive Corporation On October 9, 2020, Fortive Corporation (“Fortive” or “Former Parent”) completed the separation of Fortive’s Industrial Technologies businesses (the “Vontier Businesses”) through a pro rata distribution of 80.1% of the outstanding common stock of Vontier to Fortive’s stockholders (the “Separation”). To effect the Separation, Fortive distributed to its stockholders two shares of Vontier common stock for every five shares of Fortive common stock outstanding held on September 25, 2020, the record date for the distribution. In January 2021, Fortive sold a total of 33.5 million shares of the Company’s common stock as part of a secondary offering. After the secondary offering, Fortive no longer owned any of the Company’s outstanding common stock. The primary source of the cash on hand as of the date of Separation was due to a transfer from Fortive as part of the separation agreement. Under the terms of the separation agreement, we repaid $86.1 million to Fortive in December 2020. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying Consolidated and Combined Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The combined financial statements for periods prior to the Separation were derived from Fortive’s consolidated financial statements and accounting records and prepared in accordance with GAAP for the preparation of carved-out combined financial statements. Through the date of the Separation, all revenues and costs as well as assets and liabilities directly associated with Vontier have been included in the combined financial statements. Prior to the Separation, the combined financial statements also include allocations of certain general, administrative, sales and marketing expenses from Fortive’s corporate office and from other Fortive businesses to the Company and allocations of related assets, liabilities, and the Former Parent’s investment, as applicable. The allocations were 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 Fortive during the applicable periods. Related-party allocations prior to the Separation, including the method for such allocation, are discussed further in Note 20. Related-Party Transactions to the Consolidated and Combined Financial Statements. Following the Separation, the consolidated financial statements include the accounts of Vontier and those of our wholly-owned subsidiaries and no longer include any allocations from Fortive. Accordingly: • The Consolidated Balance Sheets as of December 31, 2022 and 2021 consist of the Company’s balances. • The Consolidated Statement of Earnings and Comprehensive Income for the years ended December 31, 2022 and 2021 consist of the Company’s results. The Consolidated and Combined Statement of Earnings and Comprehensive Income for the year ended December 31, 2020 consists of the Company’s results from the date of the Separation through December 31, 2020 and the combined results of the Vontier Businesses from January 1, 2020 through the date of the Separation. • The Consolidated Statement of Changes in Equity for the years ended December 31, 2022 and 2021 consist of the Company’s results. The Consolidated and Combined Statement of Changes in Equity for the year ended December 31, 2020 consists of the Company’s results from the date of the Separation through December 31, 2020 and the combined activity of the Vontier Businesses from January 1, 2020 through the date of the Separation. • The Consolidated Statement of Cash Flows for the years ended December 31, 2022 and 2021 consists of the Company’s results. The Consolidated and Combined Statement of Cash Flows for the year ended December 31, 2020 consists of the Company’s results from the date of the Separation through December 31, 2020 and the combined activity of the Vontier Businesses from January 1, 2020 through the date of the Separation. The Company’s Consolidated and Combined Financial Statements may not be indicative of the Company’s results had it been a separate stand-alone entity throughout the periods presented, nor are the results stated herein indicative of what the Company’s financial position, results of operations and cash flows may be in the future. All significant transactions between the Company and Fortive have been included in the accompanying Consolidated and Combined Financial Statements for all periods presented. Cash transactions with Fortive prior to the Separation are reflected in the accompanying Consolidated and Combined Statements of Changes in Equity as “Net transfers to Former Parent” and “Consideration to Former Parent in connection with the Separation.” As included in the Consolidated and Combined Statements of Changes in Equity, Former Parent’s investment, which included Retained earnings (Accumulated deficit) prior to the Separation, represents Fortive’s interest in the Company’s recorded net assets prior to the Separation. In addition, the accumulated net effect of intercompany transactions between the Company and Fortive or Fortive affiliates for periods prior to the Separation are included in Former Parent’s investment. On October 9, 2020, in connection with the Separation, Former Parent’s investment was redesignated within Equity. The Agreements include a “Wrong-Pockets Provision” that allow the parties to make adjustments to ensure the separation-related transactions were executed in accordance with the Agreements. In periods subsequent to the Separation, the Company may make adjustments to balances transferred at the Separation date in accordance with the Wrong-Pockets Provision. Any such adjustments are recorded through equity. The Consolidated and Combined Financial Statements include all accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated and Combined Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated and combined results of operations, therefore net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated and Combined Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented. Prior to the Separation, the Company was dependent upon Fortive for all its working capital and financing requirements under Fortive’s centralized approach to cash management and financing of operations of its subsidiaries. With the exception of cash, cash equivalents and borrowings clearly associated with Vontier and related to the Separation, including the financial transactions described below, financial transactions relating to Vontier’s business operations prior to the Separation were accounted for through Former Parent’s investment. Accordingly, none of the Former Parent’s cash, cash equivalents or debt at the corporate level was assigned to Vontier or included in the Consolidated and Combined Financial Statements for periods prior to the Separation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates. Cash and Cash 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. Cash equivalents are valued at cost, plus accrued interest, which approximates fair value due to the short-term maturity of these instruments. Accounts and Financing Receivables and Allowances for Credit Losses All trade accounts and financing receivables are reported in the accompanying Consolidated Balance Sheets adjusted for any write-offs and net of allowances for credit losses. The allowances for credit losses represent management’s best estimate of the credit losses expected from trade accounts and financing receivables portfolios. Determination of the allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, therefore, net earnings. The Company regularly performs detailed reviews of our portfolios to determine if an impairment has occurred and evaluate the collectability of receivables based on a combination of financial and qualitative factors that may affect customers’ ability to pay, including customers’ financial condition, collateral, debt-servicing ability, past payment experience and credit bureau information. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. Additions to the allowances for credit losses are charged to current period earnings and amounts determined to be uncollectible are charged directly against the allowances. Any amounts recovered on accounts that were previously written-off reduces the amounts charged to current period earnings. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional reserves would be required. The Company does not believe that accounts and financing receivables represent significant concentrations of credit risk because of the diversified portfolio of individual customers and geographical areas. Expense associated with credit losses was $32.2 million, $36.8 million and $42.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Financing Receivables The Company estimates our allowance to reflect expected credit losses over the remaining contractual life of the asset. We pool assets with similar risk characteristics for this measurement based on attributes which includes asset type, duration, and/or credit risk rating. The future expected losses of each pool are estimated based on numerous quantitative and qualitative factors reflecting management’s estimate of collectability over the remaining contractual life of the pooled assets, including: • portfolio duration; • historical, current, and forecasted future loss experience by asset type; • historical, current, and forecasted delinquency and write-off trends; • historical, current, and forecasted economic conditions; and • historical, current, and forecasted credit risk. Inventory Inventories include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value primarily using the first-in, first-out (“FIFO”) method. Property, Plant and Equipment Property, plant and equipment are carried at cost. Provisions for depreciation have been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets which are generally as follows: Category Useful Life Buildings 30 years Leased assets and leasehold improvements Amortized over the lesser of the economic life of the asset or the term of the lease Machinery, equipment and other 3 – 10 years Estimated useful lives are periodically reviewed and, when appropriate, changes to estimates are made prospectively. Other Assets Other assets principally include contract assets, deferred tax assets and other investments. Fair Value of Financial Instruments Financial instruments consist primarily of trade accounts receivable, financing receivables, equity securities, obligations under trade accounts payable and short and long-term debt. Due to their short-term nature, the carrying values for trade accounts receivable, trade accounts payable and short-term debt approximate fair value. Refer to Note 11. Financing for the fair value of the Company’s long-term debt and Note 8. Fair Value Measurements for the fair values of the Company’s other financial instruments. Goodwill and Other Intangible Assets Goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired less assumed liabilities. In accordance with accounting standards related to business combinations, neither goodwill nor indefinite-lived intangible assets are amortized; however, certain definite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are amortized over their estimated useful lives. Refer to Note 7. Goodwill and Other Intangible Assets for additional information regarding our goodwill and other intangible assets. The goodwill of each of the Company’s reporting units is assessed for impairment at least annually as of the first day of the fourth quarter or more frequently if events and circumstances indicate that goodwill may not be recoverable. When evaluating for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit or indefinite-lived intangible asset is impaired. The Company’s decision to perform a qualitative impairment assessment for an individual reporting unit or indefinite-lived intangible assets in a given year is influenced by a number of factors, inclusive of the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments and the date of acquisition. As part of the Company’s 2022 annual impairment analysis, the Company elected to apply the qualitative goodwill impairment assessment guidance in ASC 350-20, Goodwill , for all 7 of the Company’s reporting units, or approximately $1.8 billion of goodwill as of the assessment date. Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the reporting units, events or changes affecting the composition or carrying value of the net assets of the reporting units, information related to market multiples of peer companies and other relevant entity specific events. Based on the Company’s assessment, the Company determined on the basis of the qualitative and quantitative factors that the fair values of the reporting units were more likely than not greater than their respective carrying values; and therefore, a quantitative test was not required. If the Company does not perform a qualitative assessment, or if it determines that it is not more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset exceeds its carrying amount, impairment is determined by using a quantitative approach. The Company identifies potential impairment by comparing the fair value of each reporting unit, determined using various valuation techniques, with the primary technique being a discounted cash flow analysis, to its carrying value. If the carrying amount of the reporting unit exceeds the fair value, an impairment loss is recognized. Identified intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires a comparison of the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are tested at least annually for impairment. In these analyses, management considers general macroeconomic conditions, industry and market conditions, cost factors, financial performance and other entity and asset specific events and may require management to make judgments and estimates about future revenues, expenses, market conditions and discount rates related to these assets. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated, and a charge would need to be taken against net earnings which would adversely affect the Company’s financial statements. A non-cash goodwill impairment charge of $85.3 million was recorded against our Telematics reporting unit as a result of our quantitative impairment assessment on March 27, 2020. No goodwill impairment charges were recorded for the years ended December 31, 2022 and 2021. Refer to Note 7. Goodwill and Other Intangible Assets for additional information regarding the Telematics impairment charge in 2020. Insurance Liabilities The Company is self-insured for certain losses related to medical claims. The Company has stop-loss coverage to limit the exposure arising from medical claims. In addition, the Company has deductible-based insurance policies for certain losses related to general liability, workers’ compensation and automobile. Debt Issuance Costs Debt issuance costs relating to the Company’s term loan and senior note facilities are recorded in Long-term debt on the Consolidated Balance Sheets as a direct reduction of the carrying amount of the related debt; these costs are deferred and amortized to interest expense using the effective interest method, over the respective terms of the related debt. Debt issuance costs relating to the Company’s revolving credit facilities are recorded in Other assets on the Consolidated Balance Sheets; these costs are deferred and amortized to interest expense using the straight-line method over the respective terms of the related debt. Revenue Recognition The Company derives revenues primarily from the sale of products and services in the mobility technologies and diagnostics and repair technologies markets. Revenue is recognized when control of promised products or services is transferred to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. Product sales include revenues from the sale of products and equipment, which includes our software-as-a-service (“SaaS”) product offerings, equipment rentals, and interest income related to our financing receivables. Service sales includes revenues from extended warranties, post-contract customer support (“PCS”), maintenance contracts or services, and services related to previously sold products. Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. For revenue related to a product or service to qualify for recognition, the Company must have an enforceable contract with a customer that defines the goods or services to be transferred and the payment terms related to those goods or services. Further, collection of substantially all consideration for the goods or services transferred must be probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a combination of financial and qualitative factors, including the customers’ financial condition, collateral, debt-servicing ability, past payment experience and credit bureau information. Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are considered in determining the transaction price for the contract; these allowances and rebates are reflected as a reduction in the contract transaction price. Significant judgment is exercised in determining product returns, customer allowances and rebates, which are estimated based on historical experience and known trends. Most of the Company’s sales contracts contain standard terms and conditions. The Company evaluates contracts to identify distinct goods and services promised in the contract (performance obligations). Sometimes this evaluation involves judgment to determine whether the goods or services are highly dependent on or highly interrelated with one another, or whether such goods or services significantly modify or customize one another. Certain customer arrangements include multiple performance obligations, typically hardware, installation, training, consulting, services and/or PCS. Generally, these elements are delivered within the same reporting period, except PCS or other services. The Company allocates the contract transaction price to each performance obligation using the observable price that the good or service sells for separately in similar circumstances and to similar customers, and/or a residual approach when the observable selling price of a good or service is not known and is either highly variable or uncertain. Allocating the transaction price to each performance obligation may require judgment. The Company’s principal terms of sale are FOB Shipping Point, or equivalent, and, as such, the Company primarily records revenue upon shipment as the Company has transferred control to the customer at that point and our performance obligations are satisfied. The Company evaluates contracts with delivery terms other than FOB Shipping Point and recognizes revenue when the Company has transferred control and satisfied the performance obligations. If any significant obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation, other services noted above or acceptance by the customer), revenue recognition is deferred until such obligations have been fulfilled. Further, revenue related to separately priced extended warranty and product maintenance agreements is deferred when appropriate and recognized as revenue over the term of the agreement. Shipping and Handling Shipping and handling costs are included as a component of Cost of sales in the Consolidated and Combined Statements of Earnings and Comprehensive Income. Revenue derived from shipping and handling costs billed to customers is included in Sales in the Consolidated and Combined Statements of Earnings and Comprehensive Income. Advertising Advertising costs are expensed as incurred and are included as a component of Selling, general and administrative expenses in the Consolidated and Combined Statements of Earnings and Comprehensive Income. Research and Development The Company conducts research and development activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of existing products and expanding the applications for which uses of the Company’s products are appropriate. Research and development costs are expensed as incurred. Restructuring The Company periodically initiates restructuring activities to appropriately position its cost base relative to prevailing economic conditions and associated customer demand as well as in connection with certain acquisitions. Costs associated with restructuring actions can include one-time termination benefits and related charges in addition to facility closure, contract termination and other related activities, and are recorded when the associated liability is incurred. Refer to Note 16. Restructuring and Other Related Charges for additional information. Foreign Currency Translation and Transactions Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the years presented. Accounting for Stock-Based Compensation The Company had no stock-based compensation plans prior to the Separation; however, certain of its employees had participated in Fortive’s stock-based compensation plans (“Fortive Plans”). The expense associated with employees who participated in the Fortive Plans was allocated to the Company in the accompanying Consolidated and Combined Statements of Earnings and Comprehensive Income for the periods prior to the Separation. The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”), based on the fair value of the award as of the grant date. The fair value of each stock option issued was estimated on the date of the grant using the Black-Scholes option pricing model which incorporates the following assumptions to value stock-based awards: Risk-free interest rate: The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument whose maturity period equals or approximates the option’s expected term. Volatility: Since the Company does not have sufficient history to estimate the expected volatility of its common share price, expected volatility is based on a blended approach that uses the volatility of the Company’s common stock for periods in which the Company has information and the volatility for selected reasonably similar publicly traded companies for periods in which the historical information is not available. For periods prior to the Separation and after July 2018, volatility was calculated using a blend of Fortive’s historical stock price volatility and the average historical stock price volatility of a group of Fortive’s peer companies for the expected term of the options. From July 2, 2016 through July 2018, the weighted average volatility was estimated based on an average historical stock price volatility of a group of peer companies given Fortive’s limited trading history. Dividend yield: The expected dividend yield is calculated by dividing our annualized dividend, based on the Company’s history of declared dividends, by the Company’s stock price on the grant date. For periods prior to the Separation, the dividend yield was calculated by dividing Fortive’s annual dividend, based on the most recent quarterly dividend rate, by Fortive’s stock price on the grant date. Expected years until exercise: The expected term of stock options granted is based on an estimate of when options will be exercised in the future. As the Company does not have sufficient history to estimate its expected term, the Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience under Fortive is not considered indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to all stock options which have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The fair value of RSUs and PSUs with performance-based vesting conditions is calculated using the closing price of the Company’s common stock on the date of grant less a discount due to the lack of participation in the Company’s dividend by RSU holders. The fair value of PSUs with market-based vesting conditions is calculated using a Monte Carlo pricing model. Stock-based compensation expense is recognized net of an estimated forfeiture rate on a straight-line basis over the requisite service period of the award, with the expense for PSUs with performance-based vesting conditions adjusted based on the likelihood of future achievement of the performance metrics. Income Taxes In accordance with GAAP, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which the tax benefit has already been reflected on the Consolidated and Combined Statements of Earnings and Comprehensive Income. Deferred tax liabilities generally represent items that have already been taken as a deduction on our tax return but have not yet been recognized as an expense in the Consolidated and Combined Statements of Earnings and Comprehensive Income. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of deferred income tax assets for each of the jurisdictions in which it operates. If there is cumulative pretax income in a particular jurisdiction in the three-year period including the current and prior two years, the Company generally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments would lead management to conclude otherwise. However, if there are cumulative pretax losses in a particular jurisdiction in the three-year period including the current and prior two years, the Company then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in the particular country, and prudent and feasible tax planning strategies. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, the Company would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, a valuation allowance is established. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated and Combined Financial Statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgment is required in evaluating tax positions and determining income tax provisions. The Company reevaluates the technical merits of its tax positions and may recognize an uncertain tax benefit in certain circumstances, including when: (i) a tax audit is completed; (ii) applicable tax laws change, including a tax case ruling or legislative guidance; or (iii) the applicable statute of limitations expires. Potential accrued interest and penalties associated with unrecognized tax positions are recognized as a component of Provision for income taxes in the Consolidated and Combined Statements of Earnings and Comprehensive Income. Refer to Note 15. Income Taxes for additional information. Pension and Other Postretirement Benefit Plans Pension assets and obligations are measured to determine the funded status as of the end of the Company’s fiscal year. An asset is recognized for an overfunded status or a liability is recognized for an underfunded status. Changes in the funded status of the pension plans are recognized in the year in which the changes occur and are reported in other comprehensive income. Refer to Note 12. Employee Benefit Plans for additional information. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to defer the sunset date of ASU 2020-04 from December 31, 2022 to December 31, 2024. These ASUs provide temporary opti |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS The Company has completed a number of acquisitions that have been accounted for as purchases and resulted in the recognition of goodwill in its financial statements. This goodwill arises because the purchase price for each acquired business reflects a number of factors including the complementary fit, the acceleration of its strategy, the synergies the business brings to existing operations, the future earnings and cash flow potential of the business, the potential to add other strategically complementary acquisitions to the acquired business, the scarce or unique nature of the business in its markets, the competition to acquire the business, the valuation of similar businesses in the marketplace (as reflected in a multiple of revenues, earnings or cash flows) and the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing offerings to key target markets and develop new and profitable businesses. A preliminary purchase price allocation is made at the date of acquisition based on an initial understanding of the fair value of the acquired assets and assumed liabilities. As additional information about these assets and liabilities is obtained, the estimates of fair value are refined and the preliminary purchase price allocation is adjusted during the applicable measurement period for items identified as of the acquisition date. To determine the fair value of the acquired intangible assets and certain previously held equity interests related to its acquisitions, management utilized significant unobservable inputs (Level 3 in the fair value hierarchy) and was required to make judgements and estimates about future results such as revenues, margin, net working capital and other valuation assumptions such as useful lives, royalty rates, technology obsolescence, attrition rates and discount rates. Intangible assets consisting of technology and trade names were valued using a relief from royalty method or using a multi-period excess earnings method while customer relationships were valued using a multi-period excess earnings method. These assumptions are forward-looking and could be affected by future economic and market conditions. Acquisition-related costs are included in Selling, general and administrative expenses in the Consolidated and Combined Statements of Earnings and Comprehensive Income. The following describes the Company’s acquisition activity during the years ended December 31, 2022 and 2021. The Company did not make any acquisitions during the year ended December 31, 2020. 2022 Acquisitions The purchase price allocations for the acquisitions completed during the year ended December 31, 2022, which are described below, have not been finalized as the analysis of the assets acquired and liabilities assumed has not been completed. The procedures to finalize may result in further adjustments to the preliminary purchase price allocation that could result in additional measurement period adjustments, which could have a material effect on the consolidated financial statements. The accounting for the acquisitions will be completed no later than one year from the respective acquisition dates, in accordance with GAAP. Driivz On February 7, 2022, the Company acquired the remaining 81% of the outstanding shares of Driivz Ltd. (“Driivz”) for $152.6 million, net of cash received. Driivz, which is based in Israel, is a cloud-based subscription software platform supporting electric vehicle charging infrastructure (“EVCI”) providers with operations management, energy optimization, billing and roaming capabilities, as well as driver self-service apps. The acquisition of Driivz accelerates the Company’s portfolio diversification and e-mobility strategies and positions the Company to capitalize on the global EVCI market opportunities. The acquisition of Driivz was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. The goodwill is attributable to the workforce of the acquired business, future market opportunities and the expected synergies with the Company’s existing operations. The majority of the goodwill derived from this acquisition is not expected to be deductible for tax purposes. The Company’s preliminary purchase price allocation is as follows: ($ in millions) Driivz Weighted Average Amortization Period Accounts receivable $ 1.0 Technology 56.3 8.0 Customer relationships 28.1 13.0 Trade names 9.2 16.0 Goodwill 125.8 Other assets 2.9 Accrued expenses and other current liabilities (12.5) Other long-term liabilities (15.2) Purchase price, net of cash received $ 195.6 The Company recorded certain adjustments to the preliminary purchase price allocation during the year ended December 31, 2022 resulting in a net decrease of $5.1 million to goodwill. The carrying value of the Company’s approximately 19% interest in Driivz prior to the acquisition was $10.3 million, which historically was carried at cost. In connection with the acquisition, this investment was remeasured to a fair value of $43.0 million resulting in the recognition of an aggregate noncash gain of $32.7 million during the year ended December 31, 2022, which was included in Gain on previously held equity interests from combination of business in the Consolidated and Combined Statements of Earnings and Comprehensive Income. Subsequent to the acquisition, during the year ended December 31, 2022, the Company granted awards for the common stock of a subsidiary that holds Driivz and other related entities to certain employees. Acquisition-related costs related to Driivz were $1.2 million. The Company has not disclosed post-acquisition or pro forma revenue and earnings attributable to Driivz as it did not have a material effect on the Company’s results. Invenco On August 31, 2022, the Company acquired all of the outstanding equity interests of Invenco Group Ltd. (“Invenco”) for $83.1 million, net of cash received. The initial purchase price includes contingent consideration measured at $6.1 million, which can reach up to $100.0 million based on achieving certain revenue targets. Invenco, which is based in New Zealand, is a global provider of self-service payment solutions with a range of products including outdoor payment terminals, electronic payment servers, payment switches, and cloud services. The acquisition of Invenco further advances the Company’s portfolio diversification and accelerates our digital strategy. The acquisition of Invenco was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. The consideration paid was allocated as follows: (i) $35.7 million to definite-lived intangible assets consisting of developed technology, customer relationships and a trade name with a weighted average amortization period of approximately five years, (ii) $32.0 million to goodwill and (iii) $15.4 million to other net assets. The goodwill is attributable to the workforce of the acquired business, future market opportunities and the expected synergies with the Company’s existing operations. The majority of the goodwill derived from this acquisition is not expected to be deductible for tax purposes. The Company recorded certain adjustments to the preliminary purchase price allocation during the year ended December 31, 2022 resulting in a net increase of $4.7 million to goodwill. Acquisition-related costs related to Invenco were $1.3 million. The Company has not disclosed post-acquisition or pro forma revenue and earnings attributable to Invenco as it did not have a material effect on the Company’s results. Other Acquisitions In addition to the acquisitions noted above, during the year ended December 31, 2022, the Company acquired all of the outstanding equity interests in two other businesses for $43.4 million, net of cash received. The initial purchase price includes $5.5 million of contingent consideration, which is based on future revenues of the acquired business and is unlimited. Both of these acquisitions align with the Company’s portfolio diversification strategy and enable opportunities in new end markets. Acquisition-related costs related to other acquisitions were not material. The Company has not disclosed post-acquisition or pro forma revenue and earnings attributable to these acquisitions as they did not have a material effect on the Company’s results, individually or in aggregate. 2021 Acquisitions DRB Systems, LLC On September 13, 2021, the Company acquired all of the outstanding equity interests of DRB Systems, LLC (“DRB”), a leading provider of point of sale, workflow software and control solutions to the car wash industry, for $955.8 million in cash. This acquisition aligns with the Company’s portfolio diversification strategy and enables opportunities in new end markets. With this acquisition, the Company expects to grow its retail solutions portfolio. The acquisition of DRB was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. The goodwill is attributable to the workforce of the acquired business, future market opportunities and the expected synergies with the Company’s existing operations. The majority of goodwill derived from this acquisition is expected to be deductible for tax purposes. The final purchase price allocation is as follows: ($ in millions) Preliminary Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Weighted Average Amortization Period Accounts receivable $ 17.3 $ (3.3) $ 14.0 Inventories 21.0 (0.1) 20.9 Prepaid expenses and other current assets 3.8 (0.1) 3.7 Technology 142.1 0.5 142.6 9.0 Customer relationships 227.0 — 227.0 11.0 Trade names 36.0 — 36.0 14.0 Goodwill 587.4 (15.6) 571.8 Other assets 14.9 0.1 15.0 Trade accounts payable (5.8) — (5.8) Accrued expenses and other current liabilities (44.6) 2.5 (42.1) Other long-term liabilities (43.6) 16.3 (27.3) Purchase price, net of cash acquired $ 955.5 $ 0.3 $ 955.8 |
Financing and Trade Receivables
Financing and Trade Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Financing and Trade Receivables | FINANCING AND TRADE RECEIVABLES Financing receivables are comprised of commercial purchase security agreements with the Company’s end customers (“PSAs”) and commercial loans to the Company’s franchisees (“Franchisee Notes”). Financing receivables are generally secured by the underlying tools and equipment financed. PSAs are installment sales contracts originated between the franchisee and technicians or independent shop owners which enable these customers to purchase tools and equipment on an extended-term payment plan. PSA payment terms are generally up to five years. Upon origination, the Company assumes the PSA by crediting the franchisee’s trade accounts receivable. As a result, originations of PSAs are non-cash transactions. The Company records PSAs at amortized cost. Franchisee Notes have payment terms of up to 10 years and include financing to fund business startup costs including: (i) installment loans to franchisees used generally to finance inventory, equipment, and franchise fees; and (ii) lines of credit to finance working capital, including additional purchases of inventory. Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. Accrued interest is included in Accounts receivable less allowance for credit losses on the Consolidated Balance Sheets and is insignificant as of December 31, 2022 and 2021. Product sales to franchisees and the related financing income is included in Cash flows from operating activities in the accompanying Consolidated and Combined Statements of Cash Flows. The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Balance Sheets were as follows: ($ in millions) December 31, 2022 December 31, 2021 Gross current financing receivables: PSAs $ 96.6 $ 98.4 Franchisee Notes 18.4 15.5 Current financing receivables, gross $ 115.0 $ 113.9 Allowance for credit losses: PSAs $ 13.1 $ 16.9 Franchisee Notes 6.5 6.5 Total allowance for credit losses 19.6 23.4 Total current financing receivables, net $ 95.4 $ 90.5 Net current financing receivables: PSAs, net $ 83.5 $ 81.5 Franchisee Notes, net 11.9 9.0 Total current financing receivables, net $ 95.4 $ 90.5 The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows: ($ in millions) December 31, 2022 December 31, 2021 Gross long-term financing receivables: PSAs $ 224.0 $ 219.7 Franchisee Notes 63.5 64.5 Long-term financing receivables, gross $ 287.5 $ 284.2 Allowance for credit losses: PSAs $ 32.4 $ 37.2 Franchisee Notes 5.3 5.3 Total allowance for credit losses 37.7 42.5 Total long-term financing receivables, net $ 249.8 $ 241.7 Net long-term financing receivables: PSAs, net $ 191.6 $ 182.5 Franchisee Notes, net 58.2 59.2 Total long-term financing receivables, net $ 249.8 $ 241.7 Net deferred origination costs were insignificant as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, the net unamortized discount on our financing receivables was $16.8 million and $16.7 million, respectively. It is the Company’s general practice to not engage in contract or loan modifications of existing arrangements for troubled debt restructurings. In limited instances, the Company may modify certain impaired receivables with customers in bankruptcy or other legal proceedings, or in the event of significant natural disasters. Restructured financing receivables as of December 31, 2022 and 2021 were insignificant. Credit score and distributor tenure are the primary indicators of credit quality for the Company’s financing receivables. Depending on the contract, payments for financing receivables are due on a monthly or weekly basis. Weekly payments are converted into a monthly equivalent for purposes of calculating delinquency. Delinquencies are assessed at the end of each month following the monthly equivalent due date and are considered delinquent once past due. The amortized cost basis of PSAs and Franchisee Notes by origination year as of December 31, 2022 is as follows: ($ in millions) 2022 2021 2020 2019 2018 Prior Total PSAs Credit Score: Less than 400 $ 15.4 $ 8.0 $ 4.0 $ 2.2 $ 0.6 $ 0.3 $ 30.5 400-599 24.7 12.4 7.2 3.3 1.0 0.5 49.1 600-799 50.4 26.0 13.6 6.2 1.9 0.7 98.8 800+ 80.4 34.3 17.5 7.4 2.0 0.6 142.2 Total PSAs $ 170.9 $ 80.7 $ 42.3 $ 19.1 $ 5.5 $ 2.1 $ 320.6 Franchisee Notes Active distributors $ 23.9 $ 22.3 $ 8.1 $ 7.1 $ 3.9 $ 3.9 $ 69.2 Separated distributors 0.3 1.7 2.3 2.8 1.2 4.4 12.7 Total Franchisee Notes $ 24.2 $ 24.0 $ 10.4 $ 9.9 $ 5.1 $ 8.3 $ 81.9 Past Due PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of: ($ in millions) 30-59 days past due 60-90 days past due Greater than 90 days past due Total past due Total not considered past due Total Greater than 90 days past due and accruing interest December 31, 2022 $ 3.6 $ 1.8 $ 6.9 $ 12.3 308.3 $ 320.6 $ 6.9 December 31, 2021 3.3 1.7 6.5 11.5 306.6 318.1 6.5 Franchisee Notes are considered past due when payments have not been made for 21 days after the due date. Past due Franchisee Notes (where the franchisee had not yet separated) were insignificant as of December 31, 2022 and 2021. Uncollectable Status PSAs are deemed uncollectable and written off when they are both contractually delinquent and no payment has been received for 180 days. Franchisee Notes are deemed uncollectable and written off after a distributor separates and no payments have been received for one year. The Company stops accruing interest and other fees associated with financing receivables when (i) a customer is placed in uncollectable status and repossession efforts have begun; (ii) upon receipt of notification of bankruptcy; (iii) upon notification of the death of a customer; or (iv) other instances in which management concludes collectability is not reasonably assured. Allowance for Credit Losses Related to Financing Receivables The Company calculates the allowance for credit losses considering several factors, including the aging of its financing receivables, historical credit loss and portfolio delinquency experience and current economic conditions. The Company also evaluates financing receivables with identified exposures, such as customer defaults, bankruptcy or other events that make it unlikely it will recover the amounts owed to it. In calculating such reserves, the Company evaluates expected cash flows, including estimated proceeds from disposition of collateral, and calculates an estimate of the potential loss and the probability of loss. When a loss is considered probable on an individual financing receivable, a specific reserve is recorded. The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of December 31: 2022 2021 ($ in millions) PSAs Franchisee Notes Total PSAs Franchisee Notes Total Allowance for credit losses, beginning of year $ 54.1 $ 11.8 $ 65.9 $ 54.3 $ 12.5 $ 66.8 Provision for credit losses 21.5 4.7 26.2 24.9 4.2 29.1 Write-offs (32.2) (4.9) (37.1) (27.5) (5.6) (33.1) Recoveries of amounts previously charged off 2.1 0.2 2.3 2.4 0.7 3.1 Allowance for credit losses, end of year $ 45.5 $ 11.8 $ 57.3 $ 54.1 $ 11.8 $ 65.9 The ending balance as of December 31, 2022 of $57.3 million is included in the Consolidated Balance Sheets in Accounts receivable, less allowance for credit losses and Long-term financing receivables, less allowance for credit losses in the amounts of $19.6 million and $37.7 million, respectively. The ending balance as of December 31, 2021 of $65.9 million is included in the Consolidated Balance Sheets in Accounts receivable, less allowance for credit losses and Long-term financing receivables, less allowance for credit losses in the amounts of $23.4 million and $42.5 million, respectively. Allowance for Credit Losses Related to Trade Accounts Receivables The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables (excluding financing receivables) and the Company’s trade accounts receivable cost basis as of: ($ in millions) December 31, 2022 December 31, 2021 Cost basis of trade accounts receivable $ 434.0 $ 406.3 Allowance for credit losses balance, beginning of year 15.5 18.1 Provision for credit losses 6.0 7.7 Write-offs (5.7) (10.2) Reclassification to held for sale (0.3) — Foreign currency and other (0.9) (0.1) Allowance for credit losses balance, end of year 14.6 15.5 Net trade accounts receivable balance $ 419.4 $ 390.8 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The classes of inventory as of December 31 are summarized as follows: ($ in millions) 2022 2021 Finished goods $ 136.6 $ 104.7 Work in process 34.8 34.4 Raw materials 174.6 147.9 Total $ 346.0 $ 287.0 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT The classes of property, plant and equipment as of December 31 are summarized as follows: ($ in millions) 2022 2021 Land and improvements $ 4.9 $ 6.1 Buildings and leasehold improvements 66.1 68.2 Machinery, equipment and other 253.6 282.6 Gross property, plant and equipment 324.6 356.9 Less: accumulated depreciation (232.5) (256.3) Property, plant and equipment, net (a) $ 92.1 $ 100.6 (a) Includes property, plant and equipment, net in the United States of $62.7 million and $73.8 million as of December 31, 2022 and 2021, respectively. No interest was capitalized related to capitalized expenditures during the years ended December 31, 2022, 2021 and 2020. Depreciation and amortization expense related to property, plant and equipment was $23.7 million, $23.6 million and $22.0 million, respectively, for the years ended December 31, 2022, 2021 and 2020. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill are as follows: ($ in millions) Balance, January 1, 2021 $ 1,092.1 Additions to goodwill for current year acquisitions 584.7 Foreign currency translation and other (9.6) Balance, December 31, 2021 1,667.2 Measurement period adjustments for prior year acquisition (12.9) Additions to goodwill for current year acquisitions (including measurement period adjustments) 187.7 Reclassification to held for sale (56.0) Foreign currency translation and other (47.3) Balance, December 31, 2022 $ 1,738.7 Accumulated impairment charges were $85.3 million as of December 31, 2022 and 2021. Impairment Charge The results of the Company’s fourth quarter 2019 goodwill impairment testing indicated the excess of the estimated fair value over the carrying value (expressed as a percentage of carrying value) of its Telematics reporting unit was approximately 5%, and as such, management continued to monitor the performance of Telematics during the first quarter of 2020. In connection with management’s updated forecast for the Telematics reporting unit that indicated a decline in sales and operating profit to levels lower than previously forecasted, due in large part to the impacts of the COVID-19 pandemic, a quantitative impairment assessment was performed over the Telematics reporting unit during the first quarter of 2020. As a result of the interim impairment testing performed, the Company concluded that the estimated fair value of its Telematics reporting unit was less than its carrying value, and recorded a non-cash goodwill impairment charge of $85.3 million during the year ended December 31, 2020. Refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies for discussion of our annual impairment test. Intangible Assets Finite-lived intangible assets are generally amortized on a straight-line basis over the shorter of their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major category of intangible asset as of December 31: 2022 2021 ($ in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Finite-lived intangibles: Patents and technology $ 299.9 $ (86.8) $ 213.1 $ 215.4 $ (59.4) $ 156.0 Customer relationships, trade names and other intangibles 535.8 (189.6) 346.2 521.7 (163.1) 358.6 Total finite-lived intangibles 835.7 (276.4) 559.3 737.1 (222.5) 514.6 Indefinite-lived intangibles: Trademarks and trade names 90.4 — 90.4 101.3 — 101.3 Total intangibles $ 926.1 $ (276.4) $ 649.7 $ 838.4 $ (222.5) $ 615.9 Total intangible amortization expense for the years ended December 31, 2022, 2021 and 2020 was $78.0 million, $42.4 million and $29.0 million, respectively. Based on the intangible assets recorded as of December 31, 2022, amortization expense is estimated to be as follows for the next five years and thereafter: ($ in millions) 2023 $ 82.2 2024 80.7 2025 75.7 2026 63.7 2027 58.9 Thereafter 198.1 Total $ 559.3 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value for assets and liabilities required to be carried at fair value and provide for certain disclosures related to the valuation methods used within the valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. • Level 3 inputs are unobservable inputs based on our assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Below is a summary of financial assets and liabilities that are measured at fair value on a recurring basis as of: ($ in millions) Quoted Prices Significant Other Significant Total December 31, 2022 Equity securities measured at fair value $ 21.3 $ — $ — $ 21.3 Contingent consideration liabilities — — 11.6 11.6 Deferred compensation liabilities — 5.1 — 5.1 December 31, 2021 Deferred compensation liabilities $ — $ 4.8 $ — $ 4.8 Equity Securities The Company holds a minority interest in Tritium Holdings Pty, Ltd (“Tritium”) which historically was recorded at cost in Other assets on the Consolidated Balance Sheets. On January 13, 2022, Tritium announced that it completed a business combination with Decarbonization Plus Acquisition Corporation II to make Tritium a publicly listed company on NASDAQ under the symbol “DCFC.” As Tritium is now publicly traded, the Company records its investment at fair value in Equity securities measured at fair value on the Consolidated Balance Sheets with changes in the value recorded in Unrealized loss on equity securities measured at fair value on the Consolidated and Combined Statements of Earnings and Comprehensive Income and the Consolidated and Combined Statements of Cash Flows. During the year ended December 31, 2022, the Company sold shares of Tritium stock and recognized a loss of $3.1 million which is recorded in Other non-operating (expense) income, net on the Consolidated and Combined Statements of Earnings and Comprehensive Income and Loss on equity investments in the Consolidated and Combined Statements of Cash Flows. Contingent Consideration The fair value of the contingent consideration liabilities relates to payments to previous owners of acquired companies contingent on the achievement of certain revenue targets. The Company records a liability for contingent consideration in the purchase price for acquisitions at fair value on the acquisition date, and remeasures the liability at each reporting date, based on the Company’s estimate of the expected probability of achievement of the contingency targets. This estimate is based on significant unobservable inputs and represents a Level 3 measurement within the fair value hierarchy. Deferred Compensation Certain management employees participate in our nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. All amounts deferred under such plans are unfunded, unsecured obligations and are presented as a component of our compensation and benefits accrual included in Other long-term liabilities in the Consolidated Balance Sheets. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within our defined contribution plans for the benefit of U.S. employees (“401(k) Programs”) (except that the earnings rates for amounts contributed unilaterally by the Company are entirely based on changes in the value of the Company’s common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates. Prior to the Separation, certain of our management employees participated in Fortive’s nonqualified deferred compensation programs with similar terms except that earnings rates for amounts contributed unilaterally by Fortive were entirely based on changes in the value of Fortive’s common stock. In connection with the Separation, the Company established a deferred compensation program which was designed to replicate Fortive’s. Accounts in Fortive’s deferred compensation programs held by Vontier employees at the time of the Separation were converted into accounts in the Vontier deferred compensation program based on the “concentration method” designed to maintain the economic value before and after the Separation date using the relative fair market value of the Fortive and Vontier common stock based on their respective closing prices as of October 8, 2020. Prior to the Separation, the entire value of the Vontier employees’ deferred compensation program accounts in Fortive’s deferred compensation programs was recorded in other long-term liabilities. Upon conversion of these accounts to the Vontier deferred compensation program, $7.6 million of deferred compensation liabilities were reclassified from Other long-term liabilities to Additional paid-in capital, representing the value of the deferred compensation that will ultimately be settled in Vontier common stock. In addition, Fortive retained a liability of approximately $4.9 million of deferred compensation liabilities related to former employees of the Vontier Businesses whose employment terminated prior to the Separation. As a result, the deferred compensation liabilities balances recorded as of December 31, 2022 and 2021 do not include amounts related to such terminated employees. Because this amount had been included in our Combined Balance Sheet prior to the Separation, Fortive’s retention of the liability has been reflected as an adjustment to Former Parent’s investment. These amounts are considered non-cash financing activities for purposes of the Consolidated and Combined Statements of Cash Flows during the year ended December 31, 2020. Non-recurring Fair Value Measurements Certain assets and liabilities are carried on the accompanying Consolidated Balance Sheets at cost and are not remeasured to fair value on a recurring basis. These assets include finite-lived intangible assets, which are tested when a triggering event occurs, and goodwill and identifiable indefinite-lived intangible assets, which are tested for impairment at least annually as of the first day of the fourth quarter or more frequently if events and circumstances indicate that the asset may not be recoverable. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities as of December 31 were as follows: 2022 2021 ($ in millions) Current Long-term Current Long-term Compensation, pension and post-retirement benefits $ 95.1 $ 13.5 $ 112.5 $ 16.3 Claims, including self-insurance and litigation 33.6 82.0 25.9 63.4 Income and other taxes 28.9 24.8 23.0 53.6 Deferred revenue 135.2 48.7 133.7 56.3 Sales and product allowances 39.6 — 47.6 — Warranty 29.7 13.3 33.4 16.0 Other 75.5 31.9 115.9 17.7 Total $ 437.6 $ 214.2 $ 492.0 $ 223.3 Estimated warranty costs are generally accrued at the time of sale. In general, manufactured products are warrantied against defects in material and workmanship when properly used for their intended purpose, installed correctly, and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances, estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known. The following is a rollforward of the accrued warranty liability: ($ in millions) 2022 2021 Accrual for warranties, beginning of year $ 49.4 $ 54.6 Accruals for warranties issued during the year 26.1 34.7 Settlements made (30.9) (40.2) Additions due to acquisition 0.4 0.5 Effect of foreign currency translation (0.6) (0.2) Reclassification to held for sale (1.4) — Accrual for warranties, end of year $ 43.0 $ 49.4 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LEASES The Company determines if an arrangement is or contains a lease at inception. The Company has operating leases for office space, warehouses, distribution centers, research and development facilities, manufacturing locations, and certain equipment, primarily automobiles. For lease agreements with both lease and non-lease components, the Company has elected the practical expedient for all underlying asset classes to account for the lease and related non-lease component(s) as a single lease component. Many leases include one option to renew, some of which include options to extend the lease for up to 15 years, and some of which include options to terminate the leases within one year. Options to renew are included in the measurement of right-of-use assets and lease liabilities if it is determined they are reasonably certain to be exercised. The Company primarily uses its incremental borrowing rate as the discount rate for its leases, as the Company is generally unable to determine the interest rate implicit in the lease. Finance leases were immaterial for the years ended December 31, 2022, 2021 and 2020, respectively. The Consolidated and Combined Financial Statements include the following amounts related to operating leases for the years ended December 31: ($ in millions) 2022 2021 2020 Consolidated and Combined Statements of Earnings and Comprehensive Income Operating lease cost $ 22.6 $ 21.5 $ 22.5 Consolidated and Combined Statements of Cash Flows Cash paid for amounts included in the measurement of operating lease liabilities 20.3 20.5 21.0 Right-of-use assets obtained in exchange for operating lease obligations 13.3 19.8 13.6 Short-term and variable lease cost and sublease income were immaterial for the years ended December 31, 2022, 2021 and 2020, respectively. The weighted average remaining lease term and weighted average discount rate of our operating leases were as follows as of December 31: 2022 2021 Weighted average remaining lease term 4.6 years 5.2 years Weighted average discount rate 4.0 % 2.6 % The following table presents the maturity of our operating lease liabilities as of December 31, 2022: ($ in millions) 2023 $ 14.3 2024 11.5 2025 8.8 2026 6.9 2027 5.1 Thereafter 5.6 Total lease payments 52.2 Less: imputed interest (4.4) Total lease liabilities $ 47.8 As of December 31, 2022, the Company had no material leases that had not yet commenced. |
Financing
Financing | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Financing | FINANCING The Company had the following debt outstanding as of December 31: ($ in millions) 2022 2021 Short-term borrowings: India Credit Facility $ — $ 1.5 Other short-term borrowings and bank overdrafts 4.6 2.2 Total short-term borrowings $ 4.6 $ 3.7 Long-term debt: Two-Year Term Loans due 2023 $ — $ 600.0 Three-Year Term Loans due 2024 400.0 400.0 Three-Year Term Loans due 2025 600.0 — 1.800% senior unsecured notes due 2026 500.0 500.0 2.400% senior unsecured notes due 2028 500.0 500.0 2.950% senior unsecured notes due 2031 600.0 600.0 Revolving Credit Facility due 2026 — — Total long-term debt 2,600.0 2,600.0 Less: discounts and debt issuance costs (14.3) (16.2) Total long-term debt, net $ 2,585.7 $ 2,583.8 Debt issuance costs that have been netted against the aggregate principal amounts of the components of debt in the short-term borrowings section above are immaterial. Given the nature of the short-term borrowings, the carrying value approximates fair value at both December 31, 2022 and 2021. We made interest payments of $67.5 million, $37.1 million and $5.9 million during the years ended December 31, 2022, 2021 and 2020, respectively, related to the Company’s long-term debt. As of December 31, 2022, the contractual maturities of the Company’s long-term debt were as follows: ($ in millions) 2023 $ — 2024 400.0 2025 600.0 2026 500.0 2027 — Thereafter 1,100.0 Total principal payments $ 2,600.0 Credit Facilities A&R Credit Agreement On April 28, 2021 (the “Closing Date”), the Company executed an amended and restated credit agreement (the “A&R Credit Agreement”), which consists of a $400.0 million three-year term loan (the “Three-Year Term Loans Due 2024”) and a $750.0 million Revolving Credit Facility. Two of the Company’s wholly-owned subsidiaries are Guarantors under the A&R Credit Agreement. The A&R Credit Agreement addresses the discontinuation of LIBOR and its impact on U.S. dollar and multicurrency loans. The A&R Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions) and transactions with affiliates. Certain affirmative covenants, including certain reporting requirements and requirements to establish cash dominion accounts with the administrative agent, are triggered by failing to maintain availability under the credit facility at or above specified thresholds or by the existence of an event of default under the facility. The A&R Credit Agreement contains covenants which require a maximum consolidated leverage ratio of 3.75 to 1.0 and a minimum consolidated interest coverage ratio of 3.50 to 1.0. The A&R Credit Agreement contains events of default customary for facilities of this nature, including, but not limited, to: (i) events of default resulting from the Borrowers’ failure or the failure of any credit party to comply with covenants (including the above-referenced financial covenants during periods in which the financial covenants are tested); (ii) the occurrence of a change of control; (iii) the institution of insolvency or similar proceedings against the Borrowers or any credit party; and (iv) the occurrence of a default under any other material indebtedness the Borrowers or any guarantor may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the A&R Credit Agreement, the lenders will be able to declare any outstanding principal balance of our Credit Facility, together with accrued and unpaid interest, to be immediately due and payable and exercise other remedies, including remedies against the collateral, as more particularly specified in the A&R Credit Agreement. As of December 31, 2022, the Company was in compliance with its debt covenants under the A&R Credit Agreement. Three-Year Term Loans Due 2024 The Three-Year Term Loans Due 2024 bear interest at a variable rate equal to LIBOR plus a ratings-based margin which was 112.5 basis points as of December 31, 2022. The interest rate on the $400.0 million of Three-Year Term Loans Due 2024 outstanding as of December 31, 2022 was 5.51% per annum. The Three-Year Term Loans Due 2024 mature on October 28, 2024, and there is no obligation to make repayments prior to the maturity date. The Company is not permitted to re-borrow once the Three-Year Term Loans due 2024 are repaid and there is no further ability to draw on the facility. There was no material difference between the carrying value and the estimated fair value of the debt outstanding. Revolving Credit Facility The Revolving Credit Facility requires the Company to pay lenders a commitment fee for unused commitments of 0.125% to 0.325% based on the ratings grid. As of December 31, 2022, there were no amounts outstanding under the Revolving Credit Facility. The Revolving Credit Facility bears interest at a variable rate equal to LIBOR plus a ratings-based margin which was 117.5 basis points as of December 31, 2022. Two-Year Term Loans Due 2023 On August 5, 2021, the Company entered into a two-year, $600.0 million senior unsecured delayed-draw term loan (the “Two-Year Term Loans Due 2023”) with a syndicate of lenders. The Company’s two wholly-owned subsidiaries which are Guarantors under the A&R Credit Agreement are also Guarantors under the two-year, $600.0 million senior unsecured delayed-draw term loan. On September 13, 2021, the Company drew the entire $600.0 million and used the proceeds to fund the acquisition of DRB. The Two-Year Term Loans Due 2023 were fully repaid on December 30, 2022 utilizing the proceeds of the Three-Year term Loans Due 2025, discussed below. Three-Year Term Loans Due 2025 On October 28, 2022 the Company entered into a three-year, $600.0 million senior unsecured delayed draw term loan (the “Three-Year Term Loans Due 2025”) with a syndicate of lenders. The Company’s two wholly-owned subsidiaries which are Guarantors under the A&R Credit Agreement are also Guarantors under the three-year, $600.0 million senior unsecured delayed-draw term loan. On December 30, 2022, the Company drew the entire $600.0 million and used the proceeds to pay off the existing Two-Year Term Loans Due 2023. The Three-Year Term Loans Due 2025 bear interest at a variable rate equal to SOFR plus a 10.0 basis points credit spread adjustment plus a ratings based margin which was 125.0 basis points as of December 31, 2022. The interest rate on the Three-Year Term Loans outstanding as of December 31, 2022 was 5.67% per annum. The Three-Year Term Loans Due 2025 mature on December 30, 2025 and the Company is not obligated to make repayments prior to the maturity date. The Company is not permitted to re-borrow once the Three-Year Term Loans Due 2025 are repaid and there is no further ability to draw on the facility. As of December 31, 2022, there was no material difference between the carrying value and the estimated fair value of the debt outstanding. The Three-Year Term Loans Due 2025 require, among others, that the Company maintains certain financial covenants, and the Company was in compliance with all of these covenants as of December 31, 2022. Senior Unsecured Notes On March 10, 2021, the Company completed the private placement of each of the following series of senior unsecured notes (collectively, the “Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act: • $500.0 million aggregate principal amount of senior notes due April 1, 2026 (the “2026 Notes”) issued at 99.855% of their principal amount and bearing interest at the rate of 1.800% per year; • $500.0 million aggregate principal amount of senior notes due April 1, 2028 (the “2028 Notes”) issued at 99.703% of their principal amount and bearing interest at the rate of 2.400% per year; and • $600.0 million aggregate principal amount of senior notes due April 1, 2031 the (the “2031 Notes”) issued at 99.791% of their principal amount and bearing interest at the rate of 2.950% per year. The Company received approximately $1.6 billion in net proceeds from the issuance of the Notes, which was partially offset by discounts of $3.5 million and debt issuance costs of $13.9 million. The Company used the net proceeds to repay $1.4 billion of debt with the remainder used for working capital and other general corporate purposes. In connection with the issuance of the Notes, the Company entered into a registration rights agreement, pursuant to which the Company is obligated to use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission, and cause to be declared effective within 365 days, a registration statement with respect to an offer to exchange (the “Registered Exchange Offer”) each series of Notes for registered notes with terms that are substantially identical to the Notes of each series. The Registered Exchange Offer was completed on January 18, 2022. Substantially all of the Notes were tendered and exchanged for the corresponding Registered Notes in the Registered Exchange Offer. The Registered Notes are fully and unconditionally guaranteed (the “Guarantees”), on a joint and several basis, by Gilbarco Inc. and Matco Tools Corporation, two of Vontier’s wholly-owned subsidiaries (the “Guarantors”). Interest on the Registered Notes is payable semi-annually in arrears on April 1 and October 1 of each year, and commenced on October 1, 2021. The Registered Notes and the Guarantees are the Company’s and the Guarantors’ general senior unsecured obligations. The Company may redeem some or all of each series of the Registered Notes at any time prior to the dates specified in the Registered Notes indenture (the “Call Dates”) at a redemption price equal to the greater of (i) 100% of the principal amount of the Registered Notes of such series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such series of the Registered Notes to be redeemed discounted to the date of redemption on a semi-annual basis at the applicable Treasury Rate plus 20 basis points in the case of the 2026 Notes and 2028 Notes and plus 25 basis points in the case of the 2031 Notes, plus the accrued and unpaid interest. Call dates for the 2026 Notes, 2028 Notes and 2031 Notes are March 1, 2026, February 1, 2028 and January 1, 2031, respectively. If a change of control triggering event occurs, the Company will, in certain circumstances, be required to make an offer to repurchase the Registered Notes at a purchase price equal to 101% of the aggregate 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 the Company’s operations and as of December 31, 2022 the Company was in compliance with all of the covenants under the Registered Notes. The estimated fair value of the Registered Notes was $1.2 billion as of December 31, 2022. The fair value of the Registered Notes was determined based upon Level 2 inputs including indicative prices based upon observable market data. The difference between the fair value and the carrying amounts of the Registered Notes may be attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. Short-term Borrowings India Credit Facility The Company has a credit facility with Citibank, N.A. with borrowing capacity of up to 850.0 million Indian Rupees (or $10.3 million as of December 31, 2022) to facilitate working capital needs for certain businesses in India. As of December 31, 2022, the Company had no borrowings outstanding and $10.3 million of borrowing capacity remaining. Other As of December 31, 2022, certain of our businesses were in a cash overdraft position, and such overdrafts are included in Short-term borrowings on the Consolidated Balance Sheet. Additionally, the Company has other short-term borrowing arrangements with various banks to facilitate short-term cash flow requirements in certain countries which are included in Short-term borrowings on the Consolidated Balance Sheets. Interest payments associated with the above short-term borrowings were not significant for the years ended December 31, 2022, 2021 and 2020. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS Defined Benefit Pension Plans Certain employees participate in noncontributory defined benefit pension plans. In general, the Company’s policy is to fund these plans based on considerations relating to legal requirements, underlying asset returns, the plan’s funded status, the anticipated deductibility of the contribution, local practices, market conditions, interest rates and other factors. The pension benefit obligations of the Company’s plans were $14.6 million and $18.7 million as of December 31, 2022 and 2021, respectively. The fair value of the plan assets was $7.6 million and $9.1 million as of December 31, 2022 and 2021, respectively, and include the use of Level 1 and Level 2 inputs in determining the fair value. As of December 31, 2022 and 2021, the underfunded status of the plans was $7.0 million and $9.6 million, respectively, and was included in Accrued expenses and other current liabilities and Other long-term liabilities in the Consolidated Balance Sheets. The assumptions used in calculating the benefit obligations for the plans are dependent on the local economic conditions and were measured as of December 31, 2022 and 2021. The net periodic benefit costs were $0.7 million, $0.6 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Defined Contribution Plans The Company administers and maintains 401(k) Programs. Contributions are determined based on a percentage of compensation. For the years ended December 31, 2022, 2021 and 2020, compensation expense for participating U.S. employees in the 401(k) Programs was $41.0 million, $40.0 million and $39.5 million, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | ACCUMULATED OTHER COMPREHENSIVE INCOME Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. The changes in accumulated other comprehensive income by component are summarized below: ($ in millions) Foreign currency translation adjustments Other adjustments (b) Total Balance, January 1, 2020 $ 153.7 $ (5.0) $ 148.7 Other comprehensive income before reclassifications, net of income taxes 44.6 — 44.6 Amounts reclassified from accumulated other comprehensive income: Increase — 0.5 (a) 0.5 Amounts reclassified from accumulated other comprehensive income, net of income taxes — 0.5 0.5 Net current period other comprehensive income, net of income taxes 44.6 0.5 45.1 Balance, December 31, 2020 $ 198.3 $ (4.5) $ 193.8 Other comprehensive loss before reclassifications, net of income taxes (13.4) — (13.4) Amounts reclassified from accumulated other comprehensive income: Increase — 1.9 (a) 1.9 Income tax impact — (0.6) (0.6) Amounts reclassified from accumulated other comprehensive income, net of income taxes — 1.3 1.3 Net current period other comprehensive (loss) income, net of income taxes (13.4) 1.3 (12.1) Balance, December 31, 2021 $ 184.9 $ (3.2) $ 181.7 Other comprehensive loss before reclassifications, net of income taxes (77.1) — (77.1) Amounts reclassified from accumulated other comprehensive income: Increase — 2.0 (a) 2.0 Income tax impact — (0.5) (0.5) Amounts reclassified from accumulated other comprehensive income, net of income taxes — 1.5 1.5 Net current period other comprehensive (loss) income, net of income taxes (77.1) 1.5 (75.6) Balance, December 31, 2022 $ 107.8 $ (1.7) $ 106.1 (a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost. (b) Includes balances relating to defined benefit plans and supplemental executive retirement plans |
Sales
Sales | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Sales | SALES Refer to a discussion of the Company’s significant accounting policies regarding sales in Note 2. Basis of Presentation and Summary of Significant Accounting Policies. Contract Assets In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $12.3 million and $10.4 million as of December 31, 2022 and 2021, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. Contract Costs The Company incurs direct incremental costs to obtain certain contracts, typically sales-related commissions and costs associated with assets used by customers in certain service arrangements. As of December 31, 2022 and 2021, the Company had $88.6 million and $78.4 million, respectively, in net revenue-related capitalized contract costs primarily related to assets used by our customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Balance Sheets. These assets have estimated useful lives between 3 and 5 years and are amortized on a straight-line basis. Total expense related to net revenue-related capitalized contract costs was $34.6 million, $39.2 million and $46.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Impairment losses recognized on our revenue-related capitalized contract costs were insignificant during the years ended December 31, 2022, 2021 and 2020. Contract Liabilities The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, PCS and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheets. The Company’s contract liabilities consisted of the following as of December 31: ($ in millions) 2022 2021 Deferred revenue, current $ 135.2 $ 133.7 Deferred revenue, noncurrent 48.7 56.3 Total contract liabilities $ 183.9 $ 190.0 During the year ended December 31, 2022, the Company recognized $100.5 million of revenue related to the Company’s contract liabilities as of January 1, 2022. The change in contract liabilities from December 31, 2021 to December 31, 2022 was primarily due to the timing of cash receipts and sales of PCS and extended warranty services as well as the impact of current year acquisitions. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm, noncancelable orders and the annual contract value for software-as-a-service contracts, with expected customer delivery dates beyond one year from December 31, 2022 for which work has not been performed. The Company has excluded performance obligations with an original expected duration of one year or less. Remaining performance obligations as of December 31, 2022 are $369.7 million, the majority of which are related to the annual contract value for software-as-a-service contracts. The Company expects approximately 35 percent of the remaining performance obligations will be fulfilled within the next two years, 65 percent within the next three years, and substantially all within four years. Disaggregation of Revenue Revenue from contracts with customers are disaggregated by sales of products and services, geographic location, solution and major product group, as these best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Disaggregation of revenue was as follows for the years ended December 31: ($ in millions) 2022 2021 2020 Sales: Sales of products $ 2,874.3 $ 2,712.7 $ 2,459.9 Sales of services 310.1 278.0 244.7 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 Geographic: North America (a) $ 2,383.0 $ 2,131.1 $ 1,898.3 Western Europe 242.6 266.1 255.7 High-growth markets 419.1 454.1 432.9 Rest of world 139.7 139.4 117.7 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 Solution: Retail fueling hardware $ 854.5 $ 879.9 $ 822.9 Auto repair 646.1 634.4 526.9 Service and other recurring revenue 474.2 484.8 445.3 Environmental 288.6 272.6 235.7 Retail solutions 610.6 416.8 375.9 Software-as-a-service 175.1 185.2 181.6 Alternative energy 86.7 64.8 68.1 Smart cities 39.3 37.6 32.4 Other 9.3 14.6 15.8 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 Major Product Group: Mobility technologies $ 2,440.5 $ 2,258.6 $ 2,087.5 Diagnostics and repair technologies 743.9 732.1 617.1 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 (a) Includes sales in the United States of $2,280.3 million, $2,056.9 million, and $1,843.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Separation from Fortive Prior to the Separation, the Company’s operating results were included in Fortive’s various consolidated U.S. federal and certain state income tax returns, as well as certain non-U.S. returns. For periods prior to the Separation, the combined financial statements reflect income tax expense and deferred tax balances as if tax returns were filed on a standalone basis separate from Fortive. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone enterprise for the periods prior to the Separation. In connection with the Separation, the Company entered into agreements with Fortive, including a Tax Matters Agreement. The Tax Matters Agreement distinguishes between the treatment of tax matters for “joint” filings compared to “separate” filings prior to the Separation. “Joint” filings are returns, such as the United States federal return, that include operations from both Fortive legal entities and the Company. By contrast, “separate” filings are tax returns (primarily U.S. state returns and non-U.S. returns), that exclusively include either Fortive’s or the Company’s operations, respectively. In accordance with the Tax Matters Agreement, the Company is liable for and has indemnified Fortive against all income tax liabilities involving “separate” filings for periods prior to the Separation. Earnings and Income Taxes Earnings (losses) before income taxes for the years ended December 31 were as follows: ($ in millions) 2022 2021 2020 United States $ 552.4 $ 506.8 $ 496.8 Non-U.S. (25.0) 27.2 (36.5) Total $ 527.4 $ 534.0 $ 460.3 The provision (benefit) for income taxes for the years ended December 31 were as follows: ($ in millions) 2022 2021 2020 Current: Federal U.S. $ 127.1 $ 122.2 $ 122.9 Non-U.S. 14.4 15.5 19.8 State and local 28.1 29.0 18.4 Deferred: Federal U.S. (26.3) (32.8) (33.3) Non-U.S. (15.5) (10.2) (8.4) State and local (1.7) (2.7) (1.1) Income tax provision $ 126.1 $ 121.0 $ 118.3 Deferred Tax Assets and Liabilities All deferred tax assets and liabilities have been classified as noncurrent and are included in Other assets and Other long-term liabilities in the accompanying Consolidated Balance Sheets. Deferred income tax assets and liabilities as of December 31 were as follows: ($ in millions) 2022 2021 Deferred tax assets: Allowance for credit losses $ 23.7 $ 26.2 Operating lease liabilities 11.7 12.0 Inventories 15.8 8.6 Pension benefits 1.7 1.6 Other accruals and prepayments 42.6 31.5 Deferred revenue 16.0 15.3 Warranty services 9.5 10.8 Stock-based compensation expense 6.8 7.4 Tax credit and loss carryforwards 50.8 39.0 Other 5.0 2.5 Valuation allowances (26.8) (23.0) Total deferred tax assets 156.8 131.9 Deferred tax liabilities: Property, plant and equipment (4.5) (8.5) Operating lease right-of-use assets (10.4) (11.1) Insurance, including self-insurance (6.5) (16.0) Goodwill and other intangibles (105.4) (107.3) Other (3.3) (5.8) Total deferred tax liabilities (130.1) (148.7) Net deferred tax asset (liability) $ 26.7 $ (16.8) Applying the valuation allowance methodology discussed in Note 2. Basis of Presentation and Summary of Significant Accounting Policies, valuation allowances have been established for certain deferred income tax assets to the extent they are not expected to be realized within the particular tax carryforward period. The Company’s valuation allowance increased by $3.8 million during the current year. As of December 31, 2022, the Company has federal, various state, and foreign net operating losses in the amounts of $1.6 million, $45.4 million, and $220.8 million, respectively. These net operating loss carryforwards have various expiration periods beginning in 2022, including some with no expiration. Effective Income Tax Rate The effective income tax rate for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows: Percentage of Pretax Earnings 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % Increase (decrease) in tax rate resulting from: State income taxes (net of federal income tax benefit) 4.0 % 3.9 % 3.1 % Non-U.S. income taxed at different rate than U.S. statutory rate 0.7 % 0.7 % 4.0 % Foreign derived intangible income taxation (1.4) % (1.5) % (1.6) % Nontaxable income (0.9) % (1.0) % (3.3) % Uncertain tax positions 0.3 % 0.2 % 1.5 % Tax credits (1.3) % (1.0) % (0.7) % Goodwill impairment — % — % 1.1 % Other 1.5 % 0.4 % 0.6 % Effective income tax rate 23.9 % 22.7 % 25.7 % Our effective tax rate for 2022, 2021, and 2020 differs from the U.S. federal statutory rate of 21.0% due primarily to the effect of state taxes, foreign derived intangible income, and foreign taxable earnings at a rate different from the U.S. federal statutory rate. Additionally, there was a favorable impact related to non-taxable income. We made income tax payments of $167.2 million and $218.3 million during the years ended December 31, 2022 and 2021, respectively, and $4.6 million from the date of the Separation to December 31, 2020. Prior to the Separation, we did not make any income tax payments related to “joint” tax returns as these liabilities were the responsibility of Fortive. Vontier did make income tax payments related to “separate” tax returns for which it was responsible. Unrecognized Tax Benefits As of December 31, 2022, gross unrecognized tax benefits were $14.0 million ($15.7 million total, including $2.0 million associated with interest and penalties, and net of the impact of $0.3 million of indirect tax benefits). As of December 31, 2021, gross unrecognized tax benefits were $14.1 million ($15.5 million total, including $1.8 million associated with interest and penalties, and net of the impact of $0.4 million of indirect tax benefits). The Company recognized approximately $1.1 million, $0.3 million, and $0.3 million in potential interest and penalties associated with uncertain tax positions during the years ended December 31, 2022, 2021, and 2020, respectively. To the extent taxes are not assessed with respect to uncertain tax positions, substantially all amounts accrued (including interest and penalties and net of indirect offsets) will be reduced and reflected as a reduction of the overall income tax provision. Unrecognized tax benefits and associated accrued interest and penalties are included in the income tax provision. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding amounts accrued for potential interest and penalties, is as follows as of December 31: ($ in millions) 2022 2021 2020 Unrecognized tax benefits, beginning of year $ 14.1 $ 17.4 $ 14.5 Additions based on tax positions related to the current year 1.0 2.7 8.5 Additions for tax positions of prior years 1.2 0.2 0.5 Reductions for tax positions of prior years (1.1) (2.9) (0.6) Lapse of statute of limitations — — (0.3) Settlements (0.9) (2.9) (2.1) Effect of foreign currency translation (0.3) (0.4) 0.3 Separation-related adjustments — — (3.4) Unrecognized tax benefits, end of year $ 14.0 $ 14.1 $ 17.4 The Company is routinely examined by various domestic and international taxing authorities. The amount of income taxes paid is subject to audit by federal, state and foreign tax authorities, which may result in proposed assessments. The Company is subject to examination in the United States, various states and foreign jurisdictions. In accordance with the Tax Matters Agreement with Fortive, the Company is liable for taxes arising from examinations of the following: (i) the Company’s initial U.S. federal taxable year which includes the post-separation period; (ii) separate company state tax returns for all periods; (iii) joint state tax returns for the post-separation period; (iv) international separate company returns for all periods; and (v) joint international tax returns that include only Vontier legal entities for all periods. Global tax positions are reviewed on a quarterly basis. Based on these reviews, the results of discussions and resolutions of matters with certain tax authorities, tax rulings and court decisions and the expiration of statutes of limitations reserves for contingent tax liabilities are accrued or adjusted as necessary. The Company does not believe that the total amount of unrecognized tax benefits will change by a material amount within the next 12 months due to the settlement of audits and expirations of statutes of limitations. Pursuant to U.S. tax law, the Company’s initial U.S. federal income tax return for the post-separation period was filed in October 2021. The Company filed its first full year U.S. federal income tax return for 2021 with the Internal Revenue Service (“IRS”) in October 2022. The IRS has not yet begun examination of the Company. The Company remains subject to tax audit for its separate company tax returns in various U.S. states for the tax years 2011 to 2021. Operations in certain foreign jurisdictions remain subject to routine examination for the tax years 2009 to 2021. Repatriation and Unremitted Earnings As of December 31, 2022, the Company’s undistributed earnings of its foreign subsidiaries are intended to be permanently reinvested in non-U.S. operations. The operating plans, budgets and forecasts, and long-term and short-term financial requirements of the parent company and the subsidiaries indicate that there is no current or known future need to distribute cash from foreign subsidiaries for any purpose. Therefore, no deferred taxes have been recorded. A determination of the amount of the unrecognized deferred tax liability related to these undistributed earnings is not practicable due to the complexity and variety of assumptions necessary based on the manner in which the undistributed earnings would be repatriated. |
Restructuring and Other Related
Restructuring and Other Related Charges | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Related Charges | RESTRUCTURING AND OTHER RELATED CHARGES Restructuring and other related charges for the years ended December 31 were as follows: ($ in millions) 2022 2021 2020 Employee severance related $ 10.6 $ 11.5 $ 4.9 Facility exit and other related 0.9 1.6 — Total restructuring and other related charges $ 11.5 $ 13.1 $ 4.9 Substantially all restructuring activities initiated in 2022 were completed by December 31, 2022. We expect substantially all cash payments associated with remaining termination benefits recorded in 2022 will be paid during 2023. Substantially all planned restructuring activities related to the 2021 and 2020 plans have been completed. The nature of restructuring and related activities initiated in the years ended December 31, 2022, 2021 and 2020 focused on improvements in operational efficiency through targeted workforce reductions and facility consolidations and closures. We incurred these costs to provide superior products and services to our customers in a cost efficient manner, and taking into consideration broad economic uncertainties. The table below summarizes the accrual balance and utilization by type of restructuring cost associated with our restructuring actions: ($ in millions) Balance as of January 1, 2021 Costs Incurred Paid / Settled Balance as of December 31, 2021 Costs Incurred Paid / Settled Balance as of December 31, 2022 Employee severance and related $ 3.3 $ 11.5 $ (10.0) $ 4.8 $ 10.6 $ (13.9) $ 1.5 Facility exit and other related — 1.6 (0.5) 1.1 0.9 (0.9) 1.1 Total $ 3.3 $ 13.1 $ (10.5) $ 5.9 $ 11.5 $ (14.8) $ 2.6 The restructuring and other related charges incurred during the years ended December 31, 2022, 2021 and 2020 were cash charges. These charges are reflected in the following captions in the accompanying Consolidated and Combined Statements of Earnings and Comprehensive Income for the years ended December 31: ($ in millions) 2022 2021 2020 Cost of sales $ 3.2 $ 2.5 $ 0.2 Selling, general and administrative expenses 8.3 10.6 4.7 Total $ 11.5 $ 13.1 $ 4.9 |
Litigation and Contingencies
Litigation and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Contingencies | LITIGATION AND CONTINGENCIES Litigation and Other Contingencies The Company is, from time to time, subject to a variety of litigation and other proceedings incidental to its business, including lawsuits involving claims for damages arising out of the use of its products, software and services; claims relating to intellectual property matters, employment matters, commercial disputes, product liability (including asbestos exposure claims) and personal injury; as well as regulatory investigations or enforcement. The Company may also become subject to lawsuits as a result of past or future acquisitions, or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with divested businesses. Some of these lawsuits may include claims for punitive and consequential as well as compensatory damages. Based upon experience, current information and applicable law, the Company does not believe that these proceedings and claims will have a material adverse effect on its financial position, results of operations or cash flows. In accordance with accounting guidance, the Company records a liability in the Consolidated and Combined Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible and a loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed. The Company’s reserves consist of specific reserves for individual claims and additional amounts for anticipated developments of these claims as well as for incurred but not yet reported claims. The specific reserves for individual known claims are quantified with the assistance of legal counsel and outside risk insurance professionals where appropriate. In addition, outside risk insurance professionals may assist in the determination of reserves for incurred but not yet reported claims through evaluation of our specific loss history, actual claims reported, and industry trends among statistical and other factors. Reserve estimates are adjusted as additional information regarding a claim becomes known. While the Company actively pursues financial recoveries from insurance providers, the Company does not recognize any recoveries until realized or until such time as a sustained pattern of collections is established related to historical matters of a similar nature and magnitude. If the risk insurance reserves the Company has established are inadequate, the Company would be required to incur an expense equal to the amount of the loss incurred in excess of the reserves, which would adversely affect the Company’s net earnings. In connection with the recognition of liabilities for asbestos-related matters, the Company records insurance recoveries that are deemed probable and estimable. In assessing the probability of insurance recovery, the Company makes judgments concerning insurance coverage that it believes are reasonable and consistent with its historical dealings, knowledge of any pertinent solvency issues surrounding insurers, and litigation and court rulings potentially impacting coverage. While the substantial majority of the Company’s insurance carriers are solvent, some of our individual carriers are insolvent, which has been considered in the analysis of probable recoveries. Projecting future events is subject to various uncertainties, including litigation and court rulings potentially impacting coverage, that could cause insurance recoveries on asbestos-related liabilities to be higher or lower than those projected and recorded. Given the inherent uncertainty in making future projections, the Company reevaluates projections concerning the Company’s probable insurance recoveries considering any changes to the projected liabilities, the Company’s recovery experience or other relevant factors that may impact future insurance recoveries. Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of December 31: ($ in millions) Classification 2022 2021 Gross liabilities Current Accrued expenses and other current liabilities $ 27.1 $ 21.5 Long-term Other long-term liabilities 78.1 57.5 Total 105.2 79.0 Projected insurance recoveries Current Prepaid expenses and other current assets 21.2 14.8 Long-term Other assets 47.4 30.2 Total $ 68.6 $ 45.0 Guarantees As of December 31, 2022 and 2021, the Company had guarantees consisting primarily of outstanding standby letters of credit, bank guarantees, and performance and bid bonds of $84.0 million and $92.6 million, respectively. These guarantees have been provided in connection with certain arrangements with vendors, customers, financing counterparties, and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions. The Company believes that if the obligations under these instruments were triggered, they would not have a material effect on the financial statements. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | STOCK-BASED COMPENSATION The Company had no stock-based compensation plans prior to the Separation, however, certain employees participated in the Fortive Plans, which provided for the grants of stock options and RSUs. Prior to the Separation, Fortive allocated stock-based compensation expense to the Company based on Vontier employees participating in the Fortive Plans. This is reflected in the accompanying Consolidated and Combined Statements of Earnings and Comprehensive Income for the period prior to the Separation. In connection with the Separation and the related employee matters agreement, the Company adopted the 2020 Stock Incentive Plan (the “Stock Plan”) that became effective upon the Separation. Outstanding equity awards of Fortive held by our employees at the separation date (the “Converted Awards”) were converted into or replaced with Vontier equity awards (the “Conversion Awards”) under the Stock Plan based on the “concentration method,” and were adjusted to maintain the economic value immediately before and after the distribution date using the relative fair market value of Fortive common stock based on the Fortive “regular-way” close price as of October 8, 2020 and the Vontier “when-issued” trading price as of October 8, 2020. Other than replacement equity awards of Vontier issued in replacement of Fortive’s restricted stock units and stock options, the terms of the converted or replacement equity awards of Vontier (e.g., vesting date and expiration date) continued unchanged. Incremental stock-based compensation expense recorded as a result of this equity award conversion was $2.0 million and is recognized over the remaining service period. The Stock Plan provides for the grant of stock appreciation rights, RSUs, PSUs, performance based restricted stock awards (“RSAs”) and performance stock awards (collectively, “Stock Awards”), stock options or any other stock-based award. A total of 17.0 million shares of the Company’s common stock have been authorized for issuance under the Stock Plan and as of December 31, 2022, approximately 9.9 million shares remain available for issuance under the Stock Plan. Stock options under the Stock Plan generally vest pro rata over a five-year period and terminate 10 years from the grant date, though the specific terms of e ach grant are determined by the Compensation Committee of our Board of Directors. The Company’s executive officers, certain other employees and non-employee directors may be awarded stock options with different vesting criteria. Exercise prices for stock options granted under the Stock Plan were equal to the closing price of Vontier’s common stock on the NYSE on the date of grant, while stock options issued as Conversion Awards were priced to maintain the economic value before and after the Separation. RSUs granted to employees under the Stock Plan generally provide for time-based vesting over three years or five years, although certain employees may be awarded RSUs with different time-based vesting criteria. RSUs granted to non-employee directors under the Stock Plan vest on the earlier of the first anniversary of the grant date or the date of, and immediately prior to, the next annual meeting of stockholders following the grant date. Prior to vesting, RSUs granted under the Stock Plan do not have dividend equivalent rights, do not have voting rights and the shares underlying the RSUs are not considered issued or outstanding. PSUs granted under the Stock Plan during the year ended December 31, 2022 vest based on cumulative earnings per share, modified by the Company’s total shareholder return relative to the S&P 500 Index, over a three-year performance period. PSUs granted under the Stock Plan during the years ended December 31, 2021 and 2020 vest based on the Company’s total shareholder return ranking relative to the S&P 500 Index over a performance period. Stock awards generally vest only if the employee is employed (or in the case of directors, the director continues to serve on the Board) on the vesting date. To cover the exercise of stock options and vesting of RSUs and PSUs, the Company generally issues shares authorized but previously unissued. Stock-based Compensation Expense Stock-based compensation has been recognized as a component of Selling, general and administrative expense in the accompanying Consolidated and Combined Statements of Earnings and Comprehensive Income. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. Pre-vesting forfeitures are estimated at the time of grant by analyzing historical data and are revised in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense related to stock options, restricted stock units and performance stock units was $24.3 million, $25.5 million and $22.5 million during the years ended December 31, 2022, 2021 and 2020, respectively, which was reduced by the related tax benefit of $3.7 million, $4.0 million and $4.1 million, respectively. The following summarizes the unrecognized compensation cost for the Stock Plan awards as of December 31, 2022. This compensation cost is expected to be recognized over a weighted average period of approximately 1.8 years, representing the remaining service period related to the awards. Future compensation amounts will be adjusted for any changes in estimated forfeitures: ($ in millions) Stock Awards $ 33.2 Stock options 2.8 Total unrecognized compensation cost $ 36.0 Stock Options The following summarizes option activity under the Stock Plan and the Fortive Plans for the years ended December 31, 2022, 2021 and 2020 (in thousands, except price per share and numbers of years): Options (b) Weighted Average Exercise Price (b) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of January 1, 2020 1,754 $ 53.74 Granted 815 Exercised (360) Canceled/forfeited (80) Aggregate impact of conversion related to the Separation (a) 2,406 Outstanding as of December 31, 2020 4,535 27.17 Granted 44 31.48 Exercised (385) 19.53 Canceled/forfeited (249) 30.34 Outstanding as of December 31, 2021 3,945 27.77 Granted — — Exercised (152) 16.14 Canceled/forfeited (530) 29.88 Outstanding as of December 31, 2022 3,263 27.97 4.9 $ 1,652 Vested and expected to vest as of December 31, 2022 3,128 27.83 4.8 1,652 Exercisable as of December 31, 2022 2,376 $ 26.69 4.3 $ 1,652 (a) The “Aggregate impact of conversion related to the Separation” represents the additional stock options issued as a result of the Separation by applying the “concentration method” to convert employee options based on the ratio of the fair value of Fortive and Vontier common stock calculated using the closing prices as of October 8, 2020. (b) The options and weighted average exercise price for the periods prior to the Separation are pre-impact of the modification of the awards related to the Separation. The weighted average exercise price of stock options granted, exercised and canceled/forfeited is not included in the table above for the full year ended December 31, 2020 as activity during this period included the Conversion Awards. The weighted average exercise price of Vontier stock options granted, exercised and canceled/forfeited for the period after separation until December 31, 2020 was $33.51, $18.70, and $30.10, respectively. The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes model for service condition awards with the following weighted average assumptions for the years ended December 31, 2021 and 2020. There were no options granted during the year ended December 31, 2022. 2021 2020 Risk-free interest rate 0.97 % 0.42 % Volatility 28.8 % 27.2 % Dividend yield — % — % Expected years until exercise 6.5 6.5 Weighted average fair value at date of grant $ 9.75 $ 9.95 The total fair value of options vested during the years ended December 31, 2022, 2021 and 2020 was $2.2 million, $1.8 million and $2.8 million, respectively. Options outstanding as of December 31, 2022 are summarized below (in millions; except price per share and numbers of years): Outstanding Vested Exercise Price Number of Options Average Exercise Price Average Remaining Life (in years) Number of Options Average Exercise Price $12.19 - $17.43 0.5 $ 16.39 2.2 0.5 $ 16.39 $17.44 - $23.46 0.4 21.64 3.9 0.4 21.58 $23.47 - $29.34 0.2 28.87 6.3 0.1 28.73 $29.35 - $31.46 1.7 31.35 5.4 1.1 31.33 $31.47 - $33.66 0.5 $ 33.40 6.2 0.3 $ 33.43 Total shares 3.3 2.4 The following summarizes aggregate intrinsic value and cash receipts related to stock option exercise activity under the Stock Plan and the Fortive Plans for the years ended December 31: ($ in millions) 2022 2021 2020 Aggregate intrinsic value of stock options exercised $ 1.0 $ 5.4 $ 9.6 Cash receipts from stock options exercised (a) 1.8 7.4 9.4 (a) Cash receipts prior to the Separation were recorded as an increase to Former Parent's investment. This amount was $7.6 million during the year ended December 31, 2020. Stock Awards The following summarizes information related to Stock Award activity under the Stock Plan and the Fortive Plans for the years ended December 31, 2022, 2021 and 2020 (in thousands; except price per share): Number of Stock Awards (b) Weighted Average Grant-Date Fair Value (b) Unvested as of January 1, 2020 319 $ 62.00 Granted 593 Vested (96) Forfeited (26) Aggregate impact of conversion related to the Separation (a) 592 Unvested as of December 31, 2020 1,382 Granted 942 33.43 Vested (403) 29.82 Forfeited (158) 31.64 Unvested as of December 31, 2021 1,763 32.44 Granted 1,422 23.60 Vested (573) 31.29 Forfeited (427) 29.15 Unvested as of December 31, 2022 2,185 $ 27.39 (a) The “Aggregate impact of conversion related to the Separation” represents the additional Stock Awards issued as a result of the Separation by applying the “concentration method” to convert Stock Awards based on the ratio of the fair value of Fortive and Vontier common stock calculated using the closing prices as of October 8, 2020. (b) The awards and weighted average grant-date fair value for the periods prior to the Separation are pre-impact of the modification of the awards related to the Separation. PSUs are included at target. The weighted average grant date fair value of Stock Awards granted, vested, and forfeited is not included in the table above for the full year ended December 31, 2020 as activity during this period included the conversion of Stock Awards under the Fortive Plans into awards under the Stock Plan. The weighted average fair value of Stock Awards granted, vested, and forfeited during the period after separation until December 31, 2020 was $33.64, $28.49, and $29.76, respectively. |
Capital Stock and Earnings Per
Capital Stock and Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Capital Stock and Earnings Per Share | CAPITAL STOCK AND EARNINGS PER SHARE Capital Stock The Company’s authorized capital stock consists of 2.0 billion shares of common stock, par value $0.0001 per share, and 15.0 million shares of preferred stock with no par value, with all shares of preferred stock undesignated. On September 28, 2020, Vontier filed a certificate of amendment to the Certificate of Incorporation of Vontier (the “Split Amendment”) with the Secretary of State of the State of Delaware, which became effective as of such date. The Split Amendment effected a stock split whereby each share of Vontier common stock issued and outstanding immediately prior to the Split Amendment was converted into 168,378.946 shares in order to provide sufficient capitalization of Vontier to enable Fortive to complete the Distribution and retain a 19.9% interest in the remaining shares of common stock of Vontier. All per share amounts in the Consolidated and Combined Statements of Earnings and Comprehensive Income have been retroactively adjusted to give effect to this recapitalization. On October 9, 2020, Fortive distributed 80.1% of Vontier’s outstanding common stock to its stockholders. In January 2021, Fortive sold a total of 33.5 million shares of the Company’s common stock as part of a secondary offering. After the secondary offering, Fortive no longer owned any of the Company’s outstanding common stock. Refer to Note 1. Business Overview for additional information. Each share of Vontier common stock entitles the holder to one vote on all matters to be voted upon by common stockholders. Vontier’s Board of Directors (the “Board”) is authorized to issue shares of preferred stock in one or more series and has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Board’s authority to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of the common stock, could potentially discourage attempts by third parties to obtain control of Vontier through certain types of takeover practices. Earnings Per Share Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of the assumed issuance of shares under stock-based compensation plans, determined using the treasury-stock method, except where the inclusion of such shares would have an anti-dilutive impact. The total number of shares outstanding, including the impact of the Split Amendment, on October 9, 2020 was 168,378,946 which is being utilized for the calculation of both basic and diluted earnings per share for the year ended December 31, 2020 as no Vontier common stock equivalents were outstanding prior to October 9, 2020. Information related to the calculation of net earnings per share of common stock is summarized as follows: Year Ended December 31 ($ and shares in millions, except per share amounts) 2022 2021 2020 Numerator: Net earnings $ 401.3 $ 413.0 $ 342.0 Denominator: Basic weighted average common shares outstanding 160.5 169.0 168.4 Effect of dilutive stock options and RSUs 0.5 1.1 1.0 Diluted weighted average common shares outstanding 161.0 170.1 169.4 Earnings per share: Basic $ 2.50 $ 2.44 $ 2.03 Diluted $ 2.49 $ 2.43 $ 2.02 Anti-dilutive shares 3.3 2.5 2.7 Share Repurchase Program In February 2022, the Company entered into an accelerated share repurchase agreement (“ASR”) with a third-party financial institution whereupon the Company provided a prepayment of $250.0 million and received an initial delivery of 8.2 million shares of the Company’s common stock. The Company received an additional 1.8 million shares of its common stock as the final settlement of the ASR during the second fiscal quarter of 2022. In total, the Company repurchased 10.0 million shares under the ASR at an average price of $25.11 per share. On May 24, 2022, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021, bringing the total amount authorized for future share repurchases back up to $500.0 million. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date. During the year ended December 31, 2022, the Company repurchased an additional 3.7 million of the Company’s shares for $78.0 million through open market transactions at an average price per share of $20.85. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS In connection with the Separation, the Company entered into the Agreements with Fortive which govern the Separation and provide a framework for the relationship between the parties going forward, including an employee matters agreement, a tax matters agreement, an intellectual property matters agreement, an FBS license agreement and a transition services agreement. Employee Matters Agreement The employee matters agreement sets forth, among other things, the allocation of assets, liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the Separation, including the treatment of outstanding equity and other incentive awards and certain retirement and welfare benefit obligations. Tax Matters Agreement The tax matters agreement governs the respective rights, responsibilities and obligations of both Fortive and Vontier after the Separation with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. Refer to Note 15. Income Taxes for further discussion regarding the tax matters agreement. Intellectual Property Matters Agreement The intellectual property matters agreement sets forth the terms and conditions pursuant to which Fortive and Vontier have mutually granted certain personal, generally irrevocable, non-exclusive, worldwide, and royalty-free rights to use certain intellectual property. Both parties are able to sublicense their rights in connection with activities relating to their businesses, but not for independent use by third parties. FBS License Agreement The FBS license agreement sets forth the terms and conditions pursuant to which Fortive has granted a non-exclusive, worldwide, non-transferable, perpetual license to us to use FBS solely in support of the Company’s businesses. The Company is able to sublicense such license solely to direct and indirect wholly-owned subsidiaries. Transition Services Agreement (“TSA”) The TSA sets forth the terms and conditions pursuant to which Vontier and its subsidiaries and Fortive and its subsidiaries will provide to each other various services after the Separation. The services to be provided include information technology, facilities, certain accounting and other financial functions, and administrative services. The charges for the transition services generally are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services, generally without profit. TSA Payments In accordance with the TSA, receipts from Fortive were insignificant during the years ended December 31, 2022, 2021 and 2020. No payments were made to Fortive during the year ended December 31, 2022. Payments during the year ended December 31, 2021 were $48.5 million, the majority of which related to the Company’s share of the transaction taxes related to the Separation which were accrued but not repaid as of December 31, 2020. During the year ended December 31, 2020, the Company made net payments to Fortive of $13.9 million. Allocations of Expenses Prior to the Separation The Company has historically operated as part of Fortive and not as a stand-alone company. Accordingly, certain shared costs have been allocated to the Company by Fortive, and are reflected as expenses in these financial statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to the Company for purposes of the carve-out financial statements; however, the expenses reflected in the accompanying Consolidated and Combined Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity and the expenses that will be incurred in the future by the Company. Related party expenses allocated to the Company from Fortive and its subsidiaries for the year ended December 31, 2020 were as follows: ($ in millions) 2020 Allocated corporate expenses $ 28.0 Directly attributable expenses: Insurance programs expenses 2.2 Medical insurance programs expenses 31.4 Deferred compensation program expenses 0.9 Total related-party expenses $ 62.5 Corporate Expenses Certain corporate overhead and other shared expenses incurred by Fortive and its subsidiaries have been allocated to the Company and are reflected in the accompanying Consolidated and Combined Statements of Earnings and Comprehensive Income. These amounts include, but are not limited to, items such as general management and executive oversight, costs to support Vontier information technology infrastructure, facilities, compliance, human resources, and marketing, as well as legal functions and financial management and transaction processing, including public company reporting, consolidated tax filings, and tax planning, Fortive benefit plan administration, risk management and consolidated treasury services, certain employee benefits and incentives, and stock-based compensation administration. These costs have been allocated using a methodology that management believes is reasonable for the item being allocated. Allocation methodologies include the Company’s relative share of revenues, headcount, or functional spend as a percentage of the total. Following the Separation, the Company independently incurs corporate overhead costs and no corporate overhead costs were allocated by Fortive. Debt Financing As part of Fortive, the Company engaged in related-party borrowings. There were non-cash settlements of the related-party loan receivables balances that existed during the year ended December 31, 2020. Interest (expense) income, net on related-party transactions was insignificant for the year ended December 31, 2020. Insurance Programs Administered by Fortive In addition to the corporate allocations noted above, prior to the Separation, the Company was allocated expenses related to certain insurance programs Fortive administered on behalf of the Company, including automobile liability, workers’ compensation, general liability, product liability, director’s and officer’s liability, cargo, and property insurance. These amounts were allocated using various methodologies, as described below. Included within the insurance cost allocation are amounts related to programs for which Fortive was self-insured up to a certain amount. For the self-insured component, costs were allocated to the Company based on its incurred claims. Fortive has premium-based policies that cover amounts in excess of the self-insured retentions. Prior to the Separation, the Company was allocated a portion of the total insurance cost incurred by Fortive based on its pro-rata portion of Fortive’s total underlying exposure base. In connection with the Separation, we established similar independent self-insurance programs to support any outstanding claims going forward and no insurance costs were allocated by Fortive subsequent to the Separation. Medical Insurance Programs Administered by Fortive In addition to the corporate allocations noted above, the Company was allocated expenses related to the medical insurance programs administered on behalf of the Company. These amounts were allocated using actual medical claims incurred during the period for the employees attributable to the Company. In connection with the Separation, we established independent medical insurance programs similar to those previously provided by Fortive. Deferred Compensation Program Administered by Fortive Certain employees of the Company participated in Fortive’s nonqualified deferred compensation programs, which permitted officers, directors and certain management employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. Participants could have chosen among alternative earnings rates for the amounts they deferred, which were primarily based on investment options within Fortive’s 401(k) program (except that the earnings rates for amounts contributed unilaterally by Fortive were entirely based on changes in the value of Fortive’s common stock). All amounts deferred under this plan are unfunded, unsecured obligations of the Company. In connection with the Separation, we established a similar independent, nonqualified deferred compensation program. Revenue and Other Transactions Entered into in the Ordinary Course of Business Prior to the Separation, the Company operated as part of Fortive and not as a stand-alone company and certain of the Company’s revenue arrangements related to contracts entered into in the ordinary course of business with Fortive and its affiliates. Following the Separation, any transactions with Fortive and its affiliates were entered into at arms-length. After the secondary offering in January 2021, Fortive no longer owned any of the Company’s outstanding common stock and is not considered a related party. Revenue from sales to Fortive and its subsidiaries was insignificant during the year ended December 31, 2020. Purchases from Fortive and Fortive’s subsidiaries were approximately $16 million for the year ended December 31, 2020. |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Assets and Liabilities Held for Sale | ASSETS AND LIABILITIES HELD FOR SALE Hennessy During the three months ended July 1, 2022, the Company reached the strategic decision to exit its Hennessy business. The Company determined that the associated assets and liabilities met the held for sale accounting criteria and they were classified as Current assets held for sale and Current liabilities held for sale in the Consolidated Balance Sheets as of December 31, 2022. Global Traffic Technologies During the three months ended July 1, 2022, the Company reached the strategic decision to exit its Global Traffic Technologies business (collectively with Hennessy, the “Disposal Groups”). The Company determined that the associated assets and liabilities met the held for sale accounting criteria and they were classified as Current assets held for sale and Current liabilities held for sale in the Consolidated Balance Sheets as of December 31, 2022. The assets and liabilities were measured at the lower of fair value less costs to sell or the carrying value and the Company recognized impairment charges of $3.6 million during the year ended December 31, 2022 to remeasure certain assets. The following table summarizes the carrying amounts of major classes of assets and liabilities of the Disposal Groups as of December 31, 2022 (in millions): ASSETS Accounts receivable, net $ 26.8 Inventories 16.8 Other current assets 1.5 Property, plant and equipment, net 10.5 Operating lease right-of-use assets 0.4 Other intangible assets, net 28.7 Goodwill 56.0 Other assets 4.9 Total assets held for sale $ 145.6 LIABILITIES Trade accounts payable $ 20.0 Accrued expenses and other current liabilities 13.1 Other long-term liabilities 9.9 Total liabilities held for sale $ 43.0 The operations of Hennessy and Global Traffic Technologies did not meet the criteria individually or in the aggregate to be presented as discontinued operations. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in millions) Classification Balance at Beginning of Period (a) Charged to Costs & Expenses Impact of Currency Charged to Other Accounts (b) Write Offs, Write Downs & Deductions Balance at End of Period (a) Year Ended December 31, 2022 Allowances deducted from asset accounts: Allowance for credit losses $ 81.4 $ 32.2 $ (0.9) $ (0.3) $ (40.5) $ 71.9 Valuation allowance for deferred income tax assets $ 23.0 $ — $ — $ 3.8 $ — $ 26.8 Year Ended December 31, 2021 Allowances deducted from asset accounts: Allowance for credit losses $ 84.9 $ 36.8 $ (0.1) $ — $ (40.2) $ 81.4 Valuation allowance for deferred income tax assets $ 22.4 $ — $ — $ 0.6 $ — $ 23.0 Year Ended December 31, 2020 Allowances deducted from asset accounts: Allowance for credit losses $ 56.3 $ 42.9 $ 0.3 $ 30.6 $ (45.2) $ 84.9 Valuation allowance for deferred income tax assets $ 29.7 $ — $ — $ — $ (7.3) $ 22.4 (a) Amounts include allowance for credit losses classified as current and noncurrent. (b) Amounts are related to businesses acquired, the impact of new accounting standards and other adjustments. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated and Combined Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The combined financial statements for periods prior to the Separation were derived from Fortive’s consolidated financial statements and accounting records and prepared in accordance with GAAP for the preparation of carved-out combined financial statements. Through the date of the Separation, all revenues and costs as well as assets and liabilities directly associated with Vontier have been included in the combined financial statements. Prior to the Separation, the combined financial statements also include allocations of certain general, administrative, sales and marketing expenses from Fortive’s corporate office and from other Fortive businesses to the Company and allocations of related assets, liabilities, and the Former Parent’s investment, as applicable. The allocations were 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 Fortive during the applicable periods. Related-party allocations prior to the Separation, including the method for such allocation, are discussed further in Note 20. Related-Party Transactions to the Consolidated and Combined Financial Statements. Following the Separation, the consolidated financial statements include the accounts of Vontier and those of our wholly-owned subsidiaries and no longer include any allocations from Fortive. Accordingly: • The Consolidated Balance Sheets as of December 31, 2022 and 2021 consist of the Company’s balances. • The Consolidated Statement of Earnings and Comprehensive Income for the years ended December 31, 2022 and 2021 consist of the Company’s results. The Consolidated and Combined Statement of Earnings and Comprehensive Income for the year ended December 31, 2020 consists of the Company’s results from the date of the Separation through December 31, 2020 and the combined results of the Vontier Businesses from January 1, 2020 through the date of the Separation. • The Consolidated Statement of Changes in Equity for the years ended December 31, 2022 and 2021 consist of the Company’s results. The Consolidated and Combined Statement of Changes in Equity for the year ended December 31, 2020 consists of the Company’s results from the date of the Separation through December 31, 2020 and the combined activity of the Vontier Businesses from January 1, 2020 through the date of the Separation. • The Consolidated Statement of Cash Flows for the years ended December 31, 2022 and 2021 consists of the Company’s results. The Consolidated and Combined Statement of Cash Flows for the year ended December 31, 2020 consists of the Company’s results from the date of the Separation through December 31, 2020 and the combined activity of the Vontier Businesses from January 1, 2020 through the date of the Separation. The Company’s Consolidated and Combined Financial Statements may not be indicative of the Company’s results had it been a separate stand-alone entity throughout the periods presented, nor are the results stated herein indicative of what the Company’s financial position, results of operations and cash flows may be in the future. All significant transactions between the Company and Fortive have been included in the accompanying Consolidated and Combined Financial Statements for all periods presented. Cash transactions with Fortive prior to the Separation are reflected in the accompanying Consolidated and Combined Statements of Changes in Equity as “Net transfers to Former Parent” and “Consideration to Former Parent in connection with the Separation.” As included in the Consolidated and Combined Statements of Changes in Equity, Former Parent’s investment, which included Retained earnings (Accumulated deficit) prior to the Separation, represents Fortive’s interest in the Company’s recorded net assets prior to the Separation. In addition, the accumulated net effect of intercompany transactions between the Company and Fortive or Fortive affiliates for periods prior to the Separation are included in Former Parent’s investment. On October 9, 2020, in connection with the Separation, Former Parent’s investment was redesignated within Equity. The Agreements include a “Wrong-Pockets Provision” that allow the parties to make adjustments to ensure the separation-related transactions were executed in accordance with the Agreements. In periods subsequent to the Separation, the Company may make adjustments to balances transferred at the Separation date in accordance with the Wrong-Pockets Provision. Any such adjustments are recorded through equity. The Consolidated and Combined Financial Statements include all accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated and Combined Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated and combined results of operations, therefore net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated and Combined Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates. |
Cash and Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are valued at cost, plus accrued interest, which approximates fair value due to the short-term maturity of these instruments. |
Accounts and Financing Receivable and Allowances for Credit Losses | Accounts and Financing Receivables and Allowances for Credit Losses All trade accounts and financing receivables are reported in the accompanying Consolidated Balance Sheets adjusted for any write-offs and net of allowances for credit losses. The allowances for credit losses represent management’s best estimate of the credit losses expected from trade accounts and financing receivables portfolios. Determination of the allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, therefore, net earnings. The Company regularly performs detailed reviews of our portfolios to determine if an impairment has occurred |
Financing Receivables | Financing Receivables The Company estimates our allowance to reflect expected credit losses over the remaining contractual life of the asset. We pool assets with similar risk characteristics for this measurement based on attributes which includes asset type, duration, and/or credit risk rating. The future expected losses of each pool are estimated based on numerous quantitative and qualitative factors reflecting management’s estimate of collectability over the remaining contractual life of the pooled assets, including: • portfolio duration; • historical, current, and forecasted future loss experience by asset type; • historical, current, and forecasted delinquency and write-off trends; • historical, current, and forecasted economic conditions; and • historical, current, and forecasted credit risk. |
Inventory | Inventory Inventories include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value primarily using the first-in, first-out (“FIFO”) method. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost. Provisions for depreciation have been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets which are generally as follows: Category Useful Life Buildings 30 years Leased assets and leasehold improvements Amortized over the lesser of the economic life of the asset or the term of the lease Machinery, equipment and other 3 – 10 years |
Other Assets | Other Assets Other assets principally include contract assets, deferred tax assets and other investments. |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsFinancial instruments consist primarily of trade accounts receivable, financing receivables, equity securities, obligations under trade accounts payable and short and long-term debt. Due to their short-term nature, the carrying values for trade accounts receivable, trade accounts payable and short-term debt approximate fair value. The Company holds a minority interest in Tritium Holdings Pty, Ltd (“Tritium”) which historically was recorded at cost in Other assets on the Consolidated Balance Sheets. On January 13, 2022, Tritium announced that it completed a business combination with Decarbonization Plus Acquisition Corporation II to make Tritium a publicly listed company on NASDAQ under the symbol “DCFC.” As Tritium is now publicly traded, the Company records its investment at fair value in Equity securities measured at fair value on the Consolidated Balance Sheets with changes in the value recorded in Unrealized loss on equity securities measured at fair value on the Consolidated and Combined Statements of Earnings and Comprehensive Income and the Consolidated and Combined Statements of Cash Flows. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired less assumed liabilities. In accordance with accounting standards related to business combinations, neither goodwill nor indefinite-lived intangible assets are amortized; however, certain definite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are amortized over their estimated useful lives. Refer to Note 7. Goodwill and Other Intangible Assets for additional information regarding our goodwill and other intangible assets. The goodwill of each of the Company’s reporting units is assessed for impairment at least annually as of the first day of the fourth quarter or more frequently if events and circumstances indicate that goodwill may not be recoverable. When evaluating for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit or indefinite-lived intangible asset is impaired. The Company’s decision to perform a qualitative impairment assessment for an individual reporting unit or indefinite-lived intangible assets in a given year is influenced by a number of factors, inclusive of the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments and the date of acquisition. As part of the Company’s 2022 annual impairment analysis, the Company elected to apply the qualitative goodwill impairment assessment guidance in ASC 350-20, Goodwill , for all 7 of the Company’s reporting units, or approximately $1.8 billion of goodwill as of the assessment date. Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the reporting units, events or changes affecting the composition or carrying value of the net assets of the reporting units, information related to market multiples of peer companies and other relevant entity specific events. Based on the Company’s assessment, the Company determined on the basis of the qualitative and quantitative factors that the fair values of the reporting units were more likely than not greater than their respective carrying values; and therefore, a quantitative test was not required. If the Company does not perform a qualitative assessment, or if it determines that it is not more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset exceeds its carrying amount, impairment is determined by using a quantitative approach. The Company identifies potential impairment by comparing the fair value of each reporting unit, determined using various valuation techniques, with the primary technique being a discounted cash flow analysis, to its carrying value. If the carrying amount of the reporting unit exceeds the fair value, an impairment loss is recognized. Identified intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires a comparison of the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are tested at least annually for impairment. In these analyses, management considers general macroeconomic conditions, industry and market conditions, cost factors, financial performance and other entity and asset specific events and may require management to make judgments and estimates about future revenues, expenses, market conditions and discount rates related to these assets. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated, and a charge would need to be taken against net earnings which would adversely affect the Company’s financial statements. |
Insurance Liabilies | Insurance LiabilitiesThe Company is self-insured for certain losses related to medical claims. The Company has stop-loss coverage to limit the exposure arising from medical claims. In addition, the Company has deductible-based insurance policies for certain losses related to general liability, workers’ compensation and automobile. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs relating to the Company’s term loan and senior note facilities are recorded in Long-term debt on the Consolidated Balance Sheets as a direct reduction of the carrying amount of the related debt; these costs are deferred and amortized to interest expense using the effective interest method, over the respective terms of the related debt. Debt issuance costs relating to the Company’s revolving credit facilities are recorded in Other assets on the Consolidated Balance Sheets; these costs are deferred and amortized to interest expense using the straight-line method over the respective terms of the related debt. |
Revenue Recognition | Revenue Recognition The Company derives revenues primarily from the sale of products and services in the mobility technologies and diagnostics and repair technologies markets. Revenue is recognized when control of promised products or services is transferred to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. Product sales include revenues from the sale of products and equipment, which includes our software-as-a-service (“SaaS”) product offerings, equipment rentals, and interest income related to our financing receivables. Service sales includes revenues from extended warranties, post-contract customer support (“PCS”), maintenance contracts or services, and services related to previously sold products. Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. For revenue related to a product or service to qualify for recognition, the Company must have an enforceable contract with a customer that defines the goods or services to be transferred and the payment terms related to those goods or services. Further, collection of substantially all consideration for the goods or services transferred must be probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a combination of financial and qualitative factors, including the customers’ financial condition, collateral, debt-servicing ability, past payment experience and credit bureau information. Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are considered in determining the transaction price for the contract; these allowances and rebates are reflected as a reduction in the contract transaction price. Significant judgment is exercised in determining product returns, customer allowances and rebates, which are estimated based on historical experience and known trends. Most of the Company’s sales contracts contain standard terms and conditions. The Company evaluates contracts to identify distinct goods and services promised in the contract (performance obligations). Sometimes this evaluation involves judgment to determine whether the goods or services are highly dependent on or highly interrelated with one another, or whether such goods or services significantly modify or customize one another. Certain customer arrangements include multiple performance obligations, typically hardware, installation, training, consulting, services and/or PCS. Generally, these elements are delivered within the same reporting period, except PCS or other services. The Company allocates the contract transaction price to each performance obligation using the observable price that the good or service sells for separately in similar circumstances and to similar customers, and/or a residual approach when the observable selling price of a good or service is not known and is either highly variable or uncertain. Allocating the transaction price to each performance obligation may require judgment. The Company’s principal terms of sale are FOB Shipping Point, or equivalent, and, as such, the Company primarily records revenue upon shipment as the Company has transferred control to the customer at that point and our performance obligations are satisfied. The Company evaluates contracts with delivery terms other than FOB Shipping Point and recognizes revenue when the Company has transferred control and satisfied the performance obligations. If any significant obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation, other services noted above or acceptance by the customer), revenue recognition is deferred until such obligations have been fulfilled. Further, revenue related to separately priced extended warranty and product maintenance agreements is deferred when appropriate and recognized as revenue over the term of the agreement. Shipping and Handling Shipping and handling costs are included as a component of Cost of sales in the Consolidated and Combined Statements of Earnings and Comprehensive Income. Revenue derived from shipping and handling costs billed to customers is included in Sales in the Consolidated and Combined Statements of Earnings and Comprehensive Income. Contract Assets In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $12.3 million and $10.4 million as of December 31, 2022 and 2021, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. Contract Costs The Company incurs direct incremental costs to obtain certain contracts, typically sales-related commissions and costs associated with assets used by customers in certain service arrangements. As of December 31, 2022 and 2021, the Company had $88.6 million and $78.4 million, respectively, in net revenue-related capitalized contract costs primarily related to assets used by our customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Balance Sheets. These assets have estimated useful lives between 3 and 5 years and are amortized on a straight-line basis. Total expense related to net revenue-related capitalized contract costs was $34.6 million, $39.2 million and $46.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Impairment losses recognized on our revenue-related capitalized contract costs were insignificant during the years ended December 31, 2022, 2021 and 2020. Contract Liabilities The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, PCS and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheets. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm, noncancelable orders and the annual contract value for software-as-a-service contracts, with expected customer delivery dates beyond one year from December 31, 2022 for which work has not been performed. The Company has excluded performance obligations with an original expected duration of one year or less. Remaining performance obligations as of December 31, 2022 are $369.7 million, the majority of which are related to the annual contract value for software-as-a-service contracts. The Company expects approximately 35 percent of the remaining performance obligations will be fulfilled within the next two years, 65 percent within the next three years, and substantially all within four years. |
Advertising | Advertising Advertising costs are expensed as incurred and are included as a component of Selling, general and administrative expenses in the Consolidated and Combined Statements of Earnings and Comprehensive Income. |
Research and Development | Research and Development The Company conducts research and development activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of existing products and expanding the applications for which uses of the Company’s products are appropriate. Research and development costs are expensed as incurred. |
Restructuring | RestructuringThe Company periodically initiates restructuring activities to appropriately position its cost base relative to prevailing economic conditions and associated customer demand as well as in connection with certain acquisitions. Costs associated with restructuring actions can include one-time termination benefits and related charges in addition to facility closure, contract termination and other related activities, and are recorded when the associated liability is incurred. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the years presented. |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation The Company had no stock-based compensation plans prior to the Separation; however, certain of its employees had participated in Fortive’s stock-based compensation plans (“Fortive Plans”). The expense associated with employees who participated in the Fortive Plans was allocated to the Company in the accompanying Consolidated and Combined Statements of Earnings and Comprehensive Income for the periods prior to the Separation. The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”), based on the fair value of the award as of the grant date. The fair value of each stock option issued was estimated on the date of the grant using the Black-Scholes option pricing model which incorporates the following assumptions to value stock-based awards: Risk-free interest rate: The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument whose maturity period equals or approximates the option’s expected term. Volatility: Since the Company does not have sufficient history to estimate the expected volatility of its common share price, expected volatility is based on a blended approach that uses the volatility of the Company’s common stock for periods in which the Company has information and the volatility for selected reasonably similar publicly traded companies for periods in which the historical information is not available. For periods prior to the Separation and after July 2018, volatility was calculated using a blend of Fortive’s historical stock price volatility and the average historical stock price volatility of a group of Fortive’s peer companies for the expected term of the options. From July 2, 2016 through July 2018, the weighted average volatility was estimated based on an average historical stock price volatility of a group of peer companies given Fortive’s limited trading history. Dividend yield: The expected dividend yield is calculated by dividing our annualized dividend, based on the Company’s history of declared dividends, by the Company’s stock price on the grant date. For periods prior to the Separation, the dividend yield was calculated by dividing Fortive’s annual dividend, based on the most recent quarterly dividend rate, by Fortive’s stock price on the grant date. Expected years until exercise: The expected term of stock options granted is based on an estimate of when options will be exercised in the future. As the Company does not have sufficient history to estimate its expected term, the Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience under Fortive is not considered indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to all stock options which have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The fair value of RSUs and PSUs with performance-based vesting conditions is calculated using the closing price of the Company’s common stock on the date of grant less a discount due to the lack of participation in the Company’s dividend by RSU holders. The fair value of PSUs with market-based vesting conditions is calculated using a Monte Carlo pricing model. |
Income Taxes | Income Taxes In accordance with GAAP, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which the tax benefit has already been reflected on the Consolidated and Combined Statements of Earnings and Comprehensive Income. Deferred tax liabilities generally represent items that have already been taken as a deduction on our tax return but have not yet been recognized as an expense in the Consolidated and Combined Statements of Earnings and Comprehensive Income. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date. |
Pension and Other Postretirement Benefit Plans and Reclassifications | Pension and Other Postretirement Benefit Plans Pension assets and obligations are measured to determine the funded status as of the end of the Company’s fiscal year. An asset is recognized for an overfunded status or a liability is recognized for an underfunded status. Changes in the funded status of the pension plans are recognized in the year in which the changes occur and are reported in other comprehensive income. Refer to Note 12. Employee Benefit Plans for additional information. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to defer the sunset date of ASU 2020-04 from December 31, 2022 to December 31, 2024. These ASUs provide temporary optional expedients and exceptions to existing guidance on contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London Inter-bank Offered Rate (“LIBOR”) which is being phased out, to alternate reference rates, such as the Secured Overnight Financing Rate (“SOFR”). These standards were effective upon issuance and allowed application to contract changes as early as January 1, 2020. These provisions may impact the Company as contract modifications and other changes occur during the LIBOR transition period. The Company continues to evaluate the optional relief guidance provided within these ASUs, has reviewed its debt securities and continues to evaluate commercial contracts that may utilize LIBOR as the reference rate. The Company will continue the assessment and monitor regulatory developments during the LIBOR transition period. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. ASU No. 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years; this ASU allows for early adoption in any interim period after issuance of the update. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. |
Contingent Consideration and Deferred Compensation | The fair value of the contingent consideration liabilities relates to payments to previous owners of acquired companies contingent on the achievement of certain revenue targets. The Company records a liability for contingent consideration in the purchase price for acquisitions at fair value on the acquisition date, and remeasures the liability at each reporting date, based on the Company’s estimate of the expected probability of achievement of the contingency targets. This estimate is based on significant unobservable inputs and represents a Level 3 measurement within the fair value hierarchy. Deferred Compensation Certain management employees participate in our nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. All amounts deferred under such plans are unfunded, unsecured obligations and are presented as a component of our compensation and benefits accrual included in Other long-term liabilities in the Consolidated Balance Sheets. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within our defined contribution plans for the benefit of U.S. employees (“401(k) Programs”) (except that the earnings rates for amounts contributed unilaterally by the Company are entirely based on changes in the value of the Company’s common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates. Prior to the Separation, certain of our management employees participated in Fortive’s nonqualified deferred compensation programs with similar terms except that earnings rates for amounts contributed unilaterally by Fortive were entirely based on changes in the value of Fortive’s common stock. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Depreciable Assets | Provisions for depreciation have been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets which are generally as follows: Category Useful Life Buildings 30 years Leased assets and leasehold improvements Amortized over the lesser of the economic life of the asset or the term of the lease Machinery, equipment and other 3 – 10 years The classes of property, plant and equipment as of December 31 are summarized as follows: ($ in millions) 2022 2021 Land and improvements $ 4.9 $ 6.1 Buildings and leasehold improvements 66.1 68.2 Machinery, equipment and other 253.6 282.6 Gross property, plant and equipment 324.6 356.9 Less: accumulated depreciation (232.5) (256.3) Property, plant and equipment, net (a) $ 92.1 $ 100.6 (a) Includes property, plant and equipment, net in the United States of $62.7 million and $73.8 million as of December 31, 2022 and 2021, respectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | The Company’s preliminary purchase price allocation is as follows: ($ in millions) Driivz Weighted Average Amortization Period Accounts receivable $ 1.0 Technology 56.3 8.0 Customer relationships 28.1 13.0 Trade names 9.2 16.0 Goodwill 125.8 Other assets 2.9 Accrued expenses and other current liabilities (12.5) Other long-term liabilities (15.2) Purchase price, net of cash received $ 195.6 The final purchase price allocation is as follows: ($ in millions) Preliminary Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Weighted Average Amortization Period Accounts receivable $ 17.3 $ (3.3) $ 14.0 Inventories 21.0 (0.1) 20.9 Prepaid expenses and other current assets 3.8 (0.1) 3.7 Technology 142.1 0.5 142.6 9.0 Customer relationships 227.0 — 227.0 11.0 Trade names 36.0 — 36.0 14.0 Goodwill 587.4 (15.6) 571.8 Other assets 14.9 0.1 15.0 Trade accounts payable (5.8) — (5.8) Accrued expenses and other current liabilities (44.6) 2.5 (42.1) Other long-term liabilities (43.6) 16.3 (27.3) Purchase price, net of cash acquired $ 955.5 $ 0.3 $ 955.8 |
Financing and Trade Receivabl_2
Financing and Trade Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Balance Sheets were as follows: ($ in millions) December 31, 2022 December 31, 2021 Gross current financing receivables: PSAs $ 96.6 $ 98.4 Franchisee Notes 18.4 15.5 Current financing receivables, gross $ 115.0 $ 113.9 Allowance for credit losses: PSAs $ 13.1 $ 16.9 Franchisee Notes 6.5 6.5 Total allowance for credit losses 19.6 23.4 Total current financing receivables, net $ 95.4 $ 90.5 Net current financing receivables: PSAs, net $ 83.5 $ 81.5 Franchisee Notes, net 11.9 9.0 Total current financing receivables, net $ 95.4 $ 90.5 The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows: ($ in millions) December 31, 2022 December 31, 2021 Gross long-term financing receivables: PSAs $ 224.0 $ 219.7 Franchisee Notes 63.5 64.5 Long-term financing receivables, gross $ 287.5 $ 284.2 Allowance for credit losses: PSAs $ 32.4 $ 37.2 Franchisee Notes 5.3 5.3 Total allowance for credit losses 37.7 42.5 Total long-term financing receivables, net $ 249.8 $ 241.7 Net long-term financing receivables: PSAs, net $ 191.6 $ 182.5 Franchisee Notes, net 58.2 59.2 Total long-term financing receivables, net $ 249.8 $ 241.7 |
Financing Receivable Credit Quality Indicators | The amortized cost basis of PSAs and Franchisee Notes by origination year as of December 31, 2022 is as follows: ($ in millions) 2022 2021 2020 2019 2018 Prior Total PSAs Credit Score: Less than 400 $ 15.4 $ 8.0 $ 4.0 $ 2.2 $ 0.6 $ 0.3 $ 30.5 400-599 24.7 12.4 7.2 3.3 1.0 0.5 49.1 600-799 50.4 26.0 13.6 6.2 1.9 0.7 98.8 800+ 80.4 34.3 17.5 7.4 2.0 0.6 142.2 Total PSAs $ 170.9 $ 80.7 $ 42.3 $ 19.1 $ 5.5 $ 2.1 $ 320.6 Franchisee Notes Active distributors $ 23.9 $ 22.3 $ 8.1 $ 7.1 $ 3.9 $ 3.9 $ 69.2 Separated distributors 0.3 1.7 2.3 2.8 1.2 4.4 12.7 Total Franchisee Notes $ 24.2 $ 24.0 $ 10.4 $ 9.9 $ 5.1 $ 8.3 $ 81.9 |
Financing Receivable, Past Due | PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of: ($ in millions) 30-59 days past due 60-90 days past due Greater than 90 days past due Total past due Total not considered past due Total Greater than 90 days past due and accruing interest December 31, 2022 $ 3.6 $ 1.8 $ 6.9 $ 12.3 308.3 $ 320.6 $ 6.9 December 31, 2021 3.3 1.7 6.5 11.5 306.6 318.1 6.5 |
Financing Receivable, Allowance for Credit Loss | The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of December 31: 2022 2021 ($ in millions) PSAs Franchisee Notes Total PSAs Franchisee Notes Total Allowance for credit losses, beginning of year $ 54.1 $ 11.8 $ 65.9 $ 54.3 $ 12.5 $ 66.8 Provision for credit losses 21.5 4.7 26.2 24.9 4.2 29.1 Write-offs (32.2) (4.9) (37.1) (27.5) (5.6) (33.1) Recoveries of amounts previously charged off 2.1 0.2 2.3 2.4 0.7 3.1 Allowance for credit losses, end of year $ 45.5 $ 11.8 $ 57.3 $ 54.1 $ 11.8 $ 65.9 |
Accounts Receivable, Allowance for Credit Loss | The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables (excluding financing receivables) and the Company’s trade accounts receivable cost basis as of: ($ in millions) December 31, 2022 December 31, 2021 Cost basis of trade accounts receivable $ 434.0 $ 406.3 Allowance for credit losses balance, beginning of year 15.5 18.1 Provision for credit losses 6.0 7.7 Write-offs (5.7) (10.2) Reclassification to held for sale (0.3) — Foreign currency and other (0.9) (0.1) Allowance for credit losses balance, end of year 14.6 15.5 Net trade accounts receivable balance $ 419.4 $ 390.8 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory classes | The classes of inventory as of December 31 are summarized as follows: ($ in millions) 2022 2021 Finished goods $ 136.6 $ 104.7 Work in process 34.8 34.4 Raw materials 174.6 147.9 Total $ 346.0 $ 287.0 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Classes of Property, Plant and Equipment | Provisions for depreciation have been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets which are generally as follows: Category Useful Life Buildings 30 years Leased assets and leasehold improvements Amortized over the lesser of the economic life of the asset or the term of the lease Machinery, equipment and other 3 – 10 years The classes of property, plant and equipment as of December 31 are summarized as follows: ($ in millions) 2022 2021 Land and improvements $ 4.9 $ 6.1 Buildings and leasehold improvements 66.1 68.2 Machinery, equipment and other 253.6 282.6 Gross property, plant and equipment 324.6 356.9 Less: accumulated depreciation (232.5) (256.3) Property, plant and equipment, net (a) $ 92.1 $ 100.6 (a) Includes property, plant and equipment, net in the United States of $62.7 million and $73.8 million as of December 31, 2022 and 2021, respectively. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill are as follows: ($ in millions) Balance, January 1, 2021 $ 1,092.1 Additions to goodwill for current year acquisitions 584.7 Foreign currency translation and other (9.6) Balance, December 31, 2021 1,667.2 Measurement period adjustments for prior year acquisition (12.9) Additions to goodwill for current year acquisitions (including measurement period adjustments) 187.7 Reclassification to held for sale (56.0) Foreign currency translation and other (47.3) Balance, December 31, 2022 $ 1,738.7 |
Schedule of Finite-Lived Intangible Assets | The following summarizes the gross carrying value and accumulated amortization for each major category of intangible asset as of December 31: 2022 2021 ($ in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Finite-lived intangibles: Patents and technology $ 299.9 $ (86.8) $ 213.1 $ 215.4 $ (59.4) $ 156.0 Customer relationships, trade names and other intangibles 535.8 (189.6) 346.2 521.7 (163.1) 358.6 Total finite-lived intangibles 835.7 (276.4) 559.3 737.1 (222.5) 514.6 Indefinite-lived intangibles: Trademarks and trade names 90.4 — 90.4 101.3 — 101.3 Total intangibles $ 926.1 $ (276.4) $ 649.7 $ 838.4 $ (222.5) $ 615.9 |
Schedule of Indefinite-Lived Intangible Assets | The following summarizes the gross carrying value and accumulated amortization for each major category of intangible asset as of December 31: 2022 2021 ($ in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Finite-lived intangibles: Patents and technology $ 299.9 $ (86.8) $ 213.1 $ 215.4 $ (59.4) $ 156.0 Customer relationships, trade names and other intangibles 535.8 (189.6) 346.2 521.7 (163.1) 358.6 Total finite-lived intangibles 835.7 (276.4) 559.3 737.1 (222.5) 514.6 Indefinite-lived intangibles: Trademarks and trade names 90.4 — 90.4 101.3 — 101.3 Total intangibles $ 926.1 $ (276.4) $ 649.7 $ 838.4 $ (222.5) $ 615.9 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on the intangible assets recorded as of December 31, 2022, amortization expense is estimated to be as follows for the next five years and thereafter: ($ in millions) 2023 $ 82.2 2024 80.7 2025 75.7 2026 63.7 2027 58.9 Thereafter 198.1 Total $ 559.3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | Below is a summary of financial assets and liabilities that are measured at fair value on a recurring basis as of: ($ in millions) Quoted Prices Significant Other Significant Total December 31, 2022 Equity securities measured at fair value $ 21.3 $ — $ — $ 21.3 Contingent consideration liabilities — — 11.6 11.6 Deferred compensation liabilities — 5.1 — 5.1 December 31, 2021 Deferred compensation liabilities $ — $ 4.8 $ — $ 4.8 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other liabilities as of December 31 were as follows: 2022 2021 ($ in millions) Current Long-term Current Long-term Compensation, pension and post-retirement benefits $ 95.1 $ 13.5 $ 112.5 $ 16.3 Claims, including self-insurance and litigation 33.6 82.0 25.9 63.4 Income and other taxes 28.9 24.8 23.0 53.6 Deferred revenue 135.2 48.7 133.7 56.3 Sales and product allowances 39.6 — 47.6 — Warranty 29.7 13.3 33.4 16.0 Other 75.5 31.9 115.9 17.7 Total $ 437.6 $ 214.2 $ 492.0 $ 223.3 |
Schedule of Accrued Warranty Liability | The following is a rollforward of the accrued warranty liability: ($ in millions) 2022 2021 Accrual for warranties, beginning of year $ 49.4 $ 54.6 Accruals for warranties issued during the year 26.1 34.7 Settlements made (30.9) (40.2) Additions due to acquisition 0.4 0.5 Effect of foreign currency translation (0.6) (0.2) Reclassification to held for sale (1.4) — Accrual for warranties, end of year $ 43.0 $ 49.4 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | The Consolidated and Combined Financial Statements include the following amounts related to operating leases for the years ended December 31: ($ in millions) 2022 2021 2020 Consolidated and Combined Statements of Earnings and Comprehensive Income Operating lease cost $ 22.6 $ 21.5 $ 22.5 Consolidated and Combined Statements of Cash Flows Cash paid for amounts included in the measurement of operating lease liabilities 20.3 20.5 21.0 Right-of-use assets obtained in exchange for operating lease obligations 13.3 19.8 13.6 The weighted average remaining lease term and weighted average discount rate of our operating leases were as follows as of December 31: 2022 2021 Weighted average remaining lease term 4.6 years 5.2 years Weighted average discount rate 4.0 % 2.6 % |
Lessee, Operating Lease, Liability, Maturity | The following table presents the maturity of our operating lease liabilities as of December 31, 2022: ($ in millions) 2023 $ 14.3 2024 11.5 2025 8.8 2026 6.9 2027 5.1 Thereafter 5.6 Total lease payments 52.2 Less: imputed interest (4.4) Total lease liabilities $ 47.8 |
Financing (Tables)
Financing (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carry Value of Debt | The Company had the following debt outstanding as of December 31: ($ in millions) 2022 2021 Short-term borrowings: India Credit Facility $ — $ 1.5 Other short-term borrowings and bank overdrafts 4.6 2.2 Total short-term borrowings $ 4.6 $ 3.7 Long-term debt: Two-Year Term Loans due 2023 $ — $ 600.0 Three-Year Term Loans due 2024 400.0 400.0 Three-Year Term Loans due 2025 600.0 — 1.800% senior unsecured notes due 2026 500.0 500.0 2.400% senior unsecured notes due 2028 500.0 500.0 2.950% senior unsecured notes due 2031 600.0 600.0 Revolving Credit Facility due 2026 — — Total long-term debt 2,600.0 2,600.0 Less: discounts and debt issuance costs (14.3) (16.2) Total long-term debt, net $ 2,585.7 $ 2,583.8 |
Schedule of Maturities of Long-term Debt | As of December 31, 2022, the contractual maturities of the Company’s long-term debt were as follows: ($ in millions) 2023 $ — 2024 400.0 2025 600.0 2026 500.0 2027 — Thereafter 1,100.0 Total principal payments $ 2,600.0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Reclassification of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income by component are summarized below: ($ in millions) Foreign currency translation adjustments Other adjustments (b) Total Balance, January 1, 2020 $ 153.7 $ (5.0) $ 148.7 Other comprehensive income before reclassifications, net of income taxes 44.6 — 44.6 Amounts reclassified from accumulated other comprehensive income: Increase — 0.5 (a) 0.5 Amounts reclassified from accumulated other comprehensive income, net of income taxes — 0.5 0.5 Net current period other comprehensive income, net of income taxes 44.6 0.5 45.1 Balance, December 31, 2020 $ 198.3 $ (4.5) $ 193.8 Other comprehensive loss before reclassifications, net of income taxes (13.4) — (13.4) Amounts reclassified from accumulated other comprehensive income: Increase — 1.9 (a) 1.9 Income tax impact — (0.6) (0.6) Amounts reclassified from accumulated other comprehensive income, net of income taxes — 1.3 1.3 Net current period other comprehensive (loss) income, net of income taxes (13.4) 1.3 (12.1) Balance, December 31, 2021 $ 184.9 $ (3.2) $ 181.7 Other comprehensive loss before reclassifications, net of income taxes (77.1) — (77.1) Amounts reclassified from accumulated other comprehensive income: Increase — 2.0 (a) 2.0 Income tax impact — (0.5) (0.5) Amounts reclassified from accumulated other comprehensive income, net of income taxes — 1.5 1.5 Net current period other comprehensive (loss) income, net of income taxes (77.1) 1.5 (75.6) Balance, December 31, 2022 $ 107.8 $ (1.7) $ 106.1 (a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost. (b) Includes balances relating to defined benefit plans and supplemental executive retirement plans |
Sales (Tables)
Sales (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract liabilities | The Company’s contract liabilities consisted of the following as of December 31: ($ in millions) 2022 2021 Deferred revenue, current $ 135.2 $ 133.7 Deferred revenue, noncurrent 48.7 56.3 Total contract liabilities $ 183.9 $ 190.0 |
Disaggregation of revenue | Disaggregation of revenue was as follows for the years ended December 31: ($ in millions) 2022 2021 2020 Sales: Sales of products $ 2,874.3 $ 2,712.7 $ 2,459.9 Sales of services 310.1 278.0 244.7 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 Geographic: North America (a) $ 2,383.0 $ 2,131.1 $ 1,898.3 Western Europe 242.6 266.1 255.7 High-growth markets 419.1 454.1 432.9 Rest of world 139.7 139.4 117.7 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 Solution: Retail fueling hardware $ 854.5 $ 879.9 $ 822.9 Auto repair 646.1 634.4 526.9 Service and other recurring revenue 474.2 484.8 445.3 Environmental 288.6 272.6 235.7 Retail solutions 610.6 416.8 375.9 Software-as-a-service 175.1 185.2 181.6 Alternative energy 86.7 64.8 68.1 Smart cities 39.3 37.6 32.4 Other 9.3 14.6 15.8 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 Major Product Group: Mobility technologies $ 2,440.5 $ 2,258.6 $ 2,087.5 Diagnostics and repair technologies 743.9 732.1 617.1 Total $ 3,184.4 $ 2,990.7 $ 2,704.6 (a) Includes sales in the United States of $2,280.3 million, $2,056.9 million, and $1,843.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of earnings before income taxes | Earnings (losses) before income taxes for the years ended December 31 were as follows: ($ in millions) 2022 2021 2020 United States $ 552.4 $ 506.8 $ 496.8 Non-U.S. (25.0) 27.2 (36.5) Total $ 527.4 $ 534.0 $ 460.3 |
Schedule of provision for income taxes | The provision (benefit) for income taxes for the years ended December 31 were as follows: ($ in millions) 2022 2021 2020 Current: Federal U.S. $ 127.1 $ 122.2 $ 122.9 Non-U.S. 14.4 15.5 19.8 State and local 28.1 29.0 18.4 Deferred: Federal U.S. (26.3) (32.8) (33.3) Non-U.S. (15.5) (10.2) (8.4) State and local (1.7) (2.7) (1.1) Income tax provision $ 126.1 $ 121.0 $ 118.3 |
Schedule of deferred tax assets and liabilities | Deferred income tax assets and liabilities as of December 31 were as follows: ($ in millions) 2022 2021 Deferred tax assets: Allowance for credit losses $ 23.7 $ 26.2 Operating lease liabilities 11.7 12.0 Inventories 15.8 8.6 Pension benefits 1.7 1.6 Other accruals and prepayments 42.6 31.5 Deferred revenue 16.0 15.3 Warranty services 9.5 10.8 Stock-based compensation expense 6.8 7.4 Tax credit and loss carryforwards 50.8 39.0 Other 5.0 2.5 Valuation allowances (26.8) (23.0) Total deferred tax assets 156.8 131.9 Deferred tax liabilities: Property, plant and equipment (4.5) (8.5) Operating lease right-of-use assets (10.4) (11.1) Insurance, including self-insurance (6.5) (16.0) Goodwill and other intangibles (105.4) (107.3) Other (3.3) (5.8) Total deferred tax liabilities (130.1) (148.7) Net deferred tax asset (liability) $ 26.7 $ (16.8) |
Schedule of effective income tax rate reconciliation | The effective income tax rate for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows: Percentage of Pretax Earnings 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % Increase (decrease) in tax rate resulting from: State income taxes (net of federal income tax benefit) 4.0 % 3.9 % 3.1 % Non-U.S. income taxed at different rate than U.S. statutory rate 0.7 % 0.7 % 4.0 % Foreign derived intangible income taxation (1.4) % (1.5) % (1.6) % Nontaxable income (0.9) % (1.0) % (3.3) % Uncertain tax positions 0.3 % 0.2 % 1.5 % Tax credits (1.3) % (1.0) % (0.7) % Goodwill impairment — % — % 1.1 % Other 1.5 % 0.4 % 0.6 % Effective income tax rate 23.9 % 22.7 % 25.7 % |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding amounts accrued for potential interest and penalties, is as follows as of December 31: ($ in millions) 2022 2021 2020 Unrecognized tax benefits, beginning of year $ 14.1 $ 17.4 $ 14.5 Additions based on tax positions related to the current year 1.0 2.7 8.5 Additions for tax positions of prior years 1.2 0.2 0.5 Reductions for tax positions of prior years (1.1) (2.9) (0.6) Lapse of statute of limitations — — (0.3) Settlements (0.9) (2.9) (2.1) Effect of foreign currency translation (0.3) (0.4) 0.3 Separation-related adjustments — — (3.4) Unrecognized tax benefits, end of year $ 14.0 $ 14.1 $ 17.4 |
Restructuring and Other Relat_2
Restructuring and Other Related Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and other related charges | Restructuring and other related charges for the years ended December 31 were as follows: ($ in millions) 2022 2021 2020 Employee severance related $ 10.6 $ 11.5 $ 4.9 Facility exit and other related 0.9 1.6 — Total restructuring and other related charges $ 11.5 $ 13.1 $ 4.9 ($ in millions) 2022 2021 2020 Cost of sales $ 3.2 $ 2.5 $ 0.2 Selling, general and administrative expenses 8.3 10.6 4.7 Total $ 11.5 $ 13.1 $ 4.9 |
Accrual balance and utilization by type of restructuring cost | The table below summarizes the accrual balance and utilization by type of restructuring cost associated with our restructuring actions: ($ in millions) Balance as of January 1, 2021 Costs Incurred Paid / Settled Balance as of December 31, 2021 Costs Incurred Paid / Settled Balance as of December 31, 2022 Employee severance and related $ 3.3 $ 11.5 $ (10.0) $ 4.8 $ 10.6 $ (13.9) $ 1.5 Facility exit and other related — 1.6 (0.5) 1.1 0.9 (0.9) 1.1 Total $ 3.3 $ 13.1 $ (10.5) $ 5.9 $ 11.5 $ (14.8) $ 2.6 |
Litigation and Contingencies (T
Litigation and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Other Assets, Noncurrent | Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of December 31: ($ in millions) Classification 2022 2021 Gross liabilities Current Accrued expenses and other current liabilities $ 27.1 $ 21.5 Long-term Other long-term liabilities 78.1 57.5 Total 105.2 79.0 Projected insurance recoveries Current Prepaid expenses and other current assets 21.2 14.8 Long-term Other assets 47.4 30.2 Total $ 68.6 $ 45.0 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Future Compensation | Future compensation amounts will be adjusted for any changes in estimated forfeitures: ($ in millions) Stock Awards $ 33.2 Stock options 2.8 Total unrecognized compensation cost $ 36.0 |
Schedule of Stock Option Activity | The following summarizes option activity under the Stock Plan and the Fortive Plans for the years ended December 31, 2022, 2021 and 2020 (in thousands, except price per share and numbers of years): Options (b) Weighted Average Exercise Price (b) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of January 1, 2020 1,754 $ 53.74 Granted 815 Exercised (360) Canceled/forfeited (80) Aggregate impact of conversion related to the Separation (a) 2,406 Outstanding as of December 31, 2020 4,535 27.17 Granted 44 31.48 Exercised (385) 19.53 Canceled/forfeited (249) 30.34 Outstanding as of December 31, 2021 3,945 27.77 Granted — — Exercised (152) 16.14 Canceled/forfeited (530) 29.88 Outstanding as of December 31, 2022 3,263 27.97 4.9 $ 1,652 Vested and expected to vest as of December 31, 2022 3,128 27.83 4.8 1,652 Exercisable as of December 31, 2022 2,376 $ 26.69 4.3 $ 1,652 (a) The “Aggregate impact of conversion related to the Separation” represents the additional stock options issued as a result of the Separation by applying the “concentration method” to convert employee options based on the ratio of the fair value of Fortive and Vontier common stock calculated using the closing prices as of October 8, 2020. (b) The options and weighted average exercise price for the periods prior to the Separation are pre-impact of the modification of the awards related to the Separation. Options outstanding as of December 31, 2022 are summarized below (in millions; except price per share and numbers of years): Outstanding Vested Exercise Price Number of Options Average Exercise Price Average Remaining Life (in years) Number of Options Average Exercise Price $12.19 - $17.43 0.5 $ 16.39 2.2 0.5 $ 16.39 $17.44 - $23.46 0.4 21.64 3.9 0.4 21.58 $23.47 - $29.34 0.2 28.87 6.3 0.1 28.73 $29.35 - $31.46 1.7 31.35 5.4 1.1 31.33 $31.47 - $33.66 0.5 $ 33.40 6.2 0.3 $ 33.43 Total shares 3.3 2.4 The following summarizes aggregate intrinsic value and cash receipts related to stock option exercise activity under the Stock Plan and the Fortive Plans for the years ended December 31: ($ in millions) 2022 2021 2020 Aggregate intrinsic value of stock options exercised $ 1.0 $ 5.4 $ 9.6 Cash receipts from stock options exercised (a) 1.8 7.4 9.4 (a) Cash receipts prior to the Separation were recorded as an increase to Former Parent's investment. This amount was $7.6 million during the year ended December 31, 2020. |
Schedule of Assumptions Used | The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes model for service condition awards with the following weighted average assumptions for the years ended December 31, 2021 and 2020. There were no options granted during the year ended December 31, 2022. 2021 2020 Risk-free interest rate 0.97 % 0.42 % Volatility 28.8 % 27.2 % Dividend yield — % — % Expected years until exercise 6.5 6.5 Weighted average fair value at date of grant $ 9.75 $ 9.95 |
Schedule of Stock Unit Activity | The following summarizes information related to Stock Award activity under the Stock Plan and the Fortive Plans for the years ended December 31, 2022, 2021 and 2020 (in thousands; except price per share): Number of Stock Awards (b) Weighted Average Grant-Date Fair Value (b) Unvested as of January 1, 2020 319 $ 62.00 Granted 593 Vested (96) Forfeited (26) Aggregate impact of conversion related to the Separation (a) 592 Unvested as of December 31, 2020 1,382 Granted 942 33.43 Vested (403) 29.82 Forfeited (158) 31.64 Unvested as of December 31, 2021 1,763 32.44 Granted 1,422 23.60 Vested (573) 31.29 Forfeited (427) 29.15 Unvested as of December 31, 2022 2,185 $ 27.39 (a) The “Aggregate impact of conversion related to the Separation” represents the additional Stock Awards issued as a result of the Separation by applying the “concentration method” to convert Stock Awards based on the ratio of the fair value of Fortive and Vontier common stock calculated using the closing prices as of October 8, 2020. (b) The awards and weighted average grant-date fair value for the periods prior to the Separation are pre-impact of the modification of the awards related to the Separation. PSUs are included at target. |
Capital Stock and Earnings Pe_2
Capital Stock and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Information related to the calculation of net earnings per share of common stock is summarized as follows: Year Ended December 31 ($ and shares in millions, except per share amounts) 2022 2021 2020 Numerator: Net earnings $ 401.3 $ 413.0 $ 342.0 Denominator: Basic weighted average common shares outstanding 160.5 169.0 168.4 Effect of dilutive stock options and RSUs 0.5 1.1 1.0 Diluted weighted average common shares outstanding 161.0 170.1 169.4 Earnings per share: Basic $ 2.50 $ 2.44 $ 2.03 Diluted $ 2.49 $ 2.43 $ 2.02 Anti-dilutive shares 3.3 2.5 2.7 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party expenses allocated to the Company from Fortive and its subsidiaries for the year ended December 31, 2020 were as follows: ($ in millions) 2020 Allocated corporate expenses $ 28.0 Directly attributable expenses: Insurance programs expenses 2.2 Medical insurance programs expenses 31.4 Deferred compensation program expenses 0.9 Total related-party expenses $ 62.5 |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Key Components of Discontinued Operations | The following table summarizes the carrying amounts of major classes of assets and liabilities of the Disposal Groups as of December 31, 2022 (in millions): ASSETS Accounts receivable, net $ 26.8 Inventories 16.8 Other current assets 1.5 Property, plant and equipment, net 10.5 Operating lease right-of-use assets 0.4 Other intangible assets, net 28.7 Goodwill 56.0 Other assets 4.9 Total assets held for sale $ 145.6 LIABILITIES Trade accounts payable $ 20.0 Accrued expenses and other current liabilities 13.1 Other long-term liabilities 9.9 Total liabilities held for sale $ 43.0 |
Business Overview (Details)
Business Overview (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 09, 2020 | Jan. 31, 2021 shares | Dec. 31, 2022 segment | Dec. 31, 2020 USD ($) | |
Product Information [Line Items] | ||||
Number of reportable segments | 1 | |||
Number of operating segments | 2 | |||
Number of shares sold (in shares) | shares | 33,500,000 | |||
Fortive Separation Agreement | Affiliated Entity | ||||
Product Information [Line Items] | ||||
Payable to Fortive within 90 days | $ | $ 86.1 | |||
Vontier | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Fortive | ||||
Product Information [Line Items] | ||||
Spinoff transaction, percentage of outstanding common stock distributed (as a percent) | 80.10% | |||
Shares of Vontier converted into shares of Fortive (in shares) | 2.5 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) reporting_unit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Accounting Policies [Abstract] | ||||
Provision for credit loss | $ 32,200,000 | $ 36,800,000 | $ 42,900,000 | |
Number of reporting units | reporting_unit | 7 | |||
Goodwill attributable to reporting units | $ 1,800,000,000 | |||
Impairment of goodwill | 0 | 0 | 85,300,000 | |
Adjustment for new accounting standards | $ (579,500,000) | $ (573,700,000) | $ (191,700,000) | $ (1,799,200,000) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 30 years |
Machinery, equipment and other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Machinery, equipment and other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 10 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 USD ($) | Feb. 07, 2022 USD ($) | Sep. 13, 2021 USD ($) | Apr. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) business | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 06, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisitions, net of cash received | $ 277.5 | $ 955.8 | $ 0 | |||||
Measurement period adjustment for prior year acquisition increase (decrease) | (12.9) | |||||||
Gain on previously held equity interests from combination of business | 32.7 | 0 | 0 | |||||
Goodwill | $ 1,738.7 | $ 1,667.2 | $ 1,092.1 | |||||
Number of businesses acquired | business | 2 | |||||||
Driivz Ltd. | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting interests acquired | 81% | |||||||
Cash paid for acquisitions, net of cash received | $ 152.6 | |||||||
Measurement period adjustment for prior year acquisition increase (decrease) | $ (5.1) | |||||||
Carrying value prior to acquisition (as a percent) | 19% | |||||||
Equity securities measured at fair value | $ 10.3 | |||||||
Investment in acquiree, fair value | 43 | |||||||
Gain on previously held equity interests from combination of business | $ 32.7 | |||||||
Acquisition related costs | 1.2 | |||||||
Goodwill | 125.8 | |||||||
Other assets | $ 2.9 | |||||||
Invenco | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisitions, net of cash received | $ 83.1 | |||||||
Measurement period adjustment for prior year acquisition increase (decrease) | 4.7 | |||||||
Acquisition related costs | 1.3 | |||||||
Contingent consideration, liability | 6.1 | |||||||
Contingent consideration | 100 | |||||||
Definite-lived intangibles acquired | $ 35.7 | |||||||
Weighted average life | 5 years | |||||||
Goodwill | $ 32 | |||||||
Other assets | $ 15.4 | |||||||
Series of Individually Immaterial Business Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | 5.5 | |||||||
Cash consideration paid | $ 43.4 | |||||||
DRB | ||||||||
Business Acquisition [Line Items] | ||||||||
Measurement period adjustment for prior year acquisition increase (decrease) | $ (15.6) | |||||||
Goodwill | 571.8 | |||||||
Other assets | 15 | |||||||
Cash consideration paid | $ 955.8 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Feb. 07, 2022 | Sep. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,738.7 | $ 1,667.2 | $ 1,092.1 | ||
Measurement period adjustments for prior year acquisition | (12.9) | ||||
Driivz Ltd. | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 1 | ||||
Goodwill | 125.8 | ||||
Measurement period adjustments for prior year acquisition | $ (5.1) | ||||
Other assets | 2.9 | ||||
Accrued expenses and other current liabilities | (12.5) | ||||
Other long-term liabilities | (15.2) | ||||
Purchase price, net of cash received | 195.6 | ||||
Driivz Ltd. | Technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 56.3 | ||||
Weighted average life | 8 years | ||||
Driivz Ltd. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 28.1 | ||||
Weighted average life | 13 years | ||||
Driivz Ltd. | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 9.2 | ||||
Weighted average life | 16 years | ||||
DRB | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 14 | ||||
Measurement Period Adjustments, accounts receivable | (3.3) | ||||
Inventories | 20.9 | ||||
Measurement Period Adjustment, inventories | (0.1) | ||||
Prepaid expenses and other current assets | 3.7 | ||||
Measurement Period Adjustment, prepaid and other current assets | (0.1) | ||||
Goodwill | 571.8 | ||||
Measurement period adjustments for prior year acquisition | (15.6) | ||||
Other assets | 15 | ||||
Measurement Period Adjustments, Other assets | 0.1 | ||||
Trade accounts payable | (5.8) | ||||
Measurement Period Adjustment, trade accounts payable | 0 | ||||
Accrued expenses and other current liabilities | (42.1) | ||||
Measurement Period Adjustments, Accrued expenses and other current liabilities | 2.5 | ||||
Other long-term liabilities | (27.3) | ||||
Measurement Period Adjustments, Other long-term liabilities | 16.3 | ||||
Purchase price, net of cash received | 955.8 | ||||
Measurement Period Adjustments, Purchase price, net of cash acquired | 0.3 | ||||
DRB | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 17.3 | ||||
Inventories | 21 | ||||
Prepaid expenses and other current assets | 3.8 | ||||
Goodwill | 587.4 | ||||
Other assets | 14.9 | ||||
Trade accounts payable | (5.8) | ||||
Accrued expenses and other current liabilities | (44.6) | ||||
Other long-term liabilities | (43.6) | ||||
Purchase price, net of cash received | 955.5 | ||||
DRB | Technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 142.6 | ||||
Measurement Period Adjustments, Technology | $ 0.5 | ||||
Weighted average life | 9 years | ||||
DRB | Technology | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 142.1 | ||||
DRB | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 227 | ||||
Measurement Period Adjustments, Technology | $ 0 | ||||
Weighted average life | 11 years | ||||
DRB | Customer relationships | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 227 | ||||
DRB | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 36 | ||||
Measurement Period Adjustments, Technology | $ 0 | ||||
Weighted average life | 14 years | ||||
DRB | Trade names | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 36 |
Financing and Trade Receivabl_3
Financing and Trade Receivables - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Net unamortized discount on financing receivable | $ 16.8 | $ 16.7 | |
Financing receivable, allowance for credit loss | 57.3 | 65.9 | $ 66.8 |
Financing receivable, allowance for credit loss, current | 19.6 | 23.4 | |
Financing receivable, allowance for credit losses | $ 37.7 | 42.5 | |
PSAs | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, period for uncollectible status | 180 days | ||
Financing receivable, allowance for credit loss | $ 45.5 | 54.1 | 54.3 |
Financing receivable, allowance for credit loss, current | 13.1 | 16.9 | |
Financing receivable, allowance for credit losses | $ 32.4 | 37.2 | |
PSAs | Maximum | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, payment terms | 5 years | ||
Franchisee Notes | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, payment terms | 21 days | ||
Financing receivable, period for uncollectible status | 1 year | ||
Financing receivable, allowance for credit loss | $ 11.8 | 11.8 | $ 12.5 |
Financing receivable, allowance for credit loss, current | 6.5 | 6.5 | |
Financing receivable, allowance for credit losses | $ 5.3 | $ 5.3 | |
Franchisee Notes | Maximum | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, payment terms | 10 years |
Financing and Trade Receivabl_4
Financing and Trade Receivables - Schedule of Financing Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Gross current financing receivables: | ||
Current financing receivables, gross | $ 115 | $ 113.9 |
Total allowance for credit losses | 19.6 | 23.4 |
Total current financing receivables, net | 95.4 | 90.5 |
Gross long-term financing receivables: | ||
Long-term financing receivables, gross | 287.5 | 284.2 |
Long-term financing receivable, allowance for credit losses | 37.7 | 42.5 |
Total long-term financing receivables, net | 249.8 | 241.7 |
PSAs | ||
Gross current financing receivables: | ||
Current financing receivables, gross | 96.6 | 98.4 |
Total allowance for credit losses | 13.1 | 16.9 |
Total current financing receivables, net | 83.5 | 81.5 |
Gross long-term financing receivables: | ||
Long-term financing receivables, gross | 224 | 219.7 |
Long-term financing receivable, allowance for credit losses | 32.4 | 37.2 |
Total long-term financing receivables, net | 191.6 | 182.5 |
Franchisee Notes | ||
Gross current financing receivables: | ||
Current financing receivables, gross | 18.4 | 15.5 |
Total allowance for credit losses | 6.5 | 6.5 |
Total current financing receivables, net | 11.9 | 9 |
Gross long-term financing receivables: | ||
Long-term financing receivables, gross | 63.5 | 64.5 |
Long-term financing receivable, allowance for credit losses | 5.3 | 5.3 |
Total long-term financing receivables, net | $ 58.2 | $ 59.2 |
Financing and Trade Receivabl_5
Financing and Trade Receivables - Schedule of Amortized Cost by Origination Year (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
PSAs | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | $ 170.9 | |
2021 | 80.7 | |
2020 | 42.3 | |
2019 | 19.1 | |
2018 | 5.5 | |
Prior | 2.1 | |
Total | 320.6 | $ 318.1 |
PSAs | Less than 400 | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 15.4 | |
2021 | 8 | |
2020 | 4 | |
2019 | 2.2 | |
2018 | 0.6 | |
Prior | 0.3 | |
Total | 30.5 | |
PSAs | 400-599 | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 24.7 | |
2021 | 12.4 | |
2020 | 7.2 | |
2019 | 3.3 | |
2018 | 1 | |
Prior | 0.5 | |
Total | 49.1 | |
PSAs | 600-799 | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 50.4 | |
2021 | 26 | |
2020 | 13.6 | |
2019 | 6.2 | |
2018 | 1.9 | |
Prior | 0.7 | |
Total | 98.8 | |
PSAs | 800+ | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 80.4 | |
2021 | 34.3 | |
2020 | 17.5 | |
2019 | 7.4 | |
2018 | 2 | |
Prior | 0.6 | |
Total | 142.2 | |
Franchisee Notes | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 24.2 | |
2021 | 24 | |
2020 | 10.4 | |
2019 | 9.9 | |
2018 | 5.1 | |
Prior | 8.3 | |
Total | 81.9 | |
Franchisee Notes | Active distributors | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 23.9 | |
2021 | 22.3 | |
2020 | 8.1 | |
2019 | 7.1 | |
2018 | 3.9 | |
Prior | 3.9 | |
Total | 69.2 | |
Franchisee Notes | Separated distributors | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 0.3 | |
2021 | 1.7 | |
2020 | 2.3 | |
2019 | 2.8 | |
2018 | 1.2 | |
Prior | 4.4 | |
Total | $ 12.7 |
Financing and Trade Receivabl_6
Financing and Trade Receivables - Schedule of Financing Receivable Past Due (Details) - PSAs - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | ||
Total | $ 320.6 | $ 318.1 |
Greater than 90 days past due and accruing interest | 6.9 | 6.5 |
Total past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total | 12.3 | 11.5 |
30-59 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total | 3.6 | 3.3 |
60-90 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total | 1.8 | 1.7 |
Greater than 90 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total | 6.9 | 6.5 |
Total not considered past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total | $ 308.3 | $ 306.6 |
Financing and Trade Receivabl_7
Financing and Trade Receivables - Schedule Of Allowance For Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | $ 65.9 | $ 66.8 |
Provision for credit losses | 26.2 | 29.1 |
Write-offs | (37.1) | (33.1) |
Recoveries of amounts previously charged off | 2.3 | 3.1 |
Balances at end of period | 57.3 | 65.9 |
PSAs | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | 54.1 | 54.3 |
Provision for credit losses | 21.5 | 24.9 |
Write-offs | (32.2) | (27.5) |
Recoveries of amounts previously charged off | 2.1 | 2.4 |
Balances at end of period | 45.5 | 54.1 |
Franchisee Notes | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | 11.8 | 12.5 |
Provision for credit losses | 4.7 | 4.2 |
Write-offs | (4.9) | (5.6) |
Recoveries of amounts previously charged off | 0.2 | 0.7 |
Balances at end of period | $ 11.8 | $ 11.8 |
Financing and Trade Receivabl_8
Financing and Trade Receivables - Allowance For Credit Losses Related To Trade Accounts Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Credit Loss [Abstract] | |||
Cost basis of trade accounts receivable | $ 434 | $ 406.3 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 15.5 | 15.5 | 18.1 |
Provision for credit losses | 6 | 7.7 | |
Write-offs | (5.7) | (10.2) | |
Reclassification to held for sale | $ 0 | (0.3) | |
Foreign currency and other | (0.9) | (0.1) | |
Ending balance | 14.6 | 15.5 | |
Net trade accounts receivable balance | $ 419.4 | $ 390.8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 136.6 | $ 104.7 |
Work in process | 34.8 | 34.4 |
Raw materials | 174.6 | 147.9 |
Total | $ 346 | $ 287 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 324,600,000 | $ 356,900,000 | |
Less: accumulated depreciation | (232,500,000) | (256,300,000) | |
Property, plant and equipment, net | 92,100,000 | 100,600,000 | |
Interest capitalized | 0 | 0 | $ 0 |
Depreciation and amortization expense | 23,700,000 | 23,600,000 | $ 22,000,000 |
United States | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 62,700,000 | 73,800,000 | |
Land and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | 4,900,000 | 6,100,000 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | 66,100,000 | 68,200,000 | |
Machinery, equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 253,600,000 | $ 282,600,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 1,667.2 | $ 1,092.1 |
Foreign currency translation and other | (47.3) | (9.6) |
Measurement period adjustments for prior year acquisition | (12.9) | |
Additions to goodwill for current year acquisitions (including measurement period adjustments) | 187.7 | 584.7 |
Reclassification to held for sale | (56) | |
Goodwill, end of period | $ 1,738.7 | $ 1,667.2 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, impaired, accumulated impairment loss | $ 85,300,000 | $ 85,300,000 | ||
Percentage of fair value in excess of carrying amount (as a percent) | 5% | |||
Impairment of goodwill | 0 | 0 | $ 85,300,000 | |
Total amortization expense | $ 78,000,000 | $ 42,400,000 | $ 29,000,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Finite and Indefinite Lived Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 835.7 | $ 737.1 |
Accumulated Amortization | (276.4) | (222.5) |
Total | 559.3 | 514.6 |
Intangible assets, gross (excluding goodwill) | 926.1 | 838.4 |
Total intangible assets, net | 649.7 | 615.9 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks and trade names | 90.4 | 101.3 |
Patents and technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 299.9 | 215.4 |
Accumulated Amortization | (86.8) | (59.4) |
Total | 213.1 | 156 |
Customer relationships, trade names and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 535.8 | 521.7 |
Accumulated Amortization | (189.6) | (163.1) |
Total | $ 346.2 | $ 358.6 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Finite-Lived Intangibles Assets, Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 82.2 | |
2024 | 80.7 | |
2025 | 75.7 | |
2026 | 63.7 | |
2027 | 58.9 | |
Thereafter | 198.1 | |
Total | $ 559.3 | $ 514.6 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities measured at fair value | $ 21.3 | |
Contingent consideration liabilities | 11.6 | |
Deferred compensation liabilities | 5.1 | $ 4.8 |
Quoted Prices in Active Market (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities measured at fair value | 21.3 | 0 |
Contingent consideration liabilities | 0 | |
Deferred compensation liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities measured at fair value | 0 | |
Contingent consideration liabilities | 0 | |
Deferred compensation liabilities | 5.1 | 4.8 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities measured at fair value | 0 | |
Contingent consideration liabilities | 11.6 | |
Deferred compensation liabilities | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Oct. 08, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on sale of investments | $ 3.1 | |||
Goodwill | 1,738.7 | $ 1,667.2 | $ 1,092.1 | |
Other intangible assets, net | 649.7 | 615.9 | ||
Fortive | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation liabilities | 4.9 | |||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation liabilities reclassified to APIC | $ 7.6 | |||
Deferred compensation liabilities | $ 5.1 | $ 4.8 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Compensation, pension and post-retirement benefits | $ 95.1 | $ 112.5 |
Claims, including self-insurance and litigation | 33.6 | 25.9 |
Income and other taxes | 28.9 | 23 |
Deferred revenue | 135.2 | 133.7 |
Sales and product allowances | 39.6 | 47.6 |
Warranty | 29.7 | 33.4 |
Other | 75.5 | 115.9 |
Total | 437.6 | 492 |
Long-term | ||
Compensation, pension and post-retirement benefits | 13.5 | 16.3 |
Claims, including self-insurance and litigation | 82 | 63.4 |
Income and other taxes | 24.8 | 53.6 |
Deferred revenue | 48.7 | 56.3 |
Sales and product allowances | 0 | 0 |
Warranty | 13.3 | 16 |
Other | 31.9 | 17.7 |
Total | $ 214.2 | $ 223.3 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Accrued Warranty Liability (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Accrued warranty liability, beginning of period | $ 49.4 | $ 54.6 |
Accruals for warranties issued during the year | 26.1 | 34.7 |
Settlements made | (30.9) | (40.2) |
Additions due to acquisition | 0.4 | 0.5 |
Effect of foreign currency translation | (0.6) | (0.2) |
Reclassification to held for sale | (1.4) | 0 |
Accrued warranty liability, end of period | $ 43 | $ 49.4 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating lease, extension period | 15 years |
Operating lease, termination period | 1 year |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated and Combined Statements of Earnings and Comprehensive Income | |||
Operating lease cost | $ 22.6 | $ 21.5 | $ 22.5 |
Consolidated and Combined Statements of Cash Flows | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 20.3 | 20.5 | 21 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 13.3 | $ 19.8 | $ 13.6 |
Weighted average remaining lease term | 4 years 7 months 6 days | 5 years 2 months 12 days | |
Weighted average discount rate | 4% | 2.60% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 14.3 |
2024 | 11.5 |
2025 | 8.8 |
2026 | 6.9 |
2027 | 5.1 |
Thereafter | 5.6 |
Total lease payments | 52.2 |
Less: imputed interest | (4.4) |
Total lease liabilities | $ 47.8 |
Financing - Components of Debt
Financing - Components of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total short-term borrowings | $ 4.6 | $ 3.7 |
Total long-term debt | 2,600 | 2,600 |
Less: discounts and debt issuance costs | (14.3) | (16.2) |
Total long-term debt, net | 2,585.7 | 2,583.8 |
India Credit Facility | ||
Debt Instrument [Line Items] | ||
Total short-term borrowings | 0 | 1.5 |
Other short-term borrowings and bank overdrafts | ||
Debt Instrument [Line Items] | ||
Total short-term borrowings | 4.6 | 2.2 |
Two-Year Term Loans due 2023 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 600 |
Three-Year Term Loans due 2024 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 400 | 400 |
Three-Year Term Loans due 2025 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 600 | 0 |
Stated interest rate (as a percent) | 5.67% | |
1.800% senior unsecured notes due 2026 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 500 | 500 |
Stated interest rate (as a percent) | 1.80% | |
2.400% senior unsecured notes due 2028 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 500 | 500 |
Stated interest rate (as a percent) | 2.40% | |
2.950% senior unsecured notes due 2031 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 600 | 600 |
Stated interest rate (as a percent) | 2.95% | |
Revolving Credit Facility due 2026 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0 | $ 0 |
Financing - Narrative (Details)
Financing - Narrative (Details) | 12 Months Ended | ||||||||||
Dec. 30, 2022 USD ($) | Oct. 28, 2022 USD ($) | Sep. 13, 2021 USD ($) | Aug. 05, 2021 USD ($) | Apr. 28, 2021 USD ($) | Mar. 10, 2021 USD ($) | Sep. 29, 2020 USD ($) | Dec. 31, 2022 USD ($) subsidiary | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 INR (₨) subsidiary | |
Debt Instrument [Line Items] | |||||||||||
Interest payments on long term debt | $ 67,500,000 | $ 37,100,000 | $ 5,900,000 | ||||||||
Total long-term debt | $ 2,600,000,000 | 2,600,000,000 | |||||||||
Number of wholly-owned subsidiaries | subsidiary | 2 | 2 | |||||||||
Repayment of long-term debt | $ 1,167,000,000 | 1,400,000,000 | $ 0 | ||||||||
Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of senior notes | $ 1,600,000,000 | ||||||||||
Unamortized discount | 3,500,000 | ||||||||||
Debt issuance costs | 13,900,000 | ||||||||||
Repayment of long-term debt | $ 1,400,000,000 | ||||||||||
Repurchase amount of principal and unpaid interest (as a percent) | 101% | ||||||||||
Senior Notes | Significant Other Observable Inputs (Level 2) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Estimated fair value of notes | 1,200,000,000 | ||||||||||
Three-Year Term Loans due 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | 400,000,000 | 400,000,000 | |||||||||
Three-Year Term Loans due 2024 | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt term | 3 years | 3 years | |||||||||
Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio, maximum | 3.75 | ||||||||||
Consolidated interest coverage ratio, minimum | 3.50 | ||||||||||
India Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 10,300,000 | ₨ 850,000,000 | |||||||||
Remaining borrowing capacity (less than) | 10,300,000 | ||||||||||
Two-Year Term Loans due 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | 0 | 600,000,000 | |||||||||
Debt term | 2 years | ||||||||||
Aggregate principal amount of debt issued | $ 600,000,000 | ||||||||||
Proceeds from issuance of term loans | $ 600,000,000 | ||||||||||
Three-Year Term Loans due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 600,000,000 | 0 | |||||||||
Debt term | 3 years | 3 years | |||||||||
Aggregate principal amount of debt issued | $ 600,000,000 | ||||||||||
Proceeds from issuance of term loans | $ 600,000,000 | ||||||||||
Stated interest rate (as a percent) | 5.67% | 5.67% | |||||||||
Three-Year Term Loans due 2025 | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Spread on variable rate (as a percent) | 0.10% | ||||||||||
Three-Year Term Loans due 2025 | Secured Overnight Financing Rate, Ratings Based Margin | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Spread on variable rate (as a percent) | 1.25% | ||||||||||
1.800% senior unsecured notes due 2026 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 500,000,000 | 500,000,000 | |||||||||
Stated interest rate (as a percent) | 1.80% | 1.80% | |||||||||
1.800% senior unsecured notes due 2026 | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount of debt issued | $ 500,000,000 | ||||||||||
Stated interest rate (as a percent) | 1.80% | ||||||||||
Percent of principal issued | 99.855% | ||||||||||
1.800% senior unsecured notes due 2026 | US Treasury (UST) Interest Rate | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Spread on variable rate (as a percent) | 0.20% | ||||||||||
2.400% senior unsecured notes due 2028 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 500,000,000 | 500,000,000 | |||||||||
Stated interest rate (as a percent) | 2.40% | 2.40% | |||||||||
2.400% senior unsecured notes due 2028 | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount of debt issued | $ 500,000,000 | ||||||||||
Stated interest rate (as a percent) | 2.40% | ||||||||||
Percent of principal issued | 99.703% | ||||||||||
2.400% senior unsecured notes due 2028 | US Treasury (UST) Interest Rate | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Spread on variable rate (as a percent) | 0.20% | ||||||||||
2.950% senior unsecured notes due 2031 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 600,000,000 | $ 600,000,000 | |||||||||
Stated interest rate (as a percent) | 2.95% | 2.95% | |||||||||
2.950% senior unsecured notes due 2031 | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount of debt issued | $ 600,000,000 | ||||||||||
Stated interest rate (as a percent) | 2.95% | ||||||||||
Percent of principal issued | 99.791% | ||||||||||
2.950% senior unsecured notes due 2031 | US Treasury (UST) Interest Rate | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Spread on variable rate (as a percent) | 0.25% | ||||||||||
Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percentage | 100% | ||||||||||
Line of Credit | Three-Year Term Loans due 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 400,000,000 | $ 400,000,000 | |||||||||
Stated interest rate (as a percent) | 5.51% | 5.51% | |||||||||
Line of Credit | Three-Year Term Loans due 2024 | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Spread on variable rate (as a percent) | 1.125% | ||||||||||
Revolving Credit Facility due 2026 | Revolving credit facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 0 | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 750,000,000 | ||||||||||
Revolving Credit Facility due 2026 | Revolving credit facility | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee, unused capacity (as a percent) | 0.125% | ||||||||||
Revolving Credit Facility due 2026 | Revolving credit facility | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee, unused capacity (as a percent) | 0.325% | ||||||||||
Revolving Credit Facility due 2026 | Revolving credit facility | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Spread on variable rate (as a percent) | 1.175% |
Financing - Schedule of Contrac
Financing - Schedule of Contractual Maturities of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total principal payments | $ 2,600 | $ 2,600 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
2023 | 0 | |
2024 | 400 | |
2025 | 600 | |
2026 | 500 | |
2027 | 0 | |
Thereafter | 1,100 | |
Total principal payments | $ 2,600 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Pension benefit obligations | $ 14.6 | $ 18.7 | |
Fair value of plan assets | 7.6 | 9.1 | |
Funded (unfunded) status of plan | 7 | 9.6 | |
Net periodic benefit costs | 0.7 | 0.6 | $ 0.6 |
Compensation expense recognized for 401(k) | $ 41 | $ 40 | $ 39.5 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 573.7 | $ 191.7 | $ 1,799.2 |
Other comprehensive income before reclassifications, net of income taxes | (77.1) | (13.4) | 44.6 |
Amounts reclassified from accumulated other comprehensive income: | |||
Increase (decrease) | 2 | 1.9 | 0.5 |
Income tax impact | (0.5) | (0.6) | |
Amounts reclassified from accumulated other comprehensive income, net of income taxes | 1.5 | 1.3 | 0.5 |
Net current period other comprehensive income, net of income taxes | (75.6) | (12.1) | 45.1 |
Ending balance | 579.5 | 573.7 | 191.7 |
Total | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 181.7 | 193.8 | 148.7 |
Amounts reclassified from accumulated other comprehensive income: | |||
Net current period other comprehensive income, net of income taxes | 45.1 | ||
Ending balance | 106.1 | 181.7 | 193.8 |
Foreign currency translation adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 184.9 | 198.3 | 153.7 |
Other comprehensive income before reclassifications, net of income taxes | (77.1) | (13.4) | 44.6 |
Amounts reclassified from accumulated other comprehensive income: | |||
Increase (decrease) | 0 | 0 | 0 |
Income tax impact | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income, net of income taxes | 0 | 0 | 0 |
Net current period other comprehensive income, net of income taxes | (77.1) | (13.4) | 44.6 |
Ending balance | 107.8 | 184.9 | 198.3 |
Other Adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (3.2) | (4.5) | (5) |
Other comprehensive income before reclassifications, net of income taxes | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income: | |||
Increase (decrease) | 2 | 1.9 | 0.5 |
Income tax impact | (0.5) | (0.6) | |
Amounts reclassified from accumulated other comprehensive income, net of income taxes | 1.5 | 1.3 | 0.5 |
Net current period other comprehensive income, net of income taxes | 1.5 | 1.3 | 0.5 |
Ending balance | $ (1.7) | $ (3.2) | $ (4.5) |
Sales - Contract Assets and Lia
Sales - Contract Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Contract assets | $ 12.3 | $ 10.4 | |
Deferred revenue, current | 135.2 | 133.7 | |
Deferred revenue, noncurrent | 48.7 | 56.3 | |
Total contract liabilities | 183.9 | 190 | |
Contract liabilities, revenue recognized | $ 100.5 | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets, estimated useful lives | 3 years | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets, estimated useful lives | 5 years | ||
Deferred Sales Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue-related contract assets | $ 88.6 | 78.4 | |
Capitalized contract cost, amortization | $ 34.6 | $ 39.2 | $ 46.2 |
Sales - Remaining Performance O
Sales - Remaining Performance Obligation (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 369.7 |
Sales - Remaining Performance_2
Sales - Remaining Performance Obligation, Expected Timing (Details) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 35% |
Remaining performance obligation, expected timing | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 65% |
Remaining performance obligation, expected timing | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing | 4 years |
Sales - Disaggregation of Reven
Sales - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Sales | $ 3,184.4 | $ 2,990.7 | $ 2,704.6 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 2,383 | 2,131.1 | 1,898.3 |
Western Europe | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 242.6 | 266.1 | 255.7 |
High-growth markets | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 419.1 | 454.1 | 432.9 |
Rest of world | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 139.7 | 139.4 | 117.7 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 2,280.3 | 2,056.9 | 1,843.2 |
Sales of products | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 2,874.3 | 2,712.7 | 2,459.9 |
Sales of services | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 310.1 | 278 | 244.7 |
Retail fueling hardware | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 854.5 | 879.9 | 822.9 |
Auto repair | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 646.1 | 634.4 | 526.9 |
Service and other recurring revenue | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 474.2 | 484.8 | 445.3 |
Environmental | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 288.6 | 272.6 | 235.7 |
Retail solutions | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 610.6 | 416.8 | 375.9 |
Software-as-a-service | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 175.1 | 185.2 | 181.6 |
Alternative energy | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 86.7 | 64.8 | 68.1 |
Smart cities | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 39.3 | 37.6 | 32.4 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 9.3 | 14.6 | 15.8 |
Mobility technologies | |||
Disaggregation of Revenue [Line Items] | |||
Sales | 2,440.5 | 2,258.6 | 2,087.5 |
Diagnostics and repair technologies | |||
Disaggregation of Revenue [Line Items] | |||
Sales | $ 743.9 | $ 732.1 | $ 617.1 |
Income Taxes - Earnings Before
Income Taxes - Earnings Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 552.4 | $ 506.8 | $ 496.8 |
Non-U.S. | (25) | 27.2 | (36.5) |
Earnings before income taxes | $ 527.4 | $ 534 | $ 460.3 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal U.S. | $ 127.1 | $ 122.2 | $ 122.9 |
Non-U.S. | 14.4 | 15.5 | 19.8 |
State and local | 28.1 | 29 | 18.4 |
Deferred: | |||
Federal U.S. | (26.3) | (32.8) | (33.3) |
Non-U.S. | (15.5) | (10.2) | (8.4) |
State and local | (1.7) | (2.7) | (1.1) |
Income tax provision | $ 126.1 | $ 121 | $ 118.3 |
Income Taxes - Deferred Assets
Income Taxes - Deferred Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Allowance for credit losses | $ 23.7 | $ 26.2 |
Operating lease liabilities | 11.7 | 12 |
Inventories | 15.8 | 8.6 |
Pension benefits | 1.7 | 1.6 |
Other accruals and prepayments | 42.6 | 31.5 |
Deferred revenue | 16 | 15.3 |
Warranty services | 9.5 | 10.8 |
Stock-based compensation expense | 6.8 | 7.4 |
Tax credit and loss carryforwards | 50.8 | 39 |
Other | 5 | 2.5 |
Valuation allowances | (26.8) | (23) |
Total deferred tax assets | 156.8 | 131.9 |
Deferred tax liabilities: | ||
Property, plant and equipment | (4.5) | (8.5) |
Operating lease right-of-use assets | (10.4) | (11.1) |
Insurance, including self-insurance | (6.5) | (16) |
Goodwill and other intangibles | (105.4) | (107.3) |
Other | (3.3) | (5.8) |
Total deferred tax liabilities | (130.1) | (148.7) |
Net deferred tax asset (liability) | $ 26.7 | |
Net deferred tax asset (liability) | $ (16.8) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Line Items] | ||||
Income tax payments | $ 167.2 | $ 218.3 | $ 4.6 | |
Unrecognized tax benefits, gross | 14 | 14.1 | 17.4 | $ 14.5 |
Unrecognized tax benefits, net | 15.7 | 15.5 | ||
Income tax interest and penalties | 2 | 1.8 | ||
Indirect tax benefits | 0.3 | 0.4 | ||
Potential income tax interest and penalties | 1.1 | $ 0.3 | $ 0.3 | |
Foreign Tax Authority | ||||
Valuation Allowance [Line Items] | ||||
Valuation allowance increase | 3.8 | |||
Operating loss carryforwards | 220.8 | |||
Domestic Tax Authority | ||||
Valuation Allowance [Line Items] | ||||
Operating loss carryforwards | 1.6 | |||
State and Local Jurisdiction | ||||
Valuation Allowance [Line Items] | ||||
Operating loss carryforwards | $ 45.4 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 21% | 21% | 21% |
Increase (decrease) in tax rate resulting from: | |||
State income taxes (net of federal income tax benefit) | 4% | 3.90% | 3.10% |
Non-U.S. income taxed at different rate than U.S. statutory rate | 0.70% | 0.70% | 4% |
Foreign derived intangible income taxation | (1.40%) | (1.50%) | (1.60%) |
Nontaxable income | (0.90%) | (1.00%) | (3.30%) |
Uncertain tax positions | 0.30% | 0.20% | 1.50% |
Tax credits | (1.30%) | (1.00%) | (0.70%) |
Goodwill impairment | 0% | 0% | 1.10% |
Other | 1.50% | 0.40% | 0.60% |
Effective income tax rate | 23.90% | 22.70% | 25.70% |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of year | $ 14.1 | $ 17.4 | $ 14.5 |
Additions based on tax positions related to the current year | 1 | 2.7 | 8.5 |
Additions for tax positions of prior years | 1.2 | 0.2 | 0.5 |
Reductions for tax positions of prior years | (1.1) | (2.9) | (0.6) |
Lapse of statute of limitations | 0 | 0 | (0.3) |
Settlements | (0.9) | (2.9) | (2.1) |
Effect of foreign currency translation | (0.3) | (0.4) | |
Effect of foreign currency translation | 0.3 | ||
Separation-related adjustments | 0 | 0 | (3.4) |
Unrecognized tax benefits, end of year | $ 14 | $ 14.1 | $ 17.4 |
Restructuring and Other Relat_3
Restructuring and Other Related Charges - Restructuring and Related Activities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Costs Incurred | $ 11.5 | $ 13.1 | $ 4.9 |
Employee severance related | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs Incurred | 10.6 | 11.5 | 4.9 |
Facility exit and other related | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs Incurred | $ 0.9 | $ 1.6 | $ 0 |
Restructuring and Other Relat_4
Restructuring and Other Related Charges - Accrual Balance and Utilization by Type of Restructuring Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 5.9 | $ 3.3 | |
Costs Incurred | 11.5 | 13.1 | $ 4.9 |
Paid / Settled | (14.8) | (10.5) | |
Ending balance | 2.6 | 5.9 | 3.3 |
Employee severance related | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 4.8 | 3.3 | |
Costs Incurred | 10.6 | 11.5 | 4.9 |
Paid / Settled | (13.9) | (10) | |
Ending balance | 1.5 | 4.8 | 3.3 |
Facility exit and other related | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 1.1 | 0 | |
Costs Incurred | 0.9 | 1.6 | |
Paid / Settled | (0.9) | (0.5) | |
Ending balance | $ 1.1 | $ 1.1 | $ 0 |
Restructuring and Other Relat_5
Restructuring and Other Related Charges - Charges Included in Statement of Earnings (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Costs Incurred | $ 11.5 | $ 13.1 | $ 4.9 |
Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs Incurred | 3.2 | 2.5 | 0.2 |
Selling, general and administrative expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs Incurred | $ 8.3 | $ 10.6 | $ 4.7 |
Litigation and Contingencies (D
Litigation and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Standby Letters of Credit, Bank Guarantees, and Performance and Bid Bonds | ||
Loss Contingencies [Line Items] | ||
Guarantees | $ 84 | $ 92.6 |
Asbestos Claims | ||
Loss Contingencies [Line Items] | ||
Gross liabilities | 105.2 | 79 |
Projected insurance recoveries | 68.6 | 45 |
Asbestos Claims | Accrued expenses and other current liabilities | ||
Loss Contingencies [Line Items] | ||
Gross liabilities | 27.1 | 21.5 |
Asbestos Claims | Other long-term liabilities | ||
Loss Contingencies [Line Items] | ||
Gross liabilities | 78.1 | 57.5 |
Asbestos Claims | Prepaid expenses and other current assets | ||
Loss Contingencies [Line Items] | ||
Projected insurance recoveries | 21.2 | 14.8 |
Asbestos Claims | Other assets | ||
Loss Contingencies [Line Items] | ||
Projected insurance recoveries | $ 47.4 | $ 30.2 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Oct. 08, 2020 USD ($) | Dec. 31, 2020 $ / shares | Dec. 31, 2022 USD ($) plan $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of share-based compensation plans | plan | 0 | ||||
Incremental stock-based compensation expense | $ | $ 2 | ||||
Shares authorized (in shares) | shares | 17,000,000 | ||||
Capital shares reserved for future issuance (in shares) | shares | 9,900,000 | ||||
Aggregate value of shares withheld to satisfy tax requirement | $ | $ 3.7 | $ 4 | $ 4.1 | ||
Unrecognized compensation costs, period for recognition | 1 year 9 months 18 days | ||||
Granted (in dollars per share) | $ 0 | $ 31.48 | |||
Exercised (in dollars per share) | 16.14 | 19.53 | |||
Canceled/Forfeited (in dollars per share) | $ 29.88 | $ 30.34 | |||
Fair value of options vested | $ | $ 2.2 | $ 1.8 | 2.8 | ||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Expiration period | 10 years | ||||
Share-based compensation expense | $ | $ 24.3 | ||||
Granted (in dollars per share) | $ 33.51 | ||||
Exercised (in dollars per share) | 18.70 | ||||
Canceled/Forfeited (in dollars per share) | 30.10 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ | $ 25.5 | ||||
Restricted Stock Units (RSUs) | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Share-based compensation expense | $ | $ 22.5 | ||||
Stock Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in dollars per share) | 33.64 | $ 23.60 | $ 33.43 | ||
Vested (in dollars per share) | 28.49 | 31.29 | 29.82 | ||
Forfeited (in dollars per share) | $ 29.76 | $ 29.15 | $ 31.64 |
Stock Based Compensation - Unre
Stock Based Compensation - Unrecognized Compensation Cost (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost | $ 36 |
Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost | 33.2 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost | $ 2.8 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | |||
Beginning of period (in shares) | 3,945 | 4,535 | 1,754 |
Granted (in shares) | 0 | 44 | 815 |
Exercised (in shares) | (152) | (385) | (360) |
Canceled/forfeited (in shares) | (530) | (249) | (80) |
Aggregate impact of conversion related to the Separation (in shares) | 2,406 | ||
Ending of period (in shares) | 3,263 | 3,945 | 4,535 |
Vested and expected to vest (in shares) | 3,128 | ||
Exercisable (in shares) | 2,376 | ||
Weighted Average Exercise and Aggregate Intrinsic Value | |||
Beginning of period (in dollars per share) | $ 27.77 | $ 27.17 | $ 53.74 |
Granted (in dollars per share) | 0 | 31.48 | |
Exercised (in dollars per share) | 16.14 | 19.53 | |
Canceled/forfeited (in dollars per share) | 29.88 | 30.34 | |
Ending of period (in dollars per share) | 27.97 | $ 27.77 | $ 27.17 |
Vested and expected to vest (in dollars per share) | 27.83 | ||
Exercisable (in dollars per share) | $ 26.69 | ||
Weighted average remaining contractual term, outstanding | 4 years 10 months 24 days | ||
Weighted average remaining contractual term, vested and expected to vest | 4 years 9 months 18 days | ||
Weighted average remaining contractual term, exercisable | 4 years 3 months 18 days | ||
Aggregate intrinsic value, outstanding | $ 1,652 | ||
Aggregate intrinsic value, vested and expected to vest | 1,652 | ||
Aggregate intrinsic value, exercisable | $ 1,652 |
Stock Based Compensation - Assu
Stock Based Compensation - Assumptions Used (Details) - Stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.97% | 0.42% |
Volatility | 28.80% | 27.20% |
Dividend yield | 0% | 0% |
Expected years until exercise | 6 years 6 months | 6 years 6 months |
Weighted average fair value at date of grant (usd per share) | $ 9.75 | $ 9.95 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Option Plans By Exercise Price Range (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options (in shares) | 3.3 | ||
Average remaining life | 4 years 10 months 24 days | ||
Number of options (in shares) | 2.4 | ||
Aggregate intrinsic value of stock options exercised | $ 1 | $ 5.4 | $ 9.6 |
Cash receipts from stock options exercised | 1.8 | 7.4 | 9.4 |
Proceeds from stock option exercises | $ 2.5 | 7.5 | $ 1.6 |
Net Parent Investment | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Proceeds from stock option exercises | $ 7.6 | ||
$12.19 - $17.43 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, minimum (in dollars per share) | $ 12.19 | ||
Exercise price range, maximum (in dollars per share) | $ 17.43 | ||
Number of options (in shares) | 0.5 | ||
Average exercise price (in dollars per share) | $ 16.39 | ||
Average remaining life | 2 years 2 months 12 days | ||
Number of options (in shares) | 0.5 | ||
Average exercise price (in dollars per share) | $ 16.39 | ||
$17.44 - $23.46 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, minimum (in dollars per share) | 17.44 | ||
Exercise price range, maximum (in dollars per share) | $ 23.46 | ||
Number of options (in shares) | 0.4 | ||
Average exercise price (in dollars per share) | $ 21.64 | ||
Average remaining life | 3 years 10 months 24 days | ||
Number of options (in shares) | 0.4 | ||
Average exercise price (in dollars per share) | $ 21.58 | ||
$23.47 - $29.34 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, minimum (in dollars per share) | 23.47 | ||
Exercise price range, maximum (in dollars per share) | $ 29.34 | ||
Number of options (in shares) | 0.2 | ||
Average exercise price (in dollars per share) | $ 28.87 | ||
Average remaining life | 6 years 3 months 18 days | ||
Number of options (in shares) | 0.1 | ||
Average exercise price (in dollars per share) | $ 28.73 | ||
$29.35 - $31.46 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, minimum (in dollars per share) | 29.35 | ||
Exercise price range, maximum (in dollars per share) | $ 31.46 | ||
Number of options (in shares) | 1.7 | ||
Average exercise price (in dollars per share) | $ 31.35 | ||
Average remaining life | 5 years 4 months 24 days | ||
Number of options (in shares) | 1.1 | ||
Average exercise price (in dollars per share) | $ 31.33 | ||
$31.47 - $33.66 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range, minimum (in dollars per share) | 31.47 | ||
Exercise price range, maximum (in dollars per share) | $ 33.66 | ||
Number of options (in shares) | 0.5 | ||
Average exercise price (in dollars per share) | $ 33.40 | ||
Average remaining life | 6 years 2 months 12 days | ||
Number of options (in shares) | 0.3 | ||
Average exercise price (in dollars per share) | $ 33.43 |
Stock Based Compensation - St_3
Stock Based Compensation - Stock Award Activity (Details) - Stock Compensation Plan - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Stock Awards | ||||
Unvested, beginning of period (in shares) | 1,763 | 1,382 | 319 | |
Granted (in shares) | 1,422 | 942 | 593 | |
Vested (in shares) | (573) | (403) | (96) | |
Forfeited (in shares) | (427) | (158) | (26) | |
Aggregate impact of conversion related to the Separation (in shares) | 592 | |||
Unvested, end of period (in shares) | 1,382 | 2,185 | 1,763 | 1,382 |
Weighted Average Grant-Date Fair Value | ||||
Unvested, beginning of period (in dollars per share) | $ 32.44 | $ 62 | ||
Granted (in dollars per share) | $ 33.64 | 23.60 | 33.43 | |
Vested (in dollars per share) | 28.49 | 31.29 | 29.82 | |
Forfeited (in dollars per share) | 29.76 | 29.15 | 31.64 | |
Unvested, end of period (in dollars per share) | $ 27.39 | $ 32.44 |
Capital Stock and Earnings Pe_3
Capital Stock and Earnings Per Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 09, 2020 | Sep. 28, 2020 | Feb. 28, 2022 | Jan. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | May 24, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Common stock authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 | $ 0 | |||||||
Shares converted for capitalization (in shares) | 168,378.946 | |||||||||
Number of shares sold (in shares) | 33,500,000 | |||||||||
Shares recapitalized (in shares) | 168,378,946 | |||||||||
Remaining authorized repurchase amount | $ 429 | $ 429 | ||||||||
Share repurchase program, authorized amount | $ 500 | |||||||||
Accelerated share repurchase settlement (payment to) | $ 250 | |||||||||
Treasury stock acquired (in shares) | 8,200,000 | 1,800,000 | 10,000,000 | |||||||
Treasury stock acquired | $ 328 | |||||||||
Stock repurchased (in dollars per share) | $ 25.11 | |||||||||
Open Market Transactions | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Treasury stock acquired (in shares) | 3,700,000 | |||||||||
Treasury stock acquired | $ 78 | |||||||||
Stock repurchased (in dollars per share) | $ 20.85 | |||||||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Vontier | Fortive | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Spinoff transaction, ownership percentage after transaction (as a percent) | 19.90% | |||||||||
Spinoff transaction, percentage of outstanding common stock distributed (as a percent) | 80.10% |
Capital Stock and Earnings Pe_4
Capital Stock and Earnings Per Share - Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net earnings | $ 401.3 | $ 413 | $ 342 |
Denominator: | |||
Basic weighted average common shares outstanding (in shares) | 160.5 | 169 | 168.4 |
Effect of dilutive stock options and RSUs (in shares) | 0.5 | 1.1 | 1 |
Diluted weighted average common shares outstanding (in shares) | 161 | 170.1 | 169.4 |
Earnings per share: | |||
Basic (in dollars per share) | $ 2.50 | $ 2.44 | $ 2.03 |
Diluted (in dollars per share) | $ 2.49 | $ 2.43 | $ 2.02 |
Anti-dilutive shares (in shares) | 3.3 | 2.5 | 2.7 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
TSA Expenses | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 13.9 | |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Total related-party expenses | 62.5 | |
Purchases from related party | 16 | |
Affiliated Entity | TSA Expenses | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 48.5 | |
Affiliated Entity | Allocated corporate expenses | ||
Related Party Transaction [Line Items] | ||
Total related-party expenses | 28 | |
Affiliated Entity | Insurance programs expenses | ||
Related Party Transaction [Line Items] | ||
Total related-party expenses | 2.2 | |
Affiliated Entity | Medical insurance programs expenses | ||
Related Party Transaction [Line Items] | ||
Total related-party expenses | 31.4 | |
Affiliated Entity | Deferred compensation program expenses | ||
Related Party Transaction [Line Items] | ||
Total related-party expenses | $ 0.9 |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Global Traffic Technologies And Hennessy $ in Millions | Dec. 31, 2022 USD ($) |
ASSETS | |
Accounts receivable, net | $ 26.8 |
Inventories | 16.8 |
Other current assets | 1.5 |
Property, plant and equipment, net | 10.5 |
Operating lease right-of-use assets | 0.4 |
Other intangible assets, net | 28.7 |
Goodwill | 56 |
Other assets | 4.9 |
Total assets held for sale | 145.6 |
LIABILITIES | |
Trade accounts payable | 20 |
Accrued expenses and other current liabilities | 13.1 |
Other long-term liabilities | 9.9 |
Total liabilities held for sale | $ 43 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Allowance, Credit Loss | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 81.4 | $ 84.9 | $ 56.3 |
Charged to Costs & Expenses | 32.2 | 36.8 | 42.9 |
Impact of Currency | (0.9) | (0.1) | 0.3 |
Charged to Other Accounts | (0.3) | 0 | 30.6 |
Write Offs, Write Downs & Deductions | (40.5) | (40.2) | (45.2) |
Ending balance | 71.9 | 81.4 | 84.9 |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 23 | 22.4 | 29.7 |
Charged to Costs & Expenses | 0 | 0 | 0 |
Impact of Currency | 0 | 0 | 0 |
Charged to Other Accounts | 3.8 | 0.6 | 0 |
Write Offs, Write Downs & Deductions | 0 | 0 | (7.3) |
Ending balance | $ 26.8 | $ 23 | $ 22.4 |