11-K 1 a20191231ursp11k.htm 11-K Document


 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 11-K
 ________________________________________________

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One) 
ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2019
Or
oTRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission file number 1-37654
 
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Fortive Union Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Fortive Corporation
6920 Seaway Blvd
Everett, WA 98203
(425) 446-5000


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FORTIVE UNION RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019 AND 2018
AND FOR THE YEAR ENDED DECEMBER 31, 2019,
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2019 AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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FORTIVE UNION RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
FORM 11-K
 


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Report of Independent Registered Public Accounting Firm
To the Plan Participants, the Plan Administrator, the Audit Committee of the Board of Directors, Fortive Corporation and the Benefits Committee of the Fortive Union Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Fortive Union Retirement Savings Plan (the Plan) as of December 31, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2019 and 2018, and the changes in its net assets available for benefits for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2019, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 2016.
Seattle, Washington
June 5, 2020
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FORTIVE UNION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2019 AND 2018
($ in millions)
20192018
ASSETS
Plan’s interest in the Master Trust
$69.5  $66.0  
Receivables:
Notes receivable from participants
2.3  2.8  
Total receivables
2.3  2.8  
NET ASSETS AVAILABLE FOR BENEFITS
$71.8  $68.8  
See the accompanying notes to the financial statements.
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FORTIVE UNION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2019
($ in millions)
ADDITIONS
Contributions:
Participant
$1.9  
Employer
2.3  
Total contributions
4.2  
Investment income:
Interest income on notes receivable from participants
0.1  
Plan’s interest in Master Trust’s net investment income
10.7  
Total investment income
10.8  
Total additions
15.0  
DEDUCTIONS
Benefit payments
11.9  
Administrative expenses
0.1  
Total deductions
12.0  
NET INCREASE
3.0  
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year
68.8  
End of year
$71.8  
See the accompanying notes to the financial statements.

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FORTIVE UNION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2019
NOTE 1. DESCRIPTION OF THE PLAN
The following description of the Fortive Union Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the plan document and summary plan description for a more complete description of the Plan’s provisions.
General
Fortive Corporation (“Fortive,” “the Company” or “the Plan Sponsor”) is a diversified industrial technology growth company and was incorporated in 2015. Fortive separated from its former parent, Danaher Corporation (“Danaher”), on July 2, 2016 as an independent, publicly-traded company (the “Separation”). In anticipation of the Separation, Fortive established the Fortive Retirement Savings Plan Master Trust (the “Master Trust”) effective May 1, 2016 which is administered by the trustee, Fidelity Management Trust Company (“Fidelity”). The Master Trust created a single trust formed to hold and invest assets of the Plan and other eligible tax-qualified defined contribution plans maintained by the Plan Sponsor. Refer to Note 3 for additional information regarding the Master Trust. Fortive also established the Plan effective May 31, 2016.
The Plan is a defined contribution plan established for eligible full-time and part-time union employees of the Company and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is administered through affiliates of the trustee, Fidelity (the “Plan Administrator”). Plan participants should refer to the formal legal documents of the Plan and the summary plan description for a more complete description of the Plan’s provisions and a full explanation of all limitations, adjustments and special cases in the Plan. Significant provisions related to contributions, benefit payments, and investments are provided below.
Contributions
Eligible participants may contribute up to 75% of their compensation (subject to annual maximums). Employee contributions and the earnings or losses thereon are fully vested at all times. Employees are eligible for Company contributions upon completion of one year of service per the terms of the applicable collective bargaining agreement. For more details on specific union groups, refer to the applicable plan document.
The Company’s unilateral and matching contributions are determined at the discretion of the Plan Sponsor unless otherwise required by the terms of the collective bargaining agreement applicable to each participant. Generally participants become fully vested with respect to the employer contributions upon completion of three years of service, attainment of age 65, death, complete disability, or as required pursuant to the terms of the applicable collective bargaining agreement.
Benefit Payments
A participant who attains normal retirement age shall be entitled to payment of the balance in their account. A participant who remains employed after attainment of normal retirement age shall continue to participate under the same terms and conditions as applied prior to reaching normal retirement age. A participant must begin receiving distributions no later than April 1 following the later of the year in which they retire from the Company or the calendar year in which they reach the age of 70 1/2.
The beneficiary or beneficiaries of a deceased participant shall be entitled to payment of the participant’s account balance within a reasonable period of time after the participant’s death.
Upon a participant’s termination of employment for reasons other than as specified above, a participant is entitled to payment of their vested account balance. If the vested value of the participant’s account is $1,000 (applied separately to Roth and non-Roth balances) or less, payment will automatically be made in a single lump sum. If the vested value of the participant’s Roth or non-Roth balances is greater than $1,000 and does not exceed $5,000, the Plan Administrator will automatically rollover the Roth or non-Roth balances to a separate Fidelity Individual Retirement Account. If the vested value of the participant’s account is more than $5,000, the participant must contact the Plan Administrator to request a distribution.
Eligible participants may request a withdrawal of all or a portion of their vested account while still working for the Company in accordance with procedures established by the Plan Administrator, subject to certain limitations and tax penalties. Different withdrawal rules apply to different Plan accounts as well as the terms of the participant’s collective bargaining agreement.
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Notes Receivable from Participants
A participant may receive a loan from the Plan in accordance with the policy established by the Plan Sponsor. Any such loan or loans shall not exceed the lesser of 50% of the participant’s vested account balance or $50,000 reduced by the participant’s highest outstanding loan balance in the Plan during the one-year period ending on the day before the loan is made. The Plan Administrator establishes the maximum maturity period that is permitted to prevent the loan from being treated as a distribution. Plan provisions require that all loans must be paid back within 60 months. The Plan Administrator may require loan payments to be made through payroll deductions.
Participant Accounts
Each participant account is credited with the participant’s contributions, any employer matching and unilateral contributions, and an allocation of Plan earnings or losses, and is charged quarterly with administrative expense and recordkeeping fees. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Administrative Expenses
The Plan’s administrative expenses are paid by either the Plan or the Plan Sponsor, as provided by the Plan’s provisions. Administrative expenses paid by the Plan include recordkeeping and trustee fees.
The Plan participates in a revenue credit program (Credits). Credits are earned in connection with the Plan’s revenue sharing arrangements with certain investment funds. The Credits are deposited in an unallocated account and can be used to pay ERISA-qualified expenses or can be allocated to eligible participant accounts. The calculated Credit is funded quarterly in arrears by the Plan Administrator.
Unallocated Accounts
As of December 31, 2019 and 2018, unallocated and non-vested accounts, including forfeited amounts totaled $31 thousand and $43 thousand, respectively. These amounts will be used to reduce future employer contributions and to pay administrative expenses.
Termination of the Plan
Although the Company, as the Plan Sponsor, has not expressed an intention to do so, the Plan may be terminated at any time. In the event of termination of the Plan, the account balances of participants as of the date of termination shall immediately become vested.
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NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
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 and changes therein, and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
Notes Receivable from Participants
Notes receivable from eligible participants represent participant loans and are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2019 and 2018. If a participant ceases to make loan repayments and has reached a distributable event, the loan balance is reduced and a benefit payment is recorded.
Investments
Investments are reported at fair value. Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Refer to Note 4 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The income of each fund is reinvested in that fund.
Payment of Benefits
Benefits are recorded when paid.
New Accounting Standards
In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965) Employee Benefit Plan Master Trust Reporting. The new standard clarifies presentation requirements for a plan’s interest in a master trust and requires plans that hold divided interests in a master trust to disclose the dollar amount of their interest in each of those general types of investments. Additionally, the amendments require all plans to disclose their master trust’s other asset and liability balances and the dollar amount of the plan’s interest in each of those balances. The standard was effective for fiscal years beginning after December 15, 2018 using a retrospective transition approach. The Plan adopted ASU 2017-06 on January 1, 2019 and has presented its interest in the master trust in conformity with this standard as of December 31, 2019 and 2018.


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NOTE 3. MASTER TRUST
As discussed in Note 1, the Company established a Master Trust whereby investments are held collectively for certain defined contribution plans maintained by the Plan Sponsor. Each participating plan’s interest in the investment funds of the Master Trust is based on account balances of the participants and their elected funds within each participating plan.
The Master Trust assets are allocated among the participating plans by assigning to each plan those transactions (primarily contributions, benefit payments, and plan-specific expenses) that can be specifically identified and by allocating among all plans, in proportion to the fair value of the assets assigned to each plan, income and expenses resulting from the collective investment of the assets of the Master Trust. The Plan’s interest in the Master Trust’s net investment income presented in the Statement of Changes in Net Assets Available for Benefits consists of the realized and unrealized gains and losses on those investments.
The following summarizes the value of the net assets of the Master Trust and the Plan’s interest in the Master Trust as of December 31 ($ in millions):
20192018
Master Trust BalancesPlan’s Interest in Master Trust BalancesMaster Trust BalancesPlan’s Interest in Master Trust Balances
Money market funds
$0.1  $—  $57.9  $4.2  
Fortive Corporation Stock Fund:
Fortive common stock
100.2  4.5  99.6  4.6  
Money market funds
1.0  —  1.0  —  
Mutual funds
441.6  7.6  338.3  7.0  
Common/collective trusts
860.2  43.3  709.3  38.3  
Separately managed funds
466.8  13.5  386.3  11.3  
Self-directed brokerage account
63.4  0.6  53.6  0.6  
Total investments in Master Trust, at fair value
1,933.3  69.5  1,646.0  66.0  
Non-interest bearing cash
0.2  —  0.8  —  
Receivables
0.9  —  1.5  0.1  
Payables
(1.2) —  (1.7) (0.1) 
Total net assets in Master Trust
$1,933.2  $69.5  $1,646.6  $66.0  
All Master Trust investments subject to leveling are categorized as Level 1 investments. Refer to Note 4 for the fair value hierarchy table that sets forth by level the Master Trust net investments as of December 31, 2019 and 2018.
The net investment income of the Master Trust (including gains and losses on investments held, bought and sold) for the year ended December 31, 2019 was as follows ($ in millions):
Net appreciation of the fair value of investments
$312.4  
Interest and dividend income
23.6  
Total net investment income of the Master Trust
$336.0  




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NOTE 4. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Plan’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy. 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 management’s 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.
The Plan provides for some investments that are valued using Net Asset Value (“NAV”) as the practical expedient. However, none of these investments have limits on their redemption. Investments valued using NAV consist of common collective trusts and separately managed private account funds which allow the Plan to allocate investments across a broad array of types of funds and diversify the portfolio.
The fair values of the Master Trust’s investments as of December 31, 2019, by asset category, were as follows ($ in millions):
Quoted Prices in Active Market
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Money market funds
$0.1  $—  $—  $0.1  
Fortive Corporation Stock Fund:
Fortive common stock
100.2  —  —  100.2  
Money market fund
1.0  —  —  1.0  
Mutual funds
441.6  —  —  441.6  
Separately managed funds:
Money market funds
5.9  —  —  5.9  
Common stock
365.5  —  —  365.5  
Mutual funds
51.4  —  —  51.4  
Self-directed brokerage accounts
63.4  —  —  63.4  
$1,029.1  $—  $—  $1,029.1  
Investments measured at NAV (a)
Common/collective trusts
860.2  
Separately managed private account funds44.0  
Total investments in Master Trust, at fair value
$1,933.3  
(a) The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total of investments in the Master Trust at fair value as presented in Note 3.
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The fair values of the Master Trust’s investments as of December 31, 2018, by asset category, were as follows ($ in millions):
Quoted Prices in Active Market
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Money market funds
$57.9  $—  $—  $57.9  
Fortive Corporation Stock Fund:
Fortive common stock
99.6  —  —  99.6  
Money market fund
1.0  —  —  1.0  
Mutual funds
338.3  —  —  338.3  
Separately managed funds:
Money market funds
3.8  —  —  3.8  
Common stock
295.1  —  —  295.1  
Mutual funds
87.4  —  —  87.4  
Self-directed brokerage accounts
53.6  —  —  53.6  
$936.7  $—  $—  $936.7  
Investments measured at NAV (a)
Common/collective trusts
709.3  
Total investments in Master Trust, at fair value
$1,646.0  
(a) The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total of investments in the Master Trust at fair value as presented in Note 3.
Refer to Note 3 for additional disclosures regarding the Master Trust.
Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value.
Money market funds and mutual funds are valued at the quoted closing price reported on the active market on which the individual securities are traded.
The Fortive Corporation Stock Fund consists of shares of the Company’s stock and short-term money market investments and is valued based on the quoted market price of the investments.
The separately managed funds consist of common stock, money market funds, and mutual funds, which are valued at the last reported sales price of the security on the last business day of the year, uninvested cash, which is recorded at carrying value as maturities are less than three months, and private account funds, which cannot be priced on the open market are valued using the net asset value of units held. The NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liabilities.
The self-directed brokerage accounts consist of common stock and mutual funds, which are valued at the last reported sales price on the last business day of the year, and uninvested cash, which is recorded at carrying value as maturities are less than three months.
Participation units in the common/collective trust funds are valued using the net asset value of units held. The NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liabilities.
The methods described above may produce a fair value estimate that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes the valuation methods are appropriate and consistent with the methods used by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
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NOTE 5. TAX STATUS OF THE PLAN
The Plan received a determination letter from the Internal Revenue Service (“IRS”) dated March 16, 2018 stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, its related trust is exempt from taxation. Subsequent to receiving the IRS determination letter, the Plan has been amended. The Plan Sponsor believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2019 and 2018, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE 6. RELATED PARTY AND PARTIES IN INTEREST TRANSACTIONS
Certain investments are held in shares of mutual funds issued by affiliates of Fidelity. Fidelity is the trustee as defined by the Plan, therefore, these are party in interest transactions.
Additionally, as of December 31, 2019 and 2018, the Master Trust held 1.3 million and 1.5 million shares, respectively, of Fortive common stock within the Fortive Corporation Stock Fund. During the year ended December 31, 2019, the Fortive Corporation Stock Fund purchased $52 million and sold $64 million in Company stock and received $0.4 million of dividends related to shares of Fortive common stock.
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SUPPLEMENTAL SCHEDULE
FORTIVE UNION RETIREMENT SAVINGS PLAN
EIN: 47-5654583, PLAN NO. 002
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2019
(a)
(b) Identity of issue, borrower, lessor or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost
(e) Current value
*
Participant loans
Interest rates range from 4.25% to 9.0% with maturity at various dates
**
$2,305,921  
* Party in interest.
** Historical cost not required to be presented as all investments are participant-directed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
FORTIVE UNION RETIREMENT SAVINGS PLAN
June 5, 2020
By:
/s/ Daniel T. Hickey
Daniel T. Hickey
Vice President, Total Rewards

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EXHIBIT INDEX

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