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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/05/17 Fortive Corp S-4 126:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.89M
Business-Combination Transaction
2: EX-5.1 Opinion of Counsel re: Legality HTML 46K
4: EX-23.1 Consent of Experts or Counsel HTML 31K
5: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 64K
or T-2
6: EX-99.1 Miscellaneous Exhibit HTML 141K
7: EX-99.2 Miscellaneous Exhibit HTML 36K
8: EX-99.3 Miscellaneous Exhibit HTML 44K
9: EX-99.4 Miscellaneous Exhibit HTML 56K
3: EX-12.1 Statement re: Computation of Ratios HTML 46K
16: R1 Document and Entity Information HTML 45K
17: R2 Consolidated Condensed Balance Sheets HTML 117K
18: R3 Consolidated Condensed Balance Sheets HTML 57K
(Parenthetical)
19: R4 Consolidated and Combined Condensed Statements of HTML 86K
Earnings
20: R5 Consolidated and Combined Condensed Statements of HTML 50K
Comprehensive Income
21: R6 Consolidated Condensed Statement of Changes in HTML 85K
Equity
22: R7 Consolidated and Combined Condensed Statements of HTML 115K
Cash Flows
23: R8 Business Overview and Basis of Presentation HTML 91K
24: R9 Significant Accounting Policies (Policies) HTML 100K
25: R10 Acquisitions HTML 58K
26: R11 Gain on sale of product line HTML 40K
27: R12 Inventories HTML 39K
28: R13 Property, Plant and Equipment HTML 42K
29: R14 Goodwill and Other Intangible Assets HTML 61K
30: R15 Fair Value Measurements HTML 62K
31: R16 Accrued Expenses and Other Liabilities HTML 45K
32: R17 Financing HTML 77K
33: R18 Pension Plans HTML 101K
34: R19 Income Taxes HTML 94K
35: R20 Restructuring and Other Related Charges HTML 60K
36: R21 Leases and Commitments HTML 43K
37: R22 Litigation and Contingencies HTML 47K
38: R23 Stock-Based Compensation HTML 152K
39: R24 Capital Stock and Earnings Per Share HTML 61K
40: R25 Segment Information HTML 92K
41: R26 Related-Party Transactions HTML 50K
42: R27 Quarterly Data HTML 48K
43: R28 Schedule II - Valuation and Qualifying Accounts HTML 47K
44: R29 Goodwill HTML 40K
45: R30 Commitments and Contingencies HTML 40K
46: R31 Significant Accounting Policies (Policies) HTML 170K
(Policies)
47: R32 Significant Accounting Policies (Policies) HTML 36K
(Tables)
48: R33 Business Overview and Basis of Presentation HTML 91K
(Tables)
49: R34 Acquisitions (Tables) HTML 48K
50: R35 Inventories (Tables) HTML 39K
51: R36 Property, Plant and Equipment (Tables) HTML 40K
52: R37 Goodwill (Tables) HTML 49K
53: R38 Goodwill and Other Intangible Assets (Tables) HTML 58K
54: R39 Fair Value Measurements (Tables) HTML 52K
55: R40 Accrued Expenses and Other Liabilities (Tables) HTML 45K
56: R41 Financing (Tables) HTML 64K
57: R42 Pension Plans (Tables) HTML 102K
58: R43 Income Taxes (Tables) HTML 89K
59: R44 Restructuring and Other Related Charges (Tables) HTML 63K
60: R45 Leases and Commitments (Tables) HTML 43K
61: R46 Stock-Based Compensation (Tables) HTML 141K
62: R47 Capital Stock and Earnings Per Share (Tables) HTML 52K
63: R48 Segment Information (Tables) HTML 94K
64: R49 Quarterly Data (Tables) HTML 47K
65: R50 Business Overview and Basis of Presentation HTML 83K
(Detail)
66: R51 Significant Accounting Policies Narrative (Detail) HTML 39K
67: R52 Significant Accounting Policies Property, Plant HTML 41K
and Equipment (Detail)
68: R53 Accumulated Other Comprehensive Income (Loss) HTML 92K
(Detail)
69: R54 Acquisitions Narrative (Detail) HTML 52K
70: R55 Acquisitions Schedule of Business Combinations HTML 67K
(Detail)
71: R56 Acquisitions Pro Forma Information (Detail) HTML 39K
72: R57 Gain on Sale of Product Line (Detail) HTML 48K
73: R58 Inventories (Detail) HTML 43K
74: R59 Property, Plant and Equipment Property, Plant and HTML 49K
Equipment (Detail)
75: R60 Property, Plant and Equipment Narrative (Detail) HTML 41K
76: R61 Goodwill and Other Intangible Assets Narrative HTML 61K
(Detail)
77: R62 Goodwill and Other Intangible Assets Goodwill HTML 47K
Rollforward (Detail)
78: R63 Goodwill and Other Intangible Assets Finite and HTML 48K
Indefinite Lived Assets (Detail)
79: R64 Goodwill and Other Intangible Assets - Acquired HTML 36K
Finite-lived Intangible Assets Narrative (Detail)
80: R65 Goodwill Rollforward of Goodwill (Detail) HTML 38K
81: R66 Goodwill Goodwill by Segment (Detail) HTML 40K
82: R67 Fair Value Measurements (Detail) HTML 57K
83: R68 Accrued Expenses and Other Liabilities (Detail) HTML 86K
84: R69 Financing Components of Debt (Detail) HTML 62K
85: R70 Financing Narrative (Detail) HTML 139K
86: R71 Financing Minimum Principle Payments (Detail) HTML 67K
87: R72 Pension Plans Narrative (Detail) HTML 75K
88: R73 Pension Plans Funded Status of Non-U.S. Plans HTML 83K
(Detail)
89: R74 Pension Plans Weighted Average Assumptions Used to HTML 38K
Determine Benefit Obligations (Detail)
90: R75 Pension Plans Components of Net Periodic Pension HTML 48K
Cost (Detail)
91: R76 Pension Plans Weighted Average Assumptions Used to HTML 41K
Determine Net Periodic Pension Cost (Detail)
92: R77 Pension Plans Fair Value of Pension Plan Assets HTML 76K
(Detail)
93: R78 Pension Plans Expected Future Benefit Payments HTML 48K
(Detail)
94: R79 Income Taxes Earnings Before Income Taxes (Detail) HTML 41K
95: R80 Income Taxes Current and Deferred Income Taxes HTML 57K
(Detail)
96: R81 Income Taxes Deferred Assets and Liabilities HTML 83K
(Detail)
97: R82 Income Taxes Narrative (Detail) HTML 86K
98: R83 Income Taxes Effective Income Tax Rate (Detail) HTML 53K
99: R84 Income Taxes Unrecognized Tax Benefits (Detail) HTML 53K
100: R85 Restructuring and Other Related Charges HTML 48K
Restructuring and Related Activities (Detail)
101: R86 Restructuring and Other Related Charges HTML 41K
Restructuring and Other Related Charges by Segment
(Detail)
102: R87 Restructuring and Other Related Charges Accrual HTML 47K
Balance and Utilization by Type of Restructuring
Cost (Detail)
103: R88 Restructuring and Other Related Charges Narrative HTML 38K
(Detail)
104: R89 Restructuring and Other Related Charges Charges HTML 39K
Included in Statement of Earnings (Detail)
105: R90 Commitments and Contingencies (Detail) HTML 72K
106: R91 Litigation and Contingencies (Detail) HTML 37K
107: R92 Stock-Based Compensation Narrative (Detail) HTML 97K
108: R93 Stock-Based Compensation Stock-Based Compensation HTML 48K
Expense (Detail)
109: R94 Stock-Based Compensation Unrecognized Compensation HTML 39K
Cost (Detail)
110: R95 Stock-Based Compensation Assumptions Used (Detail) HTML 53K
111: R96 Stock-Based Compensation Option Activity (Detail) HTML 89K
112: R97 Stock-Based Compensation Stock Option Plans By HTML 75K
Exercise Price Range (Detail)
113: R98 Stock-Based Compensation Stock Unit Activity - HTML 64K
Stock Compensation Plan (Detail)
114: R99 Capital Stock and Earnings Per Share Narrative HTML 73K
(Detail)
115: R100 Net Earnings Per Share Narrative (Detail) HTML 45K
116: R101 Capital Stock and Earnings Per Share (Detail) HTML 61K
117: R102 Net Earnings Per Share Subsequent Event Narrative HTML 37K
(Detail)
118: R103 Segment Information Narrative (Detail) HTML 69K
119: R104 Segment Information Operations in Geographical HTML 60K
Areas (Detail)
120: R105 Segment Information Sales by Major Product Group HTML 50K
(Detail)
121: R106 Related-Party Transactions (Detail) HTML 47K
122: R107 Quarterly Data (Detail) HTML 60K
123: R108 Schedule II, Valuation and Qualifying Accounts HTML 47K
(Detail)
125: XML IDEA XML File -- Filing Summary XML 226K
124: EXCEL IDEA Workbook of Financial Reports XLSX 150K
10: EX-101.INS XBRL Instance -- ftv-20170331 XML 3.10M
12: EX-101.CAL XBRL Calculations -- ftv-20170331_cal XML 294K
13: EX-101.DEF XBRL Definitions -- ftv-20170331_def XML 885K
14: EX-101.LAB XBRL Labels -- ftv-20170331_lab XML 1.77M
15: EX-101.PRE XBRL Presentations -- ftv-20170331_pre XML 1.42M
11: EX-101.SCH XBRL Schema -- ftv-20170331 XSD 230K
126: ZIP XBRL Zipped Folder -- 0001193125-17-160897-xbrl Zip 290K
| EX-99.3 |
Exhibit 99.3
LETTER TO CLIENTS
Relating to
FORTIVE CORPORATION
Offer to Exchange
up to $300,000,000 1.800% Senior Notes due 2019 that have been registered under
the Securities Act of 1933, as amended (the “Securities Act”) for any and all of
our outstanding unregistered 1.800% Senior Notes due 2019
and
up to $750,000,000 2.350% Senior Notes due 2021 that have been registered under
the Securities Act for any and all of our outstanding unregistered 2.350%
Senior Notes due 2021
and
up to $900,000,000 3.150% Senior Notes due 2026 that have been registered under
the Securities Act for any and all of our outstanding unregistered 3.150%
Senior Notes due 2026
and
up to $550,000,000 4.300% Senior Notes due 2046 that have been registered under
the Securities Act for any and all of our outstanding unregistered 4.300%
Senior Notes due 2046
Pursuant to the Prospectus, dated , 2017
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2017 (as it may be amended or supplemented from time to time, the “Prospectus”), and the Letter of Transmittal relating to the exchange offer of Fortive Corporation, a Delaware corporation (the “Company”), whereby the Company is offering, upon the terms and subject to the conditions of the Prospectus:
| • | $300,000,000 in aggregate principal amount of new 1.800% Senior Notes due 2019 (the “New 2019 Notes”) in exchange for an equal amount of outstanding 1.800% Senior Notes due 2019 (the “Old 2019 Notes”); |
| • | $750,000,000 in aggregate principal amount of new 2.350% Senior Notes due 2021 (the “New 2021 Notes”) in exchange for an equal amount of outstanding 2.350% Senior Notes due 2021 (the “Old 2021 Notes”); |
| • | $900,000,000 in aggregate principal amount of new 3.150% Senior Notes due 2026 (the “New 2026 Notes”) in exchange for an equal amount of outstanding 3.150% Senior Notes due 2026 (the “Old 2026 Notes”); and |
| • | $550,000,000 in aggregate principal amount of new 4.300% Senior Notes due 2046 (the “New 2046 Notes”) in exchange for an equal amount of outstanding 4.300% Senior Notes due 2046 (the “Old 2046 Notes”). |
We refer to the Old 2019 Notes, the Old 2021 Notes, the Old 2026 Notes and the Old 2046 Notes collectively in this letter as the “Old Notes.” We refer to the New 2019 Notes, the New 2021 Notes, the New 2026 Notes and the New 2046 Notes collectively in this letter as the “New Notes.”
The exchange offer is intended to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of June 20, 2016, by and among the Company and the initial purchasers of the Old Notes.
This material is being forwarded to you as the beneficial owner of the Old Notes carried by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions, unless you obtain a properly completed bond power from us or arrange to have the Old Notes registered in your name.
Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Please forward your instructions to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on , 2017, unless extended (such date and time, as they may be extended, the “expiration date”). The Company does not currently intend to extend the expiration date. Any Old Notes tendered pursuant to the exchange offer may be withdrawn any time prior to the expiration date.
Your attention is directed to the following:
1. The exchange offer is described in and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.
2. The exchange offer is for any and all Old Notes.
3. The Company will be deemed to accept validly tendered Old Notes when, and if, the Company gives oral or written notice of acceptance to the exchange agent. Subject to the terms and conditions of the exchange offer, delivery of the New Notes will be made by the exchange agent on the settlement date, which will be promptly after the expiration date of the exchange offer, following receipt of the Company’s notice of acceptance.
4. Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in Instruction 6 of the Letter of Transmittal.
5. The exchange offer expires at 5:00 p.m., New York City time, on , 2017, unless extended by the Company. The Company does not currently intend to extend the exchange offer.
If you wish to have us tender your Old Notes, please instruct us to do so by completing, executing and returning to us the instruction form on the back of this letter.
The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes, unless you obtain a properly completed bond power from us or arrange to have the Old Notes registered in your name.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to herein relating to the exchange offer made by the Company with respect to the Old Notes.
This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.
| ☐ | Please tender the Old Notes held by you for the account of the undersigned as indicated below: |
| Aggregate Principal Amount of Old Notes | ||
| 1.800% Senior Notes due 2019 | ||
| (must be in an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof) | ||
| 2.350% Senior Notes due 2021 | ||
| (must be in an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof) | ||
| 3.150% Senior Notes due 2026 | ||
| (must be in an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof) | ||
| 4.300% Senior Notes due 2046 | ||
| (must be in an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof)
| ||
| ☐ | Please do not tender any Old Notes held by you for the account of the undersigned. |
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| Signature(s) |
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| Please print name(s) here |
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Dated: |
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| Address(es) |
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| Area Code(s) and Telephone Number(s) |
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| Tax Identification or Social Security No(s). |
None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/5/17 | 4 | ||
| 6/20/16 | CORRESP, UPLOAD | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/16/17 SEC UPLOAD¶ 10/07/17 1:36K Fortive Corp. |