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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-99.2 |
Exhibit 99.2
LETTER TO REGISTERED HOLDERS AND THE DEPOSITORY
TRUST COMPANY PARTICIPANTS
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 Registered Holders and The Depository Trust Company Participants:
This document relates to the exchange offer made by Fortive Corporation whereby we are offering:
| • | $300,000,000 in aggregate principal amount of new 1.800% Senior Notes due 2019 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 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 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 in exchange for an equal amount of outstanding 4.300% Senior Notes due 2046 (the “Old 2046 Notes,” and together with the Old 2019 Notes, the Old 2021 Notes and the Old 2026 Notes, the “Old Notes”). |
We are requesting that you contact your clients for whom you hold Old Notes regarding the exchange offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:
1. Prospectus, dated , 2017;
2. Letter of Transmittal, together with accompanying IRS Form W-9 and instructions thereto;
3. A Notice of Guaranteed Delivery to be used to accept the exchange offer if, prior to the expiration date, Old Notes are not immediately available, if time will not permit delivery of Old Notes, the Letter of Transmittal or any other document that is required to be delivered to the exchange agent or if the procedures for book-entry transfer cannot be completed; and
4. A form of letter that may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer.
Your prompt action is requested. 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”). We do not currently intend to extend the expiration date. Tenders of Old Notes may be withdrawn at any time prior to the expiration date.
To participate in the exchange offer, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof or, in the case of a book-entry transfer, an agent’s message in lieu thereof), with any required signature guarantees and any other required documents, must be sent to the exchange agent and certificates representing the Old Notes must be delivered to the exchange agent (or book-entry transfer of the Old Notes must be made into the exchange agent’s account at DTC), all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.
Any inquiries you may have with respect to the exchange offer or requests for additional copies of the enclosed materials should be directed to the exchange agent at its address and telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
FORTIVE CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF FORTIVE CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/16/17 SEC UPLOAD¶ 10/07/17 1:36K Fortive Corp. |