XML 32 R19.htm IDEA: XBRL DOCUMENT v3.5.0.2
RELATED-PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS NOTE 12. RELATED-PARTY TRANSACTIONS
Prior to the Separation, transactions with Danaher were considered related party transactions. In connection with the Separation, on July 1, 2016, Danaher and Fortive entered into the Agreements, which govern the Separation and provide a framework for the relationship between the parties going forward, including a transition services agreement, employee matters agreement, tax matters agreement, an intellectual property matters agreement, and a DBS license agreement.
Cash Adjustment
The Agreements provide for a final cash adjustment mechanism. As of July 1, 2016, $72.3 million, representing the Company's estimate of cash payable to Former Parent under the Agreements, and considered restricted by the Company at July 1, 2016, was reported in prepaid expenses and other current assets with a corresponding liability to Former Parent recorded in accrued expenses and other liabilities on the Combined Condensed Balance Sheet. During the third quarter of 2016, the Company settled this liability by paying $70.7 million to Danaher.
Transition Services Agreement
The transition services agreement ("TSA") sets forth the terms and conditions pursuant to which the Company and its subsidiaries and Danaher and its subsidiaries will provide to each other various services. 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, the Company made net payments of approximately $15 million during the three months ended September 30, 2016, for various services provided to the Company by Danaher.
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 Company’s and Danaher’s respective rights, responsibilities and obligations 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 7 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 Danaher and the Company have mutually granted certain personal, generally irrevocable, non-exclusive, worldwide, and royalty-free rights to use certain intellectual property. The Company and Danaher are able to sublicense their rights in connection with activities relating to the their businesses, but not for independent use by third parties. 
DBS License Agreement
The DBS license agreement sets forth the terms and conditions pursuant to which Danaher has granted a non-exclusive, worldwide, non-transferable, perpetual license to the Company to use DBS solely in support of its businesses. The Company will be able to sublicense such license solely to direct and indirect, wholly-owned subsidiaries. In addition, each of Danaher and the Company licensed to each other improvements made by such party to DBS during the first two years of the term of the DBS license agreement.
Revenue and Other Transactions Entered Into In the Ordinary Course of Business
Prior to the Separation, the Company operated as part of Danaher 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 Danaher and its affiliates. Following the Separation, the Company continues to have arms-length revenue arrangements entered into in the ordinary course of business with Danaher and its affiliates, although certain agreements were entered into or terminated as a result of the Separation.
The Company recorded revenues of $6 million and $10 million from Danaher and its subsidiaries during the three months ended September 30, 2016 and October 2, 2015, respectively. The Company recorded revenues of $25 million and $28 million from Danaher and its subsidiaries during the nine months ended September 30, 2016 and October 2, 2015, respectively.
Allocation of Expenses Prior to the Separation
Prior to the Separation, the Company operated as part of Danaher and not as a stand-alone company. Accordingly, certain shared costs for management and support functions which were provided on a centralized basis within Danaher were allocated to the Company and are reflected as expenses in these financial statements prior to the date of the Separation. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to the Company for purposes of the carved-out financial statements; however, the expenses reflected in these financial statements for periods prior to the date of the Separation 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. In addition, the expenses reflected in the financial statements may not be indicative of expenses that will be incurred in the future by the Company.
Expenses allocated to the Company from Danaher and its subsidiaries for the six months ended July 1, 2016 and the nine months ended October 2, 2015 were $117 million and $151 million, respectively. Expenses were not allocated from Danaher to the Company after the Separation.
Corporate Expenses
Certain corporate overhead and shared expenses incurred by Danaher and its subsidiaries prior to the Separation were allocated to the Company and are reflected in the Consolidated and Combined Condensed Statements of Earnings. These amounts include, but are not limited to, items such as general management and executive oversight, costs to support Danaher's information technology infrastructure, facilities, compliance, human resources, marketing and legal functions and financial management and transaction processing including public company reporting, consolidated tax filings and tax planning, Danaher benefit plan administration, risk management and consolidated treasury services, certain employee benefits and incentives, and stock based compensation administration. These costs were allocated using methodologies that management believes are reasonable for the item being allocated. Allocation methodologies included 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 are allocated by Danaher.
Insurance Programs Administered by Danaher
In addition to the corporate allocations discussed above, the Company was allocated expenses related to certain insurance programs Danaher administered on behalf of the Company, including workers compensation, property, cargo, automobile, crime, fiduciary, product, general and directors’ and officers’ liability insurance. These amounts were allocated using various methodologies, as described below.
Included within the insurance cost allocation are allocations related to programs for which Danaher was self-insured up to a certain amount. For the self-insured component, costs were allocated to the Company based on its incurred claims. Danaher had premium based policies which covered amounts in excess of the self-insured retentions. The Company was allocated a portion of the total insurance cost incurred by Danaher based on its pro-rata portion of Danaher’s total underlying exposure base. In connection with the Separation, an estimated liability relating to the Company’s known and incurred but not reported claims was transferred to the Company and the Company established similar independent self-insurance processes and insurance programs to support any outstanding claims going forward.
Medical Insurance Programs Administered by Danaher
In addition to the corporate allocations discussed above, the Company was allocated expenses related to the medical insurance programs Danaher administered on behalf of the Company. These amounts were allocated using actual medical claims incurred during the period for the Company's employees. In connection with the Separation, the Company established independent medical insurance programs similar those previously provided by Danaher.
Deferred Compensation Program Administered by Danaher
Refer to Note 4 for information regarding the Company's deferred compensation program. In connection with the Separation, the deferred compensation liability associated with Fortive employees was transferred to the Company and the Company established a similar independent, nonqualified deferred compensation program.