Fortive CorpFTV
Fortive Corp Debt Disclosure
NOTE 8. FINANCING
The components of our debt as of December 31 were as follows ($ in millions):
| 2025 | 2024 | ||||||||||
| U.S. dollar-denominated commercial paper | $ | 650.0 | $ | 650.0 | |||||||
3.7% Euro-denominated senior unsecured notes due 2026 | 291.3 | 517.7 | |||||||||
3.7% Euro-denominated senior unsecured notes due 2029 | 822.2 | 724.8 | |||||||||
3.15% senior unsecured notes due 2026 | 900.0 | 900.0 | |||||||||
4.30% senior unsecured notes due 2046 | 550.0 | 550.0 | |||||||||
| Euro Term Loan due 2025 | — | 284.7 | |||||||||
| Yen Term Loan due 2025 | — | 91.6 | |||||||||
| Long-term debt, principal amounts | 3,213.5 | 3,718.8 | |||||||||
| Less: aggregate unamortized debt discounts, premiums, and issuance costs | 7.5 | 11.5 | |||||||||
| Long-term debt, carrying value | 3,206.0 | 3,707.3 | |||||||||
Less: current portion of long-term debt, carrying value | 899.5 | 376.2 | |||||||||
| Long-term debt, net of current maturities | $ | 2,306.5 | $ | 3,331.1 | |||||||
Commercial Paper Programs
We generally satisfy any short-term liquidity needs that are not met through operating cash flows and available cash primarily through issuances of commercial paper under our U.S. dollar and Euro-denominated commercial paper programs (“Commercial Paper Programs”). Under these programs, we may issue unsecured promissory notes with maturities not exceeding 397 and 183 days, respectively. Proceeds from borrowings under the commercial paper programs are typically available for general corporate purposes, including acquisitions.
Interest expense on commercial paper is paid at maturity and is generally based on our credit ratings at the time of issuance and prevailing short-term interest rates.
Credit support for our Commercial Paper Programs is provided by a five-year $2.0 billion senior unsecured revolving credit facility that expires on October 18, 2027 (the “Revolving Credit Facility”) which, to the extent not otherwise providing credit support for our Commercial Paper Programs, can also be used for working capital and other general corporate purposes. As of December 31, 2025, no borrowings were outstanding under the Revolving Credit Facility. Refer to the section below for further discussion on the Revolving Credit Facility.
The details of our Commercial Paper Programs as of December 31, 2025 were as follows ($ in millions):
Carrying value (a) | Weighted average annual effective rate | Weighted average maturity (in days) | |||||||||||||||
| U.S. dollar-denominated commercial paper | $ | 649.0 | 4.0 | % | 33 | ||||||||||||
(a) Net of unamortized debt discount. | |||||||||||||||||
The availability of the Revolving Credit Facility as a standby liquidity facility to repay maturing commercial paper is an important factor in maintaining the Commercial Paper Programs’ credit ratings. We expect to limit any future borrowings under the Revolving Credit Facility to amounts that would leave sufficient credit available under the facility to allow us to borrow, if needed, to repay any outstanding commercial paper as it matures.
We classified our borrowings outstanding under the Commercial Paper Programs as of December 31, 2025 as Long-term debt in the accompanying Consolidated Balance Sheets as we have the intent and ability, as supported by availability under the Revolving Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.
Credit Facilities
Revolving Credit Facility
We have a five-year $2.0 billion Revolving Credit Facility that was last amended on October 18, 2022 (the “Amended and Restated Credit Agreement”), which extended the availability period of the Revolving Credit Facility to October 18, 2027 with an additional two one year extension options at our request and with the consent of the lenders. The Amended and Restated Credit Agreement also contains an option permitting us to request an increase in the amounts available under the Revolving Credit Facility of up to an aggregate additional $1.0 billion.
We are obligated to pay an annual facility fee for the Revolving Credit Facility of between 6.5 and 15 basis points varying according to our long-term debt credit rating. Borrowings under the new Revolving Credit Facility in U.S Dollars bear interest at a rate equal, at our option, to either (1) Term Secured Overnight Financing Rate (“Term SOFR”), plus a 10 basis points Credit Spread Adjustment (“CSA”) plus a margin of between 68.5 and 110.0 basis points, depending on our long-term debt credit rating or (2) the highest of (a) the Federal funds rate plus 50 basis points, (b) the prime rate, (c) Term SOFR plus 100 basis points and (d) 1.0%, plus in each case a margin between zero and 10 basis points depending on our long-term debt credit rating.
In addition, performance relative to our annual greenhouse gas reduction targets, the interest rate on any borrowings can increase or decrease by 4.0 basis points and the facility fee can increase or decrease by 1.0 basis points, for a maximum impact of an increase or decrease of 5.0 basis points.
The Amended and Restated Credit Agreement requires us to maintain a consolidated net leverage ratio of debt to consolidated EBITDA (as defined in the Credit Agreement) of less than 3.5 to 1.0. The maximum consolidated net leverage ratio will be increased to 4.0 to 1.0 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by us in which the purchase price exceeds $250 million. The Amended and Restated Credit Agreement also contains customary representations, warranties, conditions precedent, events of default, indemnities, and affirmative and negative covenants.
Euro-denominated Senior Unsecured Notes Due 2026 and 2029
On February 13, 2024, we completed the registered offering of the following Euro-denominated senior unsecured notes:
•€500 million in aggregate principal amount of our 3.7% Euro-denominated senior unsecured notes due 2026 (the “2026 Notes”) issued at 99.928% of their principal amount and bearing interest at 3.7% per annum. The 2026 Notes mature on February 13, 2026 with interest payable in arrears on February 13 of each year, beginning in 2025.
•€700 million in aggregate principal amount of our 3.7% Euro-denominated senior unsecured notes due 2029 (the “2029 Notes”) issued at 99.943% of their principal amount and bearing interest at 3.7% per annum. The 2029 Notes mature on August 15, 2029 with interest payable in arrears on August 15 of each year, beginning in 2024.
The net proceeds from the offering, after underwriting discounts and commissions and offering expenses, were approximately $1.3 billion based on the currency exchange rates at which the Euro denominated proceeds were converted into U.S. dollars.
We used the net proceeds to refinance the $1.0 billion outstanding principal of the Delayed-Draw Term Loan Due 2024, refinance borrowings under the U.S. dollar-denominated commercial paper, and for general corporate purposes.
Redemption Provisions and Covenants Applicable to 2026 and 2029 Notes
Prior to July 15, 2029 for the 2029 Notes, and prior to maturity for the 2026 Notes, we may redeem the applicable series of notes at our option, in whole or in part, at any time and from time to time, at the applicable make-whole redemption price specified in the indentures. On or after July 15, 2029, we may redeem the 2029 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2029 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
We may, at our option, redeem the applicable series of notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of such series of notes to be redeemed, together with any accrued and unpaid interest thereon to, but not including, the redemption date, at any time, if as a result of any change in, or amendment to, the laws, regulations, treaties, or rulings of the United States or any political subdivision of or in the United States or any taxing authority thereof or therein affecting taxation, or any change in, or amendment to, the application, official interpretation, administration or enforcement of such laws, regulations, treaties or rulings (including a holding by a court of competent jurisdiction in the United States), which change or amendment is enacted, adopted, announced or become effective, we become or, based upon a written opinion of independent counsel selected by us, will become obligated to pay additional amounts with respect to the applicable series of notes.
If a change of control triggering event occurs, we will, in certain circumstances, be required to make an offer to repurchase the notes from each holder at a purchase price equal to 101% of the principal amount of the notes being repurchased, plus accrued and unpaid interest to, but not including the repurchase date. 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 indentures. Except in connection with a change of control triggering event, the 2026 Notes and 2029 Notes do not have any credit rating downgrade triggers that would accelerate the maturity of the notes. The 2026 Notes and 2029 Notes contain customary covenants, and none of these covenants are considered restrictive to our operations.
During the third quarter of 2025, Fortive used approximately $302 million of the Ralliant Dividend to redeem €252 million of the outstanding principal of the 2026 Notes, and the accrued interest thereon, with €248 million, or approximately $291 million remaining outstanding following such redemption.
Financing Transactions Subsequent to December 31, 2025
During February 2026, we refinanced €248 million of the outstanding principal on the 2026 Notes and accrued interest thereon, primarily using the proceeds from the commercial paper issued under the U.S. dollar and Euro-denominated commercial paper programs during the first quarter of 2026.
Registered Notes
As of December 31, 2025, we had outstanding the following senior notes, collectively the “Registered Notes”:
•$900 million aggregate principal amount of senior notes due June 15, 2026 issued at 99.644% of their principal amount and bearing interest at the rate of 3.15% per year.
•$350 million and $200 million aggregate principal amounts of senior notes due June 15, 2046 issued at 99.783% and 101.564%, respectively, of their principal amounts and bearing interest at the rate of 4.30% per year.
Interest on the Registered Notes is payable semi-annually in arrears on June 15 and December 15 of each year.
Covenants and Redemption Provisions Applicable to Registered Notes
We may redeem the Registered Notes of the applicable series, in whole or in part, at any time prior to the dates specified in the Registered Notes indenture (the “Call Dates”) by paying the principal amount and the “make-whole” premium specified in the Registered Notes indenture, plus accrued and unpaid interest. Additionally, we may redeem all or any part of the Registered Notes of the applicable series on or after the Call Dates without paying the “make-whole” premium specified in the Registered Notes indenture. We may redeem the 3.15% senior unsecured notes due 2026 and the 4.30% senior unsecured notes due 2046 on or after March 15, 2026 and December 15, 2045, respectively.
If a change of control triggering event occurs, we will, in certain circumstances, be required to make an offer to repurchase the Registered Notes at a purchase price equal to 101% of the 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 the covenants from the Amended and Restated Credit Agreement, the 2026 and 2029 Notes, and the Registered Notes are considered restrictive to our operations and as of December 31, 2025, and we were in compliance with all of our covenants.
Euro and Yen Term Loan
In 2022, we entered into and drew down on a €275 million and a ¥14.4 billion senior unsecured term facility (“Euro Term Loan” and “Yen Term Loan”, respectively). During the third quarter of 2025, Fortive used $324 million and $98 million of the Ralliant Dividend to repay the outstanding principle of the Euro Term Loan and Yen Term Loan, and accrued interest thereon.
Delayed-Draw Term Loan due 2024
In 2023 and 2024, we drew down $550 million and $450 million under a delayed-draw senior unsecured term facility (“Delayed-Draw Term Loan Due 2024”), respectively. On February 13, 2024, we used the net proceeds from the 2026 Notes and 2029 Notes to refinance the entire $1.0 billion outstanding principal and accrued interest thereon.
The Company’s future minimum principal payments due are presented in the following table:
| 2026 | $ | 1,191.3 | |||
| 2027 | — | ||||
| 2028 | — | ||||
| 2029 | 822.2 | ||||
| 2030 | — | ||||
| Thereafter | 550.0 | ||||
Total principal payments (a) | $ | 2,563.5 | |||
(a) The table above does not include principal balance of $650 million under the Commercial Paper Programs. | |||||
We made interest payments of $145 million, $136 million, and $131 million during the years ended December 31, 2025, 2024 and 2023, respectively.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.