Fortive Corp [FTV] Filings

10-Q 1 ftv-20240628.htm 10-Q ftv-20240628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 10-Q

________________________________________________


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 28, 2024


Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 1-37654

________________________________________________

Fortive Corporation

(Exact name of registrant as specified in its charter)

________________________________________________


Delaware						47-5654583
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)


6920 Seaway Blvd
Everett,	WA	98203

(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (425) 446-5000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	FTV	New York Stock Exchange
3.700% Notes due 2026	FTV26A	New York Stock Exchange
3.700% Notes due 2029	FTV29	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding at July 19, 2024 was 350,341,685.

FORTIVE CORPORATION

INDEX

FORM 10-Q


PART I -	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	4
	Consolidated Condensed Statements of Earnings	5
	Consolidated Condensed Statements of Comprehensive Income	6
	Consolidated Condensed Statements of Changes in Equity	7
	Consolidated Condensed Statements of Cash Flows	8
	Notes to Consolidated Condensed Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
PART II -	OTHER INFORMATION
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
	Signatures	45

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ and shares in millions, except per share amounts)


	As of
	June 28, 2024		December 31, 2023
	(unaudited)
ASSETS
Current assets:
Cash and equivalents	$	644.1	$	1,888.8
Accounts receivable less allowance for doubtful accounts of $27.8 and $39.2, respectively	934.5		960.8
Inventories:
Finished goods	224.0		214.1
Work in process	116.1		108.9
Raw materials	231.9		213.9
Inventories	572.0		536.9
Prepaid expenses and other current assets	368.9		285.1
Total current assets	2,519.5		3,671.6

Property, plant and equipment, net of accumulated depreciation of $810.2 and $809.0, respectively	417.9		439.8
Other assets	540.0		518.9
Goodwill	10,216.5		9,121.7
Other intangible assets, net	3,591.1		3,159.8
Total assets	$	17,285.0	$	16,911.8

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	383.9	$	—
Trade accounts payable	636.1		608.6
Accrued expenses and other current liabilities	1,025.8		1,182.7
Total current liabilities	2,045.8		1,791.3

Other long-term liabilities	1,337.0		1,149.0
Long-term debt	3,396.4		3,646.2
Commitments and Contingencies (Note 9)

Equity:

Common stock: $0.01 par value, 2,000.0 shares authorized; 365.6 and 363.7 issued; 350.3 and 350.7 outstanding, respectively	3.7		3.6
Additional paid-in capital	3,937.3		3,851.3
Treasury shares, at cost	(870.4)		(715.8)
Retained earnings	7,852.3		7,505.9
Accumulated other comprehensive loss	(423.6)		(326.1)
Total Fortive stockholders’ equity	10,499.3		10,318.9
Noncontrolling interests	6.5		6.4
Total stockholders’ equity	10,505.8		10,325.3
Total liabilities and equity	$	17,285.0	$	16,911.8

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

($ and shares in millions, except per share amounts)

(unaudited)


	Three Months Ended				Six Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Sales of products and software	$	1,308.9	$	1,290.8	$	2,608.8	$	2,527.4
Sales of services	243.5		235.6		468.1		459.7
Total sales	1,552.4		1,526.4		3,076.9		2,987.1

Cost of product and software sales	(500.2)		(500.1)		(992.2)		(985.2)
Cost of service sales	(123.9)		(120.9)		(252.2)		(248.3)
Total cost of sales	(624.1)		(621.0)		(1,244.4)		(1,233.5)

Gross profit	928.3		905.4		1,832.5		1,753.6
Operating costs:
Selling, general and administrative expenses	(525.4)		(514.0)		(1,086.4)		(1,021.7)
Research and development expenses	(101.1)		(100.1)		(205.2)		(200.2)
Gain on sale of property	—		—		63.1		—

Operating profit	301.8		291.3		604.0		531.7
Non-operating income (expense), net:
Interest expense, net	(38.7)		(33.1)		(82.7)		(65.2)
Loss from divestiture	(25.6)		—		(25.6)		—




Other non-operating expense, net	(8.8)		(7.8)		(33.0)		(10.3)
Earnings before income taxes	228.7		250.4		462.7		456.2
Income taxes	(33.6)		(41.4)		(60.2)		(73.6)
Net earnings	$	195.1	$	209.0	$	402.5	$	382.6

Net earnings per share:
Basic	$	0.56	$	0.59	$	1.15	$	1.08
Diluted	$	0.55	$	0.59	$	1.13	$	1.07
Average common stock and common equivalent shares outstanding:
Basic	351.3		353.0		351.5		353.3
Diluted	354.8		355.5		355.4		356.0

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in millions)

(unaudited)


	Three Months Ended				Six Months Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Net earnings	$	195.1	$	209.0	$	402.5	$	382.6
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(21.1)		(7.4)		(97.6)		6.0
Pension adjustments	—		(0.2)		0.1		(0.2)
Total other comprehensive income (loss), net of income taxes	(21.1)		(7.6)		(97.5)		5.8
Comprehensive income	$	174.0	$	201.4	$	305.0	$	388.4

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY

($ and shares in millions)

(unaudited)


	Common Stock			Additional Paid-In Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests
	Shares Outstanding	Amount
Balance, December 31, 2023	350.7	$	3.6	$	3,851.3	$	(715.8)	$	7,505.9	$	(326.1)	$	6.4


Net earnings for the period	—	—		—		—		207.4		—		—
Dividends to common shareholders	—	—		—		—		(28.1)		—		—
Other comprehensive income (loss)	—	—		—		—		—		(76.4)		—
Common stock-based award activity	1.5	0.1		73.2		—		—		—		—

Shares withheld for taxes	(0.2)	—		(18.4)		—		—		—		—

Balance, March 29, 2024	352.0	$	3.7	$	3,906.1	$	(715.8)	$	7,685.2	$	(402.5)	$	6.4
Net earnings for the period	—	—		—		—		195.1		—		—
Dividends to common shareholders	—	—		—		—		(28.0)		—		—
Other comprehensive income (loss)	—	—		—		—		—		(21.1)		—
Common stock-based award activity	0.3	—		35.0		—		—		—		—
Common stock repurchases	(2.0)	—		—		(154.6)		—		—		—
Shares withheld for taxes	—	—		(3.8)		—		—		—		—
Change in noncontrolling interests	—	—		—		—		—		—		0.1
Balance, June 28, 2024	350.3	$	3.7	$	3,937.3	$	(870.4)	$	7,852.3	$	(423.6)	$	6.5


	Common Stock			Additional Paid-In Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests
	Shares Outstanding	Amount
Balance, December 31, 2022	352.9	$	3.6	$	3,706.3	$	(442.9)	$	6,742.1	$	(325.7)	$	5.2


Net earnings for the period	—	—		—		—		173.6		—		—
Dividends to common shareholders	—	—		—		—		(24.7)		—		—
Other comprehensive income (loss)	—	—		—		—		—		13.4		—
Common stock-based award activity	0.8	—		36.3		—		—		—		—

Shares withheld for taxes	(0.2)	—		(12.1)		—		—		—		—
Change in noncontrolling interests	—	—		—		—		—		—		0.6
Balance, March 31, 2023	353.5	$	3.6	$	3,730.5	$	(442.9)	$	6,891.0	$	(312.3)	$	5.8
Net earnings for the period	—	—		—		—		209.0		—		—
Dividends to common shareholders	—	—		—		—		(24.6)		—		—
Other comprehensive income	—	—		—		—		—		(7.6)		—
Common stock-based award activity	0.5	—		52.3		—		—		—		—
Common stock repurchases	(2.0)	—		—		(129.1)		—		—		—
Shares withheld for taxes	(0.1)	—		(4.1)		—		—		—		—
Change in noncontrolling interests	—	—		—		—		—		—		0.2
Balance, June 30, 2023	351.9	$	3.6	$	3,778.7	$	(572.0)	$	7,075.4	$	(319.9)	$	6.0

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)


	Six Months Ended
	June 28, 2024		June 30, 2023
Cash flows from operating activities:
Net earnings	$	402.5	$	382.6
Noncash items:
Amortization	227.1		184.2
Depreciation	46.2		42.1
Stock-based compensation expense	53.1		55.7
Gain on sale of property	(63.1)		—
Loss from divestiture	25.6		—






Change in trade accounts receivable, net	24.6		26.0
Change in inventories	(12.0)		(27.4)
Change in trade accounts payable	30.7		(36.4)
Change in prepaid expenses and other assets	(11.5)		(13.1)
Change in accrued expenses and other liabilities	(157.6)		(118.3)


Net cash provided by operating activities	565.6		495.4

Cash flows from investing activities:
Cash paid for acquisitions, net of cash received	(1,721.8)		—
Payments for additions to property, plant and equipment	(55.6)		(45.8)
Proceeds from sale of property	10.8		4.9
Cash infusion into divestiture	(14.0)		—
All other investing activities	(1.6)		—


Net cash used in investing activities	(1,782.2)		(40.9)

Cash flows from financing activities:
Net proceeds from (repayments of) commercial paper borrowings	(571.5)		(268.6)
Proceeds from borrowings (maturities greater than 90 days), net of issuance costs	1,733.5		—
Repayment of borrowings (maturities greater than 90 days)	(1,000.0)		—

Repurchase of common shares	(152.9)		(129.1)
Payment of dividends	(56.1)		(49.3)

All other financing activities	31.9		5.6


Net cash used in financing activities	(15.1)		(441.4)

Effect of exchange rate changes on cash and equivalents	(13.0)		(9.5)
Net change in cash and equivalents	(1,244.7)		3.6
Beginning balance of cash and equivalents	1,888.8		709.2
Ending balance of cash and equivalents	$	644.1	$	712.8

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1. BUSINESS OVERVIEW

Fortive Corporation (“Fortive,” “the Company,” “we,” “us,” or “our”) is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Our strategic segments - Intelligent Operating Solutions (“IOS”), Precision Technologies (“PT”), and Advanced Healthcare Solutions (“AHS”) - include well-known brands with leading positions in their markets. Our businesses design, develop, manufacture, and service professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. Our research and development, manufacturing, sales, distribution, service, and administrative facilities are located in more than 50 countries around the world.

We prepared the unaudited consolidated condensed financial statements included herein in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations; however, we believe the disclosures are adequate to make the information presented not misleading. The unaudited consolidated condensed financial statements included herein should be read in conjunction with the audited annual consolidated financial statements as of and for the year ended December 31, 2023 and the footnotes (“Notes”) thereto included within our 2023 Annual Report on Form 10-K.

In our opinion, the accompanying financial statements contain all adjustments, which consist of only normal, recurring accruals necessary to fairly present our financial position, results of operations, comprehensive income, stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and six months ended June 28, 2024, are not necessarily indicative of the results for the full year.

Segment Realignment and Divestiture

In January 2024, we realigned Invetech from the AHS segment to the PT segment (the “Segment Realignment”) based on our strategic decision to divest the equipment design and manufacturing businesses of Invetech, while retaining the motion solution businesses (the “Motion Solution Business”) that are more closely aligned with the PT segment than the AHS segment. Prior period segment amounts in Note 3, 6, and 11 have been recast to conform to the revised segment presentation. In June 2024, we divested and transferred ownership of Invetech, excluding the Motion Solution Business, to its management team (the “Invetech Divestiture”). As a result of the divestiture, in the three and six-month periods ended June 28, 2024, we recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Consolidated Condensed Statements of Earnings. The divested businesses accounted for less than 1.0% of total revenue and less than 1.0% of total assets for the fiscal year ended December 31, 2023. The Invetech Divestiture did not represent a strategic shift with a major effect on the Company’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.

Accumulated Other Comprehensive Loss

Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. As of June 28, 2024, our outstanding €500 million Euro-denominated senior unsecured notes due 2026, €700 million Euro-denominated senior unsecured notes due 2029, €275 million Euro-denominated term loan, and ¥14.4 billion Yen-denominated term loan were designated as net investment hedges of our investment in applicable foreign operations.

We recognized after-tax foreign currency transaction gains of $13.0 million and $5.1 million during the three-month periods ended June 28, 2024 and June 30, 2023, respectively, and gains of $21.4 million of $3.4 million during the six-month periods ended June 28, 2024 and June 30, 2023, respectively, on the debt that was deferred in the foreign currency translation component of Accumulated Other Comprehensive Income (Loss) (“AOCI”) as an offset to the foreign currency translation adjustments on our investments in foreign subsidiaries. Any amounts deferred in AOCI will remain until the hedged investment is sold or substantially liquidated. We recorded no ineffectiveness from our net investment hedges during the three and six-month periods ended June 28, 2024 and June 30, 2023.

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The changes in AOCI by component are summarized below ($ in millions):


	Foreign currency translation adjustments			Pension & post-retirement plan benefit adjustments (a)			Total
For the Three Months Ended June 28, 2024:
Balance, March 29, 2024	$	(368.2)		$	(34.3)		$	(402.5)
Other comprehensive income (loss) before reclassifications, net of income taxes	(28.1)			—			(28.1)
Amounts reclassified from AOCI into income:
Increase (decrease)	7.0		(b)	0.1		(c)	7.1
Income tax impact	—			(0.1)			(0.1)
Amounts reclassified from AOCI into income, net of income taxes	7.0			—			7.0
Net current period other comprehensive income (loss), net of income taxes	(21.1)			—			(21.1)
Balance, June 28, 2024	$	(389.3)		$	(34.3)		$	(423.6)

For the Three Months Ended June 30, 2023:
Balance, March 31, 2023	$	(288.0)		$	(24.3)		$	(312.3)
Other comprehensive income (loss) before reclassifications, net of income taxes	(7.4)			—			(7.4)
Amounts reclassified from AOCI into income:
Increase (decrease)	—			(0.5)		(c)	(0.5)
Income tax impact	—			0.3			0.3
Amounts reclassified from AOCI into income, net of income taxes	—			(0.2)			(0.2)
Net current period other comprehensive income (loss), net of income taxes	(7.4)			(0.2)			(7.6)
Balance, June 30, 2023	$	(295.4)		$	(24.5)		$	(319.9)

(a) Includes balances relating to defined benefit plans, supplemental executive retirement plans, and other postretirement employee benefit plans.
(b) This amount relates to the cumulative translation adjustment recognized in earnings upon the Invetech Divestiture. Refer to Note 1 for additional details.
(c) This component of AOCI is included in the computation of net periodic pension cost (refer to Note 11 in our 2023 Annual Report on Form 10-K for additional details).

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	Foreign currency translation adjustments			Pension & post-retirement plan benefit adjustments (a)			Total
For the Six Months Ended June 28, 2024:
Balance, December 31, 2023	$	(291.7)		$	(34.4)		$	(326.1)
Other comprehensive income (loss) before reclassifications, net of income taxes	(104.6)			—			(104.6)
Amounts reclassified from AOCI into income:
Increase (decrease)	7.0		(b)	0.2		(c)	7.2
Income tax impact	—			(0.1)			(0.1)
Amounts reclassified from AOCI into income, net of income taxes	7.0			0.1			7.1
Net current period other comprehensive income (loss)	(97.6)			0.1			(97.5)
Balance, June 28, 2024	$	(389.3)		$	(34.3)		$	(423.6)

For the Six Months Ended June 30, 2023:
Balance, December 31, 2022	$	(301.4)		$	(24.3)		$	(325.7)
Other comprehensive income (loss) before reclassifications, net of income taxes	6.0			—			6.0
Amounts reclassified from AOCI into income:
Increase (decrease)	—			(0.4)		(c)	(0.4)
Income tax impact	—			0.2			0.2
Amounts reclassified from AOCI into income, net of income taxes	—			(0.2)			(0.2)
Net current period other comprehensive income (loss)	6.0			(0.2)			5.8
Balance, June 30, 2023	$	(295.4)		$	(24.5)		$	(319.9)

(a) Includes balances relating to defined benefit plans, supplemental executive retirement plans, and other postretirement employee benefit plans.
(b) This amount relates to the cumulative translation adjustment recognized in earnings upon the Invetech Divestiture. Refer to Note 1 for additional details.
(c) This component of AOCI is included in the computation of net periodic pension cost (refer to Note 11 in our 2023 Annual Report on Form 10-K for additional details).

Allowances for Doubtful Accounts

All trade accounts and unbilled receivables are recorded in the Consolidated Condensed Balance Sheets adjusted for any write-offs and net of allowances for credit losses. The allowances for credit losses represent management’s best estimate of the credit losses expected from our unbilled and trade accounts receivable portfolios over the life of the underlying assets. Additions to the allowances are charged to current period earnings, amounts determined to be uncollectible are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. During the three and six-month periods ending June 28, 2024 and June 30, 2023, the activity was immaterial.

Property Sale

On March 14, 2024, we sold land and certain office buildings in our PT segment for $90 million, for which we received $20 million in cash proceeds and a $70 million promissory note secured by a letter of credit, with principal due in August and November 2024. The promissory note is recorded within Prepaid expenses and other current assets. During the six-month period ended June 28, 2024, we recorded a gain on sale of property of $63.1 million in the Consolidated Condensed Statements of Earnings.

Concurrently, using a portion of the proceeds from the property sale, we entered into an arm’s length transaction with the Fortive Foundation (the “Foundation”), pledging a charitable contribution of $20 million, which had no donor imposed conditions or restrictions. The Foundation, a not-for-profit entity established to expand our philanthropic efforts, is a related party due to certain Fortive executives serving as members of the entity’s board of directors. The charitable contribution is recorded within the “Other non-operating expense, net” line in the Consolidated Condensed Statements of Earnings and the liability related to the pledged donation is recorded within Accrued expenses and other current liabilities in the Consolidated Condensed Balance Sheets.

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Restructuring

We initiated a discrete restructuring plan in the first quarter of 2023 that was completed during the fourth quarter of 2023. The nature of these activities were broadly consistent throughout our segments and consisted primarily of targeted workforce reductions in response to overall macroeconomic and other external conditions. We incurred these costs to position ourselves to provide superior products and services to customers in a cost-efficient manner, while taking into consideration the impact of broad economic uncertainties. During the three and six-month periods ended June 30, 2023, we incurred charges of $10.7 million and $28.3 million, respectively. These charges are recorded within Cost of sales and Selling, general, and administrative expenses in the Consolidated Condensed Statements of Earnings. Accrued restructuring costs were $10 million and $26 million as of June 28, 2024 and December 31, 2023 and are recorded within Accrued expenses and other current liabilities in the Consolidated Condensed Balance Sheets.

Recently Issued Accounting Standard

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures, which amends the disclosure requirements for reportable segments on the interim and annual basis. This standard is effective for fiscal year ending December 31, 2024 and interim periods within fiscal year ending December 31, 2025. The adoption of the standard will not impact our consolidated financial statements; however, we are currently evaluating the impact of the new disclosure requirements on the notes to the financial statements. Upon adoption, we will update the applicable interim and annual disclosures to align with the new standard.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, which amends certain disclosure requirements related to income taxes on an annual basis. This standard is effective for fiscal year ending December 31, 2025. This standard should be applied on a prospective basis, with retrospective application permitted. The adoption of the standard will not impact our consolidated financial statements; however, we are currently evaluating the impact of the new disclosure requirements on the notes to the financial statements. We will update the applicable annual disclosures to align with the new standard.

NOTE 2. ACQUISITIONS

We continually evaluate potential mergers and acquisitions that align with our business portfolio strategy. We have completed a number of acquisitions that have been accounted for as purchases of businesses and resulted in the recognition of goodwill in our financial statements. This goodwill arises when the purchase price for an acquired business exceeds its identifiable assets, net of liabilities. The purchase price for acquired businesses reflect a number of factors, including the future earnings and cash flow potential of the business, the strategic fit and resulting synergies from the complementary portfolio of the acquired business to our existing operations, industry expertise, and market access.

The purchase price allocation is provisional and is subject to further adjustments as we finalize the measurement of the acquired tangible and intangible assets and liabilities, as well as the associated income tax considerations. The preliminary fair value of the net assets acquired was based on several estimates and assumptions. As additional information necessary to complete the valuation is obtained and analyzed, we will make appropriate adjustments to purchase price allocations prior to completion of the applicable measurement period, as required and as soon as practicable.

During the three and six-month periods ended June 28, 2024, immaterial adjustments were made to the purchase price allocation of prior year acquisitions.

2024

On January 3, 2024, we acquired EA Elektro-Automatik Holding GmbH (“EA”), a leading supplier of high-power electronic test solutions for energy storage, mobility, hydrogen, and renewable energy applications. The acquisition of EA will bolster our innovative portfolio of products and services for engineers with complementary test and measurement solutions enabling the global energy transition. The total consideration paid was approximately $1.72 billion, net of acquired cash. We funded this transaction with financing activities and available cash. We recorded approximately $1.17 billion of goodwill within our PT segment related to the EA acquisition, which is not tax deductible.

For the three and six-month periods ended June 28, 2024, we incurred approximately $0.2 million and $27.4 million, respectively, of pretax transaction-related costs related to the EA acquisition, which were primarily for banking fees, legal fees, and amounts paid to other third-party advisers. These costs were recorded within Selling, general, and administrative expenses in the Consolidated Condensed Statement of Earnings.

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The following table summarizes the preliminary estimated acquisition date fair values of the assets acquired and liabilities assumed as of June 28, 2024 ($ in millions):


	Total
Accounts receivable	$	21.5
Inventories	35.6
Property, plant and equipment	18.9
Goodwill	1,172.6
Other intangible assets (customer relationships, technology, and trade names)	681.2

Deferred tax liabilities	(189.1)
Other assets and liabilities, net	(22.5)
Net cash consideration	$	1,718.2

2023

During 2023, we made four acquisitions (“the 2023 acquisitions”) in our IOS segment for an aggregate cash consideration of $101.4 million, which includes an immaterial deferred payment, net of acquired cash. The 2023 acquisitions are intended to accelerate our strategy and strengthen our product portfolio, providing world-class solutions to our customers. We recorded approximately $55.6 million of goodwill related to the acquisitions, which is not tax deductible, as well as $43.2 million of intangible assets, primarily consisting of customer relationships, technology, and trade names. All other acquired assets and assumed liabilities are immaterial.

NOTE 3. GOODWILL AND OTHER INTANGIBLE ASSETS

The following is a roll forward of our carrying value of goodwill by segment ($ in millions):


	Intelligent Operating Solutions		Precision Technologies		Advanced Healthcare Solutions		Total Goodwill
Balance, December 31, 2023	$	4,148.9	$	1,856.5	$	3,116.3	$	9,121.7
Measurement period adjustments for prior year acquisitions	(1.1)		—		—		(1.1)
Attributable to acquisitions	—		1,172.6		—		1,172.6
Foreign currency translation and other	(12.7)		(49.0)		(15.0)		(76.7)
Balance, June 28, 2024	$	4,135.1	$	2,980.1	$	3,101.3	$	10,216.5

Due to the Segment Realignment, the beginning goodwill balances for PT and AHS have been recast to conform to the revised segment presentation. Refer to Note 1 for further information on the realignment. Refer to Note 2 for more information related to goodwill attributable to acquisitions.

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The following summarizes the gross carrying value and accumulated amortization for each major category of intangible asset ($ in millions):


	June 28, 2024				December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Finite-lived intangibles:
Patents and technology	$	1,276.5	$	(753.3)	$	1,139.6	$	(687.1)
Customer relationships and other intangibles	4,026.6		(1,715.4)		3,568.0		(1,573.2)
Trademarks and trade names	174.5		(27.4)		117.7		(19.8)
Total finite-lived intangibles	5,477.6		(2,496.1)		4,825.3		(2,280.1)
Indefinite-lived intangibles:
Trademarks and trade names	609.6		—		614.6		—
Total intangibles	$	6,087.2	$	(2,496.1)	$	5,439.9	$	(2,280.1)

Finite-lived intangible assets are amortized over the shorter of their legal or estimated useful lives.

During the six-month period ended June 28, 2024, we acquired finite-lived intangible assets, consisting of customer relationships, developed technology, and trade names, with a weighted average life of approximately 9 years as a result of the EA acquisition. Refer to Note 2 for additional information on the intangible assets acquired.

NOTE 4. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value for assets and liabilities required to be carried at fair value, and provide for certain disclosures related to the valuation methods used within the valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows:

•Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•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 our 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.

Below is a summary of financial liabilities that are measured at fair value on a recurring basis ($ in millions):


	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 28, 2024
Deferred compensation liabilities	$	—	$	43.9	$	—	$	43.9
December 31, 2023
Deferred compensation liabilities	—		39.9		—		39.9

Certain management employees participate in our nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. All amounts deferred under such plans are unfunded, unsecured obligations and are recorded within Other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within our defined contribution plans for the benefit of U.S. employees (except that the earnings rates for amounts contributed unilaterally by the Company are entirely based on changes in the value of Fortive common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts and are recorded within Selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings.

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Non-recurring Fair Value Measurements

Certain non-financial assets, primarily property, plant, and equipment, goodwill, and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at their carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate that their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets. We evaluated events or circumstances that may indicate the carrying value of our non-financial assets may not be fully recoverable during the three and six-month periods ended June 28, 2024, and recorded no impairments.

Fair Value of Financial Instruments

The carrying amount and fair value of financial instruments are as follows ($ in millions):


	June 28, 2024				December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Current portion of long-term debt	$	383.9	$	384.0	$	—	$	—
Long-term debt, net of current maturities	3,396.4		3,281.3		3,646.2		3,539.4

As of June 28, 2024 and December 31, 2023, the current portion of long-term debt and long-term debt, net of current maturities were categorized as Level 1.

The fair value of the long-term borrowings were based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings may be attributable to changes in market interest rates and/or our credit ratings subsequent to the borrowing. The fair value of cash and equivalents, trade accounts receivable, net, trade accounts payable, and commercial paper approximates their carrying amount due to the short-term maturities of these instruments.

NOTE 5. FINANCING

The components of our debt were as follows ($ in millions):


	June 28, 2024		December 31, 2023
U.S. dollar-denominated commercial paper	$	675.0	$	1,251.2
3.7% Euro-denominated senior unsecured notes due 2026	535.7		—
3.7% Euro-denominated senior unsecured notes due 2029	749.9		—
Euro Term Loan due 2025	294.6		303.6
Yen Term Loan due 2025	89.5		102.1
3.15% senior unsecured notes due 2026	900.0		900.0
4.30% senior unsecured notes due 2046	550.0		550.0
Delayed-Draw Term Loan due 2024	—		550.0
Long-term debt, principal amounts	3,794.7		3,656.9
Less: aggregate unamortized debt discounts, premiums, and issuance costs	14.4		10.7
Long-term debt, carrying value	3,780.3		3,646.2
Less: current portion of long-term debt, carrying value	383.9		—
Long-term debt, net of current maturities	$	3,396.4	$	3,646.2

Refer to Note 10 of our 2023 Annual Report on Form 10-K for further details of our debt financing.

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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. None of these covenants are considered restrictive to our operations and as of June 28, 2024, we were in compliance with all of our covenants.

Delayed-Draw Term Loan due 2024

On January 2, 2024, we drew down an additional $450 million of the Delayed-Draw Term Loan due 2024 as part of the funding for the acquisition of EA, with $1.0 billion outstanding immediately following such additional draw. Refer to Note 2 for additional information regarding the EA acquisition. 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.

Other Liquidity Sources

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.

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.

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The details of our outstanding Commercial Paper Programs as of June 28, 2024 were as follows ($ in millions):


	Carrying value (a)		Annual effective rate		Weighted average maturity (in days)
U.S. dollar-denominated commercial paper	$	673.0	5.53	%	32
(a) Net of unamortized debt discount.

Credit support for the 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 June 28, 2024, no borrowings were outstanding under the Revolving Credit Facility.

We classified our borrowings outstanding under the Commercial Paper Programs as Long-term debt in the accompanying Consolidated Condensed Balance Sheets as we had 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.

NOTE 6. SALES

We derive revenue primarily from the sales of products, including software, and services. Revenue is recognized when control of promised products or services is transferred to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products, software, or services.

Product sales include revenue from the sale of products and equipment, which includes our software and software as a service (“SaaS”) product offerings and equipment rentals. Service sales include revenues from extended warranties, post-contract customer support (“PCS”), maintenance contracts or services, contract labor to perform ongoing service at a customer location, services related to previously sold products, and software implementation services.

Contract Assets — In certain circumstances, we record contract assets which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not only subject to the passage of time. Contract assets were $109 million as of June 28, 2024 and $108 million as of December 31, 2023. Contract assets are recorded within Prepaid expenses and other current assets in our Consolidated Condensed Balance Sheets.

Contract Costs — We incur and capitalize incremental costs to obtain certain contracts, typically sales-related commissions where the amortization period is greater than one year and costs associated with assets used by our customers in certain service arrangements. As of June 28, 2024 and December 31, 2023, we had $52 million and $51 million, respectively, in net revenue-related contract costs primarily related to certain software contracts. Revenue-related contract costs are recorded within Other assets in our Consolidated Condensed Balance Sheets. These assets have estimated useful lives between three and five years.

Contract Liabilities — Our contract liabilities consist of deferred revenue generally related to subscription-based software contracts, PCS and extended warranty sales, where we generally receive up-front payment and recognize revenue over the service or support term. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. The current portion of deferred revenue is recorded within Accrued expenses and other current liabilities and the noncurrent portion of deferred revenue is recorded within Other long-term liabilities in our Consolidated Condensed Balance Sheets.

Our contract liabilities consisted of the following ($ in millions):


	June 28, 2024		December 31, 2023
Deferred revenue - current	$	518.3	$	544.6
Deferred revenue - noncurrent	45.7		45.8
Total contract liabilities	$	564.0	$	590.4

During the three and six-month periods ended June 28, 2024, we recognized revenue related to our contract liabilities at December 31, 2023 of $121 million and $317 million, respectively. The change in our contract liabilities from December 31, 2023 to June 28, 2024 was primarily due to the timing of billings and revenue recognized for subscription-based software contracts, PCS and extended warranty services.

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Remaining Performance Obligations — Our remaining performance obligations represent the transaction price of firm, non-cancelable orders and the average contract value for software contracts, for which work has not been performed. We have excluded performance obligations with an original expected duration of one year or less from the amounts below.

The aggregate remaining performance obligations attributable to each of our segments is as follows ($ in millions):


	June 28, 2024
Intelligent Operating Solutions	$	571.6
Precision Technologies	62.1
Advanced Healthcare Solutions	71.5
Total remaining performance obligations	$	705.2

The majority of remaining performance obligations are related to service and support contracts, which we expect to fulfill approximately 80 percent within the next two years, approximately 95 percent within the next three years, and substantially all within four years.

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Disaggregation of Revenue

We disaggregate revenue from contracts with customers by sales of products and software and services, geographic location, and end market for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Due to the Segment Realignment, prior period segment amounts have been recast to conform to the revised segment presentation. Refer to Note 1 for further information on the realignment.

Disaggregation of revenue for the three-month period ended June 28, 2024 is presented as follows ($ in millions):


	Total		Intelligent Operating Solutions		Precision Technologies		Advanced Healthcare Solutions
Sales:
Sales of products and software	$	1,308.9	$	563.3	$	490.3	$	255.3
Sales of services	243.5		113.7		61.5		68.3
Total	$	1,552.4	$	677.0	$	551.8	$	323.6

Geographic:
United States	$	840.3	$	380.8	$	281.0	$	178.5
China	165.1		53.2		86.6		25.3
All other (each country individually less than 5% of total sales)	547.0		243.0		184.2		119.8
Total	$	1,552.4	$	677.0	$	551.8	$	323.6

End markets:(a)
Direct sales:
Healthcare	$	368.9	$	11.1	$	51.5	$	306.3
Industrial & Manufacturing	329.7		236.0		89.1		4.6
Government	142.2		80.3		52.6		9.3
Utilities & Power	104.1		48.8		55.3		—
Communications, Electronics & Semiconductor	94.5		25.5		69.0		—
Aerospace & Defense	83.4		0.1		83.3		—
Retail & Consumer	80.6		65.5		15.1		—
Oil & Gas	72.1		69.3		2.8		—
Other	175.9		100.0		75.9		—
Total direct sales	1,451.4		636.6		494.6		320.2
Distributors	101.0		40.4		57.2		3.4
Total	$	1,552.4	$	677.0	$	551.8	$	323.6

(a) Direct sales by end market include sales made through third-party distributors where we have visibility to the end customer.

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Disaggregation of revenue for the three-month period ended June 30, 2023 is presented as follows ($ in millions):


	Total		Intelligent Operating Solutions		Precision Technologies		Advanced Healthcare Solutions
Sales:
Sales of products and software	$	1,290.8	$	546.4	$	499.8	$	244.6
Sales of services	235.6		106.7		60.5		68.4
Total	$	1,526.4	$	653.1	$	560.3	$	313.0

Geographic:
United States	$	827.8	$	362.0	$	290.7	$	175.1
China	178.9		58.6		94.2		26.1
All other (each country individually less than 5% of total sales)	519.7		232.5		175.4		111.8
Total	$	1,526.4	$	653.1	$	560.3	$	313.0

End markets:(a)
Direct sales:
Healthcare	$	359.6	$	11.6	$	54.6	$	293.4
Industrial & Manufacturing	357.8		232.6		120.7		4.5
Government	132.9		77.2		47.0		8.7
Utilities & Power	104.6		46.3		58.3		—
Communications, Electronics & Semiconductor	97.4		23.3		74.1		—
Aerospace & Defense	76.3		0.2		76.1		—
Retail & Consumer	84.4		62.1		22.3		—
Oil & Gas	71.6		67.6		4.0		—
Other	181.6		100.1		81.5		—
Total direct sales	1,466.2		621.0		538.6		306.6
Distributors	60.2		32.1		21.7		6.4
Total	$	1,526.4	$	653.1	$	560.3	$	313.0

(a) Direct sales by end market include sales made through third-party distributors where we have visibility to the end customer.

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Disaggregation of revenue for the six-month period ended June 28, 2024 is presented as follows ($ in millions):


	Total		Intelligent Operating Solutions		Precision Technologies		Advanced Healthcare Solutions
Sales:
Sales of products and software	$	2,608.8	$	1,130.2	$	990.9	$	487.7
Sales of services	468.1		212.5		119.9		135.7
Total	$	3,076.9	$	1,342.7	$	1,110.8	$	623.4

Geographic:
United States	$	1,630.2	$	730.3	$	555.1	$	344.8
China	341.4		120.3		169.5		51.6
All other (each country individually less than 5% of total sales)	1,105.3		492.1		386.2		227.0
Total	$	3,076.9	$	1,342.7	$	1,110.8	$	623.4