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Fortive Corp

For the period ended Jun 27, 2025. Filed Jul 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 27, 2025 · Filed Jul 30, 2025

FTV$65.37-0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-28; filed 2025-05-01.

0001659166-25-000080

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-27; filed 2025-07-30.

0001659166-25-000120

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 178 previous paragraphs and 175 current paragraphs.

95 unchanged; 41 reworded; 36 added; 41 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 11 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (36)

Current report

On June 28, 2025 (the “Distribution Date”), the Company completed the separation (the “Separation” or the “PT Separation”) of its former Precision Technologies segment by distributing to Fortive shareholders on a pro rata basis all of the issued and outstanding common stock of Ralliant Corporation (“Ralliant”), the entity incorporated to hold the PT businesses. Beginning with the third quarter of 2025, the Company will classify Ralliant as a discontinued operation in its financial statements, as a result of the Separation. Refer to Note 2 for additional information.

Current report

The year-over-year decrease in the second quarter was a result of a 2.5% decrease in our core revenue, which was comprised of favorable pricing of 2.9% including countermeasures to mitigate the unfavorable tariffs impact, offset by volume declines of 5.4%. Additionally, there was a 0.9% increase from favorable foreign currency exchange rates and a 0.6% decrease from the effect of divested businesses.

Current report

Year-over-year decrease in the year-to-date period was primarily a result of a 2.1% decrease in our core revenue, which was comprised of favorable pricing of 2.4% including countermeasures to mitigate the unfavorable tariffs impact, offset by volume declines of 4.5%. Additionally, there was a 0.5% decrease from the effect of divested businesses.

Current report

Geographically, in the second quarter, the core revenue decline was driven primarily by market dynamics in Western Europe largely in the PT segment. North America and China also experienced softness in the quarter. Geographically, in the year-to-date period, the core revenue decline was again driven primarily by the PT segment in Western Europe. Further, declines in China were partially offset by growth in North America and Latin America. For further detail, refer to the Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions sections below.

Current report

•The year-over-year increase in price and gains from productivity measures through our FBS initiatives were offset by overall volume declines, higher employee compensation, and unfavorable impacts from tariffs net of countermeasures — unfavorable 170 basis points

Current report

•The year-over year effect of all other items was an unfavorable 310 basis points comprised of -270 basis points from Separation, acquisition, and divestiture-related costs, -55 basis points in discrete restructuring charges, +30 basis points from the net effect of divested businesses, and -15 basis points from amortization of existing businesses

Current report

Operating profit margin was 15.2% for the year-to-date period, yielding a decrease of 440 basis points as compared to 19.6% in the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Current report

•The year-over-year increase in price and gains from productivity measures were offset by volume declines, higher employee compensation, investments in growth initiatives, and the unfavorable impact from tariffs net of countermeasures — unfavorable 95 basis points

Current report

•The year-over year effect of all other items was an unfavorable 345 basis points comprised of -205 basis points from the gain on sale of property in PT in 2024, -125 basis points from Separation, acquisition, and divestiture-related costs, -40 basis points in discrete restructuring charges, +40 basis points from the net effect of acquired and divested businesses, and -15 basis points from amortization of existing businesses

Current report

The sales results in both the second quarter and year-to-date period were driven by favorable pricing of 2.3% and 2.0%, respectively, including countermeasures to mitigate unfavorable tariff impacts, and volume increases in gas detection offerings. These benefits were offset by modest declines in professional instrumentation. Additionally, foreign currency exchange rates impacted sales results as indicated above.

Current report

Geographically, in the second quarter, the core revenue decline was driven primarily by lower sales in China in professional instrumentation, partially offset by growth in Latin America from gas detection offerings. North America core revenue has remained stable despite tariff-related uncertainty and lower government procurement spend.

Current report

Geographically, in the year-to-date period, core revenue growth was driven primarily by expansion in North America across majority of the segment led by facility and asset lifecycle SaaS products and gas detection solutions, as well as Latin America from strong demand in professional instrumentation and gas detection. This growth was partially offset by declines in Western Europe and China from softening demand in certain product lines in professional instrumentation and certain software and services in facility and asset lifecycle applications.

Current report

Operating profit margin decreased 90 basis points during the second quarter as compared to the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Current report

•The year-over year effect of all other items was an unfavorable 60 basis points comprised of -85 basis points in discrete restructuring charges, +15 basis points from acquisition and divestiture-related costs, and +10 basis points from amortization of existing businesses

Current report

Operating profit margin increased 20 basis points during the year-to-date period, as compared to the comparable period of 2024. Year-over-year changes in operating profit margin comparisons were comprised of the following:

Current report

•Year-over-year increase from favorable pricing and efficiency gains achieved from productivity through our FBS initiatives were partially offset by a net decrease in sales volume, higher employee compensation, and unfavorable impact from tariffs net of countermeasures — favorable 60 basis points

Current report

•The year-over year effect of all other items was an unfavorable 40 basis points comprised of -70 basis points in discrete restructuring charges, +20 basis points from amortization from existing businesses, and +10 basis points from acquisition and divestiture-related costs

Current report

The sales results for the second quarter and year-to-date period were driven by favorable pricing of 3.5% and 2.6%, respectively, including countermeasures to mitigate unfavorable tariff impacts, and increased demand in the utilities sector for grid modernization. These benefits were offset by volume reductions in test and measurement, energetic materials, and certain industrial sensing products, as well as the Invetech Divestiture. Additionally, foreign currency exchange rates impacted sales results as indicated above.

Current report

Geographically, in the second quarter and the year-to-date period, core revenue declines were experienced in Western Europe, North America, and China, from slow downs in test and measurement amid tariff-related uncertainties and volume decline in energetic materials. These declines were partially by growth in Latin America from increased demand in the utilities sector for grid modernization.

Current report

•The year-over year effect of all other items was a favorable 10 basis points comprised of +70 basis points from the Invetech Divestiture, -40 basis points from amortization of existing businesses, -15 basis points from acquisition and divestiture-related costs, and -5 basis points in discrete restructuring charges

Current report

Operating profit margin decreased 620 basis points during the year-to-date period as compared to the comparable period of 2024. Year-over-year changes in operating profit margins were comprised of the following:

Current report

•Year-over-year increase in price from existing businesses and gains from productivity measures through our FBS initiatives were offset by net volume reduction in the segment, higher compensation costs, and unfavorable impacts from tariffs net of countermeasures — unfavorable 350 basis points

Current report

•The year-over year effect of all other items was an unfavorable 270 basis points comprised of -570 from the gain on sale of property in 2024, +225 basis points from acquisition and divestiture-related costs, +115 basis points from the Invetech Divestiture and acquisition-related fair value adjustments, -30 basis points from amortization of existing businesses, and -10 basis points in discrete restructuring charges

Current report

Geographically, in the second quarter, the core revenue decline was driven primarily by weakness in Latin America from sterilization healthcare equipment due to government healthcare budgetary restraints. Western Europe also observed sales declines in certain biomedical test products. In North America, healthcare software experienced increased demand, mitigating the unfavorable impact of softening healthcare equipment sales driven by healthcare policy uncertainty.

Current report

Geographically, in the year-to-date period, core revenue was stable, which was driven primarily by growth in North America where increased demand in software products and dosimetry services mitigated the weakness in sterilization healthcare equipment sales. This growth was mostly offset by declines in Latin America, Western Europe and China, from demand weakness in sterilization healthcare equipment and certain biomedical and radiation detection products.

Current report

Operating profit margin decreased 20 basis points during the second quarter, as compared to the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Current report

Operating profit margin decreased 40 basis points during the year-to-date period as compared to the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Current report

•Year-over-year increase due to favorable pricing and gains from productivity measures, offset by a net volume decline, higher employee compensation, and higher costs to support product innovation — unfavorable 50 basis points

Current report

•The year-over-year effect of amortization from existing businesses — favorable 10 basis points

Current report

The year-over-year decrease in gross profit during both the second quarter and year-to-date period was due to an overall volume decline, higher employee compensation, discrete restructuring charges, and the unfavorable impact from tariffs net of countermeasures. These impacts were partially offset by favorable pricing, gains from productivity measures and FBS initiatives. Additionally, the effect of foreign currency exchanges rates was favorable in the second quarter but unfavorable in the year-to-date period.

Current report

The year-over-year increase in SG&A during both the second quarter and year-to-date period were primarily due to costs incurred in 2025 related to the Separation, higher employee compensation, investment for growth initiatives, and discrete restructuring charges, all partially offset by benefits from productivity measures through our FBS initiatives. Additionally, in the year-to-date period, there were lower costs incurred related to acquisitions when compared to last year.

Current report

During the three and six-month periods ended June 28, 2024, we recognized a net realized loss of $25.6 million related to the Invetech Divestiture. For further discussion of this transaction, refer to Note 1 to the consolidated condensed financial statements.

Current report

The One Big Beautiful Bill Act (“OBBBA”) enacted in the U.S on July 4, 2025 resulted in significant income tax provisions with effective dates spanning from 2025 through 2027. Changes from OBBBA include modifications to allow for immediate expensing of certain business investments and provides certain permanent extensions and modifications to the U.S. international tax framework. We are currently assessing the impact of OBBBA on our consolidated financial statements.

Current report

•On June 27, 2025, in preparation for the Separation, Ralliant, a wholly-owned, consolidated subsidiary prior to the Separation, borrowed $1.15 billion in aggregate principal amount of USD Term Loans due 2026 and 2028 (the “Ralliant Debt”).
Removed paragraphs (41)

Previous report

•Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.

Previous report

Our IOS segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows. These offerings include electrical test & measurement, facility and asset lifecycle software applications, connected worker safety and compliance solutions across a range of vertical end markets, including manufacturing, process industries, healthcare, utilities and power, communications and electronics, among others. Typical users of these safety, productivity and sustainability solutions include electrical engineers, electricians, electronic technicians, EHS professionals, network technicians, facility managers, first-responders, and maintenance professionals.

Previous report

Our AHS segment supplies critical workflow solutions enabling healthcare providers to deliver exceptional patient care more efficiently. Our offerings include instrument sterilization solutions, instrument tracking, biomedical test tools, radiation detection and safety monitoring, and end-to-end clinical productivity software and solutions. Our healthcare offerings help ensure critical safety standards are met, instruments and operating rooms are working at peak performance, and complex procedures are followed accurately in these mission-critical healthcare environments.

Previous report

Update on Pending Separation of the Precision Technologies Segment

Previous report

On September 4, 2024, we announced our intention to separate our PT segment business into an independent publicly-traded company (the “Separation”), which has been incorporated under the name Ralliant Corporation. The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s IOS and AHS business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the PT segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends. The Separation is intended to qualify as a tax-free spin-off to Fortive shareholders for U.S. federal income tax purposes. The Company is currently targeting completion of the Separation by the end of the second quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, or a delegated committee thereof, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals. All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated condensed financial statements. Fortive anticipates that Ralliant’s Form 10 registration statement will be filed publicly with the SEC in early May 2025.

Previous report

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 recorded approximately $1.18 billion of goodwill within the PT segment related to the EA acquisition, which is not tax deductible. We also anticipate future tax benefits as a result of the transaction.

Previous report

Geographically, in the first quarter, core revenue in developed markets decreased low single-digits, driven by low single-digit growth in North America, offset by a high-teens decline in Western Europe. Core revenue in high growth markets decreased low single-digits in the first quarter, where we had high single-digit growth in Latin America, offset by a high single-digit decline in China.

Previous report

•The year-over-year effect of the gain on sale of land and certain office buildings in the PT segment in the first quarter of 2024 — unfavorable 415 basis points

Previous report

•Year-over-year increase in price, volume gains in IOS and AHS, and gains from productivity measures through our FBS initiatives, offset by volume declines in certain businesses and end markets within our PT segment, higher employee compensation and the impact from unfavorable foreign currency exchange rates — unfavorable 20 basis points

Previous report

•The year-over-year net effect of costs related to the Separation during 2025 and acquisition and divestiture-related transaction costs incurred in 2024 — favorable 15 basis points

Previous report

•The year-over-year net effect of acquired and divested businesses, including amortization, and acquisition-related fair value adjustments — favorable 55 basis points

Previous report

•The year-over-year effect of costs relating to discrete restructuring plans — unfavorable 25 basis points

Previous report

Sales by business segment for each of the periods indicated were as follows ($ in millions):

Previous report

Our IOS segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows. These offerings include electrical test & measurement, facility and asset lifecycle software applications, connected worker safety and compliance solutions across a range of vertical end markets, including manufacturing, process industries, healthcare, utilities and power, communications and electronics, among others.

Previous report

Our sales growth in the first quarter was driven by favorable pricing across the segment and an increase in volume in our test and measurement instrumentation and gas detection products, partially offset by a decline in certain product lines in our facilities and asset lifecycle offerings, as well as unfavorable foreign currency exchange rates.

Previous report

Geographically, core revenue in developed markets increased in the first quarter by mid-single-digits, driven by high single-digit growth in North America, partially offset by a high single-digit decline in Western Europe. Core revenue in high growth markets decreased in the first quarter by low single-digits, driven primarily by a low double-digit decline in China, offset by high single-digit growth in India.

Previous report

Year-over-year price increases in our IOS segment contributed 1.7% to sales growth during the first quarter and is reflected as a component of the change in core revenue.

Previous report

Operating profit margin increased 120 basis points during the first quarter as compared to the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Previous report

•The year-over-year effect of amortization from existing businesses — favorable 20 basis points

Previous report

•The year-over-year effect of costs relating to discrete restructuring plans — unfavorable 50 basis points

Previous report

The sales results for the first quarter were impacted by price increases across the segment and volume increases in utility sensing and solutions,which were more than offset by volume reductions in test and measurement, energetic materials, and industrial sensing products. Additionally, there was an unfavorable impact from foreign currency exchange rates and the Invetech Divestiture.

Previous report

Geographically, core revenue in developed markets decreased by low double-digits in the first quarter, driven by a mid-thirties decline in Western Europe and a mid-single-digit decline in North America. Core revenue in high growth markets decreased by low single-digits in the first quarter, driven by a high single-digit decline in China, partially offset by low thirties growth in Latin America.

Previous report

Year-over-year price increases in our PT segment contributed 1.8% to sales results for the first quarter and is reflected as a component of the change in core revenue.

Previous report

•The year-over-year effect of the gain on sale of land and certain office buildings in the PT segment in the first quarter of 2024 — unfavorable 1,130 basis points

Previous report

•The year-over-year effect of amortization from existing businesses — unfavorable 30 basis points

Previous report

•The year-over-year net effect of acquisition and divestiture-related transaction costs incurred in 2024, primarily related to the EA acquisition — favorable 465 basis points

Previous report

•The year-over-year net effect of acquired and divested businesses, including amortization, and acquisition-related fair value adjustments — favorable 150 basis points

Previous report

•The year-over-year effect of costs relating to discrete restructuring plans — unfavorable 10 basis points

Previous report

Our AHS segment supplies critical workflow solutions enabling healthcare providers to deliver exceptional patient care more efficiently. Our offerings include instrument sterilization solutions, instrument tracking, biomedical test tools, radiation detection and safety monitoring, and end-to-end clinical productivity software and solutions. Our healthcare offerings help ensure critical safety standards are met, instruments and operating rooms are working at peak performance, and complex procedures are followed accurately in these mission-critical healthcare environments.

Previous report

Geographically, core revenue in developed markets increased by mid-single-digits in the first quarter, driven by mid-single-digit growth in North America and a low single-digit decline in Western Europe. In high growth markets, core revenue decreased slightly in the first quarter, driven by mid-single-digit growth in Latin America, partially offset by a mid-single-digit decline in China.

Previous report

Year-over-year price increases in our AHS segment contributed 2.3% to sales growth during the first quarter and is reflected as a component of the change in core revenue.

Previous report

Operating profit margin decreased 50 basis points during the first quarter, as compared to the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Previous report

•The year-over-year effect of amortization from existing businesses — favorable 20 basis points

Previous report

The year-over-year decrease in gross profit during the first quarter was a result of favorable pricing from existing businesses and increased volume in IOS, partially offset by net volume reduction in the PT segment, higher employee compensation, and unfavorable foreign currency exchange rates.

Previous report

The year-over-year decrease in SG&A during the first quarter was due to lower year-over-year transaction expenses related to our EA acquisition in 2024 offset by separation costs in 2025, and benefits from productivity measures through our FBS initiatives, partially offset by higher employee compensation.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Reworded paragraphs (41)

Previous wording

Certain statements included or incorporated by reference in this quarterly report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; our plans to separate into two independent, publicly traded companies; new or modified laws, regulations and accounting pronouncements; impact of climate-related events or transition activities; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; impact of changes to tax laws; general economic and capital markets conditions, including expected impact of inflation or interest rate changes; impact of geopolitical events and other hostilities; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. Terminology, such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods, are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

Current wording

Certain statements included or incorporated by reference in this quarterly report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures; impact of government actions, including tariffs, other trade policies, government spending and tax laws; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, stock repurchases, and dividends; growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions, including expected impact of inflation or interest rate changes; impact of geopolitical events and other hostilities; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. Terminology, such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods, are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

Previous wording

•Potential indemnification liabilities to Vontier Corporation (“Vontier”) pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

Current wording

•Potential indemnification liabilities to Ralliant Corporation (“Ralliant”) and Vontier Corporation (“Vontier”) pursuant to the respective separation agreements could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

Previous wording

•We could incur significant liability if our separation from Danaher, our separation of our Automation and Specialty business or our separation of Vontier (collectively, the “Separation Transactions”) are determined to be a taxable transaction.

Current wording

•We could incur significant liability if our separation from Danaher, our separation of our Automation and Specialty business, our separation of Ralliant, or our separation of Vontier (collectively, the “Separation Transactions”) is determined to be a taxable transaction.

Previous wording

As a result of our geographic and industry diversity, we face a variety of opportunities and challenges, including technological development in most of the markets we serve, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, and consolidation of our competitors. We define high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America, and Asia with the exception of Japan and Australia. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend, in particular, on our ability to expand our business across geographies and market segments, identify, consummate, and integrate appropriate acquisitions, develop innovative and differentiated new products, services, and software, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality, attract relevant talent and retain, grow, and empower our talented workforce, and effectively address the demands of an increasingly regulated environment. We are making significant investments, organically and through acquisitions, to address technological change in the markets we serve and to improve our manufacturing, research and development, and customer-facing resources in order to be responsive to our customers throughout the world.

Current wording

As a result of our geographic and industry diversity, we face a variety of opportunities and challenges, including technological development in most of the markets we serve, the expansion and evolution of opportunities in growing markets, trends and costs associated with a global labor force, and consolidation of our competitors. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend, in particular, on our ability to expand our business across geographies and market segments, identify, consummate, and integrate appropriate acquisitions, develop innovative and differentiated new products, services, and software, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality, attract relevant talent and retain, grow, and empower our talented workforce, and effectively address the demands of an increasingly regulated environment. We are making significant investments, organically and through acquisitions, to address technological change in the markets we serve and to improve our manufacturing, research and development, and customer-facing resources in order to be responsive to our customers throughout the world.

Previous wording

We operate and report our results in three segments, IOS, PT, and AHS, each of which is further described below.

Current wording

Prior to the separation of Ralliant Corporation on June 28, 2025, we operated and reported our results in three segments, IOS, PT, and AHS.

Previous wording

Our PT segment helps solve tough technical challenges to speed breakthroughs in a wide range of applications, from food and beverage production and manufacturing to next-generation electric vehicles and clean energy, as our customers seek new test solutions to enable the electrification and connectivity of everything. Our expertise in materials, methods and measurements are reflected in our electrical test & measurement and sensing and material technologies offered to a broad set of customers and vertical end markets, including industrial, power and energy, automotive, medical equipment, food and beverage, aerospace and defense, semiconductor, and other general industries. Customers for these products and services include design engineers for advanced electronic devices and equipment, process and quality engineers focused on improved process capability and productivity, facility maintenance managers driving increased uptime, and other customers for whom precise measurement, reliability, and compliance are critical in their applications.

Current wording

The IOS segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows. The PT segment helps solve tough technical challenges to speed breakthroughs in a wide range of applications, from food and beverage production and manufacturing to next-generation electric vehicles and clean energy, as our customers seek new test solutions to enable the electrification and connectivity of everything. The AHS segment supplies critical workflow solutions enabling healthcare providers to deliver exceptional patient care more efficiently. Refer to Note 11 for further description of each segment.

Previous wording

During the three-month period ended March 28, 2025 (the “quarter” or the “first quarter” and “year-to-date period,” respectively), our sales decreased by 3.3%, primarily driven by a 1.7% decrease in our core revenue and a 1.2% decrease from unfavorable foreign currency exchange rates. Core revenue growth in the first quarter included favorable pricing of 1.9%, offset by volume declines of 3.6%.

Current wording

During the three and six-month period ended June 27, 2025 (the “quarter” or the “second quarter” and “year-to-date period,” respectively), our sales decreased by 2.2% and 2.7%, respectively.

Previous wording

In 2025, the U.S. government began imposing tariffs on products from all countries and additional individualized reciprocal tariffs on certain countries. In response, China, in particular, and other countries have announced retaliatory tariffs against certain imports from the United States. These changes to trade policies, retaliatory measures, and prolonged uncertainty in trade relationships negatively impact operations and financial results, including potential impairment of certain intangible assets, through resulting supply chain disruptions, delayed shipments, and increased operational complexities and costs. We continue to evaluate what impact these tariffs may have on our financial results, as the application and imposition of these tariffs remains unpredictable. For additional discussion of risks related to tariffs and trade relations, please refer to the risk factor, “Trade relations between the United States and other countries, including the imposition of new or increased tariffs and related uncertainty thereof, could have a material adverse effect on our business and financial results” in Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q.

Current wording

In 2025, the U.S. government began imposing tariffs on products from all countries and additional individualized reciprocal tariffs on certain countries. In response, China, in particular, and other countries have announced retaliatory tariffs against certain imports from the United States. Currently, certain of these tariffs have been temporarily paused until August of 2025. There may be additional changes to tariff levels, trade restrictions, and other aspects of global trade policy in the U.S. and other countries due to global trade negotiations and other factors. These changes to trade policies, retaliatory measures, and prolonged uncertainty in trade relationships negatively impact operations and financial results, including potential impairment of certain intangible assets, through resulting supply chain disruptions, delayed shipments, and increased operational complexities and costs. We continue to evaluate the impact of tariffs on our financial results, as the application and imposition of these tariffs remains unpredictable. For additional discussion of risks related to tariffs and trade relations, please refer to the risk factor, “Trade relations between the United States and other countries, including the imposition of new or increased tariffs and related uncertainty thereof, could have a material adverse effect on our business and financial results” in Part II, Item 1A. Risk Factors of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2025.

Previous wording

We also expect foreign exchange rates to remain volatile throughout the year, which could continue to impact our financial results. Additionally, our financial outlook is subject to various assumptions and risks, including but not limited to, ongoing geopolitical developments and events, global uncertainties related to governmental policies toward international trade, monetary and fiscal policies, including the current uncertainty about the future relationship between the United States and other regions with respect to tariffs as mentioned above, trade policies, treaties, government regulations and sanctions, increased economic nationalism, macroeconomic conditions in the United States, China, and other critical regions, impact from our pending separation into two independent publicly traded companies, and the impact of inflationary dynamics on our expenses or our ability to realize price increases and/or competitiveness in our sales, interest rates, market conditions in key product segments, and elective surgery rates.

Current wording

We also expect foreign exchange rates to remain volatile throughout the year, which could continue to impact our financial results. Additionally, our financial outlook is subject to various assumptions and risks, including but not limited to, ongoing geopolitical developments and events, uncertainties related to governmental policies on international trade and healthcare, monetary and fiscal policies, including the current uncertainty about the future relationship between the United States and other regions with respect to tariffs as mentioned above, trade policies, treaties, government regulations and sanctions, reductions in spending by the U.S. government as a result of the recently enacted One Big Beautiful Bill Act (“OBBBA”) and the formation of the Department of Government Efficiency, increased economic nationalism, macroeconomic conditions in the United States, China, and other critical regions, impact from our separation into two independent publicly traded companies, and the impact of inflationary dynamics on our expenses or our ability to realize price increases and/or competitiveness in our sales, interest rates, market conditions in key product segments, and elective surgery rates.

Previous wording

We continue to deploy the Fortive Business System (“FBS”), including tools and processes to leverage existing sourcing strategies and optimize production and logistics to actively manage these challenges and utilize pricing, cost and productivity actions and other countermeasures designed to offset the aforementioned dynamics. We continue to monitor these conditions and potential adverse global economic trends and sentiments, monetary and fiscal policies, international trade policies and relations between the U.S., China and other nations, and investment and taxation policy initiatives being considered in the United States and by the Organization for Economic Co-operation and Development (“OECD”), including incremental impacts of the Pillar Two initiative.

Current wording

We continue to deploy the Fortive Business System (“FBS”), including tools and processes to leverage existing sourcing strategies and optimize production and logistics to actively manage these challenges and utilize pricing, cost and productivity actions and other countermeasures designed to offset the aforementioned dynamics. We continue to monitor these conditions and potential adverse global economic trends and sentiments, monetary and fiscal policies, international trade policies and relations between the U.S., China and other nations, and investment and taxation policy initiatives being considered in the United States and by the Organization for Economic Co-operation and Development (“OECD”), including incremental impacts of the Pillar Two initiative. In addition, we are continuing to assess the potential impact, including on our tax liabilities and our strategies, of the OBBBA. Refer to Income Taxes below for further detail on the OECD initiatives and the OBBBA.

Previous wording

The following table summarizes total aggregate year-over-year sales growth and the components thereof for the first quarter as compared to the comparable period of 2024:

Current wording

The following table summarizes total aggregate year-over-year sales growth and the components thereof for the second quarter as compared to the comparable period of 2024:

Previous wording

Operating profit margin was 15.8% for the first quarter, representing a decrease of 400 basis points as compared to 19.8% in the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Current wording

Operating profit margin was 14.6% for the second quarter, representing a decrease of 480 basis points as compared to 19.4% in the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Previous wording

•Year-over-year increase in price, a net increase in sales volume across the segment, and efficiency gains achieved through FBS measures, partially offset by higher employee compensation and the impact of unfavorable foreign currency exchange rates — favorable 150 basis points

Current wording

•The year-over-year increase in price and efficiency gains achieved from productivity measures through our FBS initiatives were offset by a net decrease in sales volume in the segment, higher employee compensation, investments in growth initiatives, and the unfavorable impact from tariffs net of countermeasures — unfavorable 30 basis points

Previous wording

Operating profit margin decreased 930 basis points for the first quarter as compared to the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Current wording

Operating profit margin decreased 310 basis points for the second quarter as compared to the comparable period of 2024. Year-over-year changes in operating profit margin were comprised of the following:

Previous wording

•Year-over-year increase in price, more than offset by net volume reductions, higher compensation costs and the impact of unfavorable foreign currency exchange rates — unfavorable 375 basis points

Current wording

•Year-over-year increase in price and gains from productivity measures through our FBS initiatives were offset by net volume reductions, higher compensation costs, and unfavorable impacts from tariffs net of countermeasures— unfavorable 320 basis points

Previous wording

The sales results for the first quarter were driven by price increases across the segment and volume increases in dosimetry services, and software products, all partially offset by a decline in biomedical test tools and unfavorable foreign currency exchange rates.

Current wording

The sales results for the second quarter and year-to-date period were driven by favorable pricing of 2.9% and 2.6%, respectively, and volume increases in software products anddosimetry services. These benefits were offset by a decline in sterilization healthcare equipment and biomedical test tools. Additionally, foreign currency exchange rates impacted sales results as indicated above.

Previous wording

•Year-over-year increases due to favorable price and gains from productivity measures through our FBS initiatives, offset by higher employee compensation and the impact of foreign currency exchange rate — unfavorable 70 basis points

Current wording

•Year-over-year increases due to favorable pricing, gains from productivity measures through our FBS initiatives, offset by a net volume decline in the segment, higher employee compensation, and investments in growth initiatives — unfavorable 10 basis points

Previous wording

R&D, consisting principally of internal and contract engineering personnel costs, increased slightly during the first quarter as compared to the comparable period of 2024 due to ongoing investments in innovation.

Current wording

R&D, consisting principally of internal and contract engineering personnel costs, increased during the second quarter and the year-to-date period as compared to the comparable periods of 2024 due to ongoing investments in innovation and higher compensation.

Previous wording

Net interest expense for the first quarter was $32.0 million as compared to $44.0 million in the comparable periods in 2024. The year-over-year decrease in net interest expense was primarily due to overall debt mix consisting of lower fixed rate debt instruments, and lower interest rate on floating rate debt instruments. For discussion of our outstanding indebtedness, refer to Note 5 to the consolidated condensed financial statements.

Current wording

Net interest expense for the second quarter and year-to-date period was $32.1 million and $64.1 million as compared to $38.7 million and $82.7 million in the comparable periods in 2024. The year-over-year decrease in net interest expense was primarily due to overall debt mix consisting of lower fixed rate debt instruments, and lower interest rate on floating rate debt instruments. For discussion of our outstanding indebtedness, refer to Note 5 to the consolidated condensed financial statements.

Previous wording

Other non-operating expense for the first quarter was $0.2 million, as compared to $24.2 million in the comparable period in 2024. The year-over-year decrease was due to a charitable contribution made in the first quarter of 2024. For further discussion of the charitable contribution, refer to Note 1 to the consolidated condensed financial statements.

Current wording

Other non-operating income for the second quarter and year-to-date period was $1.9 million and $1.7 million, as compared to expense of $8.8 million and $33.0 million in the comparable periods in 2024. The year-over-year change in both the second quarter and year-to-date was primarily due to losses from our equity investments recognized in the comparable prior year periods. Additionally there was a charitable contribution made in the first quarter of 2024. For further discussion of the charitable contribution, refer to Note 1 to the consolidated condensed financial statements.

Previous wording

Our effective tax rate for the three-month period ended March 28, 2025 was 14.6% as compared to 11.4%, for the three-month period ended March 29, 2024. The increase in the effective tax rate for the three-month period ended March 28, 2025 as compared to the three-month period ended March 29, 2024 was primarily related to a discrete tax credit in the comparable prior year period from cash repatriation.

Current wording

Our effective tax rate for the three and six-month period ended June 27, 2025 was 13.2% and 14.0%, respectively, as compared to 14.7% and 13.0%, respectively, for the three and six-month period ended June 28, 2024. The decrease in the effective tax rate for the three-month period ended June 27, 2025 as compared to the three-month period ended June 28, 2024 was primarily related to a change in mix of earnings in the comparable prior year period. The increase in the effective tax rate for the six-month period ended June 27, 2025 as compared to the six-month period ended June 28, 2024 was primarily related to a discrete tax credit in the comparable prior year period from cash repatriation.

Previous wording

Our effective tax rate for the three-month period ended March 28, 2025, differs from the U.S. federal statutory rate of 21% due primarily to the impact of credits and deductions provided by law, including those associated with state income taxes, and changes in our uncertain tax position reserves.

Current wording

Our effective tax rate for the three and six-month period ended June 27, 2025 , differs from the U.S. federal statutory rate of 21% due primarily to the impact of credits and deductions provided by law, including those associated with state income taxes, and changes in our uncertain tax position reserves.

Previous wording

The OECD has published the framework for a “Pillar Two” global minimum corporate income tax rate of fifteen percent (15%). For the current year, portions of Pillar Two are effective in certain countries where the Company conducts business, and the impact has been included within the provision for income taxes. The Company continues to monitor for further corporate tax legislative developments and changes to the Pillar Two framework.

Current wording

Globally, the Company monitors legislative action and OECD initiatives related to global taxation. The impact of the OECD framework for a “Pillar Two” global minimum corporate income tax rate of fifteen percent (15%) has been included within the provision for income taxes. On June 28, 2025, the OECD released a statement recognizing an agreement between OECD and the G20 to recognize the U.S. minimum tax rules to exempt U.S. multinationals certain portions of the Pillar Two framework. We continue to monitor further guidance and legislative developments related to the Pillar Two framework.

Previous wording

Comprehensive income increased by $111 million during the first quarter as compared to the comparable period in 2024 due primarily to favorable changes in foreign currency translation adjustments of $147 million, partially offset by a $36 million decrease in net income.

Current wording

Comprehensive income increased by $101 million during the second quarter as compared to the comparable period in 2024 due to favorable changes in foreign currency translation of $129 million, partially offset by a $29 million decrease in net income.

Previous wording

Operating cash flows were $242 million during the year-to-date period, representing a decrease of $15 million when compared to the comparable period of 2024. The year-over-year change in operating cash flows was primarily attributable to the following factors:

Current wording

Operating cash flows were $553 million during the year-to-date period, representing a decrease of $13 million when compared to the comparable period of 2024. The year-over-year change in operating cash flows was primarily attributable to the following factors:

Previous wording

•Year-over-year increase of $24 million in Operating cash flows from net earnings, net of non-cash items (Amortization, Depreciation, Stock-based compensation, and Gain on sale of property).

Current wording

•Year-over-year decrease of $25 million in Operating cash flows from net earnings, net of non-cash items (Amortization, Depreciation, Stock-based compensation, Gain on sale of property, and Loss from divestiture).

Previous wording

•The aggregate changes in accounts receivable, inventories, and trade accounts payable generated $1 million of cash during the year-to-date period as compared to generating $52 million in the comparable period of 2024. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories, and trade accounts payable depends upon how effectively we manage the cash conversion cycle, which generally represents the number of days that elapse from the day we pay for the purchase of raw materials and components to the collection of cash from our customers, and can be significantly impacted by the timing of collections and payments in a period.

Current wording

•The aggregate changes in accounts receivable, inventories, and trade accounts payable generated $32 million of cash during the year-to-date period as compared to generating $43 million in the comparable period of 2024. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories, and trade accounts payable depends upon how effectively we manage the cash conversion cycle, which generally represents the number of days that elapse from the day we pay for the purchase of raw materials and components to the collection of cash from our customers, and can be significantly impacted by the timing of collections and payments in a period.

Previous wording

•The aggregate changes in prepaid expenses and other assets, and accrued expenses and other liabilities used $94 million of cash in the year-to-date period as compared to using $105 million of cash in the comparable period of 2024. The year-over-year changes were driven by timing differences related to contract assets, contract liabilities, and payments of employee compensation, income taxes and interest.

Current wording

•The aggregate changes in prepaid expenses and other assets, and accrued expenses and other liabilities used $145 million of cash in the year-to-date period as compared to using $169 million of cash in the comparable period of 2024. The year-over-year changes were driven by timing differences related to payments of employee compensation, income taxes, interest.

Previous wording

Cash outflows from investing activities declined $1.71 billion when compared with the prior year, which had outflows related to acquisitions, net of cash acquired, partially offset by proceeds from the sale of property.

Current wording

Cash outflows from investing activities declined $1.73 billion when compared with the prior year, which had outflows related to the EA acquisition, net of cash acquired, and cash infusion into divestiture.

Previous wording

Capital expenditures are made primarily for increasing production capacity, replacing aged equipment, supporting product development initiatives for hardware and software offerings, improving information technology systems, and purchasing equipment that is used in revenue arrangements with customers. For the current year, we expect capital spending to be between approximately $120-$140 million, though actual expenditures will ultimately depend on business conditions.

Current wording

Capital expenditures are made primarily for increasing production capacity, replacing aged equipment, supporting product development initiatives for hardware and software offerings, improving information technology systems, and purchasing equipment that is used in revenue arrangements with customers.

Previous wording

In the year-to-date period, financing activities used cash of $141 million, reflecting the following transactions:

Current wording

In the year-to-date period, financing activities generated cash of $509 million, reflecting the following transactions:

Previous wording

•We repaid $427 million in net commercial paper borrowings.

Current wording

•We repaid $253 million in net commercial paper borrowings.

Previous wording

•We repurchased 2.5 million shares of our common stock for approximately $203 million, under our share repurchase program.

Current wording

•We repurchased 4.4 million shares of our common stock for approximately $345 million, under our share repurchase program.

Previous wording

•We made dividend payments to common shareholders totaling $27 million.

Current wording

•We made dividend payments to common shareholders totaling $54 million.

Previous wording

In the comparable 2024 period, financing activities generated cash of $307 million, reflecting the following transaction:

Current wording

In the comparable 2024 period, financing activities used cash of $15 million, reflecting the following transaction:

Previous wording

•We incurred $81 million in net commercial paper borrowings.

Current wording

•We repaid $572 million in net commercial paper borrowings.

Previous wording

•On January 2, 2024, we drew down $450 million from the $1.3 billion Delayed-Draw Term Loan due 2024 as part of the funding for the acquisition of EA.

Current wording

•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.

Previous wording

•On February 13 2024, we repaid $1.0 billion in outstanding principal of the Delayed-Draw Term Loan due 2024, using net proceeds from the 2026 Notes and 2029 Notes.

Current wording

•On February 13 2024, Fortive repaid $1.0 billion in outstanding principal of the Delayed-Draw Term Loan due 2024, using net proceeds from the 2026 Notes and 2029 Notes.

Previous wording

•We made dividend payments to common shareholders totaling $28 million.

Current wording

•We made dividend payments to common shareholders totaling $56 million.

Previous wording

As of March 28, 2025, we held approximately $892 million of cash and equivalents that were invested in highly liquid investment-grade instruments with a maturity of 90 days or less, of which approximately 87% was held outside of the United States.

Current wording

As of June 27, 2025, we held approximately $1,833 million of cash and equivalents, including the proceeds from the Ralliant Dividend, that were invested in highly liquid investment-grade instruments with a maturity of 90 days or less, of which approximately 32% was held outside of the United States.

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Current report — wording carried from elsewhere

Other non-operating income (expense), net

Current report — wording carried from elsewhere

Comprehensive income increased by $212 million during the year-to-date period as compared to the comparable period in 2024 due primarily to favorable changes in foreign currency translation adjustments of $276 million, partially offset by a $64 million decrease in net income.

Current report — wording carried from elsewhere

•We repurchased 2 million shares of our common stock for approximately $153 million under our share repurchase program.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Our PT segment helps solve tough technical challenges to speed breakthroughs in a wide range of applications, from food and beverage production and manufacturing to next-generation electric vehicles and clean energy, as our customers seek new test solutions to enable the electrification and connectivity of everything. Our expertise in materials, methods and measurements are reflected in our electrical test & measurement and sensing and material technologies offered to a broad set of customers and vertical end markets, including industrial, power and energy, automotive, medical equipment, food and beverage, aerospace and defense, semiconductor, and other general industries.