What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-05-01 · 286 added, 91 removed, 488 unchanged (44% of the section changed)

3 unchanged sentences

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

March 28, 2025 December 31, 2024

June 27, 2025 December 31, 2024

Current assets:

37 unchanged sentences

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

Three Months Ended

March 28, 2025 March 29, 2024

Three Months Ended Six Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Sales of products and software $ 1,277.4 $ 1,308.9 $ 2,525.8 $ 2,608.8

14 unchanged sentences

Interest expense, net ( 32.1 ) ( 38.7 ) ( 64.1 ) ( 82.7 )

Other non-operating expense, net ( 0.2 ) ( 24.2 )

Loss from divestiture

— ( 25.6 ) — ( 25.6 )

Other non-operating income (expense), net

1.9 ( 8.8 ) 1.7 ( 33.0 )

Earnings before income taxes 192.0 228.7 393.4 462.7

11 unchanged sentences

($ in millions)

Three Months Ended

March 28, 2025 March 29, 2024

Three Months Ended Six Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Net earnings $ 166.6 $ 195.1 $ 338.5 $ 402.5

23 unchanged sentences

Balance, March 28, 2025 339.9 $ 3.7 $ 4,071.6 $ ( 1,815.9 ) $ 8,372.3 $ ( 395.3 ) $ 6.9

Net earnings for the period — — — — 166.6 — —

Dividends to common stockholders

— — — — ( 27.0 ) — —

Other comprehensive income (loss) — — — — — 108.0 —

Common stock-based award activity 0.2 — 36.2 — — — —

Common stock repurchases ( 1.9 ) — — ( 136.3 ) — — —

Shares withheld for taxes — — ( 1.8 ) — — — —

Change in noncontrolling interests — — — — — — 0.2

Balance, June 27, 2025 338.2 $ 3.7 $ 4,106.0 $ ( 1,952.2 ) $ 8,511.9 $ ( 287.3 ) $ 7.1

Common Stock Additional Paid-In Capital Treasury

11 unchanged sentences

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

See the accompanying Notes to Consolidated Condensed Financial Statements.

2 unchanged sentences

($ in millions)

Three Months Ended

March 28, 2025 March 29, 2024

Six Months Ended

June 27, 2025 June 28, 2024

Cash flows from operating activities:

5 unchanged sentences

Gain on sale of property

Loss from divestiture

Change in certain assets and liabilities:

9 unchanged sentences

Cash paid for acquisitions, net of cash received — ( 1,721.8 )

Cash infusion into divestiture

All other investing activities 10.9 ( 1.6 )

28 unchanged sentences

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 months ended March 28, 2025, are not necessarily indicative of the results for the full year.

Update on Pending Separation of the Precision Technologies Segment

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.

The results of operations for the three and six months ended June 27, 2025, are not necessarily indicative of the results for the full year.

Precision Technologies Separation

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.

Refer to Note 2 for additional information.

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.

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, in the three and six-months period 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 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

1 unchanged sentence

subsidiaries.

As of March 28, 2025, 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 losses of $ 57.0 million and gains of $ 8.4 million during the three-month periods ended March 28, 2025 and March 29, 2024, 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.

As of June 27, 2025, 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 losses of $ 103.3 million and gains of $ 13.0 million during the three-month periods ended June 27, 2025 and June 28, 2024, respectively, and losses of $ 160.3 million and gains of $ 21.4 million during the six-month periods ended June 27, 2025 and June 28, 2024, 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-month periods ended March 28, 2025 and March 29, 2024.

We recorded no ineffectiveness from our net investment hedges during the three and six-month periods ended June 27, 2025 and June 28, 2024.

On the Distribution Date of the Separation, certain investments in foreign subsidiaries were transferred to Ralliant, resulting in a partial de-designation of net investment hedges on the outstanding foreign currency denominated debt instruments noted above.

Foreign exchange gains and losses on any non-designated portion of the debt will be recognized in earnings beginning in Q3 2025.

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

adjustments Pension & post-retirement plan benefit adjustments (a)

For the Three Months Ended March 28, 2025:

For the Three Months Ended June 27, 2025:

Balance, March 28, 2025 $ ( 361.3 ) $ ( 34.0 ) $ ( 395.3 )

Other comprehensive income (loss) before reclassifications:

Increase (decrease):

120.7 — 120.7

Income tax impact

( 12.7 ) — ( 12.7 )

Other comprehensive income (loss) before reclassifications, net of income taxes 108.0 — 108.0

Amounts reclassified from AOCI into income:

Increase (decrease) — (d)

Income tax impact — — (d)

Amounts reclassified from AOCI into income, net of income taxes

Net current period other comprehensive income (loss), net of income taxes 108.0 — 108.0

Balance, June 27, 2025 $ ( 253.3 ) $ ( 34.0 ) $ ( 287.3 )

For the Three Months Ended June 28, 2024:

Balance, March 29, 2024 $ ( 368.2 ) $ ( 34.3 ) $ ( 402.5 )

Other comprehensive income (loss) before reclassifications:

Increase (decrease):

( 33.1 ) — ( 33.1 )

Income tax impact 5.0 — 5.0

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)

Income tax impact — ( 0.1 ) ( 0.1 )

Amounts reclassified from AOCI into income, net of income taxes

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 )

(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 10 in our 2024 Annual Report on Form 10-K for additional details).

(d) Amount was rounded to zero.

adjustments Pension & post-retirement plan benefit adjustments (a)

For the Six Months Ended June 27, 2025:

Balance, December 31, 2024 $ ( 431.4 ) $ ( 34.0 ) $ ( 465.4 )

1 unchanged sentence

Increase (decrease):

198.7 — 198.7

Income tax impact

1 unchanged sentence

Other comprehensive income (loss) before reclassifications, net of income taxes

178.1 — 178.1

Amounts reclassified from AOCI into income:

Increase (decrease) — — (b, c)

Income tax impact — — (c)

Increase (decrease) — (d)

Income tax impact — — (d)

Amounts reclassified from AOCI into income, net of income taxes — — —

Net current period other comprehensive income (loss) 178.1 — 178.1

Balance, March 28, 2025 $ ( 361.3 ) $ ( 34.0 ) $ ( 395.3 )

For the Three Months Ended March 29, 2024:

Balance, June 27, 2025 $ ( 253.3 ) $ ( 34.0 ) $ ( 287.3 )

For the Six Months Ended June 28, 2024:

Balance, December 31, 2023 $ ( 291.7 ) $ ( 34.4 ) $ ( 326.1 )

6 unchanged sentences

Increase (decrease) 7.0 (b)

Income tax impact — — (c)

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, March 29, 2024 $ ( 368.2 ) $ ( 34.3 ) $ ( 402.5 )

Balance, June 28, 2024 $ ( 389.3 ) $ ( 34.3 ) $ ( 423.6 )

(a) Includes balances relating to defined benefit plans, supplemental executive retirement plans, and other postretirement employee benefit plans.

(b) This component of AOCI is included in the computation of net periodic pension cost (refer to Note 10 in our 2024 Annual Report on Form 10-K for additional details).

(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 10 in our 2024 Annual Report on Form 10-K for additional details).

(d) Amount was rounded to zero.

Allowance for Doubtful Accounts

2 unchanged sentences

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-month periods ending March 28, 2025 and March 29, 2024, the activity was immaterial.

During the three and six-month periods ending June 27, 2025 and June 28, 2024, the activity was immaterial.

Property Sale

1 unchanged sentence

The promissory note was recorded within Prepaid expenses and other current assets.

During the three-month period ended March 29, 2024, we recorded a gain on sale of property of $ 63.1 million in the Consolidated Condensed Statements of Earnings.

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 pledged a charitable contribution of $ 20 million to the Fortive Foundation (the “Foundation”), which had no donor imposed conditions or restrictions.

4 unchanged sentences

The nature of the plan initiated in 2024 was related to the Separation and consisted primarily of targeted workforce reductions to realign cost structures.

During the three-month period ended March 28, 2025, we incurred charges of $ 3.9 million.

Accrued restructuring costs were $ 9 million as of March 28, 2025 and were $ 13 million as of December 31, 2024, and are recorded within Accrued expenses and other current liabilities in the Consolidated Condensed Balance Sheets.

During the three and six-month periods ended June 27, 2025, we incurred charges of $ 8 million and $ 12 million, respectively.

Accrued restructuring costs were $ 8 million as of June 27, 2025 and were $ 13 million as of December 31, 2024, and are recorded within Accrued expenses and other current liabilities in the Consolidated Condensed Balance Sheets.

Recently Issued Accounting Standard

11 unchanged sentences

Upon adoption, we will update the applicable interim and annual disclosures to align with the new standard.

ACQUISITIONS AND DIVESTITURES

We continually evaluate potential mergers and acquisitions that align with our business portfolio strategy.

2 unchanged sentences

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.

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.

1 unchanged sentence

We recorded approximately $ 1.18 billion of goodwill within our PT segment related to the EA acquisition, which is not tax deductible.

For the three-month periods ended March 29, 2024, we incurred approximately $ 27 million 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.

For the three and six-month periods ended June 28, 2024, we incurred approximately $ 0.2 million and $ 27.4 million 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.

The fair value of the net assets acquired was based on estimates and assumptions.

Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted cash flows of the acquired business including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, royalty rates, customer attrition rates, and technology obsolescence rates.

During the three-month period ended March 28, 2025, no adjustments were made to the EA purchase price allocation.

Subsequent to the end of the second quarter, on June 28, 2025, the Company completed the PT Separation by distributing to its stockholders one share of Ralliant common stock for every three shares of the Company’s common stock outstanding held on June 16, 2025, the record date for the distribution.

Fortive stockholders received cash in lieu of any fractional shares of Ralliant common stock that they would have received after application of this ratio.

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 11 for PT’s operating results.

In connection with the Separation, the Company incurred $ 41 million and $ 64 million in Separation-related costs during the three and six months ended June 27, 2025, respectively.

These costs were primarily related to professional fees associated with finance, tax, legal, banking and information technology services as well as redundant general and administrative costs, and were recorded within Selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings.

Fortive and Ralliant entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement, a Fortive Business System (“FBS”) license agreement and a Fort solutions license agreement.

These agreements provide for the allocation between Fortive and Ralliant of assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the Separation and govern certain relationships between Fortive and Ralliant after the Separation.

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

1 unchanged sentence

Balance, December 31, 2024 $ 4,121.7 $ 2,940.0 $ 3,094.3 $ 10,156.0

Foreign currency translation

Foreign currency translation and other

47.2 179.1 21.4 247.7

Balance, March 28, 2025 $ 4,137.4 $ 3,003.7 $ 3,103.6 $ 10,244.7

Balance, June 27, 2025 $ 4,168.9 $ 3,119.1 $ 3,115.7 $ 10,403.7

FAIR VALUE MEASUREMENTS

11 unchanged sentences

(Level 3) Total

March 28, 2025

June 27, 2025

Deferred compensation liabilities $ — $ 37.7 $ — $ 37.7

9 unchanged sentences

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-month period ended March 28, 2025, and recorded no impairments.

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 period ended June 27, 2025, and recorded no impairments.

Fair Value of Financial Instruments

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

March 28, 2025 December 31, 2024

June 27, 2025 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

2 unchanged sentences

2,906.5 2,837.2 3,331.1 3,243.8

As of March 28, 2025 and December 31, 2024, the current portion of long-term debt and long-term debt, net of current maturities were categorized as Level 1.

As of June 27, 2025 and December 31, 2024, 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.

2 unchanged sentences

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

March 28, 2025 December 31, 2024

June 27, 2025 December 31, 2024

dollar-denominated commercial paper $ 395.0 $ 650.0

5 unchanged sentences

4.30 % senior unsecured notes due 2046

3,673.0 3,718.8

Ralliant debt:

USD Term Loan due 2026

USD Term Loan due 2028

Total Ralliant debt

Long-term debt, principal amounts

4,823.0 3,718.8

aggregate unamortized debt discounts, premiums, and issuance costs 10.8 11.5

6 unchanged sentences

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.

Under these programs, we may issue unsecured promissory notes with maturities not exceeding 397 and 183

days, respectively.

Proceeds from borrowings under the commercial paper programs are typically available for general corporate purposes, including acquisitions.

Interest expense on commercial paper is paid at maturity and is generally based on our credit ratings at the time of issuance and prevailing short-term interest rates.

The details of our outstanding Commercial Paper Programs as of March 28, 2025 were as follows ($ in millions):

The details of our outstanding Commercial Paper Programs as of June 27, 2025 were as follows ($ in millions):

Carrying value (a)

3 unchanged sentences

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 March 28, 2025, no borrowings were outstanding under the Revolving Credit Facility.

We classified our borrowings outstanding under the Commercial Paper Programs as of March 28, 2025 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.

As of June 27, 2025, no borrowings were outstanding under the Revolving Credit Facility.

We classified our borrowings outstanding under the Commercial Paper Programs as of June 27, 2025 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.

Indebtedness Related to the Ralliant Separation

On May 15, 2025, Ralliant entered into a credit agreement with a syndicate of banks, consisting of a three-year , $ 700 million senior unsecured delayed draw term loan facility (the “ Three-Year Term Loans”), an eighteen-month , $ 600 million senior unsecured delayed draw term loan facility (the “ Eighteen-Month Term Loans” and together with the Three-Year Term Loans, the “Term Loans”), and a five-year $ 750 million unsecured revolving credit facility (the “Ralliant Credit Facility”).

Ralliant may draw on the funds under the Term Loans, in up to two advances, which may be made on or prior to December 31, 2025.

On June 27, 2025, in preparation for the Separation, Ralliant borrowed $ 1.15 billion in aggregate principal amount consisting of a USD Term Loan due 2026 and a USD Term Loan due 2028 (the “Ralliant Debt”).

As of June 27, 2025, Ralliant was a wholly-owned, consolidated subsidiary of the Company, and as a result, the Company’s Consolidated Balance Sheet includes the Ralliant Debt.

No amounts were outstanding under the Ralliant Credit Facility at any time prior to the Separation.

As of June 27, 2025, Ralliant was in compliance with all covenants under the Ralliant Debt and the Ralliant Credit Facility.

The proceeds from the Ralliant Debt were used to fund the $ 1.15 billion cash dividend Ralliant made to Fortive prior to the Distribution Date (the “Ralliant Dividend”).

Use of Ralliant Dividend

On June 4, 2025 and June 17, 2025, respectively, we extended the maturity date of the Yen Term Loan due on June 17, 2025 and the Euro Term Loan due on June 23, 2025 to December 31, 2025.

On July 15, 2025, Fortive used approximately $ 302 million of the Ralliant Dividend to redeem € 252 million of the outstanding principal of the 3.7 % Euro-denominated senior unsecured notes due 2026, and the accrued interest thereon, with € 248 million remaining outstanding following such redemption.

On July 24, 2025 and July 25, 2025, respectively, Fortive used $ 324 million and $ 98 million of the Ralliant Dividend to repay the outstanding principle of the Euro Term Loan and Yen Term Loan, and accrued interest thereon.

Fortive also intends to apply the Ralliant Dividend to repurchase certain of its outstanding common stock pursuant to the special purpose share repurchase program authorized on May 27, 2025.

We derive revenue primarily from the sales of products, including software, and services.

1 unchanged sentence

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.

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 $ 133 million as of March 28, 2025 and $ 118 million as of December 31, 2024.

Contract assets were $ 141 million as of June 27, 2025 and $ 118 million as of December 31, 2024.

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 March 28, 2025 and December 31, 2024, we had $ 64 million and $ 59 million, respectively, in net revenue-related contract costs primarily related to certain software contracts.

As of June 27, 2025 and December 31, 2024, we had $ 69 million and $ 59 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.

4 unchanged sentences

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

March 28, 2025 December 31, 2024

June 27, 2025 December 31, 2024

Deferred revenue - current $ 565.9 $ 553.2

1 unchanged sentence

Total contract liabilities $ 628.3 $ 612.1

During the three-month period ended March 28, 2025, we recognized revenue related to our contract liabilities at December 31, 2024 of $ 189 million.

The change in our contract liabilities from December 31, 2024 to March 28, 2025 was primarily due to the timing of billings and revenue recognized for subscription-based software contracts, PCS and extended warranty services.

During the three and six-month period ended June 27, 2025, we recognized revenue related to our contract liabilities at December 31, 2024 of $ 128 million and $ 317 million, respectively.

The change in our contract liabilities from December 31, 2024 to June 27, 2025 was primarily due to the timing of billings and revenue recognized for subscription-based software contracts, PCS and extended warranty services.

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.

1 unchanged sentence

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

March 28, 2025

June 27, 2025

Intelligent Operating Solutions $ 647.0

5 unchanged sentences

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.

Disaggregation of revenue for the three-month period ended March 28, 2025 is presented as follows ($ in millions):

Disaggregation of revenue for the three-month period ended June 27, 2025 is presented as follows ($ in millions):

Total Intelligent Operating Solutions Precision Technologies Advanced Healthcare Solutions

17 unchanged sentences

Total direct sales 1,435.3 640.4 478.8 316.1

Distributors 83.5 35.3 44.8 3.4

Total $ 1,518.8 $ 675.7 $ 523.6 $ 319.5

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

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 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

United States $ 840.3 $ 380.8 $ 281.0 $ 178.5

China 165.1 53.2 86.6 25.3

547.0 243.0 184.2 119.8

Total $ 1,552.4 $ 677.0 $ 551.8 $ 323.6

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

1 unchanged sentence

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

Disaggregation of revenue for the three-month period ended March 29, 2024 is presented as follows ($ in millions):

Disaggregation of revenue for the six-month period ended June 27, 2025 is presented as follows ($ in millions):

Total Intelligent Operating Solutions Precision Technologies Advanced Healthcare Solutions

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

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.

Our effective tax rate for the three-month period ended March 28, 2025, differs from the U.S.

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 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

United States $ 1,630.2 $ 730.3 $ 555.1 $ 344.8

China 341.4 120.3 169.5 51.6

1,105.3 492.1 386.2 227.0

Total $ 3,076.9 $ 1,342.7 $ 1,110.8 $ 623.4

Direct sales:

Healthcare $ 706.1 $ 22.4 $ 94.7 $ 589.0

Industrial & Manufacturing 680.0 478.2 192.6 9.2

Government 268.4 149.8 100.2 18.4

Utilities & Power 206.0 98.0 108.0 —

Communications, Electronics & Semiconductor 184.9 53.4 131.5 —

Aerospace & Defense 166.8 0.2 166.6 —

Retail & Consumer 157.4 127.2 30.2 —

Oil & Gas 144.8 138.8 6.0 —

Other 364.1 195.9 168.2 —

Total direct sales

2,878.5 1,263.9 998.0 616.6

Distributors 198.4 78.8 112.8 6.8

Total $ 3,076.9 $ 1,342.7 $ 1,110.8 $ 623.4

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

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.

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.

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The 2016 Stock Incentive Plan (the “Stock Plan”), provides for the grant of stock appreciation rights, restricted stock units, and performance stock units (collectively, “Stock Awards”), stock options, or any other stock-based award.

As of March 28, 2025, approximately 11 million shares of our common stock were available for subsequent issuance under the Stock Plan.

As of June 27, 2025, approximately 10 million shares of our common stock were available for subsequent issuance under the Stock Plan.

For a full description of our Stock Plan, refer to Note 14 of our 2024 Annual Report on Form 10-K.

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The following summarizes the components of our stock-based compensation expense under the Stock Plan ($ in millions):

Three Months Ended

March 28, 2025 March 29, 2024

Three Months Ended Six Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Stock Awards:

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Total stock-based compensation expense, net of income taxes $ 23.5 $ 20.1 $ 46.6 $ 45.3

The following summarizes the unrecognized compensation cost for the Stock Awards and stock options as of March 28, 2025.

The following summarizes the unrecognized compensation cost for the Stock Awards and stock options as of June 27, 2025.

This compensation cost is expected to be recognized over a weighted average period of approximately two years , representing the remaining service period related to the awards.

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Total unrecognized compensation cost $ 207.8

Ralliant Separation

Subsequent to quarter-end, in connection with the Separation and in accordance with the employee matters agreement between Fortive and Ralliant, the Company has made certain adjustments to the exercise price and the number of stock-based awards with the intention of preserving the intrinsic value of the awards immediately prior to the Separation.

Stock-based awards of Fortive held by employees who transferred to Ralliant in the Separation were converted into stock-based awards of Ralliant issued under Ralliant’s stock plan.

COMMITMENTS AND CONTINGENCIES

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The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.

During the three-month periods ended March 28, 2025 and March 29, 2024, warranty related activity was immaterial.

During the three and six-month periods ended June 27, 2025 and June 28, 2024, warranty related activity was immaterial.

Operating lease costs for each period are presented as follows ($ in millions):

Three Months Ended

March 28, 2025 March 29, 2024

Three Months Ended Six Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Operating lease costs

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Supplemental balance sheet and cash flow information related to operating leases for each period is presented as follows ($ in millions):

March 28, 2025 December 31, 2024

June 27, 2025 December 31, 2024

Right-of-use (“ROU”) assets (a)

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(b) Operating lease liabilities are recorded in the Consolidated Condensed Balance Sheets within Accrued expenses and other current liabilities, and Other long-term liabilities.

Three Months Ended

March 28, 2025 March 29, 2024

Six Months Ended

June 27, 2025 June 28, 2024

Cash paid for operating leases

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Diluted EPS is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans under the treasury stock method, except where the inclusion of such shares would have an anti-dilutive impact.

Anti-dilutive options excluded from the diluted EPS calculation for the three-month periods ended March 28, 2025 and March 29, 2024 were 1.5 million and 1.2 million, respectively.

Anti-dilutive options excluded from the diluted EPS calculation for the three and six-month periods ended June 27, 2025 were 2.2 million and 1.9 million, respectively, and were 1.3 million and 1.2 million, respectively, for the three and six-month periods ended June 28, 2024.

Information related to the calculation of net earnings per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):

Three Months Ended

March 28, 2025 March 29, 2024

Three Months Ended Six Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Net earnings $ 166.6 $ 195.1 $ 338.5 $ 402.5

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Net earnings per common share - Diluted $ 0.49 $ 0.55 $ 0.99 $ 1.13

Share Repurchase Program

General Share Repurchase Program

On February 17, 2022, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 20 million shares of the Company's outstanding common stock from time to time on the open market or in privately negotiated transactions.

On January 23, 2024, the Company’s Board of Directors increased the number of shares authorized under the share repurchase program by an additional 11 million shares.

As of March 28, 2025, there were 5.5 million shares remaining authorized under the share repurchase program.

On January 23, 2024 and May 27, 2025, the Company’s Board of Directors increased the number of shares authorized under the share repurchase program by an additional 11 million and 15.6 million shares, respectively.

As of June 27, 2025, there were 19.2 million shares remaining authorized under the share repurchase program.

There is no expiration date for the repurchase program, and the timing and amount of repurchases under the program are determined by the Company's management based on market conditions and other factors.

The repurchase program may be suspended or discontinued at any time by the Board of Directors.

During the three-month period ended March 28, 2025, the Company purchased 2.5 million shares of its common stock at an average share price of $ 81.01 .

The Company made no repurchases under the plan during the three-month periods ended March 29, 2024.

During the three and six-month period ended June 27, 2025, the Company purchased 1.9 million and 4.4 million shares of its common stock at an average share price of $ 71.15 and $ 76.76 , respectively.

During the three and six-month periods ended June 28, 2024, the Company purchased 2 million shares of its common stock at an average share price of $ 76.43 .

Our common stock repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.

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The payment of the excise tax is recorded within Repurchase of common shares in the Consolidated Condensed Statement of Cash Flows.

Special Purpose Share Repurchase Program

On May 27, 2025, in connection with the Separation, the Company’s Board of Directors adopted a separate special purpose share repurchase program (the “Special Purpose Share Repurchase Program”) under which Fortive may purchase up to $ 550 million in Fortive’s common stock exclusively from the proceeds of the Ralliant Dividend, together with any other cash received by Fortive from Ralliant in connection with the Separation (collectively, the “Ralliant Cash Proceeds”).

Repurchases of shares of Fortive common stock using the Ralliant Cash Proceeds will only be made through the Special Purpose Share Repurchase Program.

SEGMENT INFORMATION

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Unallocated costs and other costs are not considered part of our evaluation of reportable segment operating performance.

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.

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.

The IOS segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows.

These offerings include professional instrumentation including electrical test & measurement equipment, 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.

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.

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.

Our AHS segment supplies critical workflow solutions enabling healthcare providers to deliver exceptional patient care more efficiently.

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.

The 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.

Segment results for the three-month period ended March 28, 2025 are shown below ($ in millions):

Segment results for the three-month period ended June 27, 2025 are shown below ($ in millions):

Intelligent Operating Solutions

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895.7 443.9 262.3 189.5 —

Operating expenses (a)

( 673.5 ) ( 277.2 ) ( 169.1 ) ( 150.4 ) ( 76.8 )

Operating profit (loss)

222.2 166.7 93.2 39.1 ( 76.8 )

Non-operating income (expense), net

Interest expense, net

( 32.1 ) — — — ( 32.1 )

Other non-operating expense, net

1.9 — — — 1.9

Earnings before income taxes

$ 192.0 $ 166.7 $ 93.2 $ 39.1 $ ( 107.0 )

Depreciation and amortization expenses

$ ( 137.8 ) $ ( 58.4 ) $ ( 28.7 ) $ ( 50.4 ) $ ( 0.3 )

Capital expenditure

$ ( 36.7 ) $ ( 20.1 ) $ ( 11.6 ) $ ( 4.9 ) $ ( 0.1 )

(a) Unallocated Corporate Costs and Other included $ 41 million of Separation-related costs.

Refer to Note 2 for further detail.

Segment results for the three-month period ended June 28, 2024 are shown below ($ in millions):

Intelligent Operating Solutions

Precision Technologies

Advanced Healthcare Solutions

Unallocated Corporate Costs and Other

$ 1,552.4 $ 677.0 $ 551.8 $ 323.6 $ —

Cost of sales

( 624.1 ) ( 221.7 ) ( 266.3 ) ( 136.1 ) —

928.3 455.3 285.5 187.5 —

Operating expenses

5 unchanged sentences

( 38.7 ) — — — ( 38.7 )

Loss from divestiture (a)

( 25.6 ) — — — ( 25.6 )

Other non-operating expense, net

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$ ( 29.2 ) $ ( 14.9 ) $ ( 9.6 ) $ ( 3.1 ) $ ( 1.6 )

Segment results for the three-month period ended March 29, 2024 are shown below ($ in millions):

(a) Refer to Note 1 for further detail on Loss from divestiture.

Segment results for the six-month period ended June 27, 2025 are shown below ($ in millions):

Intelligent Operating Solutions

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1,776.6 892.1 516.9 367.6 —

Operating expenses (a)

( 1,320.8 ) ( 551.7 ) ( 336.4 ) ( 302.2 ) ( 130.5 )

Operating profit (loss)

455.8 340.4 180.5 65.4 ( 130.5 )

Non-operating income (expense), net

Interest expense, net

( 64.1 ) — — — ( 64.1 )

Other non-operating expense, net

1.7 — — — 1.7

Earnings before income taxes

$ 393.4 $ 340.4 $ 180.5 $ 65.4 $ ( 192.9 )

Depreciation and amortization expenses

$ ( 272.7 ) $ ( 116.3 ) $ ( 55.9 ) $ ( 99.9 ) $ ( 0.6 )

Capital expenditure

$ ( 63.4 ) $ ( 37.0 ) $ ( 17.2 ) $ ( 8.9 ) $ ( 0.3 )

(a) Unallocated Corporate Costs and Other included $ 64 million of Separation-related costs.

Refer to Note 2 for further detail.

Segment results for the six-month period ended June 28, 2024 are shown below ($ in millions):

Intelligent Operating Solutions

Precision Technologies

Advanced Healthcare Solutions

Unallocated Corporate Costs and Other

$ 3,076.9 $ 1,342.7 $ 1,110.8 $ 623.4 $ —

Cost of sales

( 1,244.4 ) ( 444.1 ) ( 539.0 ) ( 261.3 ) —

1,832.5 898.6 571.8 362.1 —

Operating expenses

7 unchanged sentences

( 82.7 ) — — — ( 82.7 )

Loss from divestiture (a)

( 25.6 ) — — — ( 25.6 )

Other non-operating expense, net

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$ ( 55.6 ) $ ( 33.6 ) $ ( 13.7 ) $ ( 5.8 ) $ ( 2.5 )

(a) Refer to Note 1 for further detail on Gain on sale of property.

(a) Refer to Note 1 for further detail on Gain on sale of property and Loss from divestiture.

Segment Assets:

($ in millions) March 28, 2025 December 31, 2024

($ in millions) June 27, 2025 December 31, 2024

Intelligent Operating Solutions $ 6,343.2 $ 6,320.1

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements