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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-Q
________________________________________________ | | | | | |
| (Mark One) | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: April 3, 2026 | | | | | |
| Or |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 1-37654
________________________________________________
Fortive Corporation
(Exact name of registrant as specified in its charter)
________________________________________________
| | | | | | | | |
| Delaware | | 47-5654583 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification number) |
| | | | | | | | | | | |
| 6920 Seaway Blvd | | |
| Everett, | WA | | 98203 |
| | | |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (425) 446-5000
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading symbol | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | FTV | New York Stock Exchange |
3.700% Notes due 2029 | FTV29 | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☒ | | | | Accelerated filer | ☐ |
| | | | | | |
| Non-accelerated filer | ☐ | | | | Smaller reporting company | ☐ |
| | | | | | |
| | | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock outstanding at April 24, 2026 was 304,861,021.
FORTIVE CORPORATION
INDEX
FORM 10-Q
| | | | | | | | |
| PART I - | FINANCIAL INFORMATION | Page |
| Item 1. | | |
| | |
| | |
| | |
| | |
| | |
| | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| PART II - | OTHER INFORMATION | |
| Item 1A. | | |
| Item 2. | | |
| Item 5. | | |
| Item 6. | | |
| | |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
($ and shares in millions, except per share amounts)
| | | | | | | | | | | |
| | As of |
| | April 3, 2026 | | December 31, 2025 |
| | | |
| ASSETS | (unaudited) | | |
| Current assets: | | | |
| Cash and equivalents | $ | 356.1 | | | $ | 375.5 | |
Accounts receivable less allowance for doubtful accounts of $18.4 and $18.8, respectively | 647.0 | | | 683.6 | |
| Inventories: | | | |
| Finished goods | 175.0 | | | 169.9 | |
| Work in process | 13.9 | | | 12.3 | |
| Raw materials | 116.6 | | | 109.6 | |
| Inventories | 305.5 | | | 291.8 | |
Prepaid expenses and other current assets | 233.8 | | | 234.0 | |
| Current assets, discontinued operations | 4.8 | | | 20.8 | |
| Total current assets | 1,547.2 | | | 1,605.7 | |
| | | |
Property, plant and equipment, net of accumulated depreciation of $447.0 and $430.2, respectively | 276.3 | | | 269.8 | |
| Other assets | 378.6 | | | 375.5 | |
| Goodwill | 7,288.5 | | | 7,298.3 | |
| Other intangible assets, net | 2,093.5 | | | 2,188.4 | |
| | | |
| Total assets | $ | 11,584.1 | | | $ | 11,737.7 | |
| | | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | |
| Current portion of long-term debt | $ | 899.8 | | | $ | 899.5 | |
| Trade accounts payable | 415.9 | | | 436.4 | |
| Accrued expenses and other current liabilities | 869.6 | | | 910.7 | |
| | | |
| Total current liabilities | 2,185.3 | | | 2,246.6 | |
| | | |
| Other long-term liabilities | 718.1 | | | 723.5 | |
| Long-term debt | 2,589.3 | | | 2,306.5 | |
| | | |
| | | |
| | | |
| Equity: | | | |
Common stock: $0.01 par value, 2,000 shares authorized; 371.3 and 366.6 issued; 305.6 and 313.4 outstanding, respectively | 3.7 | | | 3.7 | |
| Additional paid-in capital | 4,225.7 | | | 4,210.0 | |
| Treasury shares, at cost | (3,734.3) | | | (3,229.8) | |
| Retained earnings | 5,546.5 | | | 5,428.5 | |
Accumulated other comprehensive income | 41.5 | | | 41.0 | |
| Total Fortive stockholders’ equity | 6,083.1 | | | 6,453.4 | |
| Noncontrolling interests | 8.3 | | | 7.7 | |
| Total stockholders’ equity | 6,091.4 | | | 6,461.1 | |
| Total liabilities and equity | $ | 11,584.1 | | | $ | 11,737.7 | |
See the accompanying Notes to Consolidated Condensed Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
($ and shares in millions, except per share amounts)
(unaudited)
| | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | April 3, 2026 | | March 28, 2025 |
Sales: | | | | | | | |
Products and software | | | | | $ | 860.8 | | | $ | 804.7 | |
Services | | | | | 208.6 | | | 188.4 | |
| Total sales | | | | | 1,069.4 | | | 993.1 | |
| | | | | | | |
Cost of Sales: | | | | | | | |
Products and software | | | | | (281.1) | | | (262.6) | |
Services | | | | | (112.8) | | | (93.0) | |
| Total cost of sales | | | | | (393.9) | | | (355.6) | |
| | | | | | | |
| Gross profit | | | | | 675.5 | | | 637.5 | |
| Operating costs: | | | | | | | |
Selling, general and administrative | | | | | (417.3) | | | (408.2) | |
Research and development | | | | | (66.5) | | | (64.0) | |
| | | | | | | |
| Operating profit | | | | | 191.7 | | | 165.3 | |
| Non-operating income (expense), net: | | | | | | | |
| Interest expense, net | | | | | (31.6) | | | (32.0) | |
| | | | | | | |
Other non-operating income, net | | | | | 3.5 | | | 0.4 | |
Earnings from continuing operations before income taxes | | | | | 163.6 | | | 133.7 | |
| Income taxes | | | | | (27.2) | | | (21.1) | |
| Net earnings from continuing operations | | | | | 136.4 | | | 112.6 | |
Net earnings from discontinued operations | | | | | — | | | 59.3 | |
Net earnings | | | | | $ | 136.4 | | | $ | 171.9 | |
| | | | | | | |
Net earnings per common share from continuing operations: | | | | | | | |
Basic | | | | | $ | 0.44 | | | $ | 0.33 | |
Diluted | | | | | $ | 0.44 | | | $ | 0.33 | |
Net earnings per common share from discontinued operations: | | | | | | | |
| Basic | | | | | $ | — | | | $ | 0.17 | |
| Diluted | | | | | $ | — | | | $ | 0.17 | |
| Net earnings per share: | | | | | | | |
| Basic | | | | | $ | 0.44 | | | $ | 0.50 | |
| Diluted | | | | | $ | 0.44 | | | $ | 0.50 | |
| Average common stock and common equivalent shares outstanding: | | | | | | | |
| Basic | | | | | 309.6 | | | 341.1 | |
| Diluted | | | | | 312.8 | | | 344.6 | |
| | | | | | | |
|
See the accompanying Notes to Consolidated Condensed Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
($ in millions)
(unaudited)
| | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| April 3, 2026 | | March 28, 2025 | | | | |
| Net earnings | $ | 136.4 | | | $ | 171.9 | | | | | |
Other comprehensive income (loss), net of income taxes: | | | | | | | |
| Foreign currency translation adjustments | (2.2) | | | 70.1 | | | | | |
Pension and post-retirement plan benefit adjustments | (0.1) | | | — | | | | | |
Hedge adjustments | 2.7 | | | — | | | | | |
Total other comprehensive income, net of income taxes | 0.4 | | | 70.1 | | | | | |
Comprehensive income | $ | 136.8 | | | $ | 242.0 | | | | | |
See the accompanying Notes to Consolidated Condensed Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY
($ and shares in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Shares | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Noncontrolling Interests |
| Shares Outstanding | | Amount |
| Balance, December 31, 2025 | 313.4 | | | $ | 3.7 | | | $ | 4,210.0 | | | $ | (3,229.8) | | | $ | 5,428.5 | | | $ | 41.1 | | | $ | 7.7 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net earnings for the period | — | | | — | | | — | | | — | | | 136.4 | | | — | | | — | |
| Common stock repurchases | (8.9) | | | — | | | — | | | (504.5) | | | — | | | — | | | — | |
Dividends to common stockholders | — | | | — | | | — | | | — | | | (18.4) | | | — | | | — | |
Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | 0.4 | | | — | |
Stock based compensation | 1.6 | | | — | | | 40.2 | | | — | | | — | | | — | | | — | |
| Shares withheld for taxes | (0.5) | | | — | | | (24.5) | | | — | | | — | | | — | | | — | |
| Change in noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | 0.6 | |
| Balance, April 3, 2026 | 305.6 | | | $ | 3.7 | | | $ | 4,225.7 | | | $ | (3,734.3) | | | $ | 5,546.5 | | | $ | 41.5 | | | $ | 8.3 | |
| | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Shares | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Noncontrolling Interests |
| Shares Outstanding | | Amount |
| Balance, December 31, 2024 | 341.2 | | | $ | 3.7 | | | $ | 4,035.0 | | | $ | (1,612.3) | | | $ | 8,227.6 | | | $ | (465.4) | | | $ | 7.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net earnings for the period | — | | | — | | | — | | | — | | | 171.9 | | | — | | | — | |
| Common stock repurchases | (2.5) | | | — | | | — | | | (203.6) | | | — | | | — | | | — | |
Dividends to common stockholders | — | | | — | | | — | | | — | | | (27.2) | | | — | | | — | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | 70.1 | | | — | |
Stock based compensation | 1.5 | | | — | | | 64.4 | | | — | | | — | | | — | | | — | |
| Shares withheld for taxes | (0.3) | | | — | | | (27.8) | | | — | | | — | | | — | | | — | |
Change in noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | (0.1) | |
| Balance, March 28, 2025 | 339.9 | | | $ | 3.7 | | | $ | 4,071.6 | | | $ | (1,815.9) | | | $ | 8,372.3 | | | $ | (395.3) | | | $ | 6.9 | |
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See the accompanying Notes to Consolidated Condensed Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($ in millions)
(unaudited) | | | | | | | | | | | |
| | Three Months Ended |
| | April 3, 2026 | | March 28, 2025 |
| Cash flows from operating activities: | | | |
Net earnings | $ | 136.4 | | | $ | 171.9 | |
Less: net earnings from discontinued operations | — | | | (59.3) | |
Net earnings from continuing operations | 136.4 | | | 112.6 | |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | | | |
| Amortization | 93.2 | | | 91.2 | |
| Depreciation | 20.4 | | | 16.8 | |
| Stock-based compensation | 21.3 | | | 23.4 | |
| | | |
| | | |
| | | |
| Change in certain assets and liabilities: | | | |
Change in accounts receivable, net | 34.8 | | | 25.9 | |
| Change in inventories | (14.8) | | | (12.7) | |
| Change in trade accounts payable | (19.8) | | | 5.2 | |
| Change in prepaid expenses and other assets | (4.4) | | | (15.4) | |
| Change in accrued expenses and other liabilities | (46.7) | | | (55.2) | |
| Total operating cash provided by continuing operations | 220.4 | | | 191.8 | |
| Total operating cash provided by discontinued operations | 14.4 | | | 49.9 | |
| Net cash provided by operating activities | 234.8 | | | 241.7 | |
| | | |
| Cash flows from investing activities: | | | |
| Purchases of property, plant and equipment | (26.6) | | | (21.1) | |
| | | |
| | | |
| | | |
| All other investing activities | (0.1) | | | (1.0) | |
| Total investing cash used in continuing operations | (26.7) | | | (22.1) | |
| Total investing cash used in discontinued operations | — | | | (4.1) | |
| Net cash used in investing activities | (26.7) | | | (26.2) | |
| | | |
| Cash flows from financing activities: | | | |
Net proceeds from commercial paper borrowings | 591.7 | | | 80.7 | |
| Repurchase of common shares | (500.2) | | | (202.6) | |
| Payment of dividends | (18.4) | | | (27.2) | |
| | | |
| Repayment of borrowings (maturities greater than 90 days) | (292.9) | | | — | |
| | | |
| All other financing activities | (8.7) | | | 8.1 | |
Total financing cash used in continuing operations | (228.5) | | | (141.0) | |
| Total financing cash used in discontinued operations | — | | | — | |
Net cash used in financing activities | (228.5) | | | (141.0) | |
| | | |
| Effect of exchange rate changes on cash and equivalents | 1.0 | | | 4.3 | |
| Net change in cash and equivalents | (19.4) | | | 78.8 | |
| Beginning balance of cash and equivalents | 375.5 | | | 813.3 | |
| Ending balance of cash and equivalents | $ | 356.1 | | | $ | 892.1 | |
See the accompanying Notes to Consolidated Condensed Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1. BUSINESS OVERVIEW
Fortive Corporation (“Fortive,” “the Company,” “we,” “us,” or “our”) innovates essential technologies to keep our world safe and productive. Our strategic segments - Intelligent Operating Solutions (“IOS”) and Advanced Healthcare Solutions (“AHS”) - include iconic inventor brands with leading positions in their markets. Our businesses design, develop, manufacture, and market products, software, and services, building upon leading brand names, innovative technologies, and strong market positions. Our research and development, manufacturing, sales, distribution, service, and administrative facilities are located in approximately 50 countries around the world.
We prepared the unaudited consolidated condensed financial statements included herein in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations; however, we believe the disclosures are adequate to make the information presented not misleading. The unaudited consolidated condensed financial statements included herein should be read in conjunction with the audited annual consolidated financial statements as of and for the year ended December 31, 2025 and the footnotes (“Notes”) thereto included within our 2025 Annual Report on Form 10-K. Certain of our operations have been presented as discontinued operations. We present businesses whose disposal represents a strategic shift that has, or will have, a major effect on our operations and financial results as discontinued operations when the components meet the criteria for held for sale, are sold, or spun-off.
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 April 3, 2026, are not necessarily indicative of the results for the full year.
Segment Presentation
We operate and report our results in two segments, Intelligent Operating Solutions and Advanced Healthcare Solutions, each of which is further described below.
The IOS segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows. These offerings include professional instruments used in applications including maintenance, repair, measurement and condition monitoring, 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 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.
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. The accounting requirements for reporting Ralliant as a discontinued operation were met when the Separation was completed. Accordingly, the accompanying consolidated condensed financial statements for all periods presented reflect this business as a discontinued operation. Unless otherwise indicated, all amounts in this quarterly report refer to continuing operations. Refer to Note 2 for additional information.
Accumulated Other Comprehensive Loss
We designate the 3.7% Euro-denominated senior unsecured notes due 2029 as a net investment hedge on our investment in applicable foreign operations. As such, the after-tax foreign currency transaction gains and losses on the debt were 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 recognized after-tax foreign currency transaction gains of $12.1 million and losses of $57.0 million during the three-month periods ended April 3, 2026 and March 28, 2025, respectively, on the debt that was deferred in the foreign currency translation component of AOCI as an offset to the foreign currency translation adjustments on our investments in foreign subsidiaries. We recorded no ineffectiveness from our net investment hedges during the three-month periods ended April 3, 2026 and March 28, 2025. During the three-month periods ended April 3, 2026 and March 28, 2025, the foreign currency transaction impacts associated with Euro-denominated notes not designated as a net investment hedge were immaterial.
The changes in AOCI by component are summarized below ($ in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments | | Pension & post-retirement plan benefit adjustments (a) | | Hedge adjustments(d) | | Total |
| For the Three Months Ended April 3, 2026: | | | | | | | |
| Balance, December 31, 2025 | $ | 58.8 | | | $ | (17.7) | | | $ | — | | | $ | 41.1 | |
| | | | | | | |
| | | | | | | |
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| Other comprehensive income (loss) before reclassifications, net of income taxes | (2.2) | | | — | | | 2.7 | | | 0.5 | |
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| | | | | | | |
Amounts reclassified from AOCI into income, net of income taxes | — | | | (0.1) | | (b) | — | | | (0.1) | |
| Net current period other comprehensive income (loss), net of income taxes | (2.2) | | | (0.1) | | | 2.7 | | | 0.4 | |
| | | | | | | |
| Balance, April 3, 2026 | $ | 56.6 | | | $ | (17.8) | | | $ | 2.7 | | | $ | 41.5 | |
| | | | | | | |
| For the Three Months Ended March 28, 2025: | | | | | | | |
| Balance, December 31, 2024 | $ | (431.4) | | | $ | (34.0) | | | $ | — | | | $ | (465.4) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Other comprehensive income (loss) before reclassifications, net of income taxes | 70.1 | | | — | | | — | | | 70.1 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Amounts reclassified from AOCI into income, net of income taxes | — | | | — | | (c) | — | | | — | |
Net current period other comprehensive income, net of income taxes | 70.1 | | | — | | | — | | | 70.1 | |
| | | | | | | |
| Balance, March 28, 2025 | $ | (361.3) | | | $ | (34.0) | | | $ | — | | | $ | (395.3) | |
|
(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 9 in our 2025 Annual Report on Form 10-K for additional details). |
|
(c) Amount was rounded to zero. |
(d) Related to our treasury lock contracts, refer to Note 3 for additional information. |
|
Restructuring
In the fourth quarter of 2024, we initiated a discrete restructuring plan that is expected to be completed by the second half of 2026. The nature of the plan is related to the Separation and consisted primarily of targeted workforce reductions to realign cost structures. During the three months ended April 3, 2026 and March 28, 2025, we incurred charges of $6.3 million and $3.5 million, respectively. These charges are recorded within Cost of sales and Selling, general, and administrative expenses in the Consolidated Statements of Earnings. The accrued restructuring costs as of April 3, 2026 and December 31, 2025 were approximately $11 million and $13 million, respectively, and are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which amends the disclosure requirements related to certain costs and expenses on an interim and annual basis. This standard is effective for fiscal year ending December 31, 2027, and interim periods within fiscal year ending December 31, 2028, and can be applied either on a prospective or retrospective basis. The adoption of the standard will not impact our consolidated financial statements. Upon adoption, we will update the applicable interim and annual disclosures to align with the new standard.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) — Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the software cost capitalization guidance by removing the previous “development stage” model and introducing a more judgment-based approach. This standard is effective for fiscal year ending December 31, 2028, and interim periods within 2028, with early adoption permitted, and could be applied using a prospective, retrospective or modified transition approach. We are currently in the process of evaluating the effects of this standard on our consolidated financial statements.
Recently Adopted Accounting Standard
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) — Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contracts assets. The practical expedient allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when measuring credit losses. On January 1, 2026, we adopted this standard on a prospective basis; the impact on our consolidated financial statements was immaterial.
NOTE 2. DISCONTINUED OPERATIONS
In connection with the Separation, the Company incurred $22.6 million in Separation-related costs during the three months ended March 28, 2025, which were recorded within net earnings (loss) from discontinued operations in the Consolidated Condensed Statements of Earnings. 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.
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 amounts paid and received by Fortive for transition services provided under the above agreements as well as sales and purchases to and from Ralliant were not material to the Company’s results of operations during the three months ended April 3, 2026.
The assets from discontinued operations were $4.8 million as of April 3, 2026, which consisted of receivables from Ralliant related to the tax matters agreement, and $20.8 million as of December 31, 2025, which consisted of receivables from Ralliant related to the tax matters agreement and pass through arrangements. During the three months ended April 3, 2026, we received $17.4 million of net cash payments from Ralliant as reimbursement for pass through costs paid on Ralliant’s behalf. This activity is recorded within operating cash provided by discontinued operations in the Consolidated Condensed Statement of Cash Flows.
The key components of income from discontinued operations were as follows ($ in millions):
| | | | | | | | | | | |
| | | Three Months Ended | | |
| | | | March 28, 2025 | | | | |
| Sales | | | $ | 481.1 | | | | | |
| Cost of sales | | | (237.7) | | | | | |
| Selling, general and administrative expenses | | | (134.0) | | | | | |
| Research and development expenses | | | (41.1) | | | | | |
| | | | | | | |
| | | | | | | |
| Other expenses | | | (0.5) | | | | | |
Earnings (loss) from discontinued operations before income taxes | | | 67.8 | | | | | |
| Income taxes | | | (8.5) | | | | | |
| Net earnings from discontinued operations | | | $ | 59.3 | | | | | |
NOTE 3. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value for assets and liabilities required to be carried at fair value, and provide for certain disclosures related to the valuation methods used within the valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows:
•Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation.
•Level 3 inputs are unobservable inputs based on our assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Below is a summary of financial assets and liabilities that are measured at fair value on a recurring basis ($ in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Quoted Prices in Active Market (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
| April 3, 2026 | | | | | | | |
Treasury rate lock assets | $ | — | | | $ | 3.5 | | | $ | — | | | $ | 3.5 | |
| Deferred compensation liabilities | — | | | 35.2 | | | — | | | 35.2 | |
| December 31, 2025 | | | | | | | |
| Deferred compensation liabilities | — | | | 39.1 | | | — | | | 39.1 | |
Certain management employees participate in our nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. All amounts deferred under such plans are unfunded, unsecured obligations and are recorded as a component of our compensation and other post-retirement benefits accruals within Other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within our defined contribution plans for the benefit of U.S. employees (“401(k) Programs”) (except that the earnings rates for amounts contributed unilaterally by the Company are entirely based on changes in the value of Fortive common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts and are recorded within Selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings.
In March 2026, the Company entered into a Treasury rate lock contract with a notional amount of $125 million, which was designated and qualified as a cash flow hedge to reduce a portion of the risk of interest rate fluctuations for an anticipated future debt issuance. The Company assessed the effectiveness of the hedging contract at inception and on a quarterly basis thereafter. The fair value of the hedge is recorded within Prepaid expenses and other current assets on the Consolidated Condensed Balance Sheet. The changes in fair value of the Treasury rate lock contract was recorded as Other comprehensive income in the Consolidated Condensed Statements of Comprehensive Income. As of April 3, 2026, the Treasury rate lock contract was valued using reference rates from market-based data derived from publicly observable data and non-public subscription-based data.
Non-recurring Fair Value Measurements
Certain non-financial assets and financial assets that are not required to be measured at fair value on a recurring basis are reported at their carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate that their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets. We evaluated events or circumstances that may indicate the carrying value of our non-financial assets may not be fully recoverable during the three months ended April 3, 2026, and recorded no impairments.
Fair Value of Financial Instruments
The carrying amount and fair value of financial instruments are as follows ($ in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| April 3, 2026 | | December 31, 2025 |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| Current portion of long-term debt | $ | 899.8 | | | $ | 897.9 | | | $ | 899.5 | | | $ | 895.7 | |
Long-term debt, net of current maturities | 2,589.3 | | | 2,493.8 | | | 2,306.5 | | | 2,239.2 | |
As of April 3, 2026 and December 31, 2025, the current portion of long-term debt and long-term debt, net of current maturities were categorized as Level 1.
The fair value of the long-term borrowings were based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings may be attributable to changes in market interest rates and/or our credit ratings subsequent to the borrowing. The fair value of cash and equivalents, trade accounts receivable, net, trade accounts payable, and commercial paper approximates their carrying amount due to the short-term maturities of these instruments.
NOTE 4. FINANCING
The components of our debt were as follows ($ in millions): | | | | | | | | | | | | |
| April 3, 2026 | | December 31, 2025 | |
Commercial paper programs | $ | 1,241.1 | | | $ | 650.0 | | |
3.15% senior unsecured notes due 2026 | 900.0 | | | 900.0 | | |
3.7% Euro-denominated senior unsecured notes due 2029 | 806.3 | | | 822.2 | | |
4.30% senior unsecured notes due 2046 | 550.0 | | | 550.0 | | |
3.7% Euro-denominated senior unsecured notes due 2026 | — | | | 291.3 | | |
| | | | |
| | | | |
Long-term debt, principal amounts | 3,497.4 | | | 3,213.5 | | |
| Less: aggregate unamortized debt discounts, premiums, and issuance costs | 8.3 | | | 7.5 | | |
| Long-term debt, carrying value | 3,489.1 | | | 3,206.0 | | |
| Less: current portion of long-term debt, carrying value | 899.8 | | | 899.5 | | |
| Long-term debt, net of current maturities | $ | 2,589.3 | | | $ | 2,306.5 | | |
Refer to Note 8 of our 2025 Annual Report on Form 10-K for further details of our debt financing.
Commercial Paper Programs
We generally satisfy any short-term liquidity needs that are not met through operating cash flows and available cash primarily through issuances of commercial paper under our U.S. dollar and Euro-denominated commercial paper programs (“Commercial Paper Programs”). Under these programs, we may issue unsecured promissory notes with maturities not exceeding 397 days and 183 days, respectively. Proceeds from borrowings under the Commercial Paper Programs are typically available for general corporate purposes, including acquisitions.
Interest expense on commercial paper is paid at maturity and is generally based on our credit ratings at the time of issuance and prevailing short-term interest rates.
Credit support for the Commercial Paper Programs is provided by a five-year $2.0 billion senior unsecured revolving credit facility that expires on March 17, 2031 (the “Revolving Credit Facility”) which, to the extent not otherwise providing credit support for our Commercial Paper Programs, can also be used for working capital and other general corporate purposes. As of April 3, 2026, no borrowings were outstanding under the Revolving Credit Facility. Refer to the section below for further discussion on the Revolving Credit Facility.
The details of our outstanding Commercial Paper Programs as of April 3, 2026 were as follows ($ in millions):
| | | | | | | | | | | | | | | | | |
| Carrying value (a) | | Annual effective rate | | Weighted average maturity (in days) |
| U.S. dollar-denominated commercial paper | $ | 1,166.2 | | | 4.07 | % | | 18 |
Euro-denominated commercial paper | 72.5 | | | 2.37 | % | | 19 |
| (a) Net of unamortized debt discount. |
We classified our borrowings outstanding under the Commercial Paper Programs as of April 3, 2026 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.
During the first quarter, Fortive repaid the $292.9 million of outstanding principal of the 3.7% Euro-denominated senior unsecured notes due 2026, and the accrued interest thereon, primarily using proceeds from the Commercial Paper Programs.
Revolving Credit Facility
On March 17, 2026, we entered into a third amended and restated credit agreement (the “Amended and Restated Credit Agreement”) which extended the availability period of the Revolving Credit Facility to March 17, 2031, with two one-year extension options at our request and with the consent of the lenders. The Amended and Restated Credit Agreement also contains an option permitting us to request an aggregate additional $1.0 billion as a revolving credit facility (or increase thereof), term loan facility, or combination thereof.
We are obligated to pay an annual facility fee for the Revolving Credit Facility of between 6 and 15 basis points varying according to our long-term debt credit rating. Borrowings under the Revolving Credit Facility in U.S. Dollars bear interest at a rate equal, at our option, to either (1) Term Secured Overnight Financing Rate (“Term SOFR”), plus a margin of between 69 and 110 basis points, depending on our long-term debt credit rating or (2) Base Rate (which is the highest of (a) the Federal funds rate plus 50 basis points, (b) the prime rate, (c) Term SOFR plus 100 basis points and (d) 1.0%), plus a margin between zero and 10 basis points depending on our long-term debt credit rating.
The Amended and Restated Credit Agreement requires us to maintain a defined consolidated net leverage ratio of no greater than 3.75 to 1.00. The maximum consolidated net leverage ratio will be increased to 4.25 to 1.00 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by us in which the purchase price exceeds $250 million.
As of April 3, 2026, we were in compliance with all covenants under the Amended and Restated Credit Agreement.
NOTE 5. SALES
We derive revenue primarily from the sales of products, including software, and services. Revenue is recognized when control of promised products or services is transferred to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products, software, or services.
Product sales include revenue from the sale of products and equipment, which includes our software and software as a service (“SaaS”) product offerings and equipment rentals. Service sales include revenues from extended warranties, post-contract customer support (“PCS”), maintenance contracts or services, contract labor to perform ongoing service at a customer location, services related to previously sold products, and software implementation services.
Contract Assets — In certain circumstances, we record contract assets which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not only subject to the passage of time. Contract assets were $149 million as of April 3, 2026 and $151 million as of December 31, 2025. Contract assets are primarily recorded within Prepaid expenses and other current assets and Other 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 April 3, 2026 and December 31, 2025, we had $76 million and $75 million, respectively, in net revenue-related contract cost assets primarily related to certain software contracts. Revenue-related contract costs are recorded within Other assets in our Consolidated Condensed Balance Sheets. These assets are amortized over the period of benefit, which is typically between three and five years. For incremental costs to obtain contracts with a duration of one year or less, we apply the practical expedient to expense such costs as incurred.
Contract Liabilities — Our contract liabilities consist of deferred revenue generally related to subscription-based software contracts, PCS and extended warranty sales, where we generally receive up-front payment and recognize revenue over the service or support term. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. The current portion of deferred revenue is recorded within Accrued expenses and other current liabilities and the noncurrent portion of deferred revenue is recorded within Other long-term liabilities in our Consolidated Condensed Balance Sheets.
Our contract liabilities consisted of the following ($ in millions):
| | | | | | | | | | | |
| April 3, 2026 | | December 31, 2025 |
| Deferred revenue - current | $ | 448.0 | | | $ | 440.3 | |
| Deferred revenue - noncurrent | 24.4 | | | 24.1 | |
| Total contract liabilities | $ | 472.4 | | | $ | 464.4 | |
During the three months ended April 3, 2026, we recognized $171 million of revenue related to our contract liabilities at December 31, 2025. The change in our contract liabilities from December 31, 2025 to April 3, 2026 was primarily due to the timing of billings and recognition of revenue for subscription-based software contracts, PCS, and extended warranty services.
Remaining Performance Obligations — Our remaining performance obligations represent the transaction price of firm, non-cancelable orders and the average contract value for software contracts, for which work has not been performed. We have excluded performance obligations with an original expected duration of one year or less from the amounts below.
The aggregate remaining performance obligations attributable to each of our segments is as follows ($ in millions):
| | | | | |
| April 3, 2026 |
| Intelligent Operating Solutions | $ | 727.0 | |
| Advanced Healthcare Solutions | 112.9 | |
| Total remaining performance obligations | $ | 839.9 | |
The majority of remaining performance obligations are related to subscription-based software contracts, and service and support contracts, which we expect to fulfill approximately 75 percent within the next two years, approximately 90 percent within the next three years, and substantially all within four years.
Disaggregation of Revenue
We disaggregate revenue from contracts with customers by sales of products and software and services, geographic location, and end market for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Disaggregation of revenue for the three months ended April 3, 2026 and March 28, 2025 is presented as follows ($ in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Intelligent Operating Solutions | | Advanced Healthcare Solutions |
| April 3, 2026 | March 28, 2025 | | April 3, 2026 | March 28, 2025 | | April 3, 2026 | March 28, 2025 |
| Sales: | | | | | | | | |
Products and software | $ | 860.8 | | $ | 804.7 | | | $ | 605.9 | | $ | 568.9 | | | $ | 254.9 | | $ | 235.8 | |
Services | 208.6 | | 188.4 | | | 137.3 | | 122.0 | | | 71.3 | | 66.4 | |
| Total | $ | 1,069.4 | | $ | 993.1 | | | $ | 743.2 | | $ | 690.9 | | | $ | 326.2 | | $ | 302.2 | |
| | | | | | | | |
| Geographic: | | | | | | | | |
North America (a) | $ | 634.5 | | $ | 595.1 | | | $ | 440.6 | | $ | 415.0 | | | $ | 193.9 | | $ | 180.1 | |
Asia-Pacific | 194.7 | | 185.2 | | | 127.4 | | 119.5 | | | 67.3 | | 65.7 | |
Europe, Middle East, and Africa | 191.8 | | 167.3 | | | 150.0 | | 130.5 | | | 41.8 | | 36.8 | |
Latin America | 48.4 | | 45.5 | | | 25.2 | | 25.9 | | | 23.2 | | 19.6 | |
| Total | $ | 1,069.4 | | $ | 993.1 | | | $ | 743.2 | | $ | 690.9 | | | $ | 326.2 | | $ | 302.2 | |
| | | | | | | | |
End markets: | | | | | | | | |
| Healthcare | $ | 320.7 | | $ | 296.3 | | | $ | 12.2 | | $ | 10.7 | | | $ | 308.5 | | $ | 285.6 | |
| Industrial & Manufacturing | 314.2 | | 298.4 | | | 309.6 | | 293.9 | | | 4.6 | | 4.5 | |
| Energy & Infrastructure | 178.7 | | 165.6 | | | 178.7 | | 165.6 | | | — | | — | |
| Government | 84.0 | | 82.4 | | | 74.6 | | 73.6 | | | 9.4 | | 8.8 | |
| Retail | 87.7 | | 71.8 | | | 87.7 | | 71.8 | | | — | | — | |
| Other | 84.1 | | 78.6 | | | 80.4 | | 75.3 | | | 3.7 | | 3.3 | |
| Total | $ | 1,069.4 | | $ | 993.1 | | | $ | 743.2 | | $ | 690.9 | | | $ | 326.2 | | $ | 302.2 | |
| | | | | | | | |
(a) North America is comprised of the United States and Canada. Sales attributed to the United States were 55% and 56% of total Fortive sales for the three months ended April 3, 2026 and March 28, 2025, respectively. |
NOTE 6. INCOME TAXES
Our effective tax rate for the three months ended April 3, 2026 was 16.6%, as compared to 15.8% for the three months ended March 28, 2025. The increase in the effective tax rate for the three months ended April 3, 2026 as compared to the three months ended March 28, 2025 was primarily related to the mix of earnings between jurisdictions and the impact of discrete items.
Our effective tax rate for the three months ended April 3, 2026, 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.
NOTE 7. STOCK-BASED COMPENSATION
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 April 3, 2026, approximately 11 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 13 of our 2025 Annual Report on Form 10-K.
Stock-based compensation has been recognized as a component of Selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings based on the portion of the awards that are ultimately expected to vest.
The following summarizes the components of our stock-based compensation expense under the Stock Plan ($ in millions):
| | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | April 3, 2026 | | March 28, 2025 | | | | |
| Stock Awards: | | | | | | | |
| Pretax compensation expense | $ | 18.6 | | | $ | 17.9 | | | | | |
| Income tax benefit | (3.1) | | | (3.0) | | | | | |
| Stock Award expense, net of income taxes | 15.5 | | | 14.9 | | | | | |
| Stock options: | | | | | | | |
| Pretax compensation expense | 2.7 | | | 5.5 | | | | | |
| Income tax benefit | (0.3) | | | (0.9) | | | | | |
| Stock option expense, net of income taxes | 2.4 | | | 4.6 | | | | | |
| Total stock-based compensation: | | | | | | | |
| Pretax compensation expense | 21.3 | | | 23.4 | | | | | |
| Income tax benefit | (3.4) | | | (3.9) | | | | | |
| Total stock-based compensation expense, net of income taxes | $ | 17.9 | | | $ | 19.5 | | | | | |
The following summarizes the unrecognized compensation cost for the Stock Plan awards and stock options as of April 3, 2026. 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. Future compensation amounts will be adjusted for any changes in estimated forfeitures ($ in millions):
| | | | | |
| Stock Awards | $ | 148.7 | |
| Stock options | 13.7 | |
| Total unrecognized compensation cost | $ | 162.4 | |
NOTE 8. LEASES
Supplemental information related to operating leases for each period is presented as follows ($ in millions):
| | | | | | | | | | | |
| As of |
| | April 3, 2026 | | December 31, 2025 |
Right-of-use (“ROU”) assets (a) | $ | 89.1 | | | $ | 96.1 | |
Operating lease liabilities (b) | 93.0 | | | 100.6 | |
| | | |
(a) ROU assets are recorded in the Consolidated Condensed Balance Sheets within Other assets. |
(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 |
| | April 3, 2026 | | March 28, 2025 |
Operating lease costs | $ | 8.7 | | | $ | 7.6 | |
Cash paid for operating leases | 9.1 | | | 7.7 | |
ROU assets obtained in exchange for operating lease obligations | 0.5 | | | 0.7 | |
For additional information about our leases, refer to Note 7 in our 2025 Annual Report on Form 10-K.
NOTE 9. NET EARNINGS PER SHARE
Basic net earnings per share (“EPS”) is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS from continuing operations 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.
For the three months ended April 3, 2026 and March 28, 2025, the anti-dilutive options to purchase shares excluded from the diluted EPS calculation were 1.3 million and 1.5 million, respectively.
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 | | |
| | April 3, 2026 | | March 28, 2025 | | | | |
| Numerator | | | | | | | |
Net earnings from continuing operations | $ | 136.4 | | | $ | 112.6 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Denominator | | | | | | | |
| Weighted average common shares outstanding used in basic earnings per share | 309.6 | | | 341.1 | | | | | |
| Incremental common shares from: | | | | | | | |
| Assumed exercise of dilutive options and vesting of dilutive Stock Awards | 3.2 | | | 3.5 | | | | | |
| | | | | | | |
| Weighted average common shares outstanding used in diluted earnings per share | 312.8 | | | 344.6 | | | | | |
| | | | | | | |
Net earnings from continuing operations per common share - Basic | $ | 0.44 | | | $ | 0.33 | | | | | |
Net earnings from continuing operations per common share - Diluted | $ | 0.44 | | | $ | 0.33 | | | | | |
| | | | | | | |
Share Repurchase Programs
In February 2022, our Board adopted a share repurchase program (the “General Share Repurchase Program”), under which our Board has made various authorizations for the total repurchase of up to 58.8 million shares of our common stock. In 2025, in connection with the Separation, our Board adopted a separate and incremental special purpose share repurchase program (the “Special Share Repurchase Program”) under which we may repurchase up to $550 million of our common stock exclusively from the proceeds we received from Ralliant in connection with the Separation.
As of April 3, 2026, there were 6.6 million shares and $67.5 million remaining authorized under the General Share Repurchase Program and Special Share Repurchase Program, respectively. There is no expiration date for these repurchase programs, and the timing and amount of repurchases under the programs are determined by our management based on market conditions, tax regulation and other factors. The repurchase programs may be suspended or discontinued at any time by the Board.
During the three months ended April 3, 2026, the Company purchased 8.9 million shares of its common stock at an average share price of $56.21. During the three months ended March 28, 2025, the Company purchased 2.5 million shares of its common stock at an average share price of $81.01. Common stock repurchases, in excess of issuances, are subject to a 1% excise tax in the United States, which is recorded as part of the cost basis of the shares acquired and shown within Common stock repurchases in the Consolidated Condensed Statement of Equity. The payment of the excise tax is recorded within Repurchase of common shares in the Financing Activities section of the Consolidated Condensed Statement of Cash Flows.
NOTE 10. SEGMENT INFORMATION
We report our results in two separate business segments consisting of Intelligent Operating Solutions and Advanced Healthcare Solutions. We determine our business segments based on the identification of segment managers and similarities in products, end markets, economic characteristics, technologies, and services, as well as the financial data utilized by the Company's chief executive officer. The Company's chief operating decision maker ("CODM") is the chief executive officer.
The CODM uses gross profit and operating profit at the segment level to assess performance and allocate resources, including those associated with merger and acquisition targets. The CODM also compares the actual results to expectations in assessing the performance of the segments. Operating expenses generally include selling, general and administrative expenses, and research and development expenses. Depreciation expense is allocated between Cost of sales and Selling, general, and administrative expenses. Amortization expense is recorded within Selling, general, and administrative expenses. The identifiable assets by segment are those used in each segment’s operations. Inter-segment amounts are not significant and are eliminated in the combined totals. Unallocated costs and other costs are not considered part of our evaluation of reportable segment operating performance.
Segment results for the three months ended April 3, 2026 are shown below ($ in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Intelligent Operating Solutions | | Advanced Healthcare Solutions | | Unallocated Corporate Costs and Other |
Sales | $ | 1,069.4 | | | $ | 743.2 | | | $ | 326.2 | | | $ | — | |
Cost of sales | (393.9) | | | (259.4) | | | (134.5) | | | — | |
Gross profit | 675.5 | | | 483.8 | | | 191.7 | | | — | |
Operating expenses | (483.8) | | | (297.6) | | | (159.0) | | | (27.2) | |
| | | | | | | |
Operating profit (loss) | 191.7 | | | 186.2 | | | 32.7 | | | (27.2) | |
Non-operating income (expense), net | | | | | | | |
Interest expense, net | (31.6) | | | — | | | — | | | (31.6) | |
| | | | | | | |
Other non-operating income (expense), net | 3.5 | | | — | | | — | | | 3.5 | |
Earnings from continuing operations before income taxes | $ | 163.6 | | | $ | 186.2 | | | $ | 32.7 | | | $ | (55.3) | |
| | | | | | | |
Depreciation and amortization expenses | $ | (113.6) | | | $ | (62.4) | | | $ | (50.8) | | | $ | (0.4) | |
| | | | | | | |
Capital expenditures | $ | (26.6) | | | $ | (20.7) | | | $ | (5.9) | | | $ | — | |
| | | | | | | |
|
Segment results for the three months ended March 28, 2025 are shown below ($ in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Intelligent Operating Solutions | | Advanced Healthcare Solutions | | Unallocated Corporate Costs and Other |
Sales | $ | 993.1 | | | $ | 690.9 | | | $ | 302.2 | | | $ | — | |
Cost of sales | (355.6) | | | (231.5) | | | (124.1) | | | — | |
Gross profit | 637.5 | | | 459.4 | | | 178.1 | | | — | |
Operating expenses | (472.2) | | | (284.8) | | | (156.4) | | | (31.0) | |
Operating profit (loss) | 165.3 | | | 174.6 | | | 21.7 | | | (31.0) | |
Non-operating income (expense), net | | | | | | | |
Interest expense, net | (32.0) | | | — | | | — | | | (32.0) | |
Other non-operating income (expense), net | 0.4 | | | — | | | — | | | 0.4 | |
Earnings from continuing operations before income taxes | $ | 133.7 | | | $ | 174.6 | | | $ | 21.7 | | | $ | (62.6) | |
| | | | | | | |
Depreciation and amortization expenses | $ | (108.0) | | | $ | (58.2) | | | $ | (49.5) | | | $ | (0.3) | |
| | | | | | | |
Capital expenditures | $ | (21.1) | | | $ | (16.9) | | | $ | (4.0) | | | $ | (0.2) | |
| | | | | | | |
|
Segment Assets: | | | | | | | | | | | | | |
| As of |
| ($ in millions) | April 3, 2026 | | December 31, 2025 | | |
| Intelligent Operating Solutions | $ | 6,287.6 | | | $ | 6,346.0 | | | |
| Advanced Healthcare Solutions | 4,798.2 | | | 4,861.6 | | | |
| Total segment assets | 11,085.8 | | | 11,207.6 | | | |
Other (a) | 493.5 | | | 509.3 | | | |
| Assets of Discontinued Operations | 4.8 | | | 20.8 | | | |
| Total assets | $ | 11,584.1 | | | $ | 11,737.7 | | | |
| | | | | |
(a) Other represents corporate assets which consist primarily of cash, property, plant, and equipment, and net deferred income tax assets. | | |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fortive Corporation (“Fortive,” the “Company,” “we,” “us,” or “our”) innovates essential technologies to keep our world safe and productive. Our strategic segments - Intelligent Operating Solutions (“IOS”) and Advanced Healthcare Solutions (“AHS”) - include iconic inventor brands with leading positions in their markets. Our businesses design, develop, manufacture, and market products, software, and services, building upon leading brand names, innovative technologies, and strong market positions. Our research and development, manufacturing, sales, distribution, service, and administrative facilities are located in approximately 50 countries around the world.
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. The accounting requirements for reporting Ralliant as a discontinued operation were met when the Separation was completed. Accordingly, the accompanying consolidated condensed financial statements for all periods presented reflect this business as a discontinued operation. Unless otherwise indicated, all amounts in this quarterly report refer to continuing operations. Refer to Note 2 for additional information.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of management. The following discussion should be read in conjunction with the MD&A and consolidated financial statements included in our 2025 Annual Report on Form 10-K. Our MD&A is divided into five sections:
•Information Relating to Forward-Looking Statements
•Overview
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Estimates
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
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, capital allocation, financing, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, financing, stock repurchases, and dividends; growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; the anticipated impacts and benefits of the completed separation of Ralliant; 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; 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.
Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. Forward-looking statements are not guarantees of future performance and actual results may differ materially from
the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Important factors that could cause actual results to differ materially from those envisaged in the forward-looking statements include, among others, the following:
Risk Related to Our Business Operations
•Conditions in the global economy, the markets we serve, and the financial markets may adversely affect our business and financial results.
•If we cannot adjust our manufacturing capacity, supply chain management or the purchases required for our manufacturing activities to reflect changes in market conditions, international trade policies, customer demand, prolonged government shutdown, and supply chain disruptions, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components, and services could cause production interruptions, delays and inefficiencies.
•Our financial results are subject to fluctuations in the cost and availability of commodities or components that we use in our operations.
•Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated, or experience cyclicality.
•We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce prices for our products and services.
•Our growth depends in part on the timely development and commercialization and customer acceptance of new and enhanced products and services based on technological innovation.
•Our ability to successfully manage leadership transitions and attract, develop, and retain senior leaders and other key employees is critical to our success.
•Disruptions in, or breaches in security of, our information technology systems, exfiltration of confidential or sensitive data, and other cyberattacks have adversely affected, and in the future could adversely affect, our business.
•Defects and unanticipated use or inadequate disclosure with respect to our products (including software) or services could adversely affect our business, reputation, and financial results.
•Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns, or inventory levels of, key distributors and other channel partners could adversely affect our financial results.
•Work stoppages, works council campaigns, and other labor disputes could adversely impact our productivity and results of operations.
•If we suffer loss to our facilities, supply chains, distribution systems, or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
•If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.
•Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses, or licensing expenses or be prevented from selling products or services.
•Our restructuring activities could have long-term adverse effects on our business.
•We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our financial results.
•Climate change, or legal or regulatory measures to address climate change, may negatively affect us.
•We use artificial intelligence in our business and in certain of our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
Risk Related to Our International Operations
•International economic, political, legal, compliance, and business factors, including the continuing conflicts in the Middle East and in Ukraine, could negatively affect our financial results.
•Trade relations between the United States and other countries have been volatile and could have a material adverse effect on our business and financial results.
•Foreign currency exchange rates, including the volatility thereof, may adversely affect our financial results.
Risk Related to Our Investments and Dispositions
•Our strategy requires us to execute and deliver disciplined capital allocation.
•Our acquisition of businesses, investments, joint ventures, and other strategic relationships could negatively impact our financial results.
•The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
•Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial results.
•Potential indemnification liabilities to 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.
Risk Related to Regulatory and Compliance Matters
•Changes in industry standards and governmental regulations may reduce demand for our products or services or increase our expenses.
•Our reputation, ability to do business, and financial results may be impaired by improper conduct by any of our employees, agents, or business partners.
•Our operations, products, and services expose us to the risk of environmental, health, and safety liabilities, costs, and violations that could adversely affect our reputation and financial results.
•Our businesses are subject to extensive regulation, including healthcare regulations; failure to comply with those regulations could adversely affect our financial results and our business, including our reputation.
Risk Related to Our Tax and Accounting Matters
•Changes in our effective tax rates or exposure to additional tax liabilities or assessments could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.
•We could incur significant liability if our separation from Danaher, our separation of Vontier, or our separation of Ralliant (together, the “Separation Transactions”) are determined to be taxable transactions.
•Changes in U.S. GAAP could adversely affect our reported financial results and may require significant changes to our internal accounting systems and processes.
•We may be required to recognize impairment charges for our goodwill and other intangible assets.
Risk Related to Our Financing Activities
•We have incurred a significant amount of debt, and our debt obligations, including the cost of such debt, will increase further if we incur additional debt and do not retire existing debt, our credit rating declines, or if the applicable interest rates rise.
See “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for further discussion regarding reasons that actual results may differ materially from the results, developments, and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made (or such earlier date as may be specified
in such statement). We do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
OVERVIEW
General
Fortive is a multinational business with global operations with approximately 44% of our sales derived from customers outside the United States in 2025. As a company with global operations, our businesses are affected by worldwide, regional, and industry-specific economic, trade policies, fiscal policies, regulatory, and political factors. Our geographic and industry diversity, as well as the range of products, software, and services we offer, typically help limit the impact of any one industry or the economy of any single country, except for the United States, on our operating results. Given the broad range of products manufactured, software and services provided, and geographies served, we do not use any indices other than general economic trends to predict the overall outlook for the Company. Our individual businesses monitor key competitors and customers, including their sales, to the extent possible, to gauge relative performance and the outlook for the future.
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, trade policies, 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.
Segment Presentation
The IOS segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows. The AHS segment supplies critical workflow solutions enabling healthcare providers to deliver exceptional patient care more efficiently. Refer to Note 1 of the consolidated condensed financial statements for further description of each segment.
Non-GAAP Measures
In this report, references to sales from existing businesses (“core revenue”) refer to sales from operations calculated according to generally accepted accounting principles in the United States (“GAAP”) but excluding (1) the impact from acquired and divested businesses and (2) the impact of foreign currency translation. References to sales attributable to acquisitions or acquired businesses refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition, less the amount of sales attributable to certain businesses or product lines that have been divested, or, at the time of reporting, are pending divestiture, but are not, and will not be, considered discontinued operations prior to the first anniversary of the divestiture. The portion of sales attributable to the impact of currency translation is calculated as the difference between (a) the period-to-period change in sales (excluding sales impact from acquired businesses) and (b) the period-to-period change in sales (excluding sales impact from acquired businesses) after applying the current period foreign exchange rates to the prior year period. Core revenue should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies.
Management believes that reporting the non-GAAP financial measure of core revenue provides useful information to investors by helping identify underlying growth trends in our business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We exclude the effect of acquisition and divestiture related items because the nature, size, and number of such transactions can vary dramatically from period to period and between us and our peers. We exclude the effect of currency translation from core revenue because the impact of currency translation is not under management’s control and is subject to volatility. Management believes the exclusion of the effect of acquisitions and divestitures and currency translation may facilitate the assessment of underlying business trends and may assist in comparisons of long-term performance. References to core sales growth refer to the impact of both price and unit sales.
Business Trends
Our financial outlook is subject to various assumptions and risks, including but not limited to: ongoing geopolitical events; wars and hostilities in the Middle East and in Ukraine, including the corresponding impact on energy costs, interest rates, cybersecurity, international trade, and global economic conditions; monetary policies; inflationary pressures on expenses and pricing; uncertainties in governmental policies on international trade, regulations, sanctions, and healthcare; operational challenges from existing, new, increased, or uncertain status of tariffs, including in some cases, subsequent rollbacks, refunds, or suspensions; foreign exchange rate volatility, including the impact of unhedged foreign currency debts; reduction in U.S. government spending due to H.R.1, also known as the One Big Beautiful Bill Act (“OBBBA”); and overall fiscal policies, including investment and taxation policy initiatives being considered in the U.S.; the incremental impacts of the Pillar Two initiative from the Organization for Economic Co-operation and Development (“OECD”); and the impact from the Separation.
In addition, our financial outlook is subject to the impact of the Supreme Court of the United States ruling invalidating certain tariffs imposed under the International Emergency Economic Powers Act (the “IEEPA Ruling”). Impacts may include changes to operational and transaction costs; potential legislative or executive actions to reimpose similar tariffs; pricing or cost responses by customers, suppliers, and other supply chain partners; and actions by other countries, including changes to counter‑tariffs or related trade agreements. In addition, there remains uncertainty regarding the amount of, and process for obtaining, refunds of invalidated tariffs from the government and our vendors, as well as the potential for refund requests from our customers.
We continue to monitor the conditions above and 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.
RESULTS OF OPERATIONS
Sales Growth
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 2025: | | | | | | | |
| % Change Three Months Ended April 3, 2026 vs. Comparable 2025 Period | | |
| Total revenue growth (GAAP) | 7.7 | % | | |
Excluding impact of: | | | |
Acquisitions and divestitures (a) | — | % | | |
| Currency exchange rates | (2.4) | % | | |
Core revenue growth (Non-GAAP) | 5.3 | % | | |
| | | |
(a) Amount rounded to zero. | | |
Sales in the three months ended April 3, 2026 (the “quarter” or the “first quarter”) were driven by favorable pricing of 2.2%, volume growth of 3.1%, in part driven by additional year-over-year selling days in the quarter, and favorable foreign currency translation. Geographically, in the first quarter, core revenue growth was driven primarily by strong demand in North America and Western Europe. Refer to the IOS and AHS segment sections for further detail.
Operating Profit Margins
In the first quarter, operating profit margin was 17.9%, compared to 16.6% in the comparable period of 2025, resulting in an increase of 130 basis points due to:
•The year-over-year favorable impacts from pricing, higher volume, reductions of excess cost through organizational streamlining, the favorable impact of foreign currency exchange rates and increased productivity measures through our FBS initiatives, partially offset by higher employee compensation and the unfavorable net impact of tariffs and related countermeasures — favorable 125 basis points
•The year-over-year effect of all other items in the first quarter including +50 basis points from amortization expense for existing businesses, partially offset by -20 basis points from unfavorable acquisition and divestiture-related impacts, and -25 basis points from discrete restructuring plans — favorable 5 basis points
INTELLIGENT OPERATING SOLUTIONS (IOS)
Selected Financial Data | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| ($ in millions) | April 3, 2026 | | March 28, 2025 | | | | |
| Sales | $ | 743.2 | | $ | 690.9 | | | | |
| Operating profit | 186.2 | | 174.6 | | | | |
| Depreciation | 14.7 | | 11.6 | | | | |
| Amortization | 47.7 | | 46.6 | | | | |
| Operating profit as a % of sales | 25.1 | % | | 25.3 | % | | | | |
| Depreciation as a % of sales | 2.0 | % | | 1.7 | % | | | | |
| Amortization as a % of sales | 6.4 | % | | 6.7 | % | | | | |
Components of Sales Growth | | | | | | | |
| | % Change Three Months Ended April 3, 2026 vs. Comparable 2025 Period | | |
| Total revenue growth (GAAP) | 7.6 | % | | |
Excluding impact of: | | | |
Acquisitions and divestitures | 0.1 | % | | |
| Currency exchange rates | (2.5) | % | | |
Core revenue growth (Non-GAAP) | 5.2 | % | | |
Sales growth in the first quarter was driven by favorable pricing of 2.1% across the segment, volume growth of 3.1%, primarily driven by facilities and asset lifecycle software and gas detection products, and favorable currency translation. Geographically, in the first quarter, core revenue growth was driven primarily by strong demand in North America and Western Europe.
In the first quarter, operating profit margin decreased 20 basis points, as compared to the comparable period of 2025, due to:
•The year-over-year effect of favorable pricing, higher volume, organizational streamlining, favorable impact from foreign currency exchange rates and increased productivity measures through our FBS initiatives, more than offset by higher employee compensation, the unfavorable net impact of tariffs and related countermeasures, and unfavorable mix — unfavorable 15 basis points
•The year-over-year effect of all other items in the first quarter, including +35 basis points from amortization expense for existing businesses, more than offset by -10 basis points in unfavorable acquisition and divestiture-related impacts, and -30 basis points from discrete restructuring plans — unfavorable 5 basis points
ADVANCED HEALTHCARE SOLUTIONS (AHS)
Selected Financial Data | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| ($ in millions) | April 3, 2026 | | March 28, 2025 | | | | |
| Sales | $ | 326.2 | | $ | 302.2 | | | | |
| Operating profit | 32.7 | | 21.7 | | | | |
| Depreciation | 5.3 | | 4.9 | | | | |
| Amortization | 45.5 | | 44.6 | | | | |
| Operating profit as a % of sales | 10.0 | % | | 7.2 | % | | | | |
| Depreciation as a % of sales | 1.6 | % | | 1.6 | % | | | | |
| Amortization as a % of sales | 13.9 | % | | 14.8 | % | | | | |
Components of Sales Growth | | | | | | | |
| | % Change Three Months Ended April 3, 2026 vs. Comparable 2025 period | | |
| Total revenue growth (GAAP) | 7.9 | % | | |
Excluding impact of: | | | |
| Acquisitions and divestitures | — | % | | |
| Currency exchange rates | (2.1) | % | | |
Core revenue growth (Non-GAAP) | 5.8 | % | | |
Sales growth in the first quarter was driven by favorable pricing of 2.3% across the segment and volume growth of 3.5% which was driven by increased demand for sterilization products and dosimetry services, as well as favorable currency translation. Geographically, in the first quarter, core revenue growth was primarily driven by strong growth in North America.
In the first quarter, operating profit margin increased 280 basis points as compared to the comparable period of 2025, due to:
•Year-over-year favorable impact from pricing, volume, organizational streamlining, foreign currency exchange rates, and productivity measures through our FBS initiatives, partially offset by higher employee compensation — favorable 215 basis points
•The year-over-year effect of all other items in the first quarter, including +80 basis points from amortization expense for existing businesses, offset by -5 basis points from net effects of acquired and divested businesses, and -10 basis points from discrete restructuring plans — favorable 65 basis points
COST OF SALES AND GROSS PROFIT | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| ($ in millions) | April 3, 2026 | | March 28, 2025 | | | | |
| Sales | $ | 1,069.4 | | | $ | 993.1 | | | | | |
| Cost of sales | (393.9) | | | (355.6) | | | | | |
| Gross profit | $ | 675.5 | | | $ | 637.5 | | | | | |
| Gross profit margin | 63.2 | % | | 64.2 | % | | | | |
The year-over-year increase in gross profit was driven by favorable pricing, higher volume, and favorable impact from foreign currency exchange rates, partially offset by higher employee compensation and the net effect of tariffs and related countermeasures.
OPERATING EXPENSES | | | | | | | | | | | | | | | |
| Three Months Ended | | |
($ in millions) | April 3, 2026 | | March 28, 2025 | | | | |
| Sales | $ | 1,069.4 | | $ | 993.1 | | | | |
| Selling, general and administrative (“SG&A”) | 417.3 | | 408.2 | | | | |
| Research and development (“R&D”) | 66.5 | | 64.0 | | | | |
| SG&A as a % of sales | 39.0 | % | | 41.1 | % | | | | |
| R&D as a % of sales | 6.2 | % | | 6.4 | % | | | | |
The year-over-year increase in SG&A was primarily due to higher employee compensation costs, in part from additional days in the quarter, and targeted growth investments to support innovation and commercial initiatives, partially offset by reductions of excess cost through organizational streamlining and benefits from productivity measures through our FBS initiatives.
R&D, consisting principally of internal and contract engineering personnel costs, increased during the first quarter as compared to the comparable period of 2025 due to ongoing investments in innovation.
NON-OPERATING INCOME (EXPENSE), NET
Interest Expense, net
Net interest expense for the first quarter of $31.6 million was relatively flat as compared to $32.0 million in the comparable period in 2025. For discussion of our outstanding indebtedness, refer to Note 4 to the consolidated condensed financial statements.
INCOME TAXES
Our effective tax rate for the three months ended April 3, 2026 was 16.6%, as compared to 15.8% for the three months ended March 28, 2025. The increase in the effective tax rate for the three months ended April 3, 2026 as compared to the three months ended March 28, 2025 was primarily related to the mix of earnings between jurisdictions and the impact of discrete items.
Our effective tax rate for the three months ended April 3, 2026, 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.
COMPREHENSIVE INCOME
Comprehensive income decreased by $105 million during the first quarter as compared to the comparable period in 2025 due to unfavorable changes in foreign currency translation of $72 million, partially offset by a $24 million increase in net earnings from continuing operations and a $3 million increase from hedge adjustments. Additionally, there was a $59 million decrease in net earnings from discontinued operations.
LIQUIDITY AND CAPITAL RESOURCES
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. We generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity, which consist of available cash, our revolving credit facility, and access to commercial paper, bank loans, and capital markets, will be sufficient to allow us to continue funding and investing in our existing businesses, consummate strategic acquisitions, execute strategic separations, repurchase common stock, make interest and principal payments on our outstanding indebtedness, fulfill our contractual obligations, and manage our capital structure on a short and long-term basis.
As of April 3, 2026, we held approximately $356 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 90% was held outside of the United States.
We generally satisfy any short-term liquidity needs that are not met through operating cash flows and available cash primarily through issuances under our Commercial Paper Programs, which are supported by our $2.0 billion Revolving Credit Facility. In addition to providing support for our Commercial Paper Programs, the Revolving Credit Facility can also be used for working capital and other general corporate purposes. As of April 3, 2026, no borrowings were outstanding under the Revolving Credit Facility. We also may from time to time access the capital markets, including to take advantage of favorable interest rate environments or other market conditions.
Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit rating and market conditions. Any downgrade in our credit rating would increase the cost of borrowing under our commercial paper programs and the Credit Agreement, and could limit or preclude our ability to issue commercial paper. If our access to the commercial paper market is adversely affected due to a downgrade, change in market conditions, or otherwise, we would expect to rely on a combination of available cash, operating cash flow, and the Revolving Credit Facility to provide short-term funding. In such event, the cost of borrowings under the Revolving Credit Facility could be higher than the historic cost of commercial paper borrowings.
On June 7, 2023, we filed with the SEC an “automatic shelf” registration statement (the “Shelf Registration Statement”). Under the Shelf Registration Statement, we may from time to time sell shares of common stock, preferred stock, debt securities, depository shares, purchase contracts, purchase units, warrants and subscription rights in one or more offerings.
We continue to monitor the financial markets, the stability of U.S. and international banks and general global economic conditions. In addition, our access to the capital markets and other financing sources is impacted by any change in our credit rating. If changes in financial markets or other areas of the economy or downgrade in our credit rating adversely affect our access to the capital markets and other financing sources, we would expect to rely on a combination of available cash and
existing available capacity under our credit facilities to provide short-term funding. As of April 3, 2026, we expect to have sufficient liquidity to satisfy our cash needs for the foreseeable future.
Refer to Note 4 of the consolidated condensed financial statements for additional information regarding our financing activities and indebtedness.
Overview of Cash Flows and Liquidity
Following is an overview of our cash flows and liquidity ($ in millions): | | | | | | | | | | | |
| | Three Months Ended |
| April 3, 2026 | | March 28, 2025 |
| Total operating cash provided by continuing operations | $ | 220.4 | | | $ | 191.8 | |
| | | |
| Purchases of property, plant and equipment | $ | (26.6) | | | $ | (21.1) | |
| | | |
| | | |
| All other investing activities | (0.1) | | | (1.0) | |
| Total investing cash used in continuing operations | $ | (26.7) | | | $ | (22.1) | |
| | | |
Net proceeds from commercial paper borrowings | $ | 591.7 | | | $ | 80.7 | |
| Repurchase of common shares | (500.2) | | | (202.6) | |
| Payment of dividends | (18.4) | | | (27.2) | |
| | | |
| Repayment of borrowings (maturities greater than 90 days) | (292.9) | | | — | |
| | | |
| All other financing activities | (8.7) | | | 8.1 | |
Total financing cash used in continuing operations | $ | (228.5) | | | $ | (141.0) | |
| | | |
Operating Activities
Operating cash flows from continuing operations can fluctuate significantly from period-to-period as working capital needs and the timing of payments for income taxes, interest, pension funding, and other items impact reported cash flows.
Operating cash flows from continuing operations were $220 million during the first quarter, representing an increase of $29 million when compared to the comparable period of 2025. The year-over-year change in operating cash flows was primarily attributable to the following factors:
•Year-over-year increase of $27 million in operating cash flows from net earnings, net of non-cash items (Amortization, Depreciation, and Stock-based compensation).
•The aggregate cash generated from accounts receivable was entirely offset by cash used in inventories and trade accounts payable during the first quarter. The aggregate changes in accounts receivable, inventories, and trade accounts payable generated $18 million in the comparable period of 2025. The amount of cash flow generated from or used in a period depends upon how effectively we manage the cash conversion cycle, which can be impacted by timing of revenue and collection from customers, vendor cash disbursement, and purchases of materials and components for certain businesses.
•The aggregate changes in prepaid expenses and other assets, and accrued expenses and other liabilities used $51 million of cash in the first quarter as compared to using $71 million of cash in the comparable period of 2025. The year-over-year changes were driven primarily by timing differences related to contract assets, contract liabilities, and payments of interest.
Investing Activities
Investing cash outflows from continuing operations in the first quarter were $5 million greater than the comparable period of 2025, driven by higher capital expenditures.
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.
Financing Activities
Financing cash flows from continuing operations consist primarily of issuances and repayments of debt and commercial paper, payments of cash dividends to shareholders and share repurchases.
In the first quarter, financing activities from continuing operations used cash of $229 million, reflecting the following transactions:
•We incurred $592 million in net commercial paper borrowings.
•We repurchased 8.9 million shares of our common stock for approximately $500 million.
•We made dividend payments to common shareholders totaling $18 million.
•On February 13, 2026, Fortive repaid upon maturity the $292.9 million of outstanding principal of the 3.7% Euro-denominated senior unsecured notes due 2026 using net proceeds from the commercial paper programs.
In the comparable 2025 period, financing activities from continuing operations used cash of $141 million, reflecting the following transactions:
•We incurred $81 million in net commercial paper borrowings.
•We repurchased 2.5 million shares of our common stock for approximately $203 million.
•We made dividend payments to common shareholders totaling $27 million.
CRITICAL ACCOUNTING ESTIMATES
There were no material changes during the three-month periods ended April 3, 2026 to the items we disclosed as our critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our concentrations of credit risk arising from trade receivables is limited due to the diversity of our customers. Our businesses perform credit evaluations of their customers’ financial conditions as appropriate and also obtain collateral or other security when appropriate.
Additional quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Instruments and Risk Management,” in our 2025 Annual Report on Form 10-K. There were no material changes during the three-month period ended April 3, 2026 to the information reported in our 2025 Annual Report on Form 10-K relating to our evaluation of interest rate, foreign currency exchange, and commodity price risk. Refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion around the impact of these items in the first quarter.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of the President and Chief Executive Officer, and the Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the President and Chief Executive Officer, and the Senior Vice President and Chief Financial Officer, have concluded that, as of the end of such period, these disclosure controls and procedures were effective.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1A. RISK FACTORS
Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in the “Risk Factors” section of our 2025 Annual Report on Form 10-K. There were no material changes during the quarter ended April 3, 2026 to the risk factors reported in the “Risk Factors” section of our 2025 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In February 2022, our Board adopted a share repurchase program (the “General Share Repurchase Program”), under which our Board has made various authorizations for the total repurchase of up to 58.8 million shares of our common stock. In 2025, in connection with the Separation, our Board adopted a separate and incremental special purpose share repurchase program (the “Special Share Repurchase Program”) under which we may repurchase up to $550 million of our common stock exclusively from the proceeds we received from Ralliant in connection with the Separation.
As of April 3, 2026, there were 6.6 million shares and $67.5 million remaining authorized under the General Share Repurchase Program and Special Share Repurchase Program, respectively. There is no expiration date for these repurchase programs, and the timing and amount of repurchases under the programs are determined by the Company's management based on market conditions and other factors. The repurchase programs may be suspended or discontinued at any time by the Board of Directors.
The following table provides details about our share repurchases, including those pursuant to a 10b5-1 plan, during the fiscal quarter ended April 3, 2026.
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| Period | Total number of shares (or units) purchased | | Average price paid per share (or unit) | | Total number of shares (or units) purchased as part of publicly announced plans or programs | | Maximum number of shares (or units) that may yet be purchased under the General Share Repurchase Program | | Maximum approximate dollar value that may yet be purchased under the Special Share Repurchase Program |
January 1 - January 31 | 2,023,081 | | | $ | 53.87 | | | 2,023,081 | | | 13,480,182 | | | $ | 67,483,059 | |
February 1 - February 28 | 5,059,059 | | | 56.99 | | | 5,059,059 | | | 8,421,123 | | | 67,483,059 | |
March 1 - April 3 | 1,812,585 | | | 56.67 | | | 1,812,585 | | | 6,608,538 | | | 67,483,059 | |
| Total | 8,894,725 | | | $ | 56.21 | | | 8,894,725 | | | 6,608,538 | | | $ | 67,483,059 | |
ITEM 5. OTHER INFORMATION
Trading Plans
During the first quarter ended April 3, 2026, no directors or Section 16 officers adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS | | | | | | | | |
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Exhibit Number | | Description |
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| 3.1 | | |
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| 3.2 | | |
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| 10.1 | | Third Amended and Restated Credit Agreement, dated March 17, 2026, among Fortive Corporation, Bank of America, N.A., as Administrative Agent and USD Swing Line Lender, Bank of America, N.A. London Branch, as Alternative Currency Swing Line Lender, and the lenders referred to therein. (Incorporated by reference from Exhibit 10.1 to Fortive Corporation's Current Report on Form 8-K, filed on March 20, 2026. Commission File No. 1-37654). |
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| 10.2 | | |
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| 10.3 | | |
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| 10.4 | | |
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| 10.5 | | |
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| 31.1 | | |
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| 31.2 | | |
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| 32.1 | | |
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| 32.2 | | |
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| 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. † |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document † |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document † |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document † |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document † |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document † |
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| 104 | | The cover page from this Quarterly Report on Form 10-Q for the quarter ended April 3, 2026, formatted in Inline XBRL and contained in Exhibit 101. |
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| * | Indicates management contract or compensatory plan, contract or arrangement. |
† | Filed electronically herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | | | | | | | |
| FORTIVE CORPORATION: |
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| Date: April 30, 2026 | By: | /s/ Mark D. Okerstrom |
| | Mark D. Okerstrom |
| | Senior Vice President and Chief Financial Officer |
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| Date: April 30, 2026 | By: | /s/ Christopher M. Mulhall |
| | Christopher M. Mulhall |
| | Chief Accounting Officer |
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