ftv-20240329

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: March 29, 2024


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

Commission file number 1-37654

________________________________________________

Fortive Corporation

(Exact name of registrant as specified in its charter)

________________________________________________


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


6920 Seaway Blvd
Everett,	WA	98203

(Address of principal executive offices)		(Zip code)

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

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


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

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

The number of shares of common stock outstanding at April 19, 2024 was 352,028,662.

FORTIVE CORPORATION

INDEX

FORM 10-Q


PART I -	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	4
	Consolidated Condensed Statements of Earnings	5
	Consolidated Condensed Statements of Comprehensive Income	6
	Consolidated Condensed Statements of Changes in Equity	7
	Consolidated Condensed Statements of Cash Flows	8
	Notes to Consolidated Condensed Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II -	OTHER INFORMATION
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	37
Item 6.	Exhibits	37
	Signatures	39

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

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


	As of
	March 29, 2024		December 31, 2023
	(unaudited)
ASSETS
Current assets:
Cash and equivalents	$	704.6	$	1,888.8
Accounts receivable less allowance for doubtful accounts of $33.1 and $39.2, respectively	962.6		960.8
Inventories:
Finished goods	226.6		214.1
Work in process	113.9		108.9
Raw materials	240.3		213.9
Inventories	580.8		536.9
Prepaid expenses and other current assets	365.9		285.1
Total current assets	2,613.9		3,671.6

Property, plant and equipment, net of accumulated depreciation of $793.1 and $809.0, respectively	422.7		439.8
Other assets	536.2		518.9
Goodwill	10,234.6		9,121.7
Other intangible assets, net	3,712.7		3,159.8
Total assets	$	17,520.1	$	16,911.8

LIABILITIES AND EQUITY
Current liabilities:

Trade accounts payable	667.2		608.6
Accrued expenses and other current liabilities	1,071.5		1,182.7
Total current liabilities	1,738.7		1,791.3

Other long-term liabilities	1,356.6		1,149.0
Long-term debt	3,941.7		3,646.2
Commitments and Contingencies (Note 9)

Equity:

Common stock: $0.01 par value, 2.0 billion shares authorized; 365.3 and 363.7 issued; 352.0 and 350.7 outstanding, respectively	3.7		3.6
Additional paid-in capital	3,906.1		3,851.3
Treasury shares, at cost	(715.8)		(715.8)
Retained earnings	7,685.2		7,505.9
Accumulated other comprehensive loss	(402.5)		(326.1)
Total Fortive stockholders’ equity	10,476.7		10,318.9
Noncontrolling interests	6.4		6.4
Total stockholders’ equity	10,483.1		10,325.3
Total liabilities and equity	$	17,520.1	$	16,911.8

See the accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

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

(unaudited)


	Three Months Ended
	March 29, 2024		March 31, 2023
Sales of products and software	$	1,299.9	$	1,236.6
Sales of services	224.6		224.1
Total sales	1,524.5		1,460.7

Cost of product and software sales	(492.0)		(488.1)
Cost of service sales	(128.3)		(124.4)
Total cost of sales	(620.3)		(612.5)

Gross profit	904.2		848.2
Operating costs:
Selling, general and administrative expenses	(561.0)		(507.7)
Research and development expenses	(104.1)		(100.1)
Gain on sale of property	63.1		—

Operating profit	302.2		240.4
Non-operating income (expense), net:
Interest expense, net	(44.0)		(32.1)





Other non-operating expense, net	(24.2)		(2.5)
Earnings before income taxes	234.0		205.8
Income taxes	(26.6)		(32.2)
Net earnings	$	207.4	$	173.6

Net earnings per share:
Basic	$	0.59	$	0.49
Diluted	$	0.58	$	0.49
Average common stock and common equivalent shares outstanding:
Basic	351.7		353.6
Diluted	356.0		356.5

See the accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in millions)

(unaudited)


	Three Months Ended
	March 29, 2024		March 31, 2023
Net earnings	$	207.4	$	173.6
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(76.5)		13.4
Pension adjustments	0.1		—
Total other comprehensive income (loss), net of income taxes	(76.4)		13.4
Comprehensive income	$	131.0	$	187.0

See the accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY

($ and shares in millions)

(unaudited)


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


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

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

Balance, March 29, 2024		352.0	$	3.7	$	3,906.1	$	(715.8)	$	7,685.2	$	(402.5)	$	6.4

SEC Form 10-Q filed by Fortive Corporation