Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Management on Fortive Corporation’s Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework” (2013 framework). Based on this assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.
The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This report dated February 25, 2026 appears on page 44 of this Form 10-K.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Fortive Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Fortive Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Fortive Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Fortive Corporation’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Seattle, Washington
February 25, 2026
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Fortive Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Fortive Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| Description of the Matter | Accounting for indefinite-lived intangible assets As discussed in Note 2 and 4 to the consolidated financial statements, the Company has $309.9 million of indefinite-lived intangible assets. Auditing the Company's accounting for its evaluation of potential impairment was complex due to the estimation uncertainty in determining the fair value of a certain indefinite-lived intangible asset. The significant assumption used to estimate the value of this asset was forecasted revenues. This assumption is forward-looking and could be affected by future economic and market conditions. | ||||
| How We Addressed the Matter in Our Audit | We tested the Company's controls over its accounting for the impairment analysis, including controls over management’s review of the significant assumption, described above. To test the estimated fair value of the indefinite-lived intangible asset, we performed audit procedures that included, among others, involving our valuation specialists to assist in evaluating the Company's use of the selected valuation model, testing the significant assumption used in the model and testing the completeness and accuracy of the underlying data. For example, we compared the revenue growth rate selected by management to publicly available market data and historical results of the Company’s business. We also performed a sensitivity analysis of the significant assumption to evaluate the change in the fair value of the indefinite-lived intangible asset resulting from changes in the assumption. | ||||
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2015.
Seattle, Washington
February 25, 2026
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ and shares in millions, except per share amounts)
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | 375.5 | $ | 813.3 | |||||||
| Accounts receivable less allowance for doubtful accounts of $18.8 and $19.4, respectively | 683.6 | 661.3 | |||||||||
| Inventories: | |||||||||||
| Finished goods | 169.9 | 151.9 | |||||||||
| Work in process | 12.3 | 15.3 | |||||||||
| Raw materials | 109.6 | 102.6 | |||||||||
| Inventories | 291.8 | 269.8 | |||||||||
| Prepaid expenses and other current assets | 234.0 | 233.6 | |||||||||
| Current assets, discontinued operations | 20.8 | 614.3 | |||||||||
| Total current assets | 1,605.7 | 2,592.3 | |||||||||
| Property, plant and equipment, net | 269.8 | 232.9 | |||||||||
| Other assets | 375.5 | 348.4 | |||||||||
| Goodwill | 7,298.3 | 7,216.0 | |||||||||
| Other intangible assets, net | 2,188.4 | 2,530.5 | |||||||||
| Other assets, discontinued operations | — | 4,096.0 | |||||||||
| Total assets | $ | 11,737.7 | $ | 17,016.1 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 899.5 | $ | 376.2 | |||||||
| Trade accounts payable | 436.4 | 425.4 | |||||||||
| Accrued expenses and other current liabilities | 910.7 | 868.3 | |||||||||
| Current liabilities, discontinued operations | — | 568.5 | |||||||||
| Total current liabilities | 2,246.6 | 2,238.4 | |||||||||
| Other long-term liabilities | 723.5 | 847.2 | |||||||||
| Long-term debt | 2,306.5 | 3,331.1 | |||||||||
| Long-term liabilities, discontinued operations | — | 403.8 | |||||||||
| Commitments and Contingencies (Note 12) | |||||||||||
| Equity: | |||||||||||
| Common stock: $0.01 par value, 2,000 shares authorized; 369.6 and 366.6 issued; 313.4 and 341.2 outstanding; respectively | 3.7 | 3.7 | |||||||||
| Additional paid-in capital | 4,210.0 | 4,035.0 | |||||||||
| Treasury shares, at cost | (3,229.8) | (1,612.3) | |||||||||
| Retained earnings | 5,428.5 | 8,227.6 | |||||||||
| Accumulated other comprehensive income (loss) | 41.0 | (465.4) | |||||||||
| Total Fortive stockholders’ equity | 6,453.4 | 10,188.6 | |||||||||
| Noncontrolling interests | 7.7 | 7.0 | |||||||||
| Total stockholders’ equity | 6,461.1 | 10,195.6 | |||||||||
| Total liabilities and equity | $ | 11,737.7 | $ | 17,016.1 |
See the accompanying Notes to the Consolidated Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
($ and shares in millions, except per share amounts)
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Sales: | |||||||||||||||||
| Products and software | $ | 3,341.3 | $ | 3,290.9 | $ | 3,157.7 | |||||||||||
| Services | 817.8 | 790.0 | 756.2 | ||||||||||||||
| Total sales | 4,159.1 | 4,080.9 | 3,913.9 | ||||||||||||||
| Cost of Sales: | |||||||||||||||||
| Products and software | (1,113.7) | (1,070.4) | (1,081.4) | ||||||||||||||
| Services | (404.3) | (391.4) | (355.4) | ||||||||||||||
| Total cost of sales | (1,518.0) | (1,461.8) | (1,436.8) | ||||||||||||||
| Gross profit | 2,641.1 | 2,619.1 | 2,477.1 | ||||||||||||||
| Operating costs: | |||||||||||||||||
| Selling, general, and administrative | (1,661.7) | (1,651.5) | (1,666.1) | ||||||||||||||
| Research and development | (259.2) | (251.3) | (237.0) | ||||||||||||||
| Operating profit | 720.2 | 716.3 | 574.0 | ||||||||||||||
| Non-operating income (expense), net: | |||||||||||||||||
| Interest expense, net | (120.5) | (152.8) | (123.5) | ||||||||||||||
| Other non-operating income (expenses), net | 2.5 | (57.2) | (17.4) | ||||||||||||||
| Earnings from continuing operations before income taxes | 602.2 | 506.3 | 433.1 | ||||||||||||||
| Income taxes | (69.5) | (23.8) | (24.7) | ||||||||||||||
| Net earnings from continuing operations | 532.7 | 482.5 | 408.4 | ||||||||||||||
| Net earnings from discontinued operations | 46.5 | 350.4 | 457.4 | ||||||||||||||
| Net earnings | $ | 579.2 | $ | 832.9 | $ | 865.8 | |||||||||||
| Net earnings per common share from continuing operations: | |||||||||||||||||
| Basic | $ | 1.60 | $ | 1.38 | $ | 1.16 | |||||||||||
| Diluted | $ | 1.59 | $ | 1.37 | $ | 1.15 | |||||||||||
| Net earnings per common share from discontinued operations: | |||||||||||||||||
| Basic | $ | 0.14 | $ | 1.01 | $ | 1.30 | |||||||||||
| Diluted | $ | 0.14 | $ | 0.99 | $ | 1.28 | |||||||||||
| Net earnings per common share: | |||||||||||||||||
| Basic | $ | 1.74 | $ | 2.39 | $ | 2.46 | |||||||||||
| Diluted | $ | 1.73 | $ | 2.36 | $ | 2.43 | |||||||||||
| Average common stock and common equivalent shares outstanding: | |||||||||||||||||
| Basic | 332.0 | 349.2 | 352.5 | ||||||||||||||
| Diluted | 334.6 | 352.8 | 355.6 | ||||||||||||||
| Certain amounts may not sum due to rounding. |
See the accompanying Notes to the Consolidated Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in millions)
| Year Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net earnings | $ | 579.2 | $ | 832.9 | $ | 865.8 | |||||||||||
| Other comprehensive income (loss), net of income taxes: | |||||||||||||||||
| Foreign currency translation adjustments | 174.1 | (139.7) | 9.7 | ||||||||||||||
| Pension and post-retirement plan benefit adjustments | — | 0.4 | (10.1) | ||||||||||||||
| Total other comprehensive income (loss), net of income taxes | 174.1 | (139.3) | (0.4) | ||||||||||||||
| Comprehensive income | $ | 753.3 | $ | 693.6 | $ | 865.4 |
See the accompanying Notes to the Consolidated Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
($ and shares in millions)
| Common Stock | Additional Paid-In Capital | Treasury Shares | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 352.9 | $ | 3.6 | $ | 3,706.3 | $ | (442.9) | $ | 6,742.1 | $ | (325.7) | $ | 5.2 | ||||||||||||||||||||||||||||
| Net earnings for the period | — | — | — | — | 865.8 | — | — | ||||||||||||||||||||||||||||||||||
| Dividends to common stockholders | — | — | — | — | (102.0) | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | (0.4) | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 2.3 | — | 176.8 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock repurchases | (4.0) | — | — | (272.9) | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | (0.5) | — | (31.8) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in noncontrolling interests | — | — | — | — | — | — | 1.2 | ||||||||||||||||||||||||||||||||||
| 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 | — | — | — | — | 832.9 | — | — | ||||||||||||||||||||||||||||||||||
| Dividends to common stockholders | — | — | — | — | (111.2) | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | (139.3) | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 3.0 | 0.1 | 212.7 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock repurchases | (12.0) | — | — | (896.5) | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | (0.5) | — | (29.0) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in noncontrolling interests | — | — | — | — | — | — | 0.6 | ||||||||||||||||||||||||||||||||||
| 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 | — | — | — | — | 579.2 | — | — | ||||||||||||||||||||||||||||||||||
| Dividends to common stockholders | — | — | — | — | (92.2) | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | 174.1 | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 3.1 | — | 212.6 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock repurchases | (30.4) | — | — | (1,617.5) | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | (0.5) | — | (37.6) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in noncontrolling interests | — | — | — | — | — | — | 0.7 | ||||||||||||||||||||||||||||||||||
| Distribution of Ralliant Corporation | — | — | — | — | (3,286.1) | 332.3 | — | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | 313.4 | $ | 3.7 | $ | 4,210.0 | $ | (3,229.8) | $ | 5,428.5 | $ | 41.0 | $ | 7.7 |
See the accompanying Notes to the Consolidated Financial Statements.
FORTIVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
| Year Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net earnings | $ | 579.2 | $ | 832.9 | $ | 865.8 | |||||||||||
| Less: net earnings from discontinued operations | (46.5) | (350.4) | (457.4) | ||||||||||||||
| Net earnings from continuing operations | 532.7 | 482.5 | $ | 408.4 | |||||||||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||||||||
| Amortization | 367.5 | 369.3 | 366.9 | ||||||||||||||
| Depreciation | 70.1 | 61.6 | 59.3 | ||||||||||||||
| Stock-based compensation | 116.8 | 90.1 | 94.5 | ||||||||||||||
| Loss from equity investments | — | 39.4 | 17.3 | ||||||||||||||
| Change in certain assets and liabilities: | |||||||||||||||||
| Change in deferred income taxes | (49.9) | (24.8) | (83.6) | ||||||||||||||
| Change in accounts receivable, net | 8.7 | (15.5) | (0.7) | ||||||||||||||
| Change in inventories | (20.0) | (7.9) | 7.7 | ||||||||||||||
| Change in trade accounts payable | 12.4 | 51.1 | 2.2 | ||||||||||||||
| Change in prepaid expenses and other assets | (15.6) | 9.5 | (65.3) | ||||||||||||||
| Change in accrued expenses and other liabilities | 13.0 | (26.8) | 26.7 | ||||||||||||||
| Total operating cash provided by continuing operations | 1,035.7 | 1,028.5 | 833.4 | ||||||||||||||
| Total operating cash provided by discontinued operations | 47.5 | 498.3 | 520.2 | ||||||||||||||
| Net cash provided by operating activities | 1,083.2 | 1,526.8 | 1,353.6 | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Purchases of property, plant and equipment | (105.1) | (86.1) | (78.6) | ||||||||||||||
| Cash paid for acquisitions, net of cash received | (25.7) | (3.6) | (95.8) | ||||||||||||||
| All other investing activities | 11.2 | 0.9 | 1.4 | ||||||||||||||
| Total investing cash used in continuing operations | (119.6) | (88.8) | (173.0) | ||||||||||||||
| Total investing cash used in discontinued operations | (15.8) | (1,707.2) | (22.4) | ||||||||||||||
| Net cash used in investing activities | (135.4) | (1,796.0) | (195.4) | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Net proceeds from (repayments of) commercial paper borrowings | 0.9 | (596.5) | 839.9 | ||||||||||||||
| Repurchase of common shares | (1,610.1) | (889.6) | (272.9) | ||||||||||||||
| Payment of dividends | (92.2) | (111.2) | (102.0) | ||||||||||||||
| Proceeds from borrowings (maturities greater than 90 days), net of issuance costs | — | 1,733.5 | 549.3 | ||||||||||||||
| Repayment of borrowings (maturities greater than 90 days) | (715.7) | (1,000.0) | (1,000.0) | ||||||||||||||
| Proceeds from Ralliant Dividend | 1,150.0 | — | — | ||||||||||||||
| All other financing activities | 40.8 | 71.1 | 18.0 | ||||||||||||||
| Total financing cash (used in) provided by continuing operations | (1,226.3) | (792.7) | 32.3 | ||||||||||||||
| Total financing cash used in discontinued operations | (160.3) | — | — | ||||||||||||||
| Net cash provided by (used in) financing activities | (1,386.6) | (792.7) | 32.3 | ||||||||||||||
| Effect of exchange rate changes on cash and equivalents | 1.0 | (13.6) | (10.9) | ||||||||||||||
| Net change in cash and equivalents | (437.8) | (1,075.5) | 1,179.6 | ||||||||||||||
| Beginning balance of cash and equivalents | 813.3 | 1,888.8 | 709.2 | ||||||||||||||
| Ending balance of cash and equivalents | $ | 375.5 | $ | 813.3 | $ | 1,888.8 |
See the accompanying Notes to the Consolidated Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BUSINESS OVERVIEW AND BASIS FOR PRESENTATION
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.
Basis of Presentation
The accompanying consolidated financial statements present our historical financial position, results of operations, changes in equity and cash flows in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The financial statements include our accounts and the accounts of our subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on our consolidated results of operations; therefore, net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in our Consolidated Statements of Earnings. Net earnings attributable to noncontrolling interests have been reflected in Selling, general, and administrative expenses and were insignificant in all periods presented. 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.
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.
Our 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.
Our AHS segment supplies critical workflow solutions enabling healthcare providers to deliver exceptional patient care more efficiently. Our offerings include instrument sterilization solutions, instrument tracking, biomedical test tools, radiation detection and safety monitoring, and end-to-end clinical productivity software and solutions. Our healthcare offerings help ensure critical safety standards are met, instruments and operating rooms are working at peak performance, and complex procedures are followed accurately in these mission-critical healthcare environments.
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 financial statements for all periods presented reflect this business as a discontinued operation. Unless otherwise indicated, all references in this Annual Report refer to continuing operations. Refer to Note 3 of the consolidated financial statements for additional information.
Acquisitions
During the year ended December 31, 2025, we made two acquisitions, one in each of our segments, with aggregate cash consideration totaling $25.7 million, net of acquired cash. These acquisitions are intended to accelerate our strategy and strengthen our product portfolio to provide world-class solutions to our customers. We recorded approximately $15.9 million of goodwill, which is not tax deductible, and $11.4 million of intangible assets consisting of customer relationships, technology, and trade names. All other acquired assets and assumed liabilities are immaterial.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base these estimates on historical experience, the current economic environment, and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates.
Cash and Equivalents—We consider all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.
Accounts Receivable and Allowances for Doubtful Accounts—We measure our allowance to reflect expected credit losses over the remaining contractual life of the asset. Expected credit losses for the pooled assets are estimated based on historical loss experience, credit quality, the durations of outstanding account receivables, and expectations of the future economic environment. Expected credit losses of the assets originating during the year and changes to expected losses in the same period are recognized in earnings.
All trade accounts and unbilled receivables are recorded within the Consolidated Balance Sheet, adjusted for any write-offs, and net of allowances for credit losses. We regularly perform detailed reviews of our portfolios to evaluate the collectability of receivables based on a combination of past, current, and future financial and qualitative factors that may affect customers’ ability to pay. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. Amounts determined to be uncollectible are charged directly against the allowances.
The allowance for doubtful accounts as well as the provision for credit losses, write-off activity and recoveries for the periods presented were immaterial. We do not believe that accounts receivable represent significant concentrations of credit risk because of the diversified portfolio of individual customers and geographical areas.
The allowance for unbilled receivables was immaterial for all periods.
Inventory Valuation—Inventories include the costs of material, labor, and overhead. Substantially all inventories are stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method.
Property, Plant, and Equipment—Property, plant, and equipment are carried at cost. The provision for depreciation has been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets as follows:
| Category | Useful Life | |||||||
| Buildings | 30 years | |||||||
| Leased assets and leasehold improvements | Amortized over the lesser of the economic life of the asset or the term of the lease | |||||||
| Machinery, equipment and other | 3 – 10 years |
The classes of property, plant and equipment as of December 31 are summarized as follows ($ in millions):
| 2025 | 2024 | ||||||||||
| Land and improvements | $ | 8.7 | $ | 9.2 | |||||||
| Buildings and leasehold improvements | 135.4 | 140.9 | |||||||||
| Machinery, equipment and other | 555.9 | 475.0 | |||||||||
| Gross property, plant and equipment | 700.0 | 625.1 | |||||||||
| Less: accumulated depreciation | (430.2) | (392.2) | |||||||||
| Property, plant and equipment, net | $ | 269.8 | $ | 232.9 |
Property, plant, and equipment are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized based on estimated fair values if the sum of estimated future undiscounted cash flows of the related assets is less than the carrying values. There were no impairment losses during the years ended December 31, 2025, 2024, or 2023.
Investments—We account for our equity investments using either the measurement alternative approach when the fair value of the investment is not readily determinable and we do not have the ability to exercise significant influence, or the equity method of accounting when it is determined that we have significant influence over but do not have a controlling financial interest.
Investments accounted for using the measurement alternative approach are initially recorded at cost and adjusted for changes in the fair value from observable transactions. For investments accounted for using the equity method of accounting, we record the investments at cost and subsequently adjust the investment balance each period for our share of the investee’s income or loss and dividends received from the investee. These investments are subject to a periodic impairment review. There were no material impairment losses during the years ended December 31, 2025, 2024, or 2023.
There was no loss from equity investments during the year ended December 31, 2025. We recorded a loss from equity investments of $39.4 million and $17.3 million during the years ended December 31, 2024 and 2023, respectively. The losses are recorded within Other non-operating expense, net in our Consolidated Statement of Earnings.
Other Assets—Other assets principally include operating lease right-of-use assets, contract assets, deferred tax assets, and other investments.
Fair Value of Financial Instruments—Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, nonqualified deferred compensation plans, obligations under trade accounts payable, and short and long-term debt. Due to their short-term nature, the carrying values for accounts receivable, trade accounts payable, and short-term debt approximate fair value. Refer to Note 5 for the fair values of our other obligations.
Goodwill and Other Intangible Assets—Goodwill and other intangible assets result from our business acquisitions. In accordance with accounting standards related to business combinations, goodwill and indefinite-lived intangible assets are not amortized; however, certain finite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are amortized over their estimated useful lives. We review identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. We also test intangible assets with indefinite lives and goodwill at least annually for impairment. The impairment analysis for indefinite-lived assets requires an evaluation of each asset’s fair value, which is based on management’s estimates of sales growth rates, royalty rates, and applicable discount rates. Refer to Note 4 for additional information about our goodwill and other intangible assets.
Revenue Recognition—We derive revenue from the sale of products 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 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.
For revenue related to a product or service to qualify for recognition, we must have an enforceable contract with a customer that defines the goods or services to be transferred and the payment terms related to those goods or services. Further, collection of substantially all consideration for the goods or services transferred must be probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a combination of financial and qualitative factors, including the customer’s financial condition, collateral, debt-servicing ability, past payment experience, and credit bureau information.
Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are considered in determining the transaction price for the contract. These allowances and rebates are reflected as a reduction in the contract transaction price. Judgment is exercised in determining product returns, customer allowances, and rebates, and are estimated based on historical experience and known trends.
Most of our sales contracts contain standard terms and conditions. We evaluate contracts to identify distinct goods and services promised in the contract (performance obligations). Sometimes this evaluation involves judgment to determine whether the goods or services are highly dependent on or highly interrelated with one another, or whether such goods or services significantly modify or customize one another. Certain customer arrangements include multiple performance obligations, typically hardware, software, SaaS, implementation/installation, training, consulting, other services, and/or PCS. Generally, these elements are delivered within the same reporting period, except SaaS, PCS, and other services. We allocate the contract transaction price to each performance obligation on a relative standalone selling price basis. We estimate standalone selling price using the observable price that the good or service sells for separately in similar circumstances and to similar customers or, if observable price is not available, other methods. Allocating the transaction price to each performance obligation sometimes requires significant judgment.
Revenue from sales of hardware is recognized when control transfers to the customer, which is generally when the product is shipped. If any significant obligation to the customer with respect to a sales transaction remains to be fulfilled following
shipment (typically installation, other services noted above, or acceptance by the customer), revenue recognition is deferred until such obligations have been fulfilled. Further, revenue related to separately priced extended warranty and product maintenance agreements is deferred when appropriate and recognized as revenue over the term of the agreement.
Shipping and Handling—Shipping and handling costs are included as a component of Cost of sales in the Consolidated Statements of Earnings. Revenue derived from shipping and handling costs billed to customers is included in Sales of products in the Consolidated Statements of Earnings.
Advertising—Advertising costs are expensed as incurred.
Research and Development—We conduct research and development activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use, and reliability of our existing products, and expanding the applications for which uses of our products are appropriate. Research and development costs are expensed as incurred.
Restructuring—We may initiate restructuring activities to appropriately position our cost base relative to prevailing economic conditions and associated customer demand, as well as in connection with certain acquisitions. Costs associated with restructuring actions can include one-time termination benefits and related charges, facility closure costs, contract termination, and other related activities. We record the cost of the restructuring activities when the associated liability is incurred.
In the fourth quarter of 2024, we initiated a discrete restructuring plan that was initially expected to be completed by December 31, 2025, and has been extended through 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 2023, we initiated and completed a separate discrete restructuring plan that was completed by the end of 2023. The nature of the activities in 2023 was broadly consistent throughout our segments and consisted primarily of targeted workforce reductions in response to overall macroeconomic and other external conditions.
We incurred charges of $32 million, $10 million, and $38 million during the years ended December 31, 2025, 2024, and 2023, respectively. These charges are recorded within Cost of sales and Selling, general, and administrative expenses in the Consolidated Statements of Earnings. Accrued restructuring costs were approximately $13 million and $7 million as of December 31, 2025 and 2024, respectively, and are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.
Foreign Currency Transaction and Translation—Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings. Net foreign currency transaction losses were $5.1 million, $11.5 million and $4.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates and income statement accounts are translated at weighted average exchange rates. These foreign currency translation impacts are reflected as a component of accumulated other comprehensive income (loss) (“AOCI”) within Stockholders’ equity. As discussed below, the Company uses its foreign currency-denominated debt to partially hedge its net investments in foreign operations against adverse movements in exchange rates.
Accounting for Stock-Based Compensation—We account for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”), based on the fair value of the award as of the grant date. Equity-based compensation expense is recognized net of an estimated forfeiture rate over the requisite service period. Generally, equity awards are subject to graded vesting and compensation expense is recognized separately over each vesting tranche of the award, resulting in an accelerated expense recognition pattern. Refer to Note 13 for additional information.
Income Taxes—In accordance with GAAP, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which the tax benefit has already been reflected on our Consolidated Statements of Earnings. Deferred tax liabilities generally represent items that have already been taken as a deduction on our tax return but have not yet been recognized as an expense in our Consolidated Statements of Earnings. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date.
Our deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. We evaluate the realizability of deferred income tax assets for each of the jurisdictions in which we operate. If we experience cumulative pretax income in a particular jurisdiction in the three-year period including the current and prior two years, we normally conclude that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized,
unless known or planned operating developments would lead management to conclude otherwise. However, if we experience cumulative pretax losses in a particular jurisdiction in the three-year period including the current and prior two years, we then consider a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in the particular country, and prudent and feasible tax planning strategies. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, we would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, we establish a valuation allowance.
We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgment is required in evaluating tax positions and determining income tax provisions. We reevaluate the technical merits of our tax positions and may recognize an uncertain tax benefit in certain circumstances, including when: (1) a tax audit is completed; (2) applicable tax laws change, including a tax case ruling or legislative guidance; or (3) the applicable statute of limitations expires. We recognize potential accrued interest and penalties associated with unrecognized tax positions in income tax expense.
For the year ended December 31, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, on a prospective basis*.* Refer to Note 11 for additional information.
Accumulated Other Comprehensive Income (Loss)—AOCI refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
On the Distribution Date, due to certain investments in foreign subsidiaries transferred to Ralliant, the Company de-designated as net investment hedges the outstanding €500 million Euro-denominated senior unsecured notes due 2026, €275 million Euro-denominated term loan, and ¥14.4 billion Yen-denominated term loan. Refer to Note 8 for further detail on the repayments of these debt instruments during the third quarter of 2025. As of December 31, 2025, a portion of the €700 million Euro-denominated senior unsecured notes due 2029 remained designated as a net investment hedge on our investment in applicable foreign operations.
When designated as net investment hedge, the after-tax foreign currency transaction gains and losses on the debt were deferred in the foreign currency translation component of 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. Concurrent with the Separation, cumulative net foreign currency transaction losses of $120 million were reclassified from AOCI into retained earnings.
We recognized after-tax foreign currency transaction losses of $161.1 million, gains of $60.4 million, and losses of $1.2 million during the years ended December 31, 2025, 2024, and 2023, respectively, on the debt that was deferred in the foreign currency translation component of AOCI as an offset to the foreign currency translation adjustments on our investments in foreign subsidiaries. We recorded no ineffectiveness from our net investment hedges during the years ended December 31, 2025, 2024, and 2023. During the year ended December 31, 2025, the foreign currency transaction losses associated with Euro-denominated notes not designated as a net investment hedge were immaterial.
The changes in AOCI by component are summarized below ($ in millions):
| Foreign currency translation adjustments | Pension & post- retirement plan benefit adjustments (b) | Total | |||||||||||||||
| Balance, December 31, 2022 | $ | (301.4) | $ | (24.3) | $ | (325.7) | |||||||||||
| Other comprehensive income (loss) before reclassifications, net of income taxes | 9.7 | (10.1) | (0.4) | ||||||||||||||
| Amounts reclassified from AOCI into income: | |||||||||||||||||
| Increase (decrease) | — | 0.1 | (a) | 0.1 | |||||||||||||
| Income tax impact | — | (0.1) | (0.1) | ||||||||||||||
| Amounts reclassified from AOCI into income, net of income taxes: | — | — | — | ||||||||||||||
| Net current period other comprehensive income (loss): | 9.7 | (10.1) | (0.4) | ||||||||||||||
| Balance, December 31, 2023 | $ | (291.7) | $ | (34.4) | $ | (326.1) | |||||||||||
| Other comprehensive income (loss) before reclassifications, net of income taxes | (146.7) | 0.2 | (146.5) | ||||||||||||||
| Amounts reclassified from AOCI into income: | |||||||||||||||||
| Increase (decrease) | 7.0 | 0.3 | (a) | 7.3 | |||||||||||||
| Income tax impact | — | (0.1) | (0.1) | ||||||||||||||
| Amounts reclassified from AOCI into income, net of income taxes | 7.0 | 0.2 | 7.2 | ||||||||||||||
| Net current period other comprehensive income (loss) | (139.7) | 0.4 | (139.3) | ||||||||||||||
| Balance, December 31, 2024 | $ | (431.4) | $ | (34.0) | $ | (465.4) | |||||||||||
| Other comprehensive income (loss) before reclassifications, net of income taxes | 174.1 | (0.4) | 173.7 | ||||||||||||||
| Amounts reclassified from AOCI into income: | |||||||||||||||||
| Increase (decrease) | — | 0.6 | (a) | 0.6 | |||||||||||||
| Income tax impact | — | (0.2) | (0.2) | ||||||||||||||
| Amounts reclassified from AOCI into income, net of income taxes | — | 0.4 | 0.4 | ||||||||||||||
| Net current period other comprehensive income (loss) | 174.1 | — | 174.1 | ||||||||||||||
| PT Separation (c) | 316.1 | 16.2 | 332.3 | ||||||||||||||
| Balance, December 31, 2025 | $ | 58.8 | $ | (17.8) | $ | 41.0 | |||||||||||
| (a) This component of AOCI is included in the computation of net periodic pension cost (refer to Note 9). | |||||||||||||||||
| (b) Includes balances relating to defined benefit plans, supplemental executive retirement plans, and other postretirement employee benefit plans. | |||||||||||||||||
| (c) Reflects the reclassification of cumulative translation adjustments as a result of the PT Separation. Refer to Note 3 for additional details. | |||||||||||||||||
Pension—We measure our pension assets and obligations to determine the funded status as of December 31st each year, and recognize an asset for an overfunded status or a liability for an underfunded status in our Consolidated Balance Sheets. Changes in the funded status of the pension plans are recognized in the year in which the changes occur and are recorded within Other comprehensive income (loss). We record all components of net periodic pension costs, with the exception of service costs, in other non-operating expenses as a component of non-operating income in the accompanying Consolidated Statements of Earnings. Service costs are recorded within Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Earnings according to the classification of the participant’s compensation. Refer to Note 9 for additional information on our pension plans including a discussion of actuarial assumptions.
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 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 contract 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. This standard is effective for fiscal year ending December 31, 2026 and interim periods within 2026, with early adoption permitted, and should be applied on a prospective basis. We are not anticipating this standard to have a material impact on our consolidated financial statements.
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 may 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.
NOTE 3. DISCONTINUED OPERATIONS
On the Distribution Date, the Company completed the PT Separation by distributing all of the issued and outstanding shares of Ralliant, the entity that was created to hold the corresponding businesses, to Fortive stockholders on a pro rata basis. To effect the Separation, the Company distributed to its stockholders one share of Ralliant common stock for every three shares of Fortive common stock held on June 16, 2025, the record date for the distribution. Fortive stockholders received cash in lieu of any fractional shares of Ralliant common stock that they would have received after application of this ratio.
In preparation for the Separation, on May 15, 2025, Ralliant entered into a credit agreement with a syndicate of banks and on June 27, 2025, borrowed $1.15 billion to fund the $1.15 billion cash dividend Ralliant made to Fortive prior to the Distribution Date (the “Ralliant Dividend”).
The accounting requirements for reporting Ralliant as a discontinued operation were met when the Separation was completed. Accordingly, the accompanying consolidated financial statements for all periods presented reflect this business as a discontinued operation.
In connection with the Separation, the Company incurred $112 million in Separation-related costs during the year ended December 31, 2025, which were recorded within net earnings (loss) from discontinued operations in the Consolidated Condensed Statements of Earnings. These costs were primarily related to professional fees associated with finance, tax, legal, banking and information technology services as well as redundant general and administrative costs.
Fortive and Ralliant entered into various agreements to effect the Separation and to provide a framework for their relationship after the Separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement, a Fortive Business System (“FBS”) license agreement and a Fort solutions license agreement. These agreements provide for the allocation between Fortive and Ralliant of assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the Separation and govern certain relationships between Fortive and Ralliant after the Separation. The amounts paid and received by Fortive for transition services provided under the above agreements, as well as sales and purchases to and from Ralliant, were not material to the Company’s results of operations during the year ended December 31, 2025.
The key components of income from discontinued operations for the year ended months ended December 31, 2025 and December 31, 2024 were as follows ($ in millions):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Sales | $ | 983.5 | $ | 2,150.9 | $ | 2,151.4 | |||||||||||
| Cost of sales | (489.9) | (1,039.0) | (1,034.4) | ||||||||||||||
| Selling, general and administrative expenses | (339.9) | (522.0) | (396.4) | ||||||||||||||
| Research and development expenses | (83.0) | (162.7) | (160.8) | ||||||||||||||
| Gain on sale of property | — | 63.1 | — | ||||||||||||||
| Loss from divestiture | — | (25.6) | — | ||||||||||||||
| Other expenses | (0.5) | (1.4) | (2.0) | ||||||||||||||
| Earnings from discontinued operations before income taxes | 70.2 | 463.3 | 557.8 | ||||||||||||||
| Income taxes | (23.7) | (112.9) | (100.4) | ||||||||||||||
| Net earnings from discontinued operations | $ | 46.5 | $ | 350.4 | $ | 457.4 |
The following table summarizes the major classes of assets and liabilities of discontinued operations that were included in the Company’s Consolidated Condensed Balance Sheets as of December 31, 2024.
| ($ in millions) | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Accounts receivable, net | $ | 284.1 | |||||||||
| Inventories | 275.0 | ||||||||||
| Prepaid expenses and other current assets | 55.2 | ||||||||||
| Total current assets, discontinued operations | 614.3 | ||||||||||
| Property, plant and equipment, net | 200.2 | ||||||||||
| Other non-current assets | 146.2 | ||||||||||
| Goodwill | 2,940.0 | ||||||||||
| Other intangible assets, net | 809.6 | ||||||||||
| Total other assets, discontinued operations | 4,096.0 | ||||||||||
| Total assets, discontinued operations | $ | 4,710.3 | |||||||||
| LIABILITIES | |||||||||||
| Trade accounts payable | $ | 252.0 | |||||||||
| Accrued expenses and other current liabilities | 316.5 | ||||||||||
| Total current liabilities, discontinued operations | 568.5 | ||||||||||
| Other long-term liabilities | 403.8 | ||||||||||
| Total liabilities, discontinued operations | $ | 972.3 |
The assets from discontinued operations as of December 31, 2025 were $20.8 million, which consisted of receivables from Ralliant related to the tax matters agreement and pass through arrangements. During the year ended December 31, 2025, we received cash payments from Ralliant of $135 million 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 Statement of Cash Flows.
NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired, less assumed liabilities. We assess the goodwill of each of our reporting units for impairment at least annually as of the first day of the fourth quarter and as “triggering” events occur that indicate that it is more likely than not that an impairment exists. We performed both qualitative and quantitative impairment tests for reporting units, as determined to be appropriate.
We estimate the fair value of our reporting units primarily using a market approach, based on multiples of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) determined by current trading market multiples of earnings for
companies operating in businesses similar to each of our reporting units, in addition to recent market available sale transactions of comparable businesses. In certain circumstances we also evaluate other factors including results of the estimated fair value utilizing a discounted cash flow analysis (i.e., an income approach), market positions of the businesses, comparability of market sales transactions, and financial and operating performance in order to validate the results of the market approach. If the estimated fair value of the reporting unit is less than its carrying value, we will impair the goodwill for the amount of the carrying value in excess of the fair value.
We performed goodwill impairment testing for our reporting units, and no goodwill impairment charges were recorded for the years ended December 31, 2025, 2024, and 2023. We assessed all potential indicators of impairment subsequent to the performance of the 2025 annual impairment test and, as a result, have not identified any impacts to goodwill. The factors used by management in its impairment analysis are inherently subject to uncertainty. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken against net earnings.
The following is a rollforward of our goodwill by segment ($ in millions):
| Intelligent Operating Solutions | Advanced Healthcare Solutions | Total | |||||||||||||||
| Balance, December 31, 2023 | $ | 4,148.9 | $ | 3,116.3 | $ | 7,265.2 | |||||||||||
| Measurement period adjustments for prior year acquisitions | 0.6 | — | 0.6 | ||||||||||||||
| Foreign currency translation and other | (27.8) | (22.0) | (49.8) | ||||||||||||||
| Balance, December 31, 2024 | 4,121.7 | 3,094.3 | 7,216.0 | ||||||||||||||
| Attributable to current year acquisitions (a) | 15.1 | 0.8 | 15.9 | ||||||||||||||
| Foreign currency translation and other | 45.9 | 20.5 | 66.4 | ||||||||||||||
| Balance, December 31, 2025 | $ | 4,182.7 | $ | 3,115.6 | $ | 7,298.3 | |||||||||||
| (a) Refer to Note 1 for further detail on the current year acquisitions. |
Finite-lived intangible assets are amortized over the shorter of their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major category of intangible asset as of December 31 ($ in millions):
| 2025 | 2024 | ||||||||||||||||||||||
| Gross Carrying Amount (a) | Accumulated Amortization (a) | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| Finite-lived intangibles: | |||||||||||||||||||||||
| Patents and technology | $ | 917.6 | $ | (671.1) | $ | 916.9 | $ | (573.7) | |||||||||||||||
| Customer relationships and other intangibles | 3,195.7 | (1,711.2) | 3,183.6 | (1,459.5) | |||||||||||||||||||
| Trademarks and trade names | 186.2 | (38.7) | 121.4 | (29.1) | |||||||||||||||||||
| Total finite-lived intangibles | 4,299.5 | (2,421.0) | 4,221.9 | (2,062.3) | |||||||||||||||||||
| Indefinite-lived intangibles: | |||||||||||||||||||||||
| Trademarks and trade names | 309.9 | — | 370.9 | — | |||||||||||||||||||
| Total intangibles | $ | 4,609.4 | $ | (2,421.0) | $ | 4,592.8 | $ | (2,062.3) | |||||||||||||||
| (a) During the year ended December 31, 2025, certain trademarks and trade names were reclassified from indefinite-lived intangible assets to finite-lived intangibles. We performed an impairment test at the time of the reclassification and determined that no impairment had occurred. | |||||||||||||||||||||||
Total intangible amortization expense in 2025, 2024, and 2023 was $368 million, $369 million and $367 million, respectively. Based on the intangible assets recorded as of December 31, 2025, amortization expense is estimated to be $354 million during 2026, $324 million during 2027, $298 million during 2028, $222 million during 2029, and $143 million during 2030.
We evaluated events or circumstances that may indicate the carrying value of our intangible assets may not be fully recoverable during the year ended December 31, 2025, and recorded no impairments.
NOTE 5. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value for assets and liabilities required to be carried at fair value, and provide for certain disclosures related to the valuation methods used within the valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows:
-
Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets.
-
Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation.
-
Level 3 inputs are unobservable inputs based on our assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):
| Quoted Prices in Active Market (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| Deferred compensation liabilities, as of December 31, 2025 | $ | — | $ | 39.1 | $ | — | $ | 39.1 | |||||||||||||||
| Deferred compensation liabilities, as of December 31, 2024 | $ | — | $ | 39.2 | $ | — | $ | 39.2 |
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 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 Statements of Earnings.
Non-recurring Fair Value Measurements
Certain non-financial and financial assets that are not required to be measured at fair value on a recurring basis and are reported at 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. Refer to Note 2 for additional information about these assets.
Fair Value of Other Financial Instruments
The carrying amounts and fair values of financial instruments as of December 31 were as follows ($ in millions):
| 2025 | 2024 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Current portion of long-term debt | $ | 899.5 | $ | 895.7 | $ | 376.2 | $ | 376.3 | |||||||||||||||
| Long-term debt, net of current maturities | 2,306.5 | 2,239.2 | 3,331.1 | 3,243.8 |
As of December 31, 2025 and 2024, the current portion of long-term debt and long-term debt, net of current maturities were categorized as Level 1.
The fair value of the long-term borrowings were based on quoted market prices. 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.
Refer to Note 9 for information related to the fair value of the assets related to the significant Company-sponsored noncontributory defined benefit pension plans.
NOTE 6. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities as of December 31 were as follows ($ in millions):
| 2025 | 2024 | ||||||||||||||||||||||
| Current | Long-term | Current | Long-term | ||||||||||||||||||||
| Deferred revenue | $ | 440.3 | $ | 24.1 | $ | 410.1 | $ | 23.1 | |||||||||||||||
| Compensation and other post-retirement benefits | 189.0 | 44.6 | 184.0 | 44.3 | |||||||||||||||||||
| Taxes, income and other | 120.4 | 545.1 | 102.8 | 667.3 | |||||||||||||||||||
| Operating lease liabilities | 27.0 | 73.6 | 24.8 | 73.1 | |||||||||||||||||||
| Pension obligations | 1.0 | 26.6 | 0.9 | 27.4 | |||||||||||||||||||
| Other | 133.0 | 9.5 | 145.7 | 12.0 | |||||||||||||||||||
| Total | $ | 910.7 | $ | 723.5 | $ | 868.3 | $ | 847.2 |
NOTE 7. LEASES
We determine if an arrangement is or contains a lease at inception and recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms greater than 12 months. We have operating leases for office space, warehouses, distribution centers, research and development facilities, manufacturing locations, and certain equipment, primarily automobiles. Many leases include optional terms, ranging from options to terminate the lease in less than one year to options to extend the lease for up to 15 years. We include optional periods as part of the lease term when we determine that we are reasonably certain to exercise the renewal option or we will not early terminate the lease. Reasonably certain is based on economic incentives and represents a high threshold. We have lease agreements with lease and non-lease components, and we have elected the practical expedient for all underlying asset classes to account for the lease and related non-lease component(s) as a single lease component.
Supplemental information related to operating leases for each period is presented as follows ($ in millions):
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Right-of-use (“ROU”) assets (a) | $ | 96.1 | $ | 91.8 | |||||||
| Operating lease liabilities (b) | 100.6 | 97.9 | |||||||||
| (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. |
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Operating lease costs | $ | 30.6 | $ | 32.0 | $ | 34.4 | |||||||||||
| Cash paid for operating leases | $ | 31.5 | $ | 32.6 | $ | 33.0 | |||||||||||
| ROU assets obtained in exchange for operating lease obligations | 17.5 | 4.2 | 13.0 |
The following table presents the maturities of our operating lease liabilities as of December 31, 2025 ($ in millions):
| 2026 | $ | 25.4 | |||
| 2027 | 25.1 | ||||
| 2028 | 18.8 | ||||
| 2029 | 14.6 | ||||
| 2030 | 7.5 | ||||
| Thereafter | 15.3 | ||||
| Total lease payments | 106.7 | ||||
| Less: imputed interest | (6.1) | ||||
| Total operating lease liabilities | $ | 100.6 |
As of December 31, 2025 and 2024, the weighted average lease term of our operating leases were both approximately 7 years, and the weighted average discount rate of our operating leases was 3.1% and 3.2%, respectively. We primarily use our incremental borrowing rate as the discount rate for our operating leases, as we are generally unable to determine the interest rate implicit in the lease.
As of December 31, 2025, operating leases for which the lease term had not yet commenced were immaterial.
NOTE 8. FINANCING
The components of our debt as of December 31 were as follows ($ in millions):
| 2025 | 2024 | ||||||||||
| U.S. dollar-denominated commercial paper | $ | 650.0 | $ | 650.0 | |||||||
| 3.7% Euro-denominated senior unsecured notes due 2026 | 291.3 | 517.7 | |||||||||
| 3.7% Euro-denominated senior unsecured notes due 2029 | 822.2 | 724.8 | |||||||||
| 3.15% senior unsecured notes due 2026 | 900.0 | 900.0 | |||||||||
| 4.30% senior unsecured notes due 2046 | 550.0 | 550.0 | |||||||||
| Euro Term Loan due 2025 | — | 284.7 | |||||||||
| Yen Term Loan due 2025 | — | 91.6 | |||||||||
| Long-term debt, principal amounts | 3,213.5 | 3,718.8 | |||||||||
| Less: aggregate unamortized debt discounts, premiums, and issuance costs | 7.5 | 11.5 | |||||||||
| Long-term debt, carrying value | 3,206.0 | 3,707.3 | |||||||||
| Less: current portion of long-term debt, carrying value | 899.5 | 376.2 | |||||||||
| Long-term debt, net of current maturities | $ | 2,306.5 | $ | 3,331.1 |
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 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 our Commercial Paper Programs is provided by a five-year $2.0 billion senior unsecured revolving credit facility that expires on October 18, 2027 (the “Revolving Credit Facility”) which, to the extent not otherwise providing credit support for our Commercial Paper Programs, can also be used for working capital and other general corporate purposes. As of December 31, 2025, no borrowings were outstanding under the Revolving Credit Facility. Refer to the section below for further discussion on the Revolving Credit Facility.
The details of our Commercial Paper Programs as of December 31, 2025 were as follows ($ in millions):
| Carrying value (a) | Weighted average annual effective rate | Weighted average maturity (in days) | |||||||||||||||
| U.S. dollar-denominated commercial paper | $ | 649.0 | 4.0 | % | 33 | ||||||||||||
| (a) Net of unamortized debt discount. |
The availability of the Revolving Credit Facility as a standby liquidity facility to repay maturing commercial paper is an important factor in maintaining the Commercial Paper Programs’ credit ratings. We expect to limit any future borrowings under the Revolving Credit Facility to amounts that would leave sufficient credit available under the facility to allow us to borrow, if needed, to repay any outstanding commercial paper as it matures.
We classified our borrowings outstanding under the Commercial Paper Programs as of December 31, 2025 as Long-term debt in the accompanying Consolidated Balance Sheets as we have 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.
Credit Facilities
Revolving Credit Facility
We have a five-year $2.0 billion Revolving Credit Facility that was last amended on October 18, 2022 (the “Amended and Restated Credit Agreement”), which extended the availability period of the Revolving Credit Facility to October 18, 2027 with an additional 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 increase in the amounts available under the Revolving Credit Facility of up to an aggregate additional $1.0 billion.
We are obligated to pay an annual facility fee for the Revolving Credit Facility of between 6.5 and 15 basis points varying according to our long-term debt credit rating. Borrowings under the new 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 10 basis points Credit Spread Adjustment (“CSA”) plus a margin of between 68.5 and 110.0 basis points, depending on our long-term debt credit rating or (2) 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 in each case a margin between zero and 10 basis points depending on our long-term debt credit rating.
In addition, performance relative to our annual greenhouse gas reduction targets, the interest rate on any borrowings can increase or decrease by 4.0 basis points and the facility fee can increase or decrease by 1.0 basis points, for a maximum impact of an increase or decrease of 5.0 basis points.
The Amended and Restated Credit Agreement requires us to maintain a consolidated net leverage ratio of debt to consolidated EBITDA (as defined in the Credit Agreement) of less than 3.5 to 1.0. The maximum consolidated net leverage ratio will be increased to 4.0 to 1.0 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by us in which the purchase price exceeds $250 million. The Amended and Restated Credit Agreement also contains customary representations, warranties, conditions precedent, events of default, indemnities, and affirmative and negative covenants.
Euro-denominated Senior Unsecured Notes Due 2026 and 2029
On February 13, 2024, we completed the registered offering of the following Euro-denominated senior unsecured notes:
-
€500 million in aggregate principal amount of our 3.7% Euro-denominated senior unsecured notes due 2026 (the “2026 Notes”) issued at 99.928% of their principal amount and bearing interest at 3.7% per annum. The 2026 Notes mature on February 13, 2026 with interest payable in arrears on February 13 of each year, beginning in 2025.
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€700 million in aggregate principal amount of our 3.7% Euro-denominated senior unsecured notes due 2029 (the “2029 Notes”) issued at 99.943% of their principal amount and bearing interest at 3.7% per annum. The 2029 Notes mature on August 15, 2029 with interest payable in arrears on August 15 of each year, beginning in 2024.
The net proceeds from the offering, after underwriting discounts and commissions and offering expenses, were approximately $1.3 billion based on the currency exchange rates at which the Euro denominated proceeds were converted into U.S. dollars.
We used the net proceeds to refinance the $1.0 billion outstanding principal of the Delayed-Draw Term Loan Due 2024, refinance borrowings under the U.S. dollar-denominated commercial paper, and for general corporate purposes.
Redemption Provisions and Covenants Applicable to 2026 and 2029 Notes
Prior to July 15, 2029 for the 2029 Notes, and prior to maturity for the 2026 Notes, we may redeem the applicable series of notes at our option, in whole or in part, at any time and from time to time, at the applicable make-whole redemption price specified in the indentures. On or after July 15, 2029, we may redeem the 2029 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2029 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
We may, at our option, redeem the applicable series of notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of such series of notes to be redeemed, together with any accrued and unpaid interest thereon to, but not including, the redemption date, at any time, if as a result of any change in, or amendment to, the laws, regulations, treaties, or rulings of the United States or any political subdivision of or in the United States or any taxing authority thereof or therein affecting taxation, or any change in, or amendment to, the application, official interpretation, administration or enforcement of such laws, regulations, treaties or rulings (including a holding by a court of competent jurisdiction in the United States), which change or amendment is enacted, adopted, announced or become effective, we become or, based upon a written opinion of independent counsel selected by us, will become obligated to pay additional amounts with respect to the applicable series of notes.
If a change of control triggering event occurs, we will, in certain circumstances, be required to make an offer to repurchase the notes from each holder at a purchase price equal to 101% of the principal amount of the notes being repurchased, plus accrued and unpaid interest to, but not including the repurchase date. A change of control triggering event is defined as the occurrence of both a change of control and a rating event, each as defined in the indentures. Except in connection with a change of control triggering event, the 2026 Notes and 2029 Notes do not have any credit rating downgrade triggers that would accelerate the maturity of the notes. The 2026 Notes and 2029 Notes contain customary covenants, and none of these covenants are considered restrictive to our operations.
During the third quarter of 2025, Fortive used approximately $302 million of the Ralliant Dividend to redeem €252 million of the outstanding principal of the 2026 Notes, and the accrued interest thereon, with €248 million, or approximately $291 million remaining outstanding following such redemption.
Financing Transactions Subsequent to December 31, 2025
During February 2026, we refinanced €248 million of the outstanding principal on the 2026 Notes and accrued interest thereon, primarily using the proceeds from the commercial paper issued under the U.S. dollar and Euro-denominated commercial paper programs during the first quarter of 2026.
Registered Notes
As of December 31, 2025, we had outstanding the following senior notes, collectively the “Registered Notes”:
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$900 million aggregate principal amount of senior notes due June 15, 2026 issued at 99.644% of their principal amount and bearing interest at the rate of 3.15% per year.
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$350 million and $200 million aggregate principal amounts of senior notes due June 15, 2046 issued at 99.783% and 101.564%, respectively, of their principal amounts and bearing interest at the rate of 4.30% per year.
Interest on the Registered Notes is payable semi-annually in arrears on June 15 and December 15 of each year.
Covenants and Redemption Provisions Applicable to Registered Notes
We may redeem the Registered Notes of the applicable series, in whole or in part, at any time prior to the dates specified in the Registered Notes indenture (the “Call Dates”) by paying the principal amount and the “make-whole” premium specified in the Registered Notes indenture, plus accrued and unpaid interest. Additionally, we may redeem all or any part of the Registered Notes of the applicable series on or after the Call Dates without paying the “make-whole” premium specified in the Registered Notes indenture. We may redeem the 3.15% senior unsecured notes due 2026 and the 4.30% senior unsecured notes due 2046 on or after March 15, 2026 and December 15, 2045, respectively.
If a change of control triggering event occurs, we will, in certain circumstances, be required to make an offer to repurchase the Registered Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. A change of
control triggering event is defined as the occurrence of both a change of control and a rating event, each as defined in the Registered Notes indenture. Except in connection with a change of control triggering event, the Registered Notes do not have any credit rating downgrade triggers that would accelerate the maturity of the Registered Notes.
The Registered Notes contain customary covenants, including limits on the incurrence of certain secured debt and sale/leaseback transactions.
None of the covenants from the Amended and Restated Credit Agreement, the 2026 and 2029 Notes, and the Registered Notes are considered restrictive to our operations and as of December 31, 2025, and we were in compliance with all of our covenants.
Euro and Yen Term Loan
In 2022, we entered into and drew down on a €275 million and a ¥14.4 billion senior unsecured term facility (“Euro Term Loan” and “Yen Term Loan”, respectively). During the third quarter of 2025, Fortive used $324 million and $98 million of the Ralliant Dividend to repay the outstanding principle of the Euro Term Loan and Yen Term Loan, and accrued interest thereon.
Delayed-Draw Term Loan due 2024
In 2023 and 2024, we drew down $550 million and $450 million under a delayed-draw senior unsecured term facility (“Delayed-Draw Term Loan Due 2024”), respectively. On February 13, 2024, we used the net proceeds from the 2026 Notes and 2029 Notes to refinance the entire $1.0 billion outstanding principal and accrued interest thereon.
The Company’s future minimum principal payments due are presented in the following table:
| 2026 | $ | 1,191.3 | |||
| 2027 | — | ||||
| 2028 | — | ||||
| 2029 | 822.2 | ||||
| 2030 | — | ||||
| Thereafter | 550.0 | ||||
| Total principal payments (a) | $ | 2,563.5 | |||
| (a) The table above does not include principal balance of $650 million under the Commercial Paper Programs. |
We made interest payments of $145 million, $136 million, and $131 million during the years ended December 31, 2025, 2024 and 2023, respectively.
NOTE 9. RETIREMENT BENEFIT PLANS
Certain employees participate in noncontributory defined benefit pension plans. In general, our policy is to fund these plans based on considerations relating to legal requirements, underlying asset returns, the plan’s funded status, the anticipated deductibility of the contribution, local practices, market conditions, interest rates, and other factors. Our U.S. pension plans are frozen, and as such, there are no ongoing benefit accruals associated with the U.S. pension plans. The following describes our significant pension plans as of December 31, 2025 and 2024.
The following sets forth the funded status of our plans and amounts recorded in Accumulated other comprehensive income (loss) as of the most recent actuarial valuations using measurement dates of December 31 ($ in millions):
| U.S. Pension Benefits | Non-U.S. Pension Benefits | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Change in pension benefit obligation: | |||||||||||||||||||||||
| Benefit obligation at beginning of year | $ | 30.6 | $ | 31.8 | $ | 115.4 | $ | 120.7 | |||||||||||||||
| Service cost | — | — | 3.0 | 2.4 | |||||||||||||||||||
| Interest cost | 1.6 | 1.6 | 2.9 | 3.1 | |||||||||||||||||||
| Employee contributions | — | — | 1.4 | 1.3 | |||||||||||||||||||
| Benefits paid and other plan costs | (2.2) | (2.1) | (6.5) | (5.1) | |||||||||||||||||||
| Actuarial loss (gain) | 0.7 | (0.7) | (8.7) | 3.3 | |||||||||||||||||||
| Amendments, settlements and curtailments | — | — | (0.6) | (3.7) | |||||||||||||||||||
| Plan acquisitions and other | — | — | (0.5) | 1.6 | |||||||||||||||||||
| Foreign exchange rate impact | — | — | 15.2 | (8.2) | |||||||||||||||||||
| Benefit obligation at end of year | 30.7 | 30.6 | 121.6 | 115.4 | |||||||||||||||||||
| Change in plan assets: | |||||||||||||||||||||||
| Fair value of plan assets at beginning of year | 29.0 | 27.6 | 91.2 | 93.0 | |||||||||||||||||||
| Actual return on plan assets | 3.5 | 2.4 | (2.3) | 5.4 | |||||||||||||||||||
| Employer contributions | 0.4 | 1.0 | 4.0 | 3.9 | |||||||||||||||||||
| Employee contributions | — | — | 1.4 | 1.3 | |||||||||||||||||||
| Amendments and settlements | — | — | (0.5) | (2.5) | |||||||||||||||||||
| Benefits paid and other plan costs | (2.1) | (2.0) | (6.4) | (5.1) | |||||||||||||||||||
| Plan acquisitions and other | — | — | (0.9) | 1.6 | |||||||||||||||||||
| Foreign exchange rate impact | — | — | 11.9 | (6.4) | |||||||||||||||||||
| Fair value of plan assets at end of year | 30.8 | 29.0 | 98.4 | 91.2 | |||||||||||||||||||
| Funded status | $ | 0.1 | $ | (1.6) | $ | (23.2) | $ | (24.2) | |||||||||||||||
The difference between the accumulated benefit obligation and the projected benefit obligation as of December 31, 2025 and 2024 is immaterial.
| U.S. Pension Benefits | Non-U.S. Pension Benefits | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Amounts recorded in the Consolidated Balance Sheets as of December 31 | |||||||||||||||||||||||
| Other assets | $ | 3.9 | $ | 2.2 | $ | 0.6 | $ | 0.3 | |||||||||||||||
| Accrued expenses and other current liabilities | (0.4) | (0.4) | (0.6) | (0.5) | |||||||||||||||||||
| Other long-term liabilities | (3.4) | (3.4) | (23.2) | (24.0) | |||||||||||||||||||
| Net amount | $ | 0.1 | $ | (1.6) | $ | (23.2) | $ | (24.2) |
| U.S. Pension Benefits | Non-U.S. Pension Benefits | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Amounts recorded in AOCI as of December 31 | |||||||||||||||||||||||
| Prior service cost | $ | — | $ | — | $ | 0.8 | $ | 0.6 | |||||||||||||||
| Net gain (loss) | 5.6 | 4.2 | (30.9) | (30.1) | |||||||||||||||||||
| Total pre-tax amount | $ | 5.6 | $ | 4.2 | $ | (30.1) | $ | (29.5) |
Components of net periodic pension cost
The following sets forth the components of net periodic pension cost for our plans for the years ended December 31 ($ in millions):
| U.S. Pension Benefits | Non-U.S. Pension Benefits | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Service cost | $ | — | $ | — | $ | — | $ | 3.0 | $ | 2.4 | $ | 2.3 | |||||||||||||||||||||||
| Interest cost | 1.6 | 1.6 | 1.6 | 2.9 | 3.1 | 3.5 | |||||||||||||||||||||||||||||
| Expected return on plan assets | (1.4) | (1.7) | (1.4) | (4.1) | (3.6) | (3.3) | |||||||||||||||||||||||||||||
| Amortization of net loss | — | — | — | 0.7 | 0.7 | 0.4 | |||||||||||||||||||||||||||||
| Amortization of prior service cost | — | — | — | — | — | 0.1 | |||||||||||||||||||||||||||||
| Net curtailment and settlement loss recognized | — | — | — | (0.1) | (0.9) | (0.1) | |||||||||||||||||||||||||||||
| Net periodic pension cost | $ | 0.2 | $ | (0.1) | $ | 0.2 | $ | 2.4 | $ | 1.7 | $ | 2.9 |
Weighted average assumptions used to determine benefit obligations at date of measurement
| U.S. Pension Plans | Non-U.S. Pension Plans | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Discount rate | 5.4 | % | 5.6 | % | 3.0 | % | 2.5 | % | |||||||||||||||
| Rate of compensation increase (a) | N/A | N/A | 2.4 | % | 2.4 | % | |||||||||||||||||
| (a) The frozen U.S. pension plans do not use the rate of compensation increase as an input in determining the benefit obligations at date of measurement. |
Weighted average assumptions used to determine net periodic pension cost at date of measurement
| U.S. Pension Plans | Non-U.S. Pension Plans | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Discount rate | 5.6 | % | 5.1 | % | 5.4 | % | 2.5 | % | 2.7 | % | 3.5 | % | |||||||||||||||||||||||
| Expected return on plan assets | 5.9 | % | 6.5 | % | 6.5 | % | 4.0 | % | 4.1 | % | 3.8 | % | |||||||||||||||||||||||
| Rate of compensation increase (a) | N/A | N/A | N/A | 2.4 | % | 2.6 | % | 2.6 | % | ||||||||||||||||||||||||||
| (a) The frozen U.S. pension plans do not use the rate of compensation increase as an input in determining the net periodic pension cost at date of measurement. |
The discount rates reflect the market rate on December 31 for high-quality fixed-income investments with maturities corresponding to our benefit obligations and are subject to change each year. Rates appropriate for each plan are determined based on investment grade instruments with maturities approximately equal to the average expected benefit payout under the plan.
The expected rates of return reflect the asset allocation of the plans and ranged from 2.0% to 5.9% in 2025, and 1.8% to 6.5% in both 2024 and 2023. The domestic plan rate is based primarily on broad publicly-traded-equity and fixed-income indices and forward-looking estimates of active portfolio and investment management. The expected rates of return on asset assumptions for the non-U.S. plans were determined on a plan-by-plan basis based on the composition of assets.
Plan Assets
Plan assets are invested in various mutual funds, insurance contracts, and other private investments as determined by the administrator of each plan. Certain mutual funds and other private investments, are valued using the net asset value (“NAV”) method as a practical expedient. The investments valued using the NAV method are allocated across a broad array of funds and diversify the portfolio. The value of the plan assets directly affects the funded status of our pension plans recorded in the financial statements.
The fair values of our pension plan assets as of December 31, 2025, by asset category were as follows ($ in millions):
| Quoted Prices in Active Market (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| Cash and equivalents | $ | 1.4 | $ | — | $ | — | $ | 1.4 | |||||||||||||||
| Mutual funds | — | 23.8 | — | 23.8 | |||||||||||||||||||
| Insurance contracts | — | 26.4 | — | 26.4 | |||||||||||||||||||
| Total | $ | 1.4 | $ | 50.2 | $ | — | $ | 51.6 | |||||||||||||||
| Investments measured at NAV(a): | |||||||||||||||||||||||
| Mutual funds | 68.8 | ||||||||||||||||||||||
| Other private investments | 8.8 | ||||||||||||||||||||||
| Total assets at fair value | $ | 129.2 | |||||||||||||||||||||
| (a) The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total fair value of plan assets. |
The fair values of our pension plan assets as of December 31, 2024, by asset category were as follows ($ in millions):
| Quoted Prices in Active Market (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| Cash and equivalents | $ | 0.4 | $ | — | $ | — | $ | 0.4 | |||||||||||||||
| Mutual funds | — | 26.0 | — | 26.0 | |||||||||||||||||||
| Insurance contracts | — | 21.3 | — | 21.3 | |||||||||||||||||||
| Total | $ | 0.4 | $ | 47.3 | $ | — | $ | 47.7 | |||||||||||||||
| Investments measured at NAV(a): | |||||||||||||||||||||||
| Mutual funds | 61.3 | ||||||||||||||||||||||
| Other private investments | 11.2 | ||||||||||||||||||||||
| Total assets at fair value | $ | 120.2 | |||||||||||||||||||||
| (a) The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total fair value of plan assets. |
Certain mutual funds are valued at the quoted closing price reported on the active market on which the individual securities are traded. Common stock, corporate bonds, and mutual funds that are not traded on an active market are valued at quoted prices reported by investment brokers and dealers based on the underlying terms of the security and comparison to similar securities traded on an active market.
Certain mutual funds and other private investments are valued using NAV based on the information provided by the asset fund managers, which reflects the plan’s share of the fair value of the net assets of the investment.
Expected Contributions
During 2025, we contributed $0.4 million and $4 million to our U.S. and non-U.S. defined benefit pension plans, respectively. During 2026, our cash contribution requirements for our U.S. and non-U.S. defined benefit pension plans are expected to be approximately $0.4 million and $4 million, respectively.
The following sets forth benefit payments to participants, which reflect expected future service, as appropriate, expected to be paid by the plans in the periods indicated ($ in millions):
| U.S. Pension Plans | Non-U.S. Pension Plans | All Pension Plans | |||||||||||||||
| 2026 | $ | 2.3 | $ | 6.1 | $ | 8.4 | |||||||||||
| 2027 | 2.4 | 6.0 | 8.4 | ||||||||||||||
| 2028 | 2.4 | 6.3 | 8.7 | ||||||||||||||
| 2029 | 2.5 | 6.7 | 9.2 | ||||||||||||||
| 2030 | 2.4 | 5.8 | 8.2 | ||||||||||||||
| 2031-2035 | 11.9 | 31.4 | 43.3 |
Defined Contribution Plans
We administer and maintain 401(k) programs with contributions determined based on a percentage of compensation. We recognized compensation expense totaling $40 million in 2025, $41 million in 2024, and $39 million in 2023.
NOTE 10. 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.
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 $151 million as of December 31, 2025 and $116 million as of December 31, 2024. Contract assets are primarily recorded within Prepaid expenses and other current assets and Other assets in our Consolidated 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 December 31, 2025 and 2024, we had $75 million and $59 million, respectively, in net revenue-related contract cost assets primarily related to certain software contracts. Revenue-related contract costs are recorded within Other assets in our Consolidated Balance Sheets. These assets are amortized over the period of benefit, which it is typically between three and five years. For incremental costs to obtain contracts with a duration of one year or less, we apply the practical expedient to expense such costs as incurred.
Contract Liabilities — Our contract liabilities consist of deferred revenue generally related to subscription-based software contracts, PCS, and extended warranty sales, where we generally receive up-front payment and subsequently recognize revenue over the service or support term. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. The current portion of deferred revenue is recorded within Accrued expenses and other current liabilities and the non-current portion of deferred revenue is recorded within Other long-term liabilities in our Consolidated Balance Sheets.
Our contract liabilities as of December 31 consisted of the following ($ in millions):
| 2025 | 2024 | ||||||||||
| Deferred revenue - current | $ | 440.3 | $ | 410.1 | |||||||
| Deferred revenue - noncurrent | 24.1 | 23.1 | |||||||||
| Total contract liabilities | $ | 464.4 | $ | 433.2 |
In the year ended December 31, 2025, we recognized $390 million of revenue related to our contract liabilities at January 1, 2025. The change in our contract liabilities from December 31, 2024 to December 31, 2025 was primarily due to the timing of billings and recognition of revenue related to subscription-based software contracts, PCS, and extended warranty services.
Remaining Performance Obligations — Our remaining performance obligations represent the transaction price of firm, non-cancelable orders and the average contract value for software contracts, for which work has not been performed. We have excluded performance obligations with an original expected duration of one year or less from the amounts below.
The aggregate remaining performance obligations attributable to each of our segments as of December 31, 2025 is as follows ($ in millions):
| 2025 | |||||
| Intelligent Operating Solutions | $ | 726.3 | |||
| Advanced Healthcare Solutions | 114.4 | ||||
| Total remaining performance obligations | $ | 840.7 |
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 product 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 year ended December 31, 2025 is presented as follows ($ in millions):
| Total | Intelligent Operating Solutions | Advanced Healthcare Solutions | |||||||||||||||
| Sales: | |||||||||||||||||
| Sales of products and software | $ | 3,341.3 | $ | 2,319.4 | $ | 1,021.9 | |||||||||||
| Sales of services | 817.8 | 536.9 | 280.9 | ||||||||||||||
| Total | $ | 4,159.1 | $ | 2,856.3 | $ | 1,302.8 | |||||||||||
| Geographic: | |||||||||||||||||
| North America (a) | $ | 2,491.1 | $ | 1,737.0 | $ | 754.1 | |||||||||||
| Asia-Pacific | 730.1 | 449.7 | 280.4 | ||||||||||||||
| Europe, Middle East, and Africa | 725.8 | 553.8 | 172.0 | ||||||||||||||
| Latin America | 212.1 | 115.8 | 96.3 | ||||||||||||||
| Total | $ | 4,159.1 | $ | 2,856.3 | $ | 1,302.8 | |||||||||||
| End markets: | |||||||||||||||||
| Healthcare | $ | 1,280.5 | $ | 44.9 | $ | 1,235.6 | |||||||||||
| Industrial & Manufacturing | 1,198.7 | 1,181.7 | 17.0 | ||||||||||||||
| Energy & Infrastructure | 687.6 | 687.6 | — | ||||||||||||||
| Government | 350.6 | 314.0 | 36.6 | ||||||||||||||
| Retail | 315.7 | 315.7 | — | ||||||||||||||
| Other | 326.0 | 312.4 | 13.6 | ||||||||||||||
| Total | $ | 4,159.1 | $ | 2,856.3 | $ | 1,302.8 | |||||||||||
| (a) North America is comprised of the United States and Canada. Sales attributed to the United States were 56% of total Fortive sales. |
Disaggregation of revenue for the year ended December 31, 2024 is presented as follows ($ in millions):
| Total | Intelligent Operating Solutions | Advanced Healthcare Solutions | |||||||||||||||
| Sales: | |||||||||||||||||
| Sales of products and software | $ | 3,290.9 | $ | 2,278.7 | $ | 1,012.2 | |||||||||||
| Sales of services | 790.0 | 514.5 | 275.5 | ||||||||||||||
| Total | $ | 4,080.9 | $ | 2,793.2 | $ | 1,287.7 | |||||||||||
| Geographic: | |||||||||||||||||
| North America (a) | $ | 2,416.8 | $ | 1,674.5 | $ | 742.3 | |||||||||||
| Asia-Pacific | 733.3 | 456.5 | 276.8 | ||||||||||||||
| Europe, Middle East, and Africa | 721.1 | 553.0 | 168.1 | ||||||||||||||
| Latin America | 209.7 | 109.2 | 100.5 | ||||||||||||||
| Total | $ | 4,080.9 | $ | 2,793.2 | $ | 1,287.7 | |||||||||||
| End markets: | |||||||||||||||||
| Healthcare | $ | 1,264.7 | $ | 47.5 | $ | 1,217.2 | |||||||||||
| Industrial & Manufacturing | 1,172.6 | 1,154.3 | 18.3 | ||||||||||||||
| Energy & Infrastructure | 659.5 | 659.5 | — | ||||||||||||||
| Government | 356.9 | 318.3 | 38.6 | ||||||||||||||
| Retail | 291.2 | 291.2 | — | ||||||||||||||
| Other | 336.0 | 322.4 | 13.6 | ||||||||||||||
| Total | $ | 4,080.9 | $ | 2,793.2 | $ | 1,287.7 | |||||||||||
| (a) North America is comprised of the United States and Canada. Sales attributed to the United States were 56% of total Fortive sales. |
Disaggregation of revenue for the year ended December 31, 2023 is presented as follows ($ in millions):
| Total | Intelligent Operating Solutions | Advanced Healthcare Solutions | |||||||||||||||
| Sales: | |||||||||||||||||
| Sales of products and software | $ | 3,157.7 | $ | 2,201.9 | $ | 955.8 | |||||||||||
| Sales of services | 756.2 | 482.6 | 273.6 | ||||||||||||||
| Total | $ | 3,913.9 | $ | 2,684.5 | $ | 1,229.4 | |||||||||||
| Geographic: | |||||||||||||||||
| North America (a) | $ | 2,292.4 | $ | 1,592.4 | $ | 700.0 | |||||||||||
| Asia-Pacific | 727.2 | 447.8 | 279.4 | ||||||||||||||
| Europe, Middle East, and Africa | 697.6 | 541.6 | 156.0 | ||||||||||||||
| Latin America | 196.7 | 102.7 | 94.0 | ||||||||||||||
| Total | $ | 3,913.9 | $ | 2,684.5 | $ | 1,229.4 | |||||||||||
| End markets: | |||||||||||||||||
| Healthcare | $ | 1,210.9 | $ | 48.5 | $ | 1,162.4 | |||||||||||
| Industrial & Manufacturing | 1,139.1 | 1,121.7 | 17.4 | ||||||||||||||
| Energy & Infrastructure | 633.8 | 633.8 | — | ||||||||||||||
| Government | 330.8 | 294.1 | 36.7 | ||||||||||||||
| Retail | 276.7 | 276.7 | — | ||||||||||||||
| Other | 322.6 | 309.7 | 12.9 | ||||||||||||||
| Total | $ | 3,913.9 | $ | 2,684.5 | $ | 1,229.4 | |||||||||||
| (a) North America is comprised of the United States and Canada. Sales attributed to the United States were 53% of total Fortive sales. |
NOTE 11. INCOME TAXES
Earnings and Income Taxes
Earnings from continuing operations before income taxes for the years ended December 31 were as follows ($ in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| United States | $ | 408.7 | $ | 285.1 | $ | 244.6 | |||||||||||
| International | 193.5 | 221.2 | 188.5 | ||||||||||||||
| Total | $ | 602.2 | $ | 506.3 | $ | 433.1 |
The continuing operations provision for income taxes for the years ended December 31 were as follows ($ in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal U.S. | $ | 36.7 | $ | 7.6 | $ | 30.5 | |||||||||||
| Non-U.S. | 67.5 | 39.3 | 66.1 | ||||||||||||||
| State and local | 15.2 | 1.7 | 11.7 | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal U.S. | (27.6) | (9.5) | (54.7) | ||||||||||||||
| Non-U.S. | (16.5) | 4.6 | (22.3) | ||||||||||||||
| State and local | (5.8) | (19.9) | (6.6) | ||||||||||||||
| Total: | |||||||||||||||||
| Federal U.S. | 9.1 | (1.9) | (24.2) | ||||||||||||||
| Non-U.S. | 51.0 | 43.9 | 43.8 | ||||||||||||||
| State and local | 9.4 | (18.2) | 5.1 | ||||||||||||||
| Total income tax provision | $ | 69.5 | $ | 23.8 | $ | 24.7 |
Effective Income Tax Rate
The continuing operations effective income tax rate for the year ended December 31, 2025 varies from the U.S. statutory federal income tax rate as follows, in both dollar amounts (in millions) and as a percentage of earnings from continuing operations before income taxes:
| 2025 | |||||||||||
| Amount | Percent (b) | ||||||||||
| Statutory federal income tax rate | $ | 126.5 | 21.0 | % | |||||||
| Increase (decrease) in tax rate resulting from: | |||||||||||
| State income taxes (net of federal income tax benefit) (a) | 8.2 | 1.4 | % | ||||||||
| Foreign tax effects | |||||||||||
| Malta | |||||||||||
| Nontaxable interest | (13.2) | (2.2) | % | ||||||||
| Other | 4.7 | 0.8 | % | ||||||||
| Other foreign jurisdictions | 4.8 | 0.8 | % | ||||||||
| Effect of change in tax laws or rates enacted in the current period (b) | (0.1) | — | % | ||||||||
| Effect of cross-border tax laws | |||||||||||
| Foreign-derived intangible income | (51.2) | (8.5) | % | ||||||||
| Other | 7.3 | 1.2 | % | ||||||||
| Tax Credits | |||||||||||
| Research and development tax credits | (10.9) | (1.8) | % | ||||||||
| Other | (0.8) | (0.1) | % | ||||||||
| Nontaxable or nondeductible items | 5.9 | 1.0 | % | ||||||||
| Changes in unrecognized tax benefits | (11.6) | (1.9) | % | ||||||||
| Other adjustments | (0.1) | — | % | ||||||||
| Effective income tax rate | $ | 69.5 | 11.5 | % | |||||||
| (a) For the year ended December 31, 2025, state taxes in California, Illinois, New Jersey, New York, Texas, and Massachusetts made up the majority (greater than 50%) of the tax effect in this category. | |||||||||||
| (b) The sum of the components of effective income tax rate may not equal due to rounding. |
The continuing operations effective income tax rate for the years ended December 31, 2024 and 2023 varies from the U.S. statutory federal income tax rate as follows:
| Percentage of Pretax Earnings | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Statutory federal income tax rate | 21.0 | % | 21.0 | % | |||||||||||||
| Increase (decrease) in tax rate resulting from: | |||||||||||||||||
| State income taxes (net of federal income tax benefit) | (3.5) | % | 0.5 | % | |||||||||||||
| Foreign income taxed at different rates than U.S. statutory rate | (1.5) | % | (1.4) | % | |||||||||||||
| U.S. federal permanent differences related to the TCJA | (7.5) | % | (10.2) | % | |||||||||||||
| Effect of change in tax rates enacted in the current period | (0.5) | % | (5.7) | % | |||||||||||||
| Changes in valuation allowances | (0.1) | % | 3.8 | % | |||||||||||||
| Uncertain tax positions | (5.4) | % | (3.7) | % | |||||||||||||
| Other | 2.2 | % | 1.4 | % | |||||||||||||
| Effective income tax rate | 4.7 | % | 5.7 | % |
Income tax payments, net of refunds received, related to continuing operations during the year ended December 31, 2025 were as follows ($ in millions):
| 2025 | |||||
| Federal | $ | 40.7 | |||
| State and local | 7.5 | ||||
| United States | 48.2 | ||||
| China | 13.7 | ||||
| Germany | 9.8 | ||||
| Other | 28.3 | ||||
| International | 51.8 | ||||
| Total | $ | 100.0 |
We made income tax payments, net of refunds received, of $114 million, and $122 million during the years ended December 31, 2024 and 2023, respectively.
Deferred Tax Assets and Liabilities
All deferred tax assets and liabilities have been classified as noncurrent and are included in Other assets and Other long-term liabilities in the Consolidated Balance Sheets. Deferred income tax assets and liabilities from continuing operations as of December 31 were as follows ($ in millions):
| 2025 | 2024 | ||||||||||
| Deferred Tax Assets: | |||||||||||
| Operating lease liabilities | $ | 23.8 | $ | 22.5 | |||||||
| Inventories | 8.0 | 6.9 | |||||||||
| Pension benefits | 21.6 | 19.4 | |||||||||
| Stock-based compensation expense | 31.8 | 31.2 | |||||||||
| Capitalized expenses | 114.7 | 138.5 | |||||||||
| Tax credit and loss carryforwards | 383.4 | 388.7 | |||||||||
| Accruals, prepayments, and other | 99.7 | 1.4 | |||||||||
| Valuation allowances | (267.9) | (270.9) | |||||||||
| Total deferred tax assets | $ | 415.1 | $ | 337.7 | |||||||
| Deferred Tax Liabilities: | |||||||||||
| Property, plant and equipment | $ | (18.0) | $ | (17.2) | |||||||
| Operating lease right-of-use assets | (22.3) | (20.6) | |||||||||
| Insurance, including self-insurance | (122.3) | (126.6) | |||||||||
| Goodwill, other intangibles, and other | (589.6) | (613.4) | |||||||||
| Total deferred tax liabilities | (752.2) | (777.8) | |||||||||
| Net deferred tax liability | $ | (337.1) | $ | (440.1) |
In accordance with GAAP, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which the tax benefit has already been reflected in our Consolidated Statements of Earnings. Deferred tax liabilities generally represent items that have already been taken as a deduction on our tax return but have not yet been recognized as an expense in our Consolidated Statements of Earnings. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date.
Our deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. We evaluate the realizability of deferred income tax assets for each of the jurisdictions in which we operate. If we experience cumulative pretax income in a particular jurisdiction in the three-year period including the current and prior two years, we normally conclude that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized,
unless known or planned operating developments would lead management to conclude otherwise. However, if we experience cumulative pretax losses in a particular jurisdiction in the three-year period including the current and prior two years, we then consider a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in the particular country, and prudent and feasible tax planning strategies. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, we would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, we establish a valuation allowance.
Applying the above methodology, valuation allowances have been established for certain deferred income tax assets to the extent they are not expected to be realized within the particular tax carryforward period.
Deferred taxes associated with U.S. entities from continuing operations consist of net deferred tax liabilities of approximately $336 million and $426 million inclusive of valuation allowances of $21 million and $24 million as of December 31, 2025 and 2024, respectively. Deferred taxes associated with non-U.S. entities from continuing operations consist of net deferred tax liabilities of $1 million and of $15 million, both inclusive of valuation allowances of $247 million, as of December 31, 2025 and 2024. Our valuation allowance decreased by $3.0 million and increased by $15 million during the years ended December 31, 2025 and 2024, respectively, due primarily to foreign credits and net operating losses in both years.
As of December 31, 2025, our U.S. and non-U.S. net operating loss carryforwards totaled $1.6 billion, of which $21 million is related to federal net operating loss carryforwards, $552 million is related to state net operating loss carryforwards, and $1.0 billion is related to non-U.S. net operating loss carryforwards. Included in deferred tax assets as of December 31, 2025 are tax benefits for U.S. and non-U.S. net operating loss carryforwards totaling $191 million, before applicable valuation allowances of $90 million. Certain of these losses can be carried forward indefinitely and others can be carried forward to various dates from 2026 through 2044. Recognition of some of these loss carryforwards is subject to an annual limit, which may cause them to expire before they are used.
As of December 31, 2025, our U.S. and non-U.S. tax credit carryforwards totaled $192 million, which is primarily related to non-U.S. tax credit carryforwards. Certain of these credits can be carried forward indefinitely and other can be carried forward to various dates from 2026 through 2044. As of December 31, 2025, we maintain a $180 million valuation allowance related to certain tax credit carryforwards.
Unrecognized Tax Benefits
We recognize tax benefits from uncertain tax positions only if, in our assessment, it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgment is required in evaluating tax positions and determining income tax provisions. We re-evaluate the technical merits of our tax positions and may recognize an uncertain tax benefit in certain circumstances, including when: (i) a tax audit is completed; (ii) applicable tax laws change, including a tax case ruling or legislative guidance; or (iii) the applicable statute of limitations expires. We recognize potential accrued interest and penalties associated with unrecognized tax positions in income tax expense.
As of December 31, 2025, gross unrecognized tax benefits for continuing and discontinued operations were $133 million ($147 million total, including $26 million associated with interest and penalties, and net of the impact of $12 million of indirect tax benefits). As of December 31, 2024, gross unrecognized tax benefits for continuing and discontinued operations were $130 million ($144 million total, including $26 million associated with interest and penalties, and net of the impact of $12 million of indirect tax benefits). We recognized approximately $8 million, $10 million and $11 million in potential interest and penalties associated with uncertain tax positions during 2025, 2024, and 2023, respectively. To the extent taxes are not assessed with respect to uncertain tax positions, substantially all amounts accrued (including interest and penalties and net of indirect offsets) will be reduced and reflected as a reduction of the overall income tax provision. Unrecognized tax benefits and associated accrued interest and penalties are included in our income tax provision.
The Company is subject to examination in the United States, various states, and foreign jurisdictions for the tax years 2011 to 2024. These examinations include filings of tax returns prior to our separation from Danaher, tax returns of enterprises no longer in our portfolio, and tax returns for pre-acquisition periods of enterprises added to our portfolio. Significant obligations are detailed in the tax matters agreements in connection with the separation of Fortive from Danaher on July 1, 2016, the split-off of the A&S business on October 1, 2018, the Vontier separation on October 9, 2020, and the PT Separation on June 28, 2025.
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding amounts accrued for potential interest and penalties, is as follows ($ in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| Unrecognized tax benefits, beginning of year | $ | 130.1 | $ | 160.6 | $ | 168.2 | |||||||||||
| Additions based on tax positions related to the current year | 2.4 | 7.6 | 16.9 | ||||||||||||||
| Additions for tax positions of prior years | 18.3 | 2.2 | 6.3 | ||||||||||||||
| Reductions for tax positions of prior years | (5.3) | (1.8) | (0.7) | ||||||||||||||
| Lapse of statute of limitations | (29.3) | (36.9) | (32.5) | ||||||||||||||
| Settlements | (0.2) | (8.9) | (1.4) | ||||||||||||||
| Effect of foreign currency translation | 2.9 | (1.8) | 0.1 | ||||||||||||||
| Acquisition and separation related adjustments | 14.2 | 9.1 | 3.7 | ||||||||||||||
| Unrecognized tax benefits, end of year | $ | 133.1 | $ | 130.1 | $ | 160.6 | |||||||||||
Repatriation and Unremitted Earnings
As of December 31, 2025, we have undistributed earnings of certain foreign subsidiaries that we have indefinitely reinvested, and on which we have not recognized deferred taxes. Estimating the amount of potential tax is not practicable because of the complexity and variety of assumptions necessary to compute the tax.
NOTE 12. LITIGATION AND CONTINGENCIES
We are, from time to time, subject to a variety of litigation and other proceedings incidental to our business, including lawsuits involving claims for damages arising out of the use of our products, software, and services, claims relating to intellectual property matters, employment matters, commercial disputes, and personal injury as well as regulatory investigations or enforcement. We may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties, or indemnities provided in connection with divested businesses. Some of these lawsuits may include claims for punitive and consequential as well as compensatory damages. Based upon our experience, current information and applicable law, we do not believe that these proceedings and claims will have a material adverse effect on our financial position, results of operations, or cash flows.
While we maintain workers’ compensation, property, cargo, automobile, crime, fiduciary, product, general, and directors’ and officers’ liability insurance (and have acquired rights under similar policies in connection with certain acquisitions) that cover a portion of these claims, this insurance may be insufficient or unavailable to cover such losses. In addition, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may also be insufficient or unavailable to cover such losses. We maintain third party insurance policies up to certain limits to cover certain liability costs in excess of predetermined retained amounts. For most insured risks, we purchase outside insurance coverage only for severe losses (stop loss insurance) and reserves must be established and maintained with respect to amounts within the self-insured retention.
In accordance with accounting guidance, we record a liability in our consolidated financial statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible and a loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed. These reserves consist of specific reserves for individual claims and additional amounts for anticipated developments of these claims as well as for incurred but not yet reported claims. The specific reserves for individual known claims are quantified with the assistance of legal counsel and outside risk insurance professionals where appropriate. In addition, outside risk insurance professionals may assist in the determination of reserves for incurred but not yet reported claims through evaluation of our specific loss history, actual claims reported, and industry trends among statistical and other factors. Reserve estimates are adjusted as additional information regarding a claim becomes known. While we actively pursue financial recoveries from insurance providers, we do not recognize any recoveries until realized or until such time as a sustained pattern of collections is established related to historical matters of a similar nature and magnitude. If risk insurance reserves we have established are inadequate, we would be required to incur an expense equal to the amount of the loss incurred in excess of the reserves, which would adversely affect our net earnings. The amount of our accruals for self-insurance and litigation liability was immaterial as of December 31, 2025 and 2024.
As of December 31, 2025 and 2024, we had approximately $30 million and $33 million, respectively, of guarantees consisting primarily of outstanding standby letters of credit, bank guarantees, and performance and bid bonds. These guarantees have been
provided in connection with certain arrangements with vendors, customers, financing counterparties, and governmental entities to secure our obligations and/or performance requirements related to specific transactions. We believe that if the obligations under these instruments were triggered, they would not have a material effect on our consolidated financial statements.
We have entered into agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancellable at any time without penalty. As of December 31, 2025, the aggregate amount of our purchase obligations totaled $212 million, of which $203 million are expected to be settled within one year of December 31, 2025.
NOTE 13. STOCK-BASED COMPENSATION
The 2016 Stock Incentive Plan (the “Stock Plan”) provides for the grant of stock appreciation rights, restricted stock units (“RSUs”) and performance stock units (“PSUs”) (collectively, “Stock Awards”), stock options, or any other stock-based award. A total of 46 million shares of our common stock have been authorized for issuance under the Stock Plan. As of December 31, 2025, approximately 12.4 million shares of our common stock remain available for issuance under the Stock Plan.
Stock options under the Stock Plan generally vest pro rata over a four-year period and terminate 10 years from the grant date, though the specific terms of each grant are determined by the Compensation Committee of our Board of Directors. Our executive officers and certain other employees may be awarded stock options with different vesting criteria and stock options granted to non-employee directors are fully vested as of the grant date. Exercise prices for stock options granted under the Stock Plan were equal to the closing price of Fortive’s common stock on the NYSE on the date of grant, while stock options issued as conversion awards in connection with the separation from Danaher were priced to maintain the economic value before and after the separation.
RSUs granted under the Stock Plan provide for the issuance of common stock at no cost to the holder. RSUs granted to employees generally vest over four years, although certain other employees and non-employee directors may be awarded RSUs with different time-based vesting criteria. Certain members of our senior management are also awarded incremental RSUs subject to performance-based vesting criteria. Prior to vesting, RSUs do not have dividend equivalent rights, do not have voting rights, and the shares underlying the RSUs are not considered issued or outstanding.
PSUs granted under the Stock Plan provide for the issuance of a share of the Company’s common stock at no cost to the holder and will vest at 0% to 200% of the target share amount based on achievement of performance targets. Grants made prior to 2022 are earned based on the Company’s total shareholder return ranking relative to the S&P 500 Index over a performance period of approximately three years. For grants made subsequent to 2022, the performance target is based on a mix of both achievement of an internal growth metric and the Company’s total shareholder return ranking, both over a performance period of approximately three years. PSUs issued are subject to an additional holding period of up to one year and are entitled to dividend equivalent rights. The PSU dividend equivalent rights are subject to the same vesting and payment restrictions as the related shares, but do not have voting rights and the shares underlying the PSUs are not considered issued and outstanding.
Other than pursuant to any retirement benefits provided under our Stock Plan, the equity compensation awards granted by the Company generally vest only if the employee is employed by us (or in the case of directors, the director continues to serve on the Board) on the vesting date. To cover the exercise of stock options and vesting of RSUs and PSUs, we generally issue shares authorized but previously unissued, although we may instead issue treasury shares; provided, however, that either type of issuance would equally reduce the number of shares available under our Stock Plan.
We account for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. We recognize the compensation expense over the requisite service period (which is generally the vesting period but may be shorter than the vesting period, for example, if the employee becomes retirement eligible before the end of the vesting period).
The fair value of RSUs and performance based PSUs is calculated using the closing price of Fortive common stock on the date of grant. RSU’s are further adjusted for the impact of RSUs not having dividend rights prior to vesting. The fair value of market-based PSUs is calculated using a Monte Carlo pricing model. The fair value of the stock options granted is calculated using a Black-Scholes Merton (“Black-Scholes”) option pricing model.
Stock-based Compensation Expense
Stock-based compensation has been recognized as a component of Selling, general, and administrative expenses in the Consolidated Statements of Earnings. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. We estimate pre-vesting forfeitures at the time of grant by
analyzing historical data and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Ultimately, the total expense recognized over the vesting period will equal the fair value of awards that actually vest.
The following summarizes the components of our stock-based compensation expense under the Stock Plan for the years ended December 31 ($ in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| Stock Awards: | |||||||||||||||||
| Pretax compensation expense | $ | 85.5 | $ | 64.2 | $ | 66.5 | |||||||||||
| Income tax benefit | (13.0) | (9.6) | (9.5) | ||||||||||||||
| Stock Award expense, net of income taxes | 72.5 | 54.6 | 57.0 | ||||||||||||||
| Stock options: | |||||||||||||||||
| Pretax compensation expense | 31.3 | 25.9 | 28.0 | ||||||||||||||
| Income tax benefit | (4.4) | (3.7) | (3.7) | ||||||||||||||
| Stock option expense, net of income taxes | 26.9 | 22.2 | 24.3 | ||||||||||||||
| Total stock-based compensation: | |||||||||||||||||
| Pretax compensation expense | 116.8 | 90.1 | 94.5 | ||||||||||||||
| Income tax benefit | (17.4) | (13.3) | (13.2) | ||||||||||||||
| Total stock-based compensation, net of income taxes | $ | 99.4 | $ | 76.8 | $ | 81.3 |
When stock options are exercised by the employee or Stock Awards vest, we derive a tax deduction measured by the excess of the market value on such date over the grant date price. Accordingly, we record the excess of the tax benefit related to the exercise of stock options and vesting of Stock Awards over the expense recorded for financial statement reporting purposes (the “Excess Tax Benefit”) as a component of Income tax expense and as an operating cash inflow in the consolidated financial statements. During the years ended December 31, 2025, 2024, and 2023 we realized an Excess Tax Benefit of $5.2 million, $7.1 million, and $3.2 million, respectively, related to stock options that were exercised and Stock Awards that vested.
The following summarizes the unrecognized compensation cost for the Stock Plan awards as of December 31, 2025. This compensation cost is expected to be recognized over a weighted average period of approximately 2 years, representing the remaining service period related to the awards. Future compensation amounts will be adjusted for any changes in estimated forfeitures ($ in millions):
| Stock Awards | $ | 83.4 | |||
| Stock options | 19.3 | ||||
| Total unrecognized compensation cost | $ | 102.7 |
Ralliant Separation
In connection with the Separation and in accordance with the employee matters agreement between Fortive and Ralliant, the number of shares underlying each stock-based award outstanding as of the date of the Separation was multiplied by a factor of 1.3662 and the related exercise price for the stock options was divided by a factor of 1.3662, which was intended to preserve the intrinsic value of the awards immediately prior to the Separation. The adjustment factor was calculated using the Fortive common stock per share price at the close of market on June 27, 2025 relative to the 3-trading day volume weighted average price of Fortive common stock immediately after the Separation. Stock-based awards of Fortive held by employees who transferred to Ralliant in the Separation were converted into stock-based awards of Ralliant issued under Ralliant’s stock plan. Additionally, at the completion of the Separation, we accelerated the recognition of compensation expense related to certain Stock Awards due to executive retirements. In the year ended December 31, 2025, we recorded $33 million of stock based compensation expense related to these adjustments within Selling, general, and administrative expenses in the Consolidated Statement of Earnings.
Stock Options
The following summarizes the assumptions used in the Black-Scholes model to value stock options granted under the Stock Plan during the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted-average grant-date fair value | $ | 27.47 | $ | 29.28 | $ | 18.59 | |||||||||||
| Assumptions: | |||||||||||||||||
| Risk-free interest rate | 4.1% - 4.3% | 3.8% - 4.4% | 3.5% - 4.5% | ||||||||||||||
| Volatility (a) | 27.4 | % | 28.8 | % | 28.6 | % | |||||||||||
| Dividend yield (b) | 0.4 | % | 0.4 | % | 0.4 | % | |||||||||||
| Expected years until exercise | 5.5 - 8.0 | 5.5 - 8.0 | 5.5 - 8.0 | ||||||||||||||
| (a) Expected volatility for 2025 was based on is based on the company’s historical stock price volatility from July 2, 2016 (the date of separation from Danaher) through the stock option grant date. Expected volatility for 2024 and 2023 were weighted average blend of the company’s historical stock price volatility from July 2, 2016 (the date of separation from Danaher) through the stock option grant date and the average historical stock price volatility of a group of peer companies for the expected term of the options. | |||||||||||||||||
| (b) The dividend yield is calculated by dividing our annual dividend, based on the most recent quarterly dividend rate, by Fortive’s closing stock price on the grant date. |
The following summarizes option activity under the Stock Plan (in millions, except price per share and numbers of years):
| Options (a) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding as of December 31, 2023 | 14.9 | $ | 40.00 | ||||||||||||||||||||
| Granted | 2.0 | 48.16 | |||||||||||||||||||||
| Exercised | (2.7) | 37.00 | |||||||||||||||||||||
| Canceled/forfeited | (0.5) | 51.98 | |||||||||||||||||||||
| Outstanding as of December 31, 2024 | 13.7 | 41.37 | |||||||||||||||||||||
| Granted | 0.7 | 54.79 | |||||||||||||||||||||
| Exercised | (2.4) | 35.13 | |||||||||||||||||||||
| Canceled/forfeited | (0.4) | 54.24 | |||||||||||||||||||||
| Adjustment due to PT Separation (b) | (2.2) | 44.67 | |||||||||||||||||||||
| Outstanding as of December 31, 2025 | 9.4 | 49.44 | 5 | $ | 62.5 | ||||||||||||||||||
| Vested and expected to vest as of December 31, 2025 (c) | 9.4 | 49.40 | 5 | $ | 62.3 | ||||||||||||||||||
| Exercisable as of December 31, 2025 | 6.4 | 47.17 | 4 | $ | 52.5 | ||||||||||||||||||
| (a) The outstanding options as of December 31, 2024 and the option activity prior to December 31, 2024 (except those options canceled as part of the PT Separation as noted below) have been adjusted by a factor of 1.3662, as noted above, due to the PT Separation. | |||||||||||||||||||||||
| (b) The “Adjustment due to PT Separation” reflects the cancellation of outstanding options held by Ralliant employees as of June 27, 2025, which were replaced with Ralliant options issued by Ralliant as part of the PT Separation. | |||||||||||||||||||||||
| (c) The “expected to vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options. |
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price of Fortive common stock on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2025. The amount of aggregate intrinsic value will change based on the price of Fortive’s common stock.
The following summarizes aggregate intrinsic value and cash receipts related to stock options that were exercised under the Stock Plan for the years ended December 31 ($ in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| Aggregate intrinsic value of stock options exercised | $ | 46.3 | $ | 56.6 | $ | 35.9 | |||||||||||
| Cash receipts from stock options exercised | $ | 72.3 | $ | 96.9 | $ | 51.5 |
Stock Awards
The following summarizes information related to Stock Award activity under the Stock Plan for the years ended December 31, 2025 and 2024 (in millions; except price per share):
| Number of Stock Awards (a) | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested as of December 31, 2023 | 4.5 | $ | 44.00 | ||||||||
| Granted | 1.8 | 54.19 | |||||||||
| Vested (b) | (1.2) | 48.52 | |||||||||
| Forfeited | (0.4) | 52.09 | |||||||||
| Unvested as of December 31, 2024 | 4.7 | 46.07 | |||||||||
| Granted | 1.8 | 58.62 | |||||||||
| Vested (b) | (1.3) | 50.81 | |||||||||
| Forfeited | (0.5) | 55.16 | |||||||||
| Adjustment due to PT Separation (c) | (0.7) | 50.59 | |||||||||
| Unvested as of December 31, 2025 | 4.0 | 55.85 | |||||||||
| (a) The outstanding stock awards as of December 31, 2024 and the option activity prior to December 31, 2024 (except those options canceled as part of the PT Separation as noted below) have been adjusted by a factor of 1.3662, as noted above, due to the PT Separation. | |||||||||||
| (b) The fair value of Stock Awards vested during the year ended December 31, 2025, 2024, and 2023 was $60.6 million, $50.7 million, and $53.0 million, respectively. | |||||||||||
| (c) The “Adjustment due to PT Separation” reflects the cancellation of unvested awards held by Ralliant employees as of June 27, 2025, which were replaced with Ralliant equity awards issued by Ralliant as part of the PT Separation. |
NOTE 14. CAPITAL STOCK AND EARNINGS PER SHARE
Common Stock
Under our amended and restated certificate of incorporation, as of July 1, 2016, our authorized capital stock consists of 2.0 billion common shares with a par value of $0.01 per share and 15 million preferred shares with a par value of $0.01 per share.
Each share of our common stock entitles the holder to one vote on all matters to be voted upon by common stockholders. Our Board is authorized to issue shares of preferred stock in one or more series and has discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock. The Board’s authority to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock, could potentially discourage attempts by third parties to obtain control of the Company through certain types of takeover practices. We currently pay a quarterly dividend of $0.06 per share on our common stock.
Share Repurchase Program
On February 17, 2022, our Board approved a share repurchase program authorizing us to repurchase up to 20 million shares of our outstanding common stock (the “General Share Repurchase Program”). Under this program, shares may be repurchased from time to time on the open market or in privately negotiated transactions, including under accelerated share repurchase programs or under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plans”). On May 27, 2025, in connection with the Separation, our Board adopted a separate and incremental special purpose share repurchase program (the “Special Purpose Share Repurchase Program”) under which we may purchase up to $550 million in our common stock exclusively from the proceeds we received as a dividend from Ralliant in connection with the Separation (the “Ralliant Dividend”), together with any other cash received from Ralliant in connection with the Separation (collectively, the “Ralliant Cash Proceeds”). Repurchases of shares of our common stock using the Ralliant Cash Proceeds will only be made through the Special Purpose Share Repurchase Program.
On May 27, 2025 and November 5, 2025, our Board increased the number of shares authorized under the General Share Repurchase Program by an additional 15.6 million and 12.1 million shares, respectively. As of December 31, 2025, there were 15.5 million shares remaining authorized under the General Share Repurchase Program and $67.5 million remaining authorized under the Special Share Repurchase Program, respectively. There is no expiration date for the repurchase programs, and the timing and amount of repurchases under the programs are determined by our management based on market conditions, tax regulations and other factors. The repurchase programs may be suspended or discontinued at any time by the Board. Refer to Part II - Item 5 for additional information.
During the years ended December 31, 2025, 2024, and 2023, respectively, we purchased 30 million, 12 million, and 4 million shares of our common stock at an average share price of $52.79 and $73.93, and $68.20. Our common stock repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred is recorded as part of the cost basis of the shares acquired within Common stock repurchases in the Consolidated Statement of Equity. The payment of the excise tax is recorded within Repurchase of common shares in the Consolidated Statement of Cash Flows.
Net Earnings Per Share
Basic net earnings per share (“EPS”) is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS from continuing operations is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans under the treasury stock method, except where the inclusion of such shares would have an anti-dilutive impact.
For the years ended December 31, 2025, 2024, and 2023, the anti-dilutive options to purchase shares excluded from the diluted EPS calculation were 1.0 million shares, 1.2 million shares, and 0.5 million shares, respectively.
Information related to the calculation of net earnings per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Numerator | |||||||||||||||||
| Net earnings from continuing operations | $ | 532.7 | $ | 482.5 | $ | 408.4 | |||||||||||
| Denominator | |||||||||||||||||
| Weighted average common shares outstanding used in basic earnings per share | 332.0 | 349.2 | 352.5 | ||||||||||||||
| Incremental common shares from: | |||||||||||||||||
| Assumed exercise of dilutive options and vesting of dilutive Stock Awards | 2.6 | 3.6 | 3.1 | ||||||||||||||
| Weighted average common shares outstanding used in diluted earnings per share | 334.6 | 352.8 | 355.6 | ||||||||||||||
| Net earnings from continuing operations per common share - Basic | $ | 1.60 | $ | 1.38 | $ | 1.16 | |||||||||||
| Net earnings from continuing operations per common share - Diluted | $ | 1.59 | $ | 1.37 | $ | 1.15 |
NOTE 15. 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 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 year ended December 31, 2025 are shown below ($ in millions):
| Total | Intelligent Operating Solutions | Advanced Healthcare Solutions | Unallocated Corporate Costs and Other (a) | ||||||||||||||||||||
| Sales | $ | 4,159.1 | $ | 2,856.3 | $ | 1,302.8 | $ | — | |||||||||||||||
| Cost of sales | (1,518.0) | (972.6) | (545.4) | — | |||||||||||||||||||
| Gross profit | 2,641.1 | 1,883.7 | 757.4 | — | |||||||||||||||||||
| Operating expenses | (1,920.9) | (1,145.4) | (618.8) | (156.7) | |||||||||||||||||||
| Operating profit (loss) | 720.2 | 738.3 | 138.6 | (156.7) | |||||||||||||||||||
| Non-operating income (expense), net | |||||||||||||||||||||||
| Interest expense, net | (120.5) | — | — | (120.5) | |||||||||||||||||||
| Other non-operating expense, net | 2.5 | — | — | 2.5 | |||||||||||||||||||
| Earnings from continuing operations before income taxes | $ | 602.2 | $ | 738.3 | $ | 138.6 | $ | (274.7) | |||||||||||||||
| Depreciation and amortization expenses | $ | (437.6) | $ | (236.4) | $ | (199.8) | $ | (1.4) | |||||||||||||||
| Capital expenditure | $ | (105.1) | $ | (82.2) | $ | (22.8) | $ | (0.1) | |||||||||||||||
| (a) Unallocated Corporate Costs and Other included $33 million of stock based compensation expense related to adjustments in connection with the PT Separation. Refer to Note 13 for further detail. |
Segment results for the year ended December 31, 2024 are shown below ($ in millions):
| Total | Intelligent Operating Solutions | Advanced Healthcare Solutions | Unallocated Corporate Costs and Other | ||||||||||||||||||||
| Sales | $ | 4,080.9 | $ | 2,793.2 | $ | 1,287.7 | $ | — | |||||||||||||||
| Cost of sales | (1,461.8) | (922.9) | (538.9) | — | |||||||||||||||||||
| Gross profit | 2,619.1 | 1,870.3 | 748.8 | — | |||||||||||||||||||
| Operating expenses | (1,902.8) | (1,162.3) | (610.3) | (130.2) | |||||||||||||||||||
| Operating profit (loss) | 716.3 | 708.0 | 138.5 | (130.2) | |||||||||||||||||||
| Non-operating income (expense), net | |||||||||||||||||||||||
| Interest expense, net | (152.8) | — | — | (152.8) | |||||||||||||||||||
| Other non-operating expense, net (a) (b) | (57.2) | — | — | (57.2) | |||||||||||||||||||
| Earnings from continuing operations before income taxes | $ | 506.3 | $ | 708.0 | $ | 138.5 | $ | (340.2) | |||||||||||||||
| Depreciation and amortization expenses | $ | (430.9) | $ | (228.8) | $ | (201.2) | $ | (0.9) | |||||||||||||||
| Capital expenditure | $ | (86.1) | $ | (67.6) | $ | (15.6) | $ | (2.9) | |||||||||||||||
| (a) During 2024, we pledged a charitable contribution of $20 million to the Fortive Foundation (the “Foundation”), which had no donor imposed conditions or restrictions. The Foundation, a not-for-profit entity established to expand our philanthropic efforts, is a related party due to certain Fortive executives serving as members of the entity’s board of directors. | |||||||||||||||||||||||
| (b) We recorded a loss from equity investments of $39.4 million during the year ended December 31, 2024. |
Segment results for the year ended December 31, 2023 are shown below ($ in millions):
| Total | Intelligent Operating Solutions | Advanced Healthcare Solutions | Unallocated Corporate Costs and Other | ||||||||||||||||||||
| Sales | $ | 3,913.9 | $ | 2,684.5 | $ | 1,229.4 | $ | — | |||||||||||||||
| Cost of sales | (1,436.8) | (905.4) | (531.4) | — | |||||||||||||||||||
| Gross profit | 2,477.1 | 1,779.1 | 698.0 | — | |||||||||||||||||||
| Operating expenses | (1,903.1) | (1,149.2) | (614.2) | (139.7) | |||||||||||||||||||
| Operating profit (loss) | 574.0 | 629.9 | 83.8 | (139.7) | |||||||||||||||||||
| Non-operating income (expense), net | |||||||||||||||||||||||
| Interest expense, net | (123.5) | — | — | (123.5) | |||||||||||||||||||
| Other non-operating expense, net (a) | (17.4) | — | — | (17.4) | |||||||||||||||||||
| Earnings from continuing operations before income taxes | $ | 433.1 | $ | 629.9 | $ | 83.8 | $ | (280.6) | |||||||||||||||
| Depreciation and amortization expenses | $ | (426.2) | $ | (219.4) | $ | (202.6) | $ | (4.2) | |||||||||||||||
| Capital expenditure | $ | (78.6) | $ | (55.7) | $ | (17.6) | $ | (5.3) | |||||||||||||||
| (a) We recorded a loss from equity investments of $17.3 million during the year ended December 31, 2023. |
Segment Assets:
| As of December 31, | |||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||
| Intelligent Operating Solutions | $ | 6,346.0 | $ | 6,324.1 | |||||||
| Advanced Healthcare Solutions | 4,861.6 | 5,008.6 | |||||||||
| Total segment assets | 11,207.6 | 11,332.7 | |||||||||
| Other (a) | 509.3 | 973.1 | |||||||||
| Assets of discontinued operations | 20.8 | 4,710.3 | |||||||||
| Total assets | $ | 11,737.7 | $ | 17,016.1 | |||||||
| (a) Other represents corporate assets which consist primarily of cash, property, plant, and equipment, and net deferred income tax assets. |
Operations in Geographic Areas:
| As of December 31, | |||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||
| Property, plant and equipment, net: | |||||||||||
| United States | $ | 224.7 | $ | 185.8 | |||||||
| All other | 45.1 | 47.1 | |||||||||
| Total | $ | 269.8 | $ | 232.9 |
NOTE 16. QUARTERLY DATA - UNAUDITED
| ($ in millions, except per share data) | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||||||||
| 2025: | |||||||||||||||||||||||
| Sales | $ | 993.1 | $ | 1,016.4 | $ | 1,027.1 | $ | 1,122.5 | |||||||||||||||
| Gross profit | 637.5 | 645.5 | 649.2 | 708.9 | |||||||||||||||||||
| Operating profit | 165.3 | 169.8 | 159.6 | 225.5 | |||||||||||||||||||
| Net earnings from continuing operations | 112.6 | 111.6 | 117.0 | 191.5 | |||||||||||||||||||
| Net earnings (loss) from discontinued operations | 59.3 | 55.0 | (62.0) | (5.8) | |||||||||||||||||||
| Net earnings | 171.9 | 166.6 | 55.0 | 185.7 | |||||||||||||||||||
| Net earnings (loss) per common share - basic: | |||||||||||||||||||||||
| Continuing operations | 0.33 | 0.33 | 0.35 | 0.61 | |||||||||||||||||||
| Discontinued operations | 0.17 | 0.16 | (0.19) | (0.02) | |||||||||||||||||||
| Net earnings per common share - basic | 0.50 | 0.49 | 0.17 | 0.59 | |||||||||||||||||||
| Net earnings (loss) per common share - diluted: | |||||||||||||||||||||||
| Continuing operations | 0.33 | 0.33 | 0.35 | 0.60 | |||||||||||||||||||
| Discontinued operations | 0.17 | 0.16 | (0.19) | (0.02) | |||||||||||||||||||
| Net earnings per common share - diluted | 0.50 | 0.49 | 0.16 | 0.58 | |||||||||||||||||||
| 2024: | |||||||||||||||||||||||
| Sales | $ | 984.2 | $ | 1,020.2 | $ | 1,003.7 | $ | 1,072.8 | |||||||||||||||
| Gross profit | 628.5 | 653.6 | 641.5 | 695.5 | |||||||||||||||||||
| Operating profit | 149.8 | 182.3 | 172.0 | 212.2 | |||||||||||||||||||
| Net earnings from continuing operations | 65.8 | 112.0 | 111.5 | 193.2 | |||||||||||||||||||
| Net earnings from discontinued operations | 141.6 | 83.1 | 110.1 | 15.6 | |||||||||||||||||||
| Net earnings | 207.4 | 195.1 | 221.6 | 208.8 | |||||||||||||||||||
| Earnings per common share - basic: | |||||||||||||||||||||||
| Continuing operations | 0.19 | 0.32 | 0.32 | 0.56 | |||||||||||||||||||
| Discontinued operations | 0.40 | 0.24 | 0.31 | 0.05 | |||||||||||||||||||
| Net earnings per common share - basic | 0.59 | 0.56 | 0.63 | 0.61 | |||||||||||||||||||
| Earnings per common share - diluted: | |||||||||||||||||||||||
| Continuing operations | 0.18 | 0.32 | 0.32 | 0.56 | |||||||||||||||||||
| Discontinued operations | 0.40 | 0.23 | 0.31 | 0.04 | |||||||||||||||||||
| Net earnings per common share - diluted | 0.58 | 0.55 | 0.63 | 0.60 | |||||||||||||||||||
| The sum of net earnings per share amount may not add due to rounding. |
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