Fortive - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 continuing operations delivered revenue of $1.02B (-0.4% YoY), adjusted EBITDA $288M (28.4% margin), and adjusted EPS of $0.58; consolidated adjusted EPS was $0.90 at the high-end of guidance.
• Versus S&P Global consensus, Fortive slightly missed on adjusted EPS ($0.58 vs $0.593*) but modestly beat on revenue ($1.016B vs $1.013B*); management cited late-quarter demand deferrals tied to tariff uncertainty, constrained government spend, and healthcare reimbursement changes.
• Guidance introduced for “new Fortive” (post-Ralliant spin): FY 2025 adjusted EPS $2.50–$2.60, with tariff impact expected to be fully mitigated by Q4; Q3 EPS modeled slightly below Q2 and Q4 meaningfully higher, aided by FX tailwinds, lower interest expense, and a low Q4 tax rate.
• Catalysts: backlog conversion at Fluke, normalization of government procurement, stabilization in healthcare equipment capex, and clarity on tariff countermeasures; spin completion and capital redeployment (debt paydown, buybacks) support multiple/FCF narrative.

What Went Well and What Went Wrong

What Went Well

• “Pivotal” quarter: completed Ralliant spin-off and launched “new Fortive,” with consolidated adjusted EPS at the high-end of guidance and strong free cash flow generation.
• IOS segment expanded adjusted EBITDA margin to 33.8% (+50 bps YoY) despite tariff pressures, supported by cost discipline and higher-margin software growth.
• Management reiterated confidence: “medium-term financial framework we shared at our recent Investor Day remains firmly intact,” with tariff headwinds expected to be fully mitigated by Q4.

What Went Wrong

• Late-June demand deferrals reduced revenue by ~$30M below internal expectations, driven by tariff-related pricing uncertainty at Fluke and constrained state/local government spending impacting Gordian “use-it-or-lose-it” behavior.
• Healthcare equipment capex deferrals (ASP sterilization and Fluke Health QA devices) tied to reimbursement policy changes pressured AHS revenue (-1.3% YoY, -1.9% core), though AHS software outperformed.
• Tariffs created a ~$0.02 adjusted EPS headwind in Q2 net of countermeasures; adjusted gross margins were flat YoY as pricing and mix gains offset tariff costs.

Transcript

Operator (participant)

My name is Brock and I will be your conference facilitator this afternoon. At this time I would like to welcome everyone to Fortive Corporation's second quarter 2025 earnings results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during that time, simply press Star then the number one on your telephone keypad. If you would like to withdraw your question, please press Star and the number two. I would now like to turn the call over to Ms. Christina Jones, Vice President of Investor Relations. Ms. Jones, you may begin your conference.

Christina Jones (VP of Investor Relations)

Thank you and thank you everyone for joining us on today's call. I am joined today by Olumide Soroye, our President and CEO, and Mark Okerstrom, our CFO. Today's call will begin with a brief overview of our consolidated Q2 results which include the results of our Precision Technologies segment. The remainder of our remarks will focus on Fortive's continuing operations following the successful separation of the Precision Technologies business, now Ralliant, which was completed on June 28, 2025. Please note that we will defer any questions related to Precision Technologies to the Ralliant team who will hold their earnings call on August 12, 2025. During today's call we will present certain non-GAAP financial measures. Information required by Regulation G is available on the Investors section of our website at fortive.com. Our statements on period to period increases or decreases refer to year over year comparisons unless otherwise specified.

We will also make forward-looking statements including statements regarding events or developments that we expect or anticipate will or may occur in the future. These forward-looking statements are subject to a number of risks and actual results might differ materially from any forward-looking statements that we make today. Information regarding these risk factors is available in our SEC filings including our Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the quarters ended March 28, 2025 and June 27, 2025. These forward-looking statements speak only as of the date they are made and we do not assume any obligation to update any forward-looking statements. With that, I'll turn the call over to Olumide.

Olumide Soroye (President and CEO)

Thank you, Christina. Let me begin on slide 3 with a few key messages. First, this was a pivotal quarter for Fortive. We successfully completed a spin-off of Ralliant on June 28 and we've emerged as a simpler, more focused company well positioned to deliver durable and accelerated financial performance. In our final quarter as a consolidated company, we delivered adjusted EPS of $0.90 at the high end of our guidance range with 8% growth in trailing twelve months adjusted free cash flow for new Fortive on a continuing operations basis. Our Q2 earnings and free cash flow results demonstrated resiliency. We delivered adjusted EPS of $0.58 and 14% growth in trailing twelve months free cash flow despite customer demand pressures in the second half of June stemming from tariff uncertainty, constrained government spending, and evolving healthcare policy dynamics as previewed in our June 30 Ralliant spin completion press release.

Today, we are also initiating guidance for Fortive's continuing operations reflecting our full year outlook and consistent with our new Fortive approach of providing clear and simplified guidance and disclosure. Finally, we remain focused on executing our Fortive PACS-related strategy introduced at our investor day seven weeks ago and designed to drive faster profitable growth and strong shareholder value creation over the medium term. We couldn't be more confident and excited for the road ahead. Touching briefly on slide 4, which covers our final quarter of consolidated results including the Precision Technology segment, now Ralliant, we delivered Q2 adjusted EPS of $0.90 at the high end of our guidance range and generated approximately $300 million in adjusted free cash flow on a trailing twelve month basis. Our free cash flow grew 8% and free cash flow conversion on adjusted net income was 105%.

We deployed approximately $140 million towards share repurchases during the quarter. From the time of the spin announcement in September 2024 through completion in June 2025, we allocated over 75% of our consolidated free cash flow to share repurchases, consistent with our previously communicated guidance about capital deployment during the period. Finally, we completed a spin-off of Ralliant ahead of our original timeline, a testament to the power of Fortive Business System-driven execution and the talent and dedication of our teams around the world. From this point on, all figures and comments will refer to Fortive's continuing operations excluding the results of the Precision Technologies segment. Let's move to Slide 5 with the completion of the spin. MU40 begins in Q3 as a simplified and focused company with a track record of strong, durable financial performance fortified by our 50% recurring revenues as shown on this slide.

We begin this next chapter with an attractive financial profile and track record, having delivered 4% compounded annual core revenue growth over the past five years with solid growth every year since the global pandemic in 2020. Each of our two reporting segments have been key contributors to this performance and are poised for acceleration powered by our Fortitude Accelerated Strategy. Before we dive into the details of Q2 results, let me highlight some examples of exciting progress our team made in the quarter in executing our 14 Accelerated Strategy on Slide 6. Our strategy is built around three core levers for profitable organic growth acceleration, innovation acceleration, commercial acceleration and recurring customer value, all powered by our amplified Fortive Business System. Our new disciplined capital allocation approach seeks to enhance this organic result with maximizing medium term equity returns as our North Star.

We made meaningful strides in advancing key elements of this strategy in Q2. Starting with innovation acceleration, Fluke continues to execute an exciting market leading innovation fund. For example, Fluke's 1670 Series multifunction installation tester with TrueTest software, Fluke Connect and wireless connectivity was named Most Valuable Product in Control Engineering's 2025 Product of the Year awards. At Gordian, we're seeing strong adoption of a new cloud-based assessment and capital planning module driving double-digit orders growth in that product category. Moving to commercial acceleration, our Latin America growth strategy continues to run, delivering double-digit Q2 growth in the IOS segment in the region. At Fluke we saw high single-digit growth in our priority high growth applications including distributed energy and data centers with exciting runway ahead of us closing with recurring customer value.

Our journey at Fluke to increase recurring revenue continued with double-digit ARR growth in the quarter and we are undertaking AI-enabled customer experience improvements across our portfolio, driving better net dollar retention and customer lifetime value. As an example, Provision launched AI assistance and intelligent automation to drive productivity in key healthcare workflows. All our organic growth acceleration levers are enabled by our amplified Fortive Business System, which is at the heart of our culture. In May, nearly 1,000 team members around the world participated in our President's Kaizen Week, tackling growth opportunities with a continuous improvement mindset. It's one of my favorite weeks of the year and I was particularly inspired by the pervasive deployment of AI capabilities for impact across our 34 Kaizen teams and our team's energy around amplifying FBS for profitable growth. Finally, disciplined capital allocation is an integral component of our Fortive accelerated strategy.

At our June Investor Day, we outlined our capital allocation priorities to enhance shareholder returns, invest in organic growth, pursue accretive bolt-on M&A, deploy capital to share repurchases, and maintain a growing dividend. Aligned with these priorities, we are activating our bolt-on M&A engine and we are applying a rigorous, disciplined approach based on relative returns to evaluate yields. We are ready to execute attractive bolt-on opportunities with the goal of enhancing shareholder returns. Looking ahead, the future is bright for Fortive. We are emerging from the spin-off as a more durable and resilient company with a clear plan to accelerate shareholder value creation through profitable organic growth, disciplined capital allocation, and a deliberate focus on building and maintaining investor trust. We have rock-solid confidence in the quality of our new Fortive portfolio, purpose-built in and a Fortive accuracy strategy shared at our Investor Day seven weeks ago.

Notwithstanding fluctuations in specific quarterly metrics, our teams are energized, empowered, and excited to lead Fortive into this next chapter. I have been spending time with several of our customers and they are thrilled about our new Fortive direction and eager to be part of our innovation acceleration, commercial acceleration, and recurring customer value agenda. With that, I'll turn it over to Mark to walk us through the financial results for Q2, our last quarter before the launch of new Fortive.

Mark Okerstrom (CFO)

Thanks Olumide. I'll begin with slide 7. In the second quarter we delivered total revenue of just over $1 billion, down 0.4% year over year. On a core basis, revenue declined 0.7%. Q2 revenue growth for the company was negatively impacted late in the quarter by customer demand, responses to macro pressures and uncertainty, which Olumide mentioned earlier and on which I will elaborate in more detail as I go through our segment results. Across the first 10 weeks of the quarter we saw a continuation of the revenue growth trends we saw in Q1. However, as June progressed we saw year over year growth turn negative in the last few weeks and we finished the month approximately $30 million below our expectations, driving year over year revenue growth on our $1 billion quarterly revenue base into decline territory. Although it's early, July is looking better.

Aside from these end of quarter factors, the business performed broadly in line with our expectations. From a geographic perspective, North America was slightly positive but less so than what we had anticipated largely due to the end of quarter factors. Western Europe, China and Latin America were down year over year. We delivered adjusted gross profit of $650 million, similar to last year. Adjusted gross margins were also roughly flat year over year as FBS driven pricing actions, growth in higher margin recurring revenues and lower cost from supply chain countermeasures were roughly offset by tariff related cost pressures. Adjusted EBITDA was $288 million in line with Q2 of last year with adjusted EBITDA margins holding steady versus the prior year.

We delivered adjusted EPS of $0.58, up 4% year over year driven by stable year over year adjusted EBITDA coupled with lower interest expense on lower debt balances and the positive year over year impact of share repurchases. We estimate direct tariff costs net of countermeasures created a roughly $0.02 headwind to EPS in the quarter. This excludes the tariff related quarter end demand pressure referenced earlier. We generated $180 million of free cash flow in the second quarter with our Q2 trailing 12 month free cash flow of $939 million representing a solid 14% year over year increase. Our Q2 trailing 12 month free cash flow conversion on adjusted net income was 107%. Moving to our segment results, starting with Intelligent Operating Solutions on slide 8, both revenue and core revenue growth were essentially flat year over year, which was below our expectations.

The back half of June year over year growth turned negative, driven by two primary factors. First, general tariff uncertainty and questions around the permanence of tariff-related pricing and surcharge changes resulted in what we believe was deferred, not canceled, customer spending on certain categories of professional instrumentation at Fluke. While overall orders grew in the quarter, the mix of orders, particularly in the final weeks, shifted to longer lead time products, resulting in an increase in backlog and a shortfall in revenue. We expect to deliver most of the backlog over the course of the second half of the year. We are seeing encouraging signs in July that order mix is normalizing, which would suggest that most of the Q2 revenue slip will come back to us in the next several quarters. Secondly, constrained U.S.

government spending and fiscal tightening at state and local governments pressured take rate procurement revenue at Gordian. Gordian usually sees a spike in spending in the last few weeks of Q2 as government entities with the June fiscal year end rush to use their remaining budgets. Our customer discussions suggest that overall concerns about go-forward funding more broadly created a chilling effect on the usual use it or lose it behavior. Absent the above factors impacting Fluke and Gordian, the quarter would have come in broadly in line with our expectations. As always, there were puts and takes, but we've been pleased with the growth we've seen at Industrial Scientific and the iOS software businesses year to date. Adjusted gross profit came in at $461 million, down slightly from prior year.

Adjusted gross margins declined to 66.1% from just under 70% a year ago, primarily due to tariff cost pressures partially offset by pricing countermeasures and growth from our higher margin software businesses. Despite the slight revenue and gross profit declines in the segment, adjusted EBITDA grew 2% to $236 million as lower operating costs more than offset the modest decline in gross profit. Adjusted EBITDA margins grew to 33.8%, up from 33.3% in the prior year period. Moving to our Advanced Healthcare Solutions segment on slide 9, we delivered total revenue of $320 million, which was below our expectations. Revenue was down 1.3% year over year and down 1.9% on a core basis. Towards the end of Q2 we saw reimbursement policy changes and uncertainty impact the Advanced Healthcare Solutions segment.

Specifically, we saw the deferral of U.S.-based hospital capital expenditures on healthcare equipment including sterilization machines at ASP and quality assurance devices at Fluke Health with customers citing precautionary deferral of spending while they sort through the impact of reimbursement policy changes. We saw partially offsetting outperformance in other parts of the business with our AHS software businesses outperforming on strong execution and benefiting from resilient SaaS-based revenue models. Absent the end of quarter pullback in healthcare equipment spending, AHS in total would have grown revenue largely in line with our expectations. Despite revenue being down year over year, adjusted gross profit was up slightly. Adjusted gross margins were up from just under 58% last year to just over 59% with favorable pricing contribution aided by a mix shift into higher margin AHS software revenue away from lower margin hardware revenue.

Adjusted EBITDA was flat year over year at $86 million as we reinvested very modest gross profit dollar growth into R&D, sales, and marketing initiative to drive our top line acceleration agenda outlined by Illuminay. Despite these investments and declining revenue, adjusted EBITDA margin expanded modestly from 26.6% to 26.9%. Moving to slide 10 for a brief update on tariffs which had shifted meaningfully since our Q1 earnings call. Based on current tariff rates in effect or expected to go into effect, we now expect the gross tariff impact for Fortive continuing operations to be approximately $40 million-$55 million in the second half of 2025 and $80 million-$120 million on an annualized basis. The majority of this impact is related to U.S.-China tariffs.

While the global trade environment remains volatile and that volatility is impacting our results on the margin, we are actively leveraging the Fortive Business System to adapt and respond. Our countermeasures include pricing actions and surcharges, shifts in our global supply chain, the manufacturing footprint, and incremental cost and productivity initiatives. Assuming tariff conditions continue along the path of what is known today, we expect gross tariffs to be mitigated fully by the fourth quarter, and we expect we will see a modest gross margin and EPS headwind in Q3 as our countermeasures continue to fully phase in. Should global trade and fiscal policy remain as volatile as it has recently been, we would expect to continue to see near term revenue impacts and challenges with revenue visibility of the type we saw in Q2.

Turning to slide 11, we received a $1.15 billion dividend for the Ralliant spin-off, which is reflected in the Fortive Continuing Operations balance sheet. In our earnings release in July, we used approximately $725 million of proceeds from the dividend to pay down debt comprised of the entirety of our Japanese yen and Euro denominated term debt and a portion of our 2026 Euro bonds. We plan to use the remaining dividend proceeds for share repurchases. The balance sheet figures shown here represent Fortive Continuing Operations on a pro forma basis reflecting the debt paydown. From a leverage standpoint, our gross leverage ratio is roughly 2.5 times adjusted EBITDA after these debt repayments, in line with our stated target. As previously highlighted, on a trailing twelve month basis, we generated roughly $940 million of annual free cash flow.

This, plus our strong balance sheet and growing adjusted EBITDA, gives us ample capacity and flexibility to execute our capital deployment priorities, always with a disciplined focus on allocating capital based on best relative risk adjusted returns from a shareholder's perspective. Moving to slide 12, we are initiating our full year adjusted EPS guidance for new Fortive at $2.50-$2.60 per share. This outlook assumes a continuation of the market dynamics we experienced in Q2. We are not forecasting any material improvement or deterioration. It reflects the expected net impact of tariffs based on currently announced rates. Now let me provide a few additional modeling considerations from a phasing perspective. We expect Q3 reported revenue to be broadly similar to Q4, including a modest tailwind from FX. We are modeling second half core revenue growth broadly in the range of the core growth we saw in the first half.

We also expect AHS core growth in the second half to be similar to Q2, with a more challenging year over year comparable in Q3. From an adjusted EBITDA perspective, we expect typical seasonality with Q3 adjusted EBITDA lower than Q2 on a dollar basis. As a reminder, with lower debt balances our interest expense will be lower in the second half. We continue to expect a full year adjusted effective tax rate in the mid teens; however, we are modeling Q3's tax rate in the high teens and the Q4 tax rate in the single digits due to discrete tax items in the quarter.

Given seasonal revenue and margin patterns and the interest and tax assumptions I just outlined, we expect Q4 adjusted EPS to be meaningfully higher than Q3, which we currently expect to be slightly lower than what we saw in the second quarter on a sense basis. Before I wrap up, I'd like to take a moment to walk through our approach to guidance and disclosure for the remainder of the year. As we have just outlined, we will provide annual adjusted EPS guidance updated quarterly, along with commentary on phasing throughout the year and modeling help on other key P and L line items. Our disclosures will remain focused on key metrics at the Fortive and segment level, with color at a lower level of granularity as appropriate to provide clarity on key drivers of performance.

This approach reflects our ongoing desire for clarity and simplification in our communications with the investor community. As a final note, before turning it back to Olumide for closing remarks and Q and A, I wanted to directly and clearly state that recent near term revenue volatility has absolutely no impact on our confidence in the future outlook for our business and specifically, the medium term financial framework we shared at our recent Investor Day remains firmly intact. Q3 marks the beginning of our new chapter and we are moving the pieces into place to drive accelerated growth and shareholder value creation in the coming years. The three pillar value creation plan we outlined at our June Investor Day is now solidly in the implementation phase and I couldn't be more excited for the road ahead. With that, I'll turn it back to Olumide.

Olumide Soroye (President and CEO)

Thanks, Mark. Let me close our prepared remarks on slide 13 with a few reflections on what's ahead for Fortive. First, we have a long track record of strong annual financial performance as presented on this page, solid revenue growth, expanding EBITDA margins, and resilient free cash flow in the last five years. Q2 2025 was our last quarter before the launch of New Fortive. While core growth in the quarter was below our expectations, our earnings and free cash flow stood up well in the face of unexpected headwinds. We delivered 4% adjusted EPS growth and 14% trailing twelve months free cash flow growth. This is a testament to our team, the operating leverage and cash generation strengths in our business, and the Fortive Business System. We are excited about what that portends as we return to normal and accelerating growth.

With Q2 and the spin behind us, we now enter the era of Fortive Accelerated. Our purpose-built New Fortive team is excited about the opportunity ahead of us, and we thank you all for your interest in Fortive. I especially want to thank our investors, our 100,000 customers, and all our Fortive employees around the world across our ten iconic operating brands who do a tremendous job every day to deliver near-term results and build enduring advantages in our businesses. With that, I'll turn it to Christina for Q and A.

Christina Jones (VP of Investor Relations)

Thanks Olumide. That concludes our prepared remarks. We are now ready for questions.

Operator (participant)

Thank you.We will now be conducting a question and answer session. If you would like to ask a question, please press Star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the Star keys. Our first question today comes from Julian Mitchell of Barclays. Please proceed with your question.

Julian Mitchell (Equity Research Analyst)

Hi, good afternoon and congrats on getting the first earnings out of the way as Romain Co or New Fortive. Maybe just wanted to start with the sort of second half moving pieces between third and fourth quarter. It seems like maybe third quarter EPS is in the maybe low mid-50s range in terms of cents, perhaps sort of flattish EBITDA sequentially. There is the tax pressure and into the fourth quarter it looks like you need a sort of 30 cents or so increase in EPS sequentially helped by that tax rate dropping in Q4. I just wanted to make sure that that rough framework made sense in terms of your full year guidance and just sort of help us understand on the operating line why do you get such a big lift in Q4?

Mark Okerstrom (CFO)

Yeah, thanks Julian. I'll take this one. There definitely are a few things going on. I'd say directionally you're thinking about things the right way. You know, as a reminder, just normal seasonality of this business is for there to be a step down from Q2 to Q3. You definitely see that in the way we're sort of shaping the year. Added to that is we do have some negative impact from tariffs still that are going to hit us in the third quarter, which sort of builds upon it. As you move into the fourth quarter again, normal seasonality is the biggest driver. If you work down through adjusted EBITDA first, you've got a couple of other factors. One is that the tariff countermeasures are fully implemented and they actually become a slight positive at current rates into the fourth quarter.

Secondly, you've got a tailwind from effects which, you know, again, foreign denominated currencies, more US dollars in revenue and the vast majority of our costs are sitting in US dollars. That does drop through to adjusted EBITDA. That's then compounded as you move down to adjusted EPS because you've got the discrete items on tax, tax rate that we mentioned, which pushes tax rate down into the single digit zone. You've got lower interest expense on lower debt balances and then you've also got the year over year impact of share repurchases that are helping EPS as well.

Julian Mitchell (Equity Research Analyst)

That's helpful, thank you. Just my follow up would be around a couple of the main end markets that led to the shortfall in Q2 and how you're thinking about those playing out from here. In particular, I suppose the government pressure at Fluke. What are you assuming there in terms of how much faster that improves? In health care, just unpack a little bit because you had the sort of selling days headwind in Q1 and then it seemed to morph into something more problematic late in Q2. What are you seeing right now there in Q3?

Olumide Soroye (President and CEO)

Yeah, thanks Julian. I'll take that one. In many ways Q2 played out exactly how we expected, except for these three discrete items. I'll go through the three of them. The first one on the FAL, government spending at Gordian, the nature of that is we're coming up after 2022 and 2023 where we had double-digit growth in that business. We knew we kind of had a comp issue coming in. June, we always say June is a big month, but in particular for that business because it's the year end for state and local agencies, they usually have a big spike in spending which just did not happen as much as we've seen for the last several Junes, the last several years. What we do know to be the case is that the projects in the pipeline are still there.

They are essential projects for these communities that have to get done. We know as a matter of fact that these agencies are working through getting those projects funded. The exact timing of when they flow through our revenues is hard to predict. I would say that for the second half, the guidance we've laid out here comprehends any range of outcomes on how that plays through, whether it's fast or slow. We have enough other things to make sure our guidance here is secure. That is going to trickle through. Just the prediction of the timeline is hard to nail down with respect to health care. I would say the overall segment continues to be very strong for us. There was a very specific thing in June for aperture equipment purchases by hospitals. If you think about it, the one big beautiful bill was signed on July 4.

That means that three weeks before that these hospitals were trying to figure out what the final provisions were going to be, how that affects the economics in terms of especially Medicaid and sort of uninsured and what that means for them overall. A lot of them really just precautionary deferred health equipment purchases. This essential sterilization and safety equipment that they do have to buy. We've already seen in July some favorable trends that some of that's coming back. We know it's going to come back. We haven't assumed it's all going to flow through in Q3 or Q4. Our guidance is secure, whatever the timeline is on that. I think the Fluke one, just to close it off, Julian, is the easiest one in many ways because POS was very strong, others grew in the quarter. You say, what happened?

It really was we had a slight shift in mix from short cycle to longer cycle in late June, which meant we built backlog. Again, we know the backlog is going to burn over the next few quarters and, again, whatever range of outcomes is safe within our guidance. Overall, solid quarter and we feel good about what we've assumed here. Great, thank you. Thanks Julie.

Operator (participant)

The next question is from Nigel Ko of Wolfe Research. Please proceed with your question.

Nigel Coe (Managin Director)

Thanks. Good morning.

Sorry.

Good afternoon. Thanks for the details. I think you said sales in line with 2Q and 3Q and then you clarified to the previous question that sales normally down Q4QS. Just wanted to clarify that point. Is organic sales in 3Q consistent with the modest decline we saw in 2Q? Just want to clean that one up.

Mark Okerstrom (CFO)

Yeah, I mean I would think on a consolidated basis it's roughly in line. You know, the one thing to keep in mind is that for AHS specifically, I would expect the back half growth rate to be consistent with what we saw in Q2. Again, really largely on the factors that Olumide mentioned. There, you know, continues to be pressure on healthcare reimbursement rates and we don't expect that to subside, you know, anytime in the back half of the year. Okay, just. Again, maybe I'm just being dumb.

Nigel Coe (Managin Director)

The organic sales growth consistent with 2Q on a total basis or dollar sales. Dollar sales.

Dollar sales. Okay.

Yeah, yeah.

Okay.

Mark Okerstrom (CFO)

That implies to be roughly first half.

Nigel Coe (Managin Director)

Okay, thank you very much. That implies that IOS organic sales growth would improve materially in 3Q, but AHS still in that down 2% type of range. If we're seeing this temporary dislocation in June from the standardization equipment, why wouldn't AHS improve in the second half of the year?

Olumide Soroye (President and CEO)

Yeah, let me take that one, Nigel. That's the right question. I think part of it is the Q3 2024 comp for AHS is quite high. That's part of what you see. Q3, especially for AHS, would not show the quick pop in Cogworth improvement that iOS will show. I think we also, again, just precaution, we've kind of assumed in our guide here that to Mark's point, these hospitals, and they're different, the academic hospitals are different and the big ones than the rural hospitals. We've just kind of, from a prudence point of view, assumed that it takes a bit of time for it all to unwind, unlike for Fluke, where we know its backlog we built and that's going to be easier to burn because it's all in our control.

There's some of that that you see, there's a comp effect in Q3 for AHS and just the nature of the specific huddles that we run into in late June and what we've assumed for how quickly they resolve.

Nigel Coe (Managin Director)

Thanks, Elimelech. Comps certainly do get tougher. I see that. Just a quick one on the ongoing, it seems like you had a little bit of the junior end friction around use it or lose it. Just to be clear, that business has recovered in Q3 so far. I'm just wondering, could you maybe just give us some renewal rates around Gordian or the iOS software? That'd be helpful, thanks.

Olumide Soroye (President and CEO)

Yeah. I mean, just on the Gordian piece, yes, it was a specific situation around this year and for the state and local, we are seeing that kind of ease up a little bit in July, but it is too early to call victory on it. It is certainly feeling like things are easing up a little bit. I think in terms of overall software renewal rates, I would tell you that, you know, all of our software businesses had very good NDR in the quarter. Renewal rates are really strong across the board. What we are really focused on is instead of just gross dollar retention, really working on the expansion and the cross sell and upsell and pricing to get our NDR to even higher levels. From a renewal point of view, all really strong. Really, really strong.

Like Mark mentioned, we are talking about the three areas that did not go the way we expect. The fact of it is everything else went really well for us in the quarter, which I think just gives us a lot of confidence as we look at the medium term outlook that we laid out seven weeks ago.

Nigel Coe (Managin Director)

That's great.Thank you.

Operator (participant)

The next question comes from Steven Tousa of JPMorgan. Please proceed with your question.

Stephen Tusa (Managing Director)

Hey guys, I echo Julian's comments on congratulations for coming out here.

Your first quarter, public.

Mark Okerstrom (CFO)

Thank you.

Stephen Tusa (Managing Director)

Just a little bit on the, at a higher level, the rationale around, I mean I didn't quite get the slide maybe, but it looks like you guys will not be giving organic growth.

Guidance at a high level. You'll just be giving kind of like color on that.

Julian Mitchell (Equity Research Analyst)

Is that right?

Mark Okerstrom (CFO)

That's the intention, Steve. I think I would think about it as we're going to try this approach for the back half of the year. We want to get feedback, you know, as we go and, you know, really just to reiterate the goals here, number one is we just really wanted to simplify the way that we communicate with investors. That's certainly been a, you know, strong point of feedback from the broader investment community for us and we've taken that on board. Secondly though, just to be very clear, our sights are very much set on the value creation plan that we laid out. That's a multi year value creation plan.

Part of the simplification effort is to make sure that we have the ability from quarter to quarter and across P L items to make business decisions that are smart business decisions that will support that medium term value creation goal. That's what's led us to again annual adjusted EPS only with hopefully modeling help that is maybe even more helpful than specific quarterly guidance might have been in the past. Okay.

Stephen Tusa (Managing Director)

My feedback would be like one number.

Is probably not enough, but I guess.

We'll see how it goes in the next couple quarters here.

I think Illumina, you said you're going to. You emphasize that you're kind of ready.

To do bolt-ons.

I thought there'd be a little bit of a breather on that front. Is there anything that you are changing in that approach relative to what Fortive has done historically? Was there a bit of a reset on the process or anything like that? Should we just think about this as a continuation of what's been happening?

For the last few years?

Olumide Soroye (President and CEO)

Thanks, Steve. I mean, it is. We've tried to be really clear about how this is a very different capital allocation play call that we've made here. First is the kind of the dynamic balance across share repurchase and kind of accretive M&A that is really focused on bolt-ons. That is very different. The second thing that is different is we've really elevated, you know, kind of the financial and strategic scrutiny that we apply to these bolt-on deals that we do. We have a strong track record on them and we've elevated that level of scrutiny on those bolt-ons. I would say in terms of kind of the timing, obviously we've been kind of quiet now since we announced the spin in September 2024 and even for nine months before that, we've been quiet.

I think one thing we've continued to do in that quiet period, Steve, is we've continued to cultivate these proprietary deals with assets that are close to areas of strength for us that we advantage natural owners for, that we know exactly how to create value for. Now we're, you know, we're kind of opening the conversation to see which ones of those meet a very high bar on bolt-ons that are accretive and have strategic fit and meet our financial criteria. It's always, as you know, hard to predict the exact timing of when these things will mature for execution. We're open for business and at the same time a level of kind of discipline and especially attention to making sure that every deal we do is beyond reproach is really high right now. We'll hold a high bar, but we're also open for business.

Mark Okerstrom (CFO)

Yep, makes a lot of sense. Thanks a lot.

Olumide Soroye (President and CEO)

Thanks.

Operator (participant)

The next question is from Jeff Sprague of Vertical Research Partners. Please proceed with your question.

Jeff Sprague (Founder and Managing Partner)

Hey, thanks. Good afternoon, everyone. Yeah, I'm still a little confused on a couple of the guidance inputs here myself. I think we've got AHS nailed down. What are you implying for iOS then?

Dollar sales roughly equivalent in Q3.

A seasonal pickup in Q4.

Can you just clarify that?

Mark Okerstrom (CFO)

Yeah, I would think about IOS broadly as following the same pattern that we spoke about before where Fortive, you know, in total. So you will see a, you know, a pickup in core growth through Q3 and you know, I think about the back half in total as being, you know, broadly consistent with what we saw with the first half in terms of core growth rates.

Jeff Sprague (Founder and Managing Partner)

Just trying to triangulate to what you said about EPS and maybe I've got something wrong below the line.

On interest or other.

It looks like you're implying down margins on flat sequential revenues in AHS, is that correct?

Or where is the implicit margin pressure in Q3?

Mark Okerstrom (CFO)

Q3, I would think about AHS as being broadly consistent with.

Probably down.

A little bit versus Q3 of last year again just on the trends that we saw, tariff impact, et cetera. iOS, I would think about as again just down slightly again on that tariff impact. You see rebound in the fourth quarter on the factors that we mentioned.

Jeff Sprague (Founder and Managing Partner)

I'm sorry, just, I mean there's a, I guess there's an upper bound on high teens and there's a lower bound on single digit tax rate for.

Teens, Q3 and Q4, but maybe you could just tell us what you're expecting for the annual tax rate so we.

Don't get too far out of whack.

On trying to triangulate between those two.

Mark Okerstrom (CFO)

Yeah, I mean, I would think about annual tax rate in the, call it 14-16% zone. Yeah.

Jeff Sprague (Founder and Managing Partner)

Okay, great. I'll leave it there.

Mark Okerstrom (CFO)

Thank you.

Olumide Soroye (President and CEO)

Yeah, thanks, Jeff.

Operator (participant)

The next question is from Scott Davis of Melius Research. Please proceed with your question.

Scott Davis (Chairman and CEO)

Hey guys and Christina, congrats on getting all this stuff done.

I'm sure it was a lot of.

Work, but in that context, I just wanted to ask, how big of a distraction was it to the organization with the spin and the management change kind of at the similar time? I would imagine that would create some angst amongst folks, but maybe some color around that.

Olumide Soroye (President and CEO)

Yeah, thanks. You know, I think it is a lot of work for the team and I'm grateful to just the incredible effort that our teams put into getting the spin executed at the same time getting the quarter delivered and ending up by the high end of our adjusted EPS guide. You know, it was a lot. To your point, the leadership change is a lot too. While, you know, obviously I'm not new to the team, but it's still a change.

I would say that, you know, in the spirit of our culture, because the thing that makes Fortive special is not any one of us, it is the fact that all 10,000 of our teams are deeply rooted in the Fortive Business System. That's how we do everything we do. The show goes on in that sense. From a distraction point of view for most of our operating companies, which is where we serve our customers, it really wasn't much of a disruption. Most of the spin activity was on the corporate team. Again, I wouldn't say it was not change, but just to calibrate it, overall we still delivered solid first half despite this kind of late in the quarter call growth means that $30 million and a billion dollar revenue base in a quarter. I think our teams just did an incredible job of resiliency, staying focused.

I'll tell you just right now the level of excitement about the future and the path we're on with Fortive Accelerated is quite a thrill to see. Best of luck guys. I'm going to pass it on.

Scott Davis (Chairman and CEO)

That's enough for me.

Thank you.

Mark Okerstrom (CFO)

I appreciate it.

Olumide Soroye (President and CEO)

Thanks.

Mark Okerstrom (CFO)

Thank you.

Operator (participant)

The next question is from Andy Kapowitz of Citigroup. Please proceed with your question.

Andy Kaplowitz (Managing Director)

Hey, good morning everyone.

Olumide Soroye (President and CEO)

Morning.

Andy Kaplowitz (Managing Director)

You mentioned the deferred spending at Fluke toward the end of the quarter, but you said that the order mix I think is normalizing. I guess the question is why did you see a bit of a gap there down now? Because Fluke's been, as you know, pretty stable for a long period of time even, I think, in the initial tariff related volatility. How much do you worry, if at all, that it's just maybe more macro uncertainty creeping in or, you know, it's just this sort of temporary thing and what are you seeing in the channel?

Olumide Soroye (President and CEO)

Yeah, no, thanks. Thanks for that question. I mean, I think we just step back for Fluke overall. You're exactly right. Our level of confidence and excitement in the kind of really differentiated position of that business. You think about industrial professional instrumentation, you'll be hard pressed to find a business with the brand strength and the gross margins and the resiliency that we've shown. The fact that 15% of that business is now recurring revenue, same continues to grow at double-digit ARR for that piece of it. Nothing changed about Fluke, the focus on innovation and how that adds acceleration to what's already a great story. All of that stays the same.

I think again what happened in Q2 was again just very simply for short cycle type of products, customers on a few big orders saying hey, I want to wait and see what happens with tariffs before I place the order. In the meantime, I'm going to burn through the inventory I have and a lot of those are coming back now. The broad story that's the context for your question is right, which is Fluke remains strong. We feel great about the outlook. What we've done with the second half guide is really just very prudently and in a balanced way looked at what we saw in the first half and the fact that the tariffs back and forth is not all settled yet.

While we don't know exactly how all of that will trickle through the system, including in some of the international markets in Western Europe and China and Latin America, where there are other things at work in those markets as they try to shift more money to defense and all of that, we just prudently assumed that the second half core growth performance for Fluke and iOS will be the same as what we saw in the first half. Knowing that there's a lot of things that give us a chance to accelerate off that going into next year. Nothing has changed about the fundamentals of Fluke. In many ways, we're more excited about our prospects now in the medium term for that business than we've ever been. We just really try to be prudent and balanced about the second half guide, to inform.

Andy Kaplowitz (Managing Director)

Can I ask you a follow up to that? Like, if I look at China and Europe, it feels like at best those geographies are stable and maybe there's been a little bit of a step down as, you know, for instance, you get that transition to defense in Europe you talked about. What are you seeing there? Are you guys seeing sort of stability? Is it a little bit weaker in those regions? More color, I think would be helpful.

Olumide Soroye (President and CEO)

Yeah, no, absolutely. So I mean, let me just give you a few data points. So from a point of sale point of view, you know, say North America was our best market. As we look at the rest of the year, expect that to be the case and think double digit POS, which is really strong. For Western Europe and most of APAC, the point of sale is generally flat or flattish, which again is consistent with what we expected coming into the year. You know, I think as we look out, we're not assuming any of that changes dramatically. We think for North America, we continue to be strong. I think in many ways some of the benefits of the policy changes as it pulls more industrial manufacturing capacity into the U.S. will provide a tailwind for North America. We feel the North America trajectory remains strong.

For China, you know, we really do feel like, it feels like there's, you know, it's bottomed out a little bit and it gets better from here on, especially given the framework on tariffs feels to be getting to some point of closure soon here. We think that would reduce some of the anxiety in the system and help us sort of see the bounce in China over time. In many ways I think Western Europe is the one that's still to be seen as they kind of try to walk through a number of active wars in the region and a number of important decisions on moving spending to defense and how that affects the overall economy. Again, I feel good about the work that our team is doing in terms of innovation for those markets and controlling the things that we control.

Andy Kaplowitz (Managing Director)

Appreciate all the color.

Olumide Soroye (President and CEO)

Thanks.

Operator (participant)

The next question is from Joe Giordano of TD Cowen. Please proceed with your question.

Joe Giardano (Managing Director)

Hey guys, thanks for taking my questions. Just curious, with all the pressure on hospitals and what reimbursement can mean for margins for like most of the hospitals are, you know, a lot of non for profits, a lot with really, really thin margins. Does this push them towards like more down the line to single use applications where it just if they're focused on lowering the amount of dollars they spend at any given time on like larger scale equipment?

Olumide Soroye (President and CEO)

No, we do not think so I guess is the short answer. I think if you think about what this all means for health care providers, I think it means they probably would have pressure on reimbursements. They may even have, you know, at some level pressure on sort of the, you know, kind of the insured customer base, which may affect volumes.

And you say, well, what are they likely to do about that? I think the first thing to think about is the profit center for these hospitals are in the operating room. They are likely to want to move more activity through the operating room. As they do that, the fact of the matter is there are a lot of disadvantages to single use steel, including effectiveness and also kind of total cost of ownership of those kind of approaches versus the kind of high effective instruments, robotics, endoscopes that are really needed for the highly profitable procedures going through the OR. We do not, you know, we see in many ways more movement to advanced devices that tend to be connected with more profitable procedures. Those devices are not single use.

Those devices would need very tough on germs and gentle on devices, sterilization procedures that map well with where we picked as a position of strength. I was with one of our big hospital clients just recently and absolutely everything we are hearing from them is hey, we need you more than ever. Because the way this market is shifting, we need more through the OR. We need things that can really help handle robotics and endoscopes and these types of instruments that are becoming. The higher you think about the volume of use of devices in ORs, it is really shifting towards this higher value, higher effectiveness, higher complexity devices. Not single use. Things that really kind of makes. When you think about the total cost and effectiveness trade off just is not as compelling as it might seem.

Joe Giardano (Managing Director)

Fair enough. As you guys start on bolt-on M&A, I am just curious what the like the appetite is on the software side. Just given, you know, where the multiple of the stock is, what you might have to pay for stuff like this. What is the kind of appetite to buy something that might be fast growth but is early stage and may ultimately grow slower? Just curious where that kind of force ranks between, you know, acquiring in fall versus acquiring in like on Fluke or on AHS type stuff.

Olumide Soroye (President and CEO)

Yeah, I'd say overall we've tried to keep it simple, which is that we have clear strategic and financial criteria and whether it's a software asset, consumable, recurring revenue asset, kind of a differentiated, you know, very durable hardware asset, they have to meet the same criteria.

We've shown that irrespective of the type of asset, when we apply the new focus we have on proprietary deal cultivation. This is like we're not waiting for a banker-led process. We actually cultivate in this over many years. Whether it's software or hardware, you can get a great asset and price is very much part of our strategy when we think about the accretive nature of this asset. You get a great asset but also at the right price. That obviously, to your point, is compatible with kind of the multiple we're trading at and gives us a chance to be accretive from that perspective. You know, we feel good that we don't really need to draw a hard line as long as we stick on principle to the criteria that we've laid out.

Again, if you think about the bolt-ons that we did in 2H 2023, there was a software asset in there and it was, you know, the price point fit very well in terms of multiples. We didn't have to get frothy and we had some data AI assets and we had some hardware assets. That's how we're looking at it. We'll hold to our criteria and if it fits, it fits. If it doesn't, we don't feel a compulsion to do any type of deal.

Joe Giardano (Managing Director)

Thanks guys.

Operator (participant)

The next question is from Dean Dray of RBC Capital Markets. Please proceed with your question.

Deane Dray (Managing Director)

Thank you. Good day everyone. I'll also add my congrats.

Mark Okerstrom (CFO)

Thanks Dean.

Olumide Soroye (President and CEO)

Thank you.

Deane Dray (Managing Director)

Hey, I missed the first couple of minutes at the opening so I don't know if this got addressed but anything on stranded costs, is new Fortive already sized appropriately post spin? Anything on kind of repositioning that and what the timing would be and size?

Mark Okerstrom (CFO)

Yeah, thanks Dean. I'll take that. I'd say we're broadly on track with the, you know, the guidance that was given previously. We've got about, I think, half of the stranded costs that are out and dusted and we're going to work on the rest over the next, call it, 12 months or so. I would also say just, you know, generally, you know, as a team that sort of got this opportunity to drive medium long term value creation here, you know, we are looking at opportunities around the business to just be more efficient, to be able to divert dollars to their highest and best use. I think in addition to stranded costs, I mean, we're going to be on the lookout for other opportunities to essentially just drive better performance across the business through cost discipline.

Deane Dray (Managing Director)

Great.

Just as a follow up.

On the cadence of the months, June being down, July bounce back, stabilize. We've heard that elsewhere today and some another industrial. Can you just expand on that? What were the businesses that were down in June, was that deferred and you think that'll still the return in July? You still might see some of those deferred projects coming back over the next couple of quarters but just kind of dig in there. What were the businesses and expectations for the quarter?

Olumide Soroye (President and CEO)

Yeah, no thanks. So there are really three specific areas.

The first one was some of our short cycle professional instrumentation product groups at Fluke where we saw customers on some big orders just say hey, I'm going to wait to see what happens with task on July 9th and then August 1st and then I think a lot of them are now coming back in and placing those orders. We feel good that that resolves fairly quickly and that's a big chunk of it. The second area is on health care capital equipment where again hospitals were holding up on seeing the impact of the big beautiful act and how that affect economics before they procure capital equipment. Funnel remains strong. We didn't lose a single one of those deals just to be really clear. It's really things shifting to the right, the exact timing of when those customers place the order.

We've tried to be prudent and it feels like it's getting better in July, but it's too early to call kind of final victory on that. The third one is the state and local government procurement business where think about this as projects in each of our communities where they're trying to fix leaking roof in city hall, they're trying to replace mechanical equipment in a K12 school that has to be replaced. On the margin in the June year end for a lot of them, they had less money to kind of use it or lose it. They deferred some of those. The projects that have to get done, they'll come back to it. Everything else at Fortive was right on track with what we expected except for those three. We feel good about how that resolves.

We've tried to be prudent on assumptions about how quickly they all come back, but that's how we thought about it. That's real helpful.

Deane Dray (Managing Director)

Thank you.

Olumide Soroye (President and CEO)

Thanks.

Operator (participant)

This now concludes our question and answer session. I would like to turn the floor back over to Fortive for closing comments.

Olumide Soroye (President and CEO)

Excellent. Thank you all for joining us. We appreciate your interest. Our team, as you hopefully can sense, is incredibly excited about the opportunity ahead. We have laid out the plan to have this company in its simpler and more focused form, grow faster. We got our entire leadership team together to get everyone aligned on that just in the last couple of weeks here. The excitement level is really high for us. We also said our capital allocation is a critical part of our value creation strategy. The discipline on that is going to be ferocious from our point of view going forward to make sure we are beyond reproach and just making sure that we build and maintain investor trust. Again, hopefully you have seen that in the way we are approaching these communications. We thank you for your interest and we will see you around.

Operator (participant)

Ladies and gentlemen, thank you for your participation. This concludes today's teleconference. You may disconnect your lines and have a wonderful day.