Fortive Reports Strong Third Quarter 2022 Results; Narrows and Raises Full Year 2022 Outlook
- Q3 total and core revenue growth of 12%, reflects high-quality portfolio and strength of execution
- Delivered 26% GAAP, 20% adjusted earnings per share growth and strong free cash flow in Q3, demonstrating robust compounding model
- Narrows and raises full-year 2022 GAAP EPS range to $2.05-$2.07, Up 24-25%; Adjusted EPS now $3.10-$3.13, Up 13-14%
- Continued outstanding financial performance in 2022 despite foreign exchange and supply chain headwinds
EVERETT, Wash.–(BUSINESS WIRE)–Fortive Corporation (“Fortive”) (NYSE: FTV) today announced financial results for the third quarter 2022.
For the third quarter, net earnings from continuing operations were $190 million. For the same period, adjusted net earnings from continuing operations were $284 million. Diluted net earnings per share from continuing operations for the third quarter were $0.53. For the same period, adjusted diluted net earnings per share from continuing operations were $0.79.
For the third quarter, revenues from continuing operations increased 12% year-over-year to $1.46 billion, which included core revenue growth of 12%.
James A. Lico, President and Chief Executive Officer, stated, “Our financial performance in the third quarter reflects the strength of our operating companies and resilience of our portfolio. As a result of our 12% core revenue growth, 20% adjusted earnings per share growth, outstanding margin expansion and cash flow generation in the quarter, we are once again raising our earnings expectations for 2022. In addition, our teams’ outstanding execution reflects the power and rigorous application of the Fortive Business System, enabling us to deliver on the high expectations we set for ourselves at the start of the year.”
For the fourth quarter of 2022, Fortive anticipates revenue of $1.48 billion to $1.50 billion, diluted net earnings per share from continuing operations to be in the range of $0.59 to $0.61 and adjusted diluted net earnings per share from continuing operations to be in the range of $0.82 to $0.85.
For the full year 2022, Fortive narrows its revenue outlook to $5.78 billion to $5.80 billion, raising its core growth and earnings outlook at the midpoint, with anticipated full year diluted net earnings per share from continuing operations to be in the range of $2.05 to $2.07 and adjusted diluted net earnings per share from continuing operations to be in the range of $3.10 to $3.13.
Mr. Lico continued, “At Fortive, our teams are accelerating innovations that solve our customers’ toughest safety, quality, and productivity challenges. We have strong conviction in the secular drivers favoring enduring growth in these markets. The third quarter demonstrated continued success launching a number of new products and solutions driving compelling investment returns and compounding results for shareholders.”
Fortive will discuss results and outlook during its quarterly investor conference call today starting at 12:00 p.m. ET. The call and an accompanying slide presentation will be webcast on the “Investors” section of Fortive’s website, www.fortive.com, under “Events & Presentations.” A replay of the webcast will be available at the same location shortly after the conclusion of the presentation.
The conference call can be accessed by dialing 888-440-6928 within the U.S. or by dialing 646-960-0328 outside the U.S. a few minutes before 12:00 p.m. ET and notifying the operator that you are dialing in for Fortive’s earnings conference call (access code 6922572). A replay of the conference call will be available two hours after the completion of the call until Wednesday, November 9, 2022. Once available, you can access the conference call replay by dialing 800-770-2030 within the U.S. or 647-362-9199 outside the U.S. (access code 6922572) or visit the “Investors” section of the website under “Events & Presentations.”
ABOUT FORTIVE
Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Fortive’s strategic segments – Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions – include well-known brands with leading positions in their markets. The company’s businesses design, develop, service, manufacture, and market professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. Fortive is headquartered in Everett, Washington and employs a team of more than 18,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.
VONTIER SEPARATION
On October 9, 2020, Fortive completed the separation of its prior Industrial Technologies segment by distributing 80.1% of the outstanding shares of Vontier Corporation (“Vontier”), the entity incorporated to hold such businesses, to Fortive stockholders (the “Separation”) on a pro rata basis.
As the Separation occurred during the fourth fiscal quarter of 2020, Fortive has classified Vontier as a discontinued operation in its financial statements for all periods.
NON-GAAP FINANCIAL MEASURES
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also references “adjusted net earnings,” “adjusted diluted net earnings per share,” “free cash flow,” and “core revenue growth,” which are non-GAAP financial measures. The reasons why we believe these measures, when used in conjunction with the GAAP financial measures, provide useful information to investors, how management uses such non-GAAP financial measures, a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these measures are included in the supplemental reconciliation schedule attached. The non-GAAP financial measures should not be considered in isolation or as a substitute for the GAAP financial measures, but should instead be read in conjunction with the GAAP financial measures. The non-GAAP financial measures used by Fortive in this release may be different from similarly-titled non-GAAP measures used by other companies.
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including statements regarding the impact of the COVID-19 pandemic, business and acquisition opportunities, impact of acquisitions and dispositions, leadership succession, anticipated financial results, economic conditions, industry trends, future prospects, shareholder value, and any other statements identified by their use of words like “anticipate,” “expect,” “believe,” “outlook,” “guidance,” or “will” or other words of similar meaning are “forward-looking” statements within the meaning of the federal securities laws. These factors include, among other things: the duration and impact of the COVID-19 pandemic, including government-mandated mitigation efforts, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, deterioration of or instability in the economy, the markets we serve, international trade policies and the financial markets, changes in trade relations with China, contractions or lower growth rates and cyclicality of markets we serve, competition, changes in industry standards and governmental regulations, our ability to recruit and retain key employees, our ability to successfully identify, consummate, integrate and realize the anticipated value of appropriate acquisitions and successfully complete divestitures and other dispositions, our ability to develop and successfully market new products, software, and services and expand into new markets, the potential for improper conduct by our employees, agents or business partners, contingent liabilities relating to acquisitions and divestitures, impact of the phase out of LIBOR, impact of changes to tax laws, our compliance with applicable laws and regulations and changes in applicable laws and regulations, risks relating to international economic, geopolitical, including war and sanctions, legal, compliance and business factors, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, the impact of our debt obligations on our operations, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, our ability to adequately protect our intellectual property rights, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, commodity costs and surcharges, security breaches or other disruptions of our information technology systems, adverse effects of restructuring activities, risk related to tax treatment of the Separation, impact of our indemnification obligation to Vontier, impact of changes to U.S. GAAP, labor matters, and disruptions relating to man-made and natural disasters. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2021. These forward-looking statements speak only as of the date of this release, and Fortive does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
|
FORTIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited) |
|||||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
|
|
September 30, |
|
October 1, |
|
September 30, |
|
October 1, |
||||||||
|
Sales |
$ |
1,456.0 |
|
|
$ |
1,301.0 |
|
|
$ |
4,295.8 |
|
|
$ |
3,879.9 |
|
|
Cost of Sales |
|
(610.6 |
) |
|
|
(555.3 |
) |
|
|
(1,824.9 |
) |
|
|
(1,666.8 |
) |
|
Gross profit |
|
845.4 |
|
|
|
745.7 |
|
|
|
2,470.9 |
|
|
|
2,213.1 |
|
|
Operating costs: |
|
|
|
|
|
|
|
||||||||
|
Selling, general and administrative expenses |
|
(491.3 |
) |
|
|
(455.6 |
) |
|
|
(1,456.8 |
) |
|
|
(1,340.1 |
) |
|
Research and development expenses |
|
(101.1 |
) |
|
|
(87.8 |
) |
|
|
(300.3 |
) |
|
|
(261.8 |
) |
|
Russia exit and wind down costs |
|
(1.1 |
) |
|
|
— |
|
|
|
(17.3 |
) |
|
|
— |
|
|
Operating profit |
|
251.9 |
|
|
|
202.3 |
|
|
|
696.5 |
|
|
|
611.2 |
|
|
Non-operating income (expense), net: |
|
|
|
|
|
|
|
||||||||
|
Interest expense, net |
|
(26.4 |
) |
|
|
(25.1 |
) |
|
|
(66.2 |
) |
|
|
(78.0 |
) |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(104.9 |
) |
|
Gain on investment in Vontier Corporation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57.0 |
|
|
Gain on litigation resolution |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26.0 |
|
|
Other non-operating expense, net |
|
(8.0 |
) |
|
|
(1.6 |
) |
|
|
(13.8 |
) |
|
|
(9.5 |
) |
|
Earnings from continuing operations before income taxes |
|
217.5 |
|
|
|
175.6 |
|
|
|
616.5 |
|
|
|
501.8 |
|
|
Income taxes |
|
(27.6 |
) |
|
|
(23.0 |
) |
|
|
(88.5 |
) |
|
|
(55.5 |
) |
|
Net earnings from continuing operations |
|
189.9 |
|
|
|
152.6 |
|
|
|
528.0 |
|
|
|
446.3 |
|
|
Earnings (loss) from discontinued operations, net of income taxes |
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
(2.9 |
) |
|
Net earnings |
|
189.9 |
|
|
|
152.3 |
|
|
|
528.0 |
|
|
|
443.4 |
|
|
Mandatory convertible preferred dividends |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(34.5 |
) |
|
Net earnings attributable to common stockholders |
$ |
189.9 |
|
|
$ |
152.3 |
|
|
$ |
528.0 |
|
|
$ |
408.9 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net earnings per common share from continuing operations: |
|
|
|
|
|
|
|
||||||||
|
Basic |
$ |
0.53 |
|
|
$ |
0.42 |
|
|
$ |
1.48 |
|
|
$ |
1.19 |
|
|
Diluted |
$ |
0.53 |
|
|
$ |
0.42 |
|
|
$ |
1.46 |
|
|
$ |
1.18 |
|
|
Net earnings (loss) per share from discontinued operations: |
|
|
|
|
|
|
|
||||||||
|
Basic |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(0.01 |
) |
|
Diluted |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(0.01 |
) |
|
Net earnings per share: |
|
|
|
|
|
|
|
||||||||
|
Basic |
$ |
0.53 |
|
|
$ |
0.42 |
|
|
$ |
1.48 |
|
|
$ |
1.18 |
|
|
Diluted |
$ |
0.53 |
|
|
$ |
0.42 |
|
|
$ |
1.46 |
|
|
$ |
1.17 |
|
|
Average common stock and common equivalent shares outstanding: |
|
|
|
|
|
|
|
||||||||
|
Basic |
|
355.2 |
|
|
|
358.9 |
|
|
|
357.3 |
|
|
|
345.6 |
|
|
Diluted |
|
357.9 |
|
|
|
362.2 |
|
|
|
362.0 |
|
|
|
348.8 |
|
|
The sum of net earnings per share amounts may not add due to rounding. |
|||||||||||||||
This information is presented for reference only. A complete copy of Fortive’s Form 10-Q financial statements is available on the Company’s website (www.fortive.com).
|
FORTIVE CORPORATION AND SUBSIDIARIES SEGMENT INFORMATION (unaudited) |
|||||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
|
|
September 30, 2022 |
|
October 1, 2021 |
|
September 30, 2022 |
|
October 1, 2021 |
||||||||
|
Sales: |
|
|
|
|
|
|
|
||||||||
|
Intelligent Operating Solutions |
$ |
613.7 |
|
|
$ |
536.9 |
|
|
$ |
1,831.4 |
|
|
$ |
1,589.6 |
|
|
Precision Technologies |
|
523.7 |
|
|
|
455.7 |
|
|
|
1,485.2 |
|
|
|
1,375.0 |
|
|
Advanced Healthcare Solutions |
|
318.6 |
|
|
|
308.4 |
|
|
|
979.2 |
|
|
|
915.3 |
|
|
Total |
$ |
1,456.0 |
|
|
$ |
1,301.0 |
|
|
$ |
4,295.8 |
|
|
$ |
3,879.9 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating Profit: |
|
|
|
|
|
|
|
||||||||
|
Intelligent Operating Solutions |
$ |
132.1 |
|
|
$ |
91.5 |
|
|
$ |
369.0 |
|
|
$ |
314.9 |
|
|
Precision Technologies |
|
131.8 |
|
|
|
101.1 |
|
|
|
348.5 |
|
|
|
301.1 |
|
|
Advanced Healthcare Solutions |
|
17.3 |
|
|
|
34.4 |
|
|
|
73.4 |
|
|
|
75.8 |
|
|
Other (a) |
|
(28.2 |
) |
|
|
(24.7 |
) |
|
|
(77.1 |
) |
|
|
(80.6 |
) |
|
Russia exit and wind down costs |
|
(1.1 |
) |
|
|
— |
|
|
|
(17.3 |
) |
|
|
— |
|
|
Total |
$ |
251.9 |
|
|
$ |
202.3 |
|
|
$ |
696.5 |
|
|
$ |
611.2 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating Margins: |
|
|
|
|
|
|
|
||||||||
|
Intelligent Operating Solutions |
|
21.5 |
% |
|
|
17.0 |
% |
|
|
20.1 |
% |
|
|
19.8 |
% |
|
Precision Technologies |
|
25.2 |
% |
|
|
22.2 |
% |
|
|
23.5 |
% |
|
|
21.9 |
% |
|
Advanced Healthcare Solutions |
|
5.4 |
% |
|
|
11.2 |
% |
|
|
7.5 |
% |
|
|
8.3 |
% |
|
Total |
|
17.3 |
% |
|
|
15.5 |
% |
|
|
16.2 |
% |
|
|
15.8 |
% |
|
(a) Operating profit amounts in the Other category consist of unallocated corporate costs and other costs not considered part of our evaluation of reportable segment operating performance. |
|||||||||||||||
This information is presented for reference only. A complete copy of Fortive’s Form 10-Q financial statements is available on the Company’s website (www.fortive.com).
|
FORTIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS |
|||||||
|
|
As of |
||||||
|
|
September 30, 2022 |
|
December 31, 2021 |
||||
|
|
(unaudited) |
|
|
||||
|
ASSETS |
|
|
|
||||
|
Current assets: |
|
|
|
||||
|
Cash and equivalents |
$ |
705.3 |
|
|
$ |
819.3 |
|
|
Trade accounts receivable, net |
|
901.0 |
|
|
|
930.2 |
|
|
Inventories: |
|
|
|
||||
|
Finished goods |
|
228.5 |
|
|
|
215.4 |
|
|
Work in process |
|
105.1 |
|
|
|
94.0 |
|
|
Raw materials |
|
226.9 |
|
|
|
203.3 |
|
|
Inventories |
|
560.5 |
|
|
|
512.7 |
|
|
Prepaid expenses and other current assets |
|
281.1 |
|
|
|
252.7 |
|
|
Total current assets |
|
2,447.9 |
|
|
|
2,514.9 |
|
|
|
|
|
|
||||
|
Property, plant and equipment, net of accumulated depreciation of $740.6 and $679.0 at September 30, 2022 and December 31, 2021, respectively |
|
405.2 |
|
|
|
395.5 |
|
|
Other assets |
|
494.2 |
|
|
|
512.9 |
|
|
Goodwill |
|
8,977.5 |
|
|
|
9,152.0 |
|
|
Other intangible assets, net |
|
3,568.3 |
|
|
|
3,890.2 |
|
|
Total assets |
$ |
15,893.1 |
|
|
$ |
16,465.5 |
|
|
|
|
|
|
||||
|
LIABILITIES AND EQUITY |
|
|
|
||||
|
Current liabilities: |
|
|
|
||||
|
Current portion of long-term debt |
|
999.9 |
|
|
|
2,151.7 |
|
|
Trade accounts payable |
|
572.6 |
|
|
|
557.9 |
|
|
Accrued expenses and other current liabilities |
|
1,019.6 |
|
|
|
1,005.3 |
|
|
Total current liabilities |
|
2,592.1 |
|
|
|
3,714.9 |
|
|
|
|
|
|
||||
|
Other long-term liabilities |
|
1,346.3 |
|
|
|
1,426.3 |
|
|
Long-term debt |
|
2,559.0 |
|
|
|
1,807.3 |
|
|
Commitments and Contingencies |
|
|
|
||||
|
|
|
|
|
||||
|
Equity: |
|
|
|
||||
|
Preferred stock: $0.01 par value, 15.0 million shares authorized and no shares issued or outstanding at September 30, 2022 and December 31, 2021 |
|
— |
|
|
|
— |
|
|
Common stock: $0.01 par value, 2.0 billion shares authorized; 361.4 and 360.4 million issued; 353.8 and 359.1 million outstanding at September 30, 2022 and December 31, 2021, respectively |
|
3.6 |
|
|
|
3.6 |
|
|
Additional paid-in capital |
|
3,677.4 |
|
|
|
3,670.0 |
|
|
Treasury shares, at cost: |
|
(376.1 |
) |
|
|
— |
|
|
Retained earnings |
|
6,539.6 |
|
|
|
6,023.6 |
|
|
Accumulated other comprehensive loss |
|
(453.7 |
) |
|
|
(185.0 |
) |
|
Total Fortive stockholders’ equity |
|
9,390.8 |
|
|
|
9,512.2 |
|
|
Noncontrolling interests |
|
4.9 |
|
|
|
4.8 |
|
|
Total stockholders’ equity |
|
9,395.7 |
|
|
|
9,517.0 |
|
|
Total liabilities and equity |
$ |
15,893.1 |
|
|
$ |
16,465.5 |
|
This information is presented for reference only. A complete copy of Fortive’s Form 10-Q financial statements is available on the Company’s website (www.fortive.com).
|
FORTIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (unaudited) |
|||||||
|
|
Nine Months Ended |
||||||
|
|
September 30, 2022 |
|
October 1, 2021 |
||||
|
Cash flows from operating activities: |
|
|
|
||||
|
Net earnings from continuing operations |
$ |
528.0 |
|
|
$ |
446.3 |
|
|
Noncash items: |
|
|
|
||||
|
Amortization |
|
287.4 |
|
|
|
235.4 |
|
|
Depreciation |
|
61.6 |
|
|
|
56.1 |
|
|
Stock-based compensation expense |
|
67.9 |
|
|
|
55.2 |
|
|
Russia exit and wind down costs |
|
9.2 |
|
|
|
— |
|
|
Loss on extinguishment of debt |
|
— |
|
|
|
104.2 |
|
|
Gain on investment in Vontier Corporation |
|
— |
|
|
|
(57.0 |
) |
|
Gain on litigation resolution |
|
— |
|
|
|
(26.0 |
) |
|
Change in trade accounts receivable, net |
|
(21.4 |
) |
|
|
(20.4 |
) |
|
Change in inventories |
|
(73.2 |
) |
|
|
(46.1 |
) |
|
Change in trade accounts payable |
|
46.6 |
|
|
|
14.8 |
|
|
Change in prepaid expenses and other assets |
|
(55.4 |
) |
|
|
(61.5 |
) |
|
Change in accrued expenses and other liabilities |
|
(11.7 |
) |
|
|
4.9 |
|
|
Total operating cash provided by continuing operations |
|
839.0 |
|
|
|
705.9 |
|
|
Total operating cash used in discontinued operations |
|
— |
|
|
|
(19.4 |
) |
|
Net cash provided by operating activities |
|
839.0 |
|
|
|
686.5 |
|
|
|
|
|
|
||||
|
Cash flows from investing activities: |
|
|
|
||||
|
Cash paid for acquisitions, net of cash received |
|
(15.2 |
) |
|
|
(1,156.7 |
) |
|
Payments for additions to property, plant and equipment |
|
(59.7 |
) |
|
|
(28.0 |
) |
|
Proceeds from sale of business |
|
6.6 |
|
|
|
— |
|
|
All other investing activities |
|
— |
|
|
|
1.1 |
|
|
Net cash used in investing activities |
|
(68.3 |
) |
|
|
(1,183.6 |
) |
|
|
|
|
|
||||
|
Cash flows from financing activities: |
|
|
|
||||
|
Proceeds from borrowings (maturities greater than 90 days), net of issuance costs |
|
396.9 |
|
|
|
— |
|
|
Net proceeds from commercial paper borrowings |
|
381.3 |
|
|
|
215.0 |
|
|
Payment of 0.875% convertible senior notes due 2022 |
|
(1,156.5 |
) |
|
|
— |
|
|
Repurchase of common shares |
|
(376.1 |
) |
|
|
— |
|
|
Payment of common stock cash dividend to shareholders |
|
(74.8 |
) |
|
|
(72.6 |
) |
|
Repayment of borrowings (maturities greater than 90 days) |
|
— |
|
|
|
(611.1 |
) |
|
Payment of mandatory convertible preferred stock cash dividend to shareholders |
|
— |
|
|
|
(34.5 |
) |
|
All other financing activities |
|
(9.2 |
) |
|
|
18.1 |
|
|
Net cash used in financing activities |
|
(838.4 |
) |
|
|
(485.1 |
) |
|
|
|
|
|
||||
|
Effect of exchange rate changes on cash and equivalents |
|
(46.3 |
) |
|
|
(4.2 |
) |
|
Net change in cash and equivalents |
|
(114.0 |
) |
|
|
(986.4 |
) |
|
Beginning balance of cash and equivalents |
|
819.3 |
|
|
|
1,824.8 |
|
|
Ending balance of cash and equivalents |
$ |
705.3 |
|
|
$ |
838.4 |
|
This information is presented for reference only. A complete copy of Fortive’s Form 10-Q financial statements is available on the Company’s website (www.fortive.com).
FORTIVE CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
AND OTHER INFORMATION
Management believes that each of the non-GAAP financial measures described below provide useful information to investors by reflecting additional ways of viewing aspects of our operations that, when reconciled to the corresponding GAAP measure, help our investors to understand the long-term profitability trends of our business, and facilitate comparisons of our operational performance and profitability to prior and future periods and to our peers.
These non-GAAP measures should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies.
Adjusted Net Earnings from Continuing Operations and Adjusted Diluted Net Earnings per Share from Continuing Operations
We disclose the non-GAAP measures of historical adjusted net earnings from continuing operations and historical and forecasted adjusted diluted net earnings per share from continuing operations, which to the extent applicable, make the following adjustments to GAAP net earnings from continuing operations and GAAP diluted net earnings per share from continuing operations:
- Excluding on a pretax basis amortization of acquisition-related intangible assets;
- Excluding on a pretax basis acquisition-related items;
- Excluding on a pretax basis Russia exit and wind down costs;
- Excluding on a pretax basis the effect of gains and losses from our equity investments;
- Excluding the pretax loss on debt extinguishment, net of non-recurring gain on our investment in Vontier common stock;
- Excluding on a pretax basis the non-cash interest expense associated with our 0.875% convertible senior notes;
- Excluding on a pretax basis the gain on litigation resolution;
- Excluding on a pretax basis the gain on sale of business;
- Excluding the tax effect (to the extent tax deductible) of the adjustments noted above. The tax effect of such adjustments was calculated by applying our overall estimated effective tax rate to the pretax amount of each adjustment (unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment). We expect to apply our overall estimated effective tax rate to each adjustment going forward;
- With respect to the adjusted diluted net earnings per share, included the impact of the assumed conversion of our Mandatory Convertible Preferred Stock (“MCPS”) at the beginning of the period; and
- Including the actual cash interest expense on our 0.875% Convertible Senior Notes due 2022 (“Convertible Notes”) that was not included under the if-converted methodology mandated in 2022 and, with respect to the adjusted diluted net earnings per share, excluding the outstanding shares of common stock imputed under the in-converted methodology for the Convertible Notes that, in fact, were repaid and settled without issuance of any shares of common stock.
Acquisition and Divestiture Related Items
While we have a history of acquisition and divestiture activity, we do not acquire and divest of businesses and assets on a predictable cycle. The amount of an acquisition’s purchase price allocated to intangible assets and related amortization term and the inventory fair value adjustments are unique to each acquisition and can vary significantly from acquisition to acquisition. In addition, transaction costs deemed significant (“Transaction Costs”) and non-recurring gain on disposition of assets are unique to each transaction, are impacted from period to period depending on the number of acquisitions or divestitures evaluated, pending, or completed during such period, and the complexity of such transactions. We adjust for, and identify as significant, Transaction Costs, acquisition related fair value adjustments to inventory, and corresponding restructuring charges primarily related to acquisitions, in each case, incurred in a given period, if we determine that such costs and adjustments exceed the range of our typical Transaction Costs and adjustments, respectively, in a given period. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible assets and inventory fair value adjustments related to past acquisitions will recur in future periods until such intangible assets and inventory fair value adjustments, as applicable, have been fully amortized.
Gains and Losses from Equity Investments
We adjust for the effect of earnings and losses from our equity method investments over which we do not exercise control over the operations or the resulting earnings or losses. We believe that this adjustment provides our investors with additional insight into our operational performance. However, it should be noted that earnings and losses from our equity method investments will recur in future periods while we maintain such investments.
In addition, we adjust for remeasurement gains and losses on equity investments, as well as impairment losses.
Contacts
Elena Rosman
Investor Relations
Fortive Corporation
6920 Seaway Boulevard
Everett, WA 98203
Telephone: (425) 446-5000
