Fortive Corporation

My name is Brock and I'll be your conference facilitator this afternoon. At this time, I would like to welcome everyone to Fordham Corporation's third quarter 2024 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 the star then the number one on your telephone keypad. If you would like to withdraw your question, please press the star key, then the number two. I would now like to turn the call over to Ms. Elena Rosman, Vice President of Investor Relations. Ms. Rosman, you may begin.

Thank you, Brock, and thank you, everyone, for joining us on today's call. With us today are Jim Liko, our President and Chief Executive Officer, and Shaka McLaughlin, our Senior Vice President and Chief Financial Officer. We present certain non-GAAP financial measures on today's call. Information required by Regulation G is available on the investor section of our website at fordiv.com. Our statements on period-to-period increases or decreases refer to year-over-year comparisons unless otherwise specified. During the call, we will 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 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, 2023, and quarterly report on Form 10-Q for the quarter ended September 27, 2024. These forward-looking statements speak only as of the date that they are made, and we do not assume an obligation to update any forward-looking statements. With that, I'd like to turn the call over to Jim.

Thanks, Elena. Hello, everyone, and thank you for joining us. I'll begin on slide three. Our third quarter results showcase strong execution across our businesses, allowing us to deliver earnings and free cash flow at the high end of our guidance with 14% adjusted EPS and 12% free cash flow growth on 3% revenue growth. Our profitable growth reflects our dedication to building a high-quality portfolio, innovative new products delivering more value to customers, and our dedication to the forwarded business system and culture of continuous improvement. Our leadership positions across durable growth markets are reflected in upside performance in advanced healthcare solutions and continued growth in intelligent operating solutions. We are pleased with the positive momentum and double-digit orders growth at Precision Technologies. Our updated outlook continues our track record of compounding earnings and free cash flow growth by double digits in 2024, while maintaining a balanced perspective on our end markets as stabilizing demand trends drive sequential improvement as we move through the remainder of the year. Looking forward to 2025, we are poised to accelerate our strategy and ensure consistent value creation as we progress toward the spinoff of the precision technology segment. The separation remains on track, and as previously disclosed, we accelerated the pace of share repurchases in the third quarter, reflecting our commitment to value-enhancing capital deployment. So with that, let's take a closer look at our third quarter and year-to-date results on slide four and give you some color on what we're seeing in our businesses. Strong operational execution contributed to record third quarter adjusted gross and operating margins with 60% incrementals in the third quarter on 1% core growth. These results extend our strong year-to-date operating performance with adjusted EPS up 11% and free cash flow up 13%. Turning to what we are seeing across our businesses in the quarter, our software businesses once again posted high single-digit ARR growth. Hardware orders returned to growth up high single-digit with strong contributions from Fluke and Tektronix. While we continue to leverage FBS to mature our supply chain and increase production capacity to support accelerated demand, at Qualitro and PacSci, we shifted approximately $15 million in shipments out of the quarter. We also saw customers delay spending, including select Gordian State and local customers, navigating budget and macro uncertainty. Lastly, consistent with our intent to deploy the majority of our free cash flow to share repurchases, Between now and the completion of the SPIN, we bought back approximately 4 million shares in the quarter, bringing the year-to-date total to approximately 6 million. Turning to slide five, I will provide more detail on our segment performance and expectations for the remainder of the year, starting with IOS and AHS. On a combined basis, revenues grew 4%, with adjusted operating margins up 130 basis points to over 30%, representing another quarter of consistent mid-single-digit growth and robust margin expansion. Moving to the right, Intelligent Operating Solutions expanded adjusted operating margins 50 basis points on 3% revenue growth, approximately 2% core. Acquisitions and FX were both favorable. Additional highlights include, Fluke revenue was up low single-digit in the quarter, driven by new product innovations and continued success of recent bolt-on acquisitions partially offset by customer shipment delays. Leveraging FBS innovation tools, Fluke launched five major new products in September, a record month for MPIs, extending their leadership position in solar and energy storage tools. Orzit Fluke grew up high single-digit, with improving trends in most regions. Segment ARR growth was high single-digit, driven by mid-teens growth at EMA, as well as traction on upsell and cross-sell revenues in FAFSA. driving an acceleration in SaaS growth and meaningful improvements in net dollar retention. For example, the Accruant and Red Eye product integration teams are accelerating customer transitions to our cloud-based engineering document management solution. Val is also seeing good traction on the recently launched Gordian Cloud platform, driving new logo velocity in K-12 and higher ed growth markets. For the full year, we expect iOS to deliver mid- to single-digit core growth, with approximately 100 basis points of adjusted operating margin expansion. Advanced healthcare solutions expanded adjusted operating margins by over 300 basis points on 8% revenue growth or 9% core, partially offset by unfavorable effects. Key growth drivers include double-digit consumables growth, as expected. We had upside from strong capital and equipment sales at ASP and Fluke Health, with share gains in select markets. and almost 20% SAS growth driven by probation. We also had several examples of how our increased innovation velocity is contributing to core growth with a pipeline of new products, including ASP's release of their new Ultra-GI cycle designed to reprocess duodenoscopes using hydrogen peroxide gas plasma sterilization, which significantly improves the safety of patients and technicians, as well as the environment. Ultra GI Cycle was developed in partnership with Pentax Medical and will be ramping sales in Q4. ASP is also expanding the launch of its steam monitoring biological indicator, making it now available in over 30 countries. Looking ahead, Provation just launched the next phase of Apex Insights, their proprietary data analytics tool that features real-time data visualization to drive informed decision making and boost provider productivity. Based on the strength of their year-to-date execution, we now expect AHS to grow mid to high single digits and expand margins by over 200 basis points for the full year. Turning to the precision technologies on slide six. Revenue is flat in the quarter, with a core decline of almost 4%. Acquisitions net of divestitures contributed over three points to growth. Adjusted operating margins were up 70 basis points year-over-year to 26.4%, with lower core volumes more than offset by productivity benefits and accretive M&A. Core revenues at Tektronix were down high single digit, slightly better than expected. However, orders were up high single digit after several quarters of decline. Recovery is being led by investments supporting AI applications, particularly from customers like NVIDIA and TSMC. Tektronix is also using FBS innovation tools to expand its addressable market. adding complementary performance solutions to their best-in-class electronic tested measurement suite, serving their fastest-growing markets. Next month at Electronica, TEC will launch a first-of-its-kind oscilloscope probing technology to enable next-generation power application. And EA will release an industry-first triple-channel bidirectional power supply, supporting new markets with higher test capacity, density, and efficiencies. We had double-digit growth in Qualtrough and PacSci EMC, despite some shipment delays I previously mentioned. Customers are contained to ramp grid capacity to support the demands for electricity and new sources of energy. And rising defense spending globally in advanced systems development drove another quarter of robust demand at PacSci. Overall, sensing technologies revenues declined low single-digit, however, had good orders growth as demand in certain industrial markets stabilized. As a reminder, we expect PT revenue to be down low single digit on a core basis for the full year, with adjusted operating margins approximately flat. Moving to the right-hand side of the slide, you can see the precision technologies orders and revenue trends since 2020, which historically were highly correlated. This chart reflects the divergence we have experienced the last three years as orders outpaced revenues post-pandemic. With bookings at record levels, we began to burn through excess backlog in late 2022 as order rates declined. Since then, revenue has been normalizing to orders and stabilizing demand trends overall are driving a return of orders growth in Q3 and Q4 2024, positioning PT for a gradual recovery in the year ahead. Moving to slide seven and a look at the regions. We saw continued strength in select end markets and stabilizing market conditions broadly. driving an improvement in order rates, as shown in our major regions. For example, at Flu, September POS was positive in all regions, as daily run rates in U.S. and China have been trending upwards all year, and rates in Europe started to stabilize. Regional revenue growth in the quarter continues to be driven by our recurring software services and consumables businesses in North America, as well as double-digit growth in Paxai. We saw sequential improvement in Western Europe, partially driven by easier industrial comps and strong growth at ASP, as sales investments in new products in select markets grow share gains. Growth in Asia continues to be impacted by weak demand in China. DOS remains stable as customers and partners hold out investment decisions and inventory replenishment. The rest of Asia accelerated to high single-digit growth in the quarter, driven by recovery and semiconductor investments benefiting PT, and India continued to benefit from double-digit growth in iOS and healthcare. With that, I'll turn it over to Chuck to talk through our updated fourth quarter and full-year guidance.

Thanks, Jim, and hello, everyone. Turning to our Q4 and full-year outlook on slide eight, for the fourth quarter, we anticipate consistent performance to Q3 and year-to-date with revenue growth of approximately 3%, 1% core at the midpoint. This includes strong recurring revenue growth at IOS and healthcare, and the expectation that continued customer and macro uncertainties will shift recovery in select markets to 2025. Adjusted operating profit is expected to increase 6 percent, driving approximately 75 basis points of margin expansion. And adjusted diluted EPS guidance is expected to be in the range of $1.11 to $1.14, with free cash flow of approximately $425 million. For the full year, growth is expected to be approximately 3 percent, 1 percent core. Adjusted operating profit margins are expected to be up approximately 100 basis points year over year, with roughly 60% incremental margins, reflecting the quality of our portfolio and the proactive restructuring we did coming into the year. Further, we plan to fund additional productivity initiatives in the range of 20 to 30 million in the fourth quarter, benefiting 2025 and beyond. We are raising the full-year adjusted diluted EPS range to $3.84 to $3.87, up 12% to 13% year-over-year. This, coupled with our free cash flow of approximately $1.4 billion, continues our track record, compounding earnings and free cash flow every year, which are up 14% and 17%, respectively, over the last five years. And now I'll turn it back over to Jim. Thanks, Chuck.

I'll resume on slide nine. While it's too early to provide formal guidance for 2025, we are encouraged by stabilizing trends we are seeing in our markets. We expect continued momentum in our recurring revenue businesses, which will contribute to higher core growth next year. As discussed, the orders growth we are seeing in precision technologies is supportive of a gradual recovery through the year, recognizing the potential for ongoing geopolitical and macro uncertainties. The durability of the portfolio and the power of FBS will continue to drive results with increasing contributions from our innovation efforts, including the many exciting new product launches I highlighted on today's call. Further, with improved core growth, continued strong operational execution, and the benefits of the productivity initiatives Chuck referenced, we are poised for another year of strong incremental margins. Lastly, as we announced in September, We intend to deploy approximately 75% of our free cash flow generated between now and the separation to share repurchases, providing a further tailwind to EPS growth in 2025, partially offset by the potential for tax rate increases across the world, providing a headwind to our overall effective tax rate for next year. I'll wrap up now in slide 10. We remain committed to delivering for shareholders, and our third quarter performance once again underscores our relentless focus and execution to drive results. As Chuck referenced, our consistent execution has resulted in differentiated double-digit adjusted earnings and free cash flow compounding over the last five years, demonstrating our ability to profitably evolve our portfolio to deliver in any environment. We are progressing well towards the actions we announced in September. to accelerate our strategy and shareholder value creation. Illuminae, Tammy, and I have had the opportunity to meet with many of you over the past couple months. We are seeing strong conviction in the compelling investment profiles of Fortive and PTNUCO, both of which are strategically well-positioned for growth in 2025. I'm happy to share that the ramp-up work to execute the spin transaction is in place, and all functional teams and deliverables are on track to plan. Our team's dedication to innovating for customers and creating exciting growth opportunities for our businesses underscores the collective ingenuity of our team members and the power of our culture and shared purpose, accelerating progress for customers, shareholders, and each other. As a result, the best is truly yet to come. I could not be more excited for the future as both companies are well-positioned to deliver enhanced value for all our stakeholders. With that, I'll turn it to Elena.

Thanks, Jim. That concludes our formal comments. Brock, we are now ready for questions.

Thank you. At this time, we'll be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 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. One moment, please, while we pull for questions. Our first question today comes from Nigel Coe of Wolf Research. Please proceed with your question. Nigel, you're live.

Nigel, you there?

Yep. Happy to meet you. Thanks, guys. Appreciate the time. Obviously, you haven't got to be a mathematical genius to figure out what the 4Q buildup is by segment. Just want to make sure that we're thinking about the moving pieces, you know, the right way. So, you know, 5% AHS, down maybe 2% PT, up maybe 2% IOS. Is that in the right ballpark, Chuck?

I'm sorry. I'm sorry. You're saying for the fourth quarter, Nigel? For the fourth quarter, exactly, yeah.

Just want to make sure we got that right, yeah.

Yeah, I think you're in the mid to high single-digit for AHS. Your PT number is down low single-digit, and iOS is up low single-digit.

Okay. So maybe a bit more growth in AHS.

Yeah.

That's great. Yeah. And then just on AHS, the – Sorry.

No, go ahead. Go ahead.

No, no. I was going to just follow up on the AHS consumables issue. It seems that the kind of strategy of going direct is starting to really come together there. So just wondering if you can maybe just expand on that direct sales channel kind of strategy. And, you know, are you seeing, you know, kind of the benefit of increased work share with some of the customers? Any sort of impact on probation, you know, cross-selling around that? So I know that's part of it. And then just maybe just touch on, you know, some of the IV shortages we've seen, you know, related to the hurricane situation. Does that have any influence on North American symbols in the fourth quarter?

Yeah, thanks, Nigel. So I would say a couple things. More broadly, you know, we're really pleased with the 9% core in the segment itself. As you said, ASP is really executing well. And obviously, the margin expansion in the segment also speaks to the execution. The North American transition has been really strong, and we feel really good about it relative to customer intimacy. I think at this point, I would say it's helping us more on the capital side. We have several good capital wins. I would say one of the nice things we saw in the quarter was also mid-single-digit capital growth at ASP as well. So I think when you look at the go-to-market is not only influencing the ability to sort of get the consumable ramp rate, but it's also helping us on the capital side. Probably not yet as much on the probation side, but probation had a very good quarter. Their SaaS growth was really strong, number of good conversions. And they've continued to execute. Their growth has really continued to get better through the year. They do have that licensed software headwind in this quarter, which dissipates. So we'll see improved growth. as well at probation in the fourth quarter. So you obviously have a cop a little bit in the third quarter. So just to be clear, you know, there is a little bit of tailwind from the cop last year at ASP because of the channel conversion, but execution across the board. Fluke Health was up a high single digit. So just across the board, good execution. good execution relative to the IV bag situation. We've seen a little bit of headwind in October, a couple of million bucks probably. We'll continue to track that. So we're certainly watching it. I think the benefit of the direct that we've got now as we know how consumables are going the next day. So we've got much better transparency as to what's going on with North American customers for sure. So I think across the board, you'll see consistent execution. And I think now when you step back, I mean, health is the strong story that we were really talking about several years ago. And now you really see the benefits now quarter after quarter with our execution capability and just the great job the team's doing.

Great. Thanks, Jim.

Thanks, Nigel.

The next question comes from Julian Mitchell of Barclays. Please proceed with your question.

Hi. Good morning. Maybe just wanted to start with a sort of question around near-term dynamics within the IOS segment. So clearly some slowdown there in the third quarter. It seems like you're expecting that to kind of hold the line with low single-digit growth still in Q4. Maybe just help us understand, in the current quarter, what we should expect for Fluke versus FAL in terms of organic growth rates. And was the softness in iOS something that happened late in Q3? How is that trending at present? Any color around that, please?

Yeah, sure. Thanks, Julian. A couple things. One, as you said, low single-digit growth in the third and the fourth. But I think when you step back, really a couple of things happened. One, as we progressed through the quarter, I think what we saw at Fluke was really two things. First of all, I think the good news at Fluke was the IG business actually grew low single-digit in the quarter. So we actually saw, despite some of the PMIs and some of those things, we still saw the industrial business grow. What we really saw was some hesitation on the part of calibration customers. I think that falls into the category of sort of government uncertainty since most of those customers fall into that case. So we saw some of that. And that's really the sort of impact, a little bit of that at Fluke. And I think the second thing is we normally would see a better ramp rate through the quarter. And what we saw just from a lot of our channel partners was the sort of hesitance to take on major marketing programs. We had tremendous hesitancy. new product launch lineup, as we mentioned in the prepared remarks. And we saw really, really strong product innovation and anticipated maybe a little bit of better take rate on those programs. And we've assumed that that's just going to continue for the remaining part of the year, that maybe some of the macro uncertainty is going to, maybe a lower growth industrial environment might cause our channel partners to be a little bit more hesitant on those programs. So a little bit of A little bit of that, that's how we'll continue to think about it, as well as the government customers thinking about maybe they won't take everything from a Cal perspective that we've got the orders on. As we mentioned, Fluke had high single-digit order growth in the quarter, so we feel good about where the order rate is. Point of sale got better through the quarter, and I think on a global basis, we had point-of-sale growth throughout the world. So in that sense, I think you're seeing just a little bit of hesitation on the inventory side and a little bit of hesitation on the programming side. In FAO, we had a lot of good in FAO, but it really was Gordian. Some jurisdictions and states just decided to not spend as much money on the jock side. Our SaaS growth was double digits. And so we saw good software growth, but the take rate on some of the procurement really reflected, I think, some of the government uncertainty that might be out there. And we've sort of assumed that that continues a little bit for the remaining part of the year. We had teens bookings growth at accruant. We saw good growth at Service Channel. So we think as we lead into the year, we're going to sunset some of those really, really difficult comps at Gordian as we move into 25. And the take rate, some of the things that we've got going on the booking side at a current Service Channel sort of are really a good setup for 25.

That's helpful. Thank you. And then just looking at slide 9 for a second on the sort of 2025 initial thoughts. So sort of looking at it all together is the view that kind of, you know, all three segments should see organic growth next year, you know, should have strong incremental margins again, helped by the proactive restructuring occurring in the current quarter. And then sort of below the line, you know, any sort of clarity you could provide as of now on the sort of tax rate, you know, this year's 11%, kind of what are the ranges of where that tax rate could end up next year and anything you wanted to flesh out on the operating margin expansion degree?

So, Nigel, I'll take a couple of those. Margin expansion, you know, and core growth, we would expect organic growth in all three segments next year. You know, at this point, you know, we'll We're a long way from giving a guide. But with, you know, when we have mid-single-digit growth, 75 basis points of margin expansion is probably what you should look for going there. But with regards to the tax rate, it'll go up from where we're at right now, calling it 11 percent, probably towards, I'd say, at this point, somewhere 13 to 15 percent. But we've got to get a little bit closer.

Then maybe just on the revenue side and what we're seeing, You know, I think really I think when you look at maybe take it with iOS and health, as I mentioned, the iOS setup relative to bookings and software is a good place for FAO. We think we continue to see – we'll certainly see growth in iOS, and I think that'll – FAO will bring up – will bring that up, you know, as we get into the year. Health will continue to be good, as we mentioned, probably in the mid-single-digit range. So we should see that growth there. And then on the PT side, I think it's a gradual recovery. Still too soon to tell is – You know, Julian, but at the end of the day, I think what we've seen in terms of PT for the third quarter, double digit orders growth, it was 8% of tech. So good orders growth in the quarter, we would anticipate we'll continue to see good orders growth. That should give us growth. That gives us good confidence and growth in PT for next year. But how that plays out, you know, as I said in the prepared remarks, probably a gradual recovery as we move through the year. I'm not sure the world completely shifts on January 1st. So I think we'll see a gradual recovery, but a good path, as Chuck mentioned, to, you know, good earnings. And as you said, with the restructuring, the proactive restructuring that we've done, as well as the, you know, the normal productivity that we normally drive in the business, we should see good incrementals. just like we have this year.

Great. Thank you.

Thanks, Julian.

The next question comes from Scott Davis of Mielus Research. Please proceed with your question.

Hi, Scott.

Scott, are you there?

Perhaps you have your line muted, sir.

see if we can come back to Scott.

Okay. We'll move on to the next question. Joe Giordano of TD Cowan. Please proceed with your question.

Hey, thanks, guys. Can we start on EA? You tempered expectations there last quarter. Obviously, the headlines across those markets aren't great right now, even if the business itself is well positioned within them. What's the risk of like a lack of a recovery in the future? How should we temper like what we think over the foreseeable future for recovery of the top line in that business?

Yeah, I think we did about $26 million or so in the quarter. We think it will look similarly. So we don't have a big expectation of a big uptick here in the remaining part of the year. We've got some backlog that we'll shift as well. So I think at the end of the day, Joe, we're really thinking we're seeing good. The synergy work that we talked about last quarter in terms of the small order business continues to do well. We actually had a large order from a utility company. So the movement into different verticals away from just mobility, I think we're starting to play out with a seven-digit order from a large utility in the quarter. So we feel good about a number of the synergy things we're doing. But as you point out, the end markets relative to EV and mobility are certainly going to be slow. That's been tempered in our – that's sort of tempered our enthusiasm around mobility. any near-term recovery. We would anticipate that really, I think, consistent with others, you know, sometime in the back half of next year and into 26. So that's sort of in our work. Some of our proactive restructuring is to sort of get after some of that. And we feel like a lot of the synergy work we're doing well and we're executing well. And so, you know, that with the return of the market starts to bring that business back. But you know, it'll start to recover through the year, but certainly I think the big parts of the market, which is probably specific to your question, really we see as an end of 25, you know, 26 kind of timeframe at this point.

Yeah, fair enough. And I think you answered my follow-ups kind of in the slides potentially, but I'll ask them anyway. So Fluke was weaker in the quarter, but order seemed okay. Like I guess most industrial markets are doing way worse than fluke. So are you seeing any risk of fluke just lagging those declines, or do you just feel like that business is, you know, orders suggest that a business continues to grow from here? And then similarly on tech, orders are inflecting positive. You had that chart in the slides of that gap. Like does that, if orders stay on this trend, does that flip to revenue positive? Like what, like mid next year, 1Q25? Like how should we think about that?

Yeah, I think we have two very different stories. I think number one on the fluke side, as you mentioned, you know, a much more durable company than maybe what people were accustomed to. We, as I said, in some of the large order business where there's a little bit more capital involved on the calibration side, we did see, you know, we did see, you know, that's really the headwind that we saw relative to the second half and the description that we had in the prepared remarks. But orders were better. As you said, point of sale starting to inflect. I would anticipate we'll continue to see growth, and that's what we think, but probably more low single-digit growth at Fluke here in the near term. But really good execution. Our Fluke Networks business is growing high single digit, as an example, based on some of the data center build-out. So we've got some pieces that are doing well. And as I said, the industrial business continues to perform at low single digits, which, I mean, when you think of this environment of, you know, the PMI being down for 20 months, the fact that our orders are up 15 quarters, I think just speaks to the durability of Fluke. It's moving off its mid-single-digit growth trajectory, but obviously that will come back as the PMI and some of the industrial production stuff starts to turn a little bit. Relative to tech, as you said, orders inflecting, that's a good sign. That's what we've been saying for a couple quarters now is that we thought the second half would inflect a growth. Some of that is comps. So we'll – and generally that's a three- to six-month kind of time horizon. So we'd start to see some of the impact of that order growth probably in the, you know, late first quarter, maybe early second quarter at this point. So we'll see how the second half – we'll see how the fourth quarter plays out. But I think that's, you know, that's how we would see it as we stand today. We've got to get through budgets. We'll see how we finish this year. And we'll see how some of these uncertainties play out that obviously are out there on a global basis.

Thanks, guys.

Thanks, Jeff.

The next question comes from Jeffrey Sprague of Vertical Research Partners. Please proceed with your question.

Hey, good afternoon, everyone. Hey, I hope all is well. Hey, just a quick one first on share of a purchase. Maybe you kind of presented the broad strokes here, but, you know, looks like you could have done more, right, on your cash balances and what you're expecting here through year end. Are you dealing with, you know, stranded cash in this what, roughly $800 million or so I see on the balance sheet, and just give us a little bit more color on what we should expect going forward.

Jeff, no, it's not a stranded cash issue at all. What we did is we looked at the third quarter and we did share repurchases that equated to 75% of our projected free cash flow. Now it came in a little bit stronger, and that's why it's a little bit less. What we'd like to do, we'll catch that up in this fourth quarter and then probably – and then also look to deploy 75% against our expected free cash flow plus the catch-up. Does that make sense? Yeah, absolutely.

And then, Jim, just thinking about moving towards spin, you made a comment, I think, about sort of standing up the teams, but maybe elaborate on where we're at with – you know, naming rest of the management boards, that sort of thing. And, you know, are we still on track for the plan as announced or, you know, now that it's kind of out there and, you know, you've sort of advertised your, you know, intentions, you know, there's some additional chatter, you know, about other possible outcomes.

Well, I think, you know, number one is a little bit more from the prepared remarks. Yeah, the ramp-up work, as I mentioned, is going well. I mean, we've got all the teams staffed relative to the work that needs to be done. We're heavy into recruiting. We're starting to secure folks. It was only six or seven weeks ago, but we've made really good progress in a short period of time. Chuck and I did a review with the team on Monday and feel really good about kind of where a number of our steps are at. So we would still say we're on track for that fourth quarter of 25 timeframe. There's a number of big events that will occur over the next 60 days. And as we see how that plays out, that will determine if things could happen quicker or anything like that. So I feel like we're in a very good place right now, given we only announced a few, you know, not even two months ago. And we'll see where we're at in a few months. But, you know, there's a number of big items that really have to happen, you know, the Form 10 and some of those kinds of things. So, yeah, we feel good about where we're at. I think your question is relative to inbound offers and anything like that. And I think what we said is, you know, we – What we said at the time was we would receive inbound indications of interest, you know, for portions of our portfolio. You know, we get that on a regular basis even any time. And so just as we said at the time of announcement, we would expect to see some things. And, of course, we would evaluate any inbounds. against available alternatives. So, you know, we'll do that. And, you know, but like any other M&A, we wouldn't comment on anything specifically. But, you know, we were out there saying that, you know, we would listen to things. So that's where we continue to stand.

Right. And then just a quick data point. Chuck, can you tell us what price was in the quarter and what you're expecting for Q4?

3% across the company, and we'd expect the same level in Q4.

And, Jeff, I think one of the good things in the quarter that we didn't say in the prepared remarks is that we actually saw volume improve from the second quarter to the third quarter. So it was nice to see it's still negative volume, but the volume is getting better. So I think that just speaks to a little bit of the recovery we talked about relative to orders, and now we're seeing a little bit of the natural demand play out in a few places.

Understood. Appreciate it. Thanks a lot.

Thank you. Thanks, Jeff.

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

Hey, guys. Sorry, I guess we kind of disconnected somehow. Modern phone systems we don't know how to use. But, hey, I know this may end up being a stupid question, but as your sales mix shift in tech changes more towards the – Guys like NVIDIA, are their needs different? Are they different as a customer for you guys in what they need, how they need it, what they want to pay for it? Just any color.

No, I would say the short answer is they're buying the best technology, and in our case, They're buying some of the high-end solutions that we've developed over time for those specific applications. And so we were very competitive in those kinds of solutions because they're really tailored to some of the things that the NVIDIAs and TSMCs need for these high-performance data centers and that kind of thing. So no, there's really not a margin. There's no margin headwind at all in those solutions.

I was hoping you'd say tailwind. But anyways, helpful. Just to drill down a little bit on this customer delay spending thing, do you sense that some of this is – I mean, there's been macro uncertainty for a while now. So is some of this related to the election and perhaps some uncertainty about policy and tariffs and things like that? And maybe we get a little bit of color on that. We'll have visibility on that in a week or two. Is it more related to that? It just feels like we've had macro uncertainty. You guys have probably commented on that for five of the last six quarters or so.

Yeah, I would say it's a couple things. And I think the quick answer is yes. When you think about the calibration business or you think about Gordian, they're selling into government entities. And certainly at the state and local level, I think there was more uncertainty as we got closer to the election. A couple specific jurisdictions I think we could directly tie to that, like New York City as an example, where there's obviously been some issues there. So definitely some of this is that, and that's an acceleration from maybe what we saw yesterday. several, you know, over the last few quarters. As you said, there has been some macro uncertainty for, you know, relative to PMI and things like that, but a little bit more, and I think the other part of it is just the reluctance for inventory has just continued, and I think we thought with some of the promotional activity and marketing programming that we had going, we anticipated a little bit better take rate than we anticipated, and I think that just maybe speaks to maybe our customers' lower growth environment expectations, and now that's sort of manifests itself with us.

Okay. Good color. Thank you guys. Appreciate it.

All right, Scott. We'll see you. Thanks.

The next question is from Andy Kabalitz of Citigroup. Please proceed with your question. Hey, good morning, everyone.

Hey, Andy. Just thinking a little bit more about Fortiv by geography. You gave us orders this time by region and You just talked to Scott about North America, but mid-teens growth in Europe, maybe that seemed pretty strong, and then Asia up slightly. I think your Q3 orders were against easier comps, but any more colors on the regions? And then China continues to look tough for several of your peers, at least in terms of revenue. It was down high single digits for you. So what are you seeing in the organization?

Yeah. Maybe one backdrop is the comment I made just in general, which is the fluke point of sale on a global basis growing for September is maybe just a little bit of a backdrop of color that gives us some sense of the world. As you said, we gave you orders. There is a comp. Yeah, there's some easier comps in some of those places. Asia X China, Andy, would have been actually up almost double digits. So the Asia order situation is really a China situation. And as you said, we were down high single digits in revenue. But I think some of the, you know, health was flattish on the revenue side. So we think In China, as an example, where it was flattish, that's probably pretty good performance relative to maybe some of the challenges that some of the other health care folks have talked about relative to China. And that really has to do probably with our consumables revenue there. We are seeing the reluctance in China for health care around tenders and things like that. More broadly, I think North America will hold up the best simply because of, you know, we've got our most recurring revenue there. Consumables is there. Our software businesses are there. The pack side business is there. So we would see orders holding up better in North America. And I think Europe is probably a comp issue along with real strength in health. So, you know, we said that in some of the prepared remarks and obviously in the presentation, but just to give you a little bit more color around what we're seeing around the world.

helpful Jim and then obviously you know going back to HS for a second it's been a difficult few years for you up until you know the last year or so but given 24 strength and your own self-help in the segment could you see an extended runway runway here of higher growth you know in that mid to high single digit range I know your long-term guys mid single digits but you know maybe a little bit more accelerated growth and better margin performance out of that what's the runway in HS like

Yeah, I think, you know, we had a little bit of noise in the second and third quarter of last year given the channel transition. But I think if you take a three-year view now, we've got solid mid-single-digit growth in the segment and solid margin expansion in the segment. So, first of all, I think, you know, now that we've gotten through the noise, I think everybody now can see it's a little bit of the now see the benefits of the strength of the strategy and how things are playing out. I would caution everyone around getting to high single-digit. I think we really believe that long-term view is mid-single and feel good about that. But it will come with continued improvements in margin expansion for sure. I think one of the good stories that we haven't talked about yet on the call is the new product introduction we talked about in the prepared remarks. We've gotten the commercial flywheel going at ASP. The last move of that, the high-growth markets were growing really well in ASP for a few years. We got North America in shape last year. The team's done a great job, really, I think, using the tools of FBS to drive continued consistency on the commercial front. And now you see the innovation front, right? You know, we've got new innovation coming. We've expanded the use of the biological indicators into 30 countries. So now we're getting the innovation flywheel started. Feel really good about that. Our probation launch is really our new AI, you know, the start of some AI launches that you'll see at probation. So we really, I think we set this up well, but, you know, let's see how the market continues to play out And, you know, I think mid-single is a good place to be for health for now with maybe a little bit better margin expansion than elsewhere. But I know as you see in the quarter, you know, with health margins now, you know, when you look at the quarter, you know, health margins as strong as they were at, you know, 27%, those are benchmarkable margins for a healthcare business. And we feel really good about it.

Appreciate all the color. Thank you.

The next question is from Andrew Obin of Bank of America. Please proceed with your question.

Yes, I guess good morning to you. Good afternoon. Just to follow up on Jeff's question, can you hear me?

Yeah, we can, Andrew.

Okay, excellent. Just to follow up on Jeff's question, you know, your 2.9% price this quarter seems to be quite a bit better than peer pricing of 1% to 2% that we're hearing from other industrial companies. Can you just talk about just overall pricing environment? I know you talked about fourth quarter, but anything structural? Have you sort of rethought your pricing strategy? And, you know, how much of this momentum in terms of outperformance is sustainable into 25?

Well, as you know, Andrew, well, because you know us well, we've had good price. We've always, I think, been above peers relative to our price. And I think that speaks to why our gross margins are so high and why, quite frankly, our R&D expenses may be a little bit higher than others is because we get paid for the innovation that's in the marketplace. And so I would expect us to continue to be above peers. We always reconsider those things as we think about – as we look at share positions and as we think about opportunities for growth, and we'll always do that. But I think it's really the basis of our innovation, and we certainly had, as I said before, some really strong innovation in a number of places. So we think the environment remains good for innovators, and I think that we fall into that category.

Okay. Thank you. And just a little bit more color on high single-digit core water growth and tectonic. Is this all green shoots and semiconductors just Would love to get more color as to what are the other areas that have turned positive.

Yeah, I would certainly say part of it is comp. So, you know, what we said was, you know, the dollars are going up, which is good. So we look at it on two bases, obviously the run rate, the growth rate, as well as the total dollars, and they're going up. So that's a good sign, as you meant. We're starting to see some things that are coming out. We referenced some of those on the prepared remarks earlier. where we're seeing people are investing in data centers and investing in batteries and investing in next-generation electrification. The new designs and the new innovation that our customers are trying to bring out, we're obviously helping them with those solutions. And so that's really where the green shoots are. They're in different parts of the world. As an example, we had a good quarter in Korea because we're starting to see some investments in Korea. We've seen some other parts of the world. China's still been a little tough. But we've absorbed that and still continue to be good in other parts of the world. So it's really about a lot of the parts of the strategy. We've talked about electrification. Some of that is next generation government and MilGov. Those are parts of the economy that still continue to be good. We see that in other places. And we started to see some of those things come back. Some of the order delays that we talked about in the second quarter, we got those orders in the third quarter. So a number of things have just started to come in place. Still tough in the sort of base business of, you know, broadly defined semiconductor, broadly defined industrial. But as you said, we are seeing some of those green shoots have impact as we start to see the order rate turn.

Perfect. Thanks so much.

Thanks, Andrew.

The next question is from Jamie Cook of Truist. Please proceed with your question.

Hi. Hi, how are you? I guess two questions. I guess, you know, what sort of struck me about the quarter was the strength, I guess, in the PT margins, given that organic growth continues to sort of disappoint there. So is there anything that's going on there structurally, the price, just trying to understand? I don't think we've ever had a margin that high except for maybe a fourth quarter. And then I guess just my second question on the framing to 2025, understanding the spin's going to happen at the end of 2025. And so maybe the question isn't as relevant, but I still think it speaks to the quality of the assets within the portfolio and FBS. Can you frame how you think about the historical sort of 450 EPS number that you guys put out there for 2025 and the different levers that you could pull to get to an EPS number close to that? Thank you.

Jamie, this is Chuck. A couple things on PT. One is We've got two things going on. We came into the year, and we did some self-help at the end of last year, so some restructuring, and that's helping across the whole company, but also you're seeing that in PT. Also, the EA business is, while not in core, it's in total, and those came in with really good margins. I think those are probably the two biggest drivers behind the operating margin expansion you're seeing.

Yeah, Jamie, I would say relative to the 450, you know, we always said the 450 was the target and never would be a guide. Just I would reiterate that. And certainly with revenue being, our jumping off point of revenue now being, you know, roughly a couple hundred million dollars lower than we anticipated, we certainly would say that we'll have good, we have a pathway to good earnings and free cash flow growth for next year and feel good about that. But I think we don't want to get to a specific guide. I think the core components that we tried to outline until we get to February was IOS and AHS recurring revenue will continue to drive growth. As I mentioned, PT will have a more gradual growth path in the year, which should have growth. As you said, our incrementals are always good. That's really a foundational piece of FBS. I'd harken back to, you know, our five years, you know, our five-year average here is 125 basis points of margin expansion, you know, 12% profit growth and 14% EPS growth. So I think our past is definitely prologue. We're definitely going to see those trajectories, but I think we need to see where we end up the year. And I wouldn't put – I wouldn't dial 450 in in any way, shape, or form. You know, we're going to – that was – like I said, that was never – that was always kind of an aspirational target. And certainly with the conditions that we've seen relative to the revenue, you know, we'll be – we'll have really good EPS growth for next year. But let's see where we get to when we finish the year.

Thank you.

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

Thank you. Good day, everybody. This came up a couple different times, but just frame for us what the plan is on this proactive restructuring. And this is above your normal level. And what sense of payback or timing and across which segments? Thanks.

I think it's, you know, we've got a couple of solar places. That's where we're targeting it. Where? I think. And I think the payback we usually talk about is within one year. Maybe it's a little sooner than that. When we get into giving the guide, we'll probably nail that down a little bit.

Okay. And then this is more of a nuanced question, but when you talked about the some of the slowing decision-making and policy uncertainty and so forth. You cited calibration customers that might be deferred, and maybe just I don't understand that business well enough, but that to me sounds like they have regulatory obligations. You can't defer it that long, or maybe there's a warranty issue. But when you say some calibration customers are deferring, what exactly are you referring to?

Yeah, so we've had tremendous growth over the last several years at Fluke Calibration, Dean. Some of it is regulatory, some of it is replacement. I think what we've seen is where we have regulatory decisions or expansions, we certainly are seeing that revenue. But I would say where we have replacement, people are deferring replacements a little bit until they see a number of things plan out. Some of that's in the government. And so, you know, they're just being a little reluctant to replacement. So we're assuming at this point that that's going to continue for a little while until we maybe get a little bit more certainty. And that's really how it plays out.

Great. Thank you.

Thank you.

The next question is from Chris Snyder of Morgan Stanley. Please proceed with your question. Thank you.

I think you said previously that in addition to PT orders being up double digits year on year, you're seeing sequential improvement in the absolute order rates from Q2 to Q3. I guess my question is, is that primarily or entirely just driven by the military and government orders that, you know, got pushed out of Q2 and seemed like came through here in Q3? Or are you seeing broader sequential improvement across some of the other green sheets that you mentioned?

Yeah, I think certainly in the places where we're seeing real growth, like Qualitrol and EMC, it's true growth and it's It's really, you know, really, I think, secular-driven, given the markets they play in. And then I would say at tech, it's absolute beyond just what we saw from some of those things moving. So it's a little bit more than that. So in that sense, that's what gives, you know, the confidence that we described. And then, of course, you know, as I said on the growth rate, it's the comp side. But on the dollar space, it's how I just described it.

I appreciate that. And then I guess just following up on PT – You know, I certainly understand in the back half here organic growth is below order rates because, you know, you're comping backlog burn as we see on this slide six. But as we look into 2025, you know, should revenue at PT grow in line with orders? Just because it seems like 2024 is roughly a 1-0 book-to-bill year. So you don't have that, you know, kind of backlog burn comps as we go into next year. So any thoughts on that would be helpful. Thank you.

Yeah, I think at a high level we would start to see those growth rates merge. There's a little bit of noise in the EMC business and in the sensing business when we start to see the larger OEM contracts start to grow. So that could be a little bit different by quarter, but on a full-year basis that tends to mute itself out over time.

Appreciate that. Thank you.

Thank you.

The last question today comes from Joe Aday of Wells Fargo. Please proceed with your question.

Hi, thanks for taking my question. I wanted to, I think you commented that some shipments had pushed from Q3 maybe to Q4 or farther in Qualitrol. I think that's been an area of some strength, and so not sure if that's kind of, projects and just delays or what customers might be deciding to do there? Is there any color there?

Yeah, Joe, it's really a function of the other parts of sensing came in a little slower. And we anticipated getting more out from Qualtrol and EMC than we anticipated. So this is not a customer demand situation at all. They've continued to grow really well. In fact, both of them, I believe, had record quarters. But it was really an ability to countermeasure some of the other weakness. And it was really, you know, so, you know, we've assumed that, you know, that probably doesn't happen here for the remaining part of the year. But the demand profile for both those businesses is, is uh is very strong and should be uh should and we certainly believe that's going to go well into 25. and and just kind of is that more supply chain related in in maybe not reaching you know the the potential that you thought you had for shipments there or just any additional a little bit of supply a little bit of supply chain a little bit of factory capacity you know it's just uh it's a little bit of both uh i would say on the defense side a little bit more supply chain okay understood

And then just probation and that driving the 20% SAS growth at AHS, are you seeing kind of acceleration there and just anything when it comes to innovation or end market activity that's supporting that acceleration?

Yeah, I think it's a few things that we're really excited about. I think when we bought probation, one of the things we said was, we would start to see, you know, some of the growth for the SAS conversion. Because we have, you know, our current licensed software solution is really, which PVMD is a very, you know, very much pervasive in hospitals. The conversion to SAS very much will be part of our innovation story, but it would also be part of the hospitals themselves moving to cloud and moving all of their operations to cloud. Obviously, the advent of AI and the promise of AI has more hospitals moving to cloud. And when they do that, they're really ready for our APEX solution. And so we're just seeing an acceleration of that story. So it's a combination. We announced in the prepared remarks last You know, some of our launches that are really AI-related, the start of that for us. But we're also, to some extent, following the technology trend of hospitals moving to cloud. And when they do that, they want APEX. And so we're really excited about that business. As you mentioned, the SaaS growth is very good. And we would anticipate that that continues to be very strong. And in many cases, as you know, we're converting our maintenance stream to APEX, and those maintenance stream conversions are at a very strong rate. So really the strategy playing out very much how we thought it would when we bought the company several years ago.

I would just add that in the fourth quarter, we'll have lapped the license headwind from last year. So that does mean that the growth rate in probation does accelerate. It's the highest single digit in the fourth quarter and would accelerate in 2025.

Got it. I appreciate it. Thank you.

We have reached the end of the question and answer session. I would like to turn the call back over to Jim Leeko for closing remarks.

Thanks, everybody, for taking the time. I know a very busy day for all of you and, as always, a busy earnings season. Hopefully, you heard from us today really a sense of some of the things we really were prepared for. And in a lower growth environment, a really strong execution. I think we fall to the 60% incrementals, the strong operating profit growth that we had in EPS growth, really on the backs of lower growth. That will continue in the fourth quarter, and I really think that speaks to the power of FBS and the power of our ability to execute in this environment. We feel good about what the ramp, what 25, what we can do in 25. We'll see how that plays out. But I think one of the things we've talked about for several years really played out this quarter is the pervasiveness of our innovation capability. You heard it at Fluke. You heard it at Tech. You heard it at ASP. You heard it within FAO. All of our major businesses, lots of examples of new innovative products that are hitting the marketplace to give us what we think are really exciting opportunities and really speaks to the power of the changes we've made in our innovation process across over the last several years. So we'll look forward to the continued follow-up from many of you, and we'll look forward to seeing you on the road here soon. Have a great rest of the season, and we'll talk soon. Thank you.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.