Ralliant Corp
For the period ended Sep 26, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 26, 2025 · Filed Nov 6, 2025
RAL$67.68+7.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-27; filed 2025-08-11.
0002041385-25-000033
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-26; filed 2025-11-06.
0002041385-25-000069
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 136 previous paragraphs and 126 current paragraphs.
56 unchanged; 54 reworded; 15 added; 25 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
During the three and nine months ended September 26, 2025 (the “quarter” or the “third quarter”, and “year-to-date period,” respectively), sales decreased by 0.5% and 5.7%, respectively.
Current report
Geographically, in the third quarter, revenue was flat year-over-year, driven by 3% growth in North America, offset by 6% decline in Western Europe, 6% decline in China, and 3% decline in the rest of the world. Geographically, in the year-to-date period, revenue decreased 6% year-over-year, driven by 20% decline in Western Europe, 3% decline in North America, 6% decline in China, and flat revenue in the rest of the world.
Current report
•The third quarter decrease in results primarily driven by -425 basis points from the stock-based compensation modification in the third quarter resulting from the revaluation of the share price as a result of the Separation; -270 basis points from volume reduction; -250 basis points from public company standalone costs; -200 basis points from higher salaries and wages; partially offset by +180 basis points from price increases. The net impact of tariffs was fully offset via countermeasures in the period.
Current report
•The year-over-year decrease in results from existing businesses — unfavorable 580 basis points, primarily driven by:
Current report
•The stock-based compensation modification in the third quarter resulting from the revaluation of the share price as a result of the Separation — unfavorable 150 basis points.
Current report
Geographically, in the third quarter, revenue decreased 14% year-over-year, driven by 16% decline in North America, 20% decline in China, 15% decline in Western Europe, and 5% decline in the rest of the world. Geographically, in the year-to-date period, revenue decreased 17% year-over-year, driven by 34% decline in Western Europe, 15% decline in North America, 17% decline in China, and 7% decline in the rest of the world.
Current report
•The year-over-year decrease in results from existing businesses — unfavorable 1,025 basis points, primarily driven by:
Current report
•The year-over-year effect of costs relating to the discrete restructuring plans — unfavorable 150 basis points.
Current report
•The year-over-year decrease in results from existing businesses — unfavorable 1,050 basis points, primarily driven by:
Current report
Geographically, in the third quarter, revenue increased 11% year-over-year, driven by 12% growth in North America, 23% growth in China, and 4% growth in Western Europe, and flat revenue in the rest of the world. Geographically, in the year-to-date period, revenue increased 3% year-over-year, driven by 15% growth in China, 2% growth in North America, 8% growth in the rest of the world, partially offset by 2% decline in Western Europe.
Current report
Operating profit margin was 27.6% for the third quarter, which remained consistent compared with 27.8% for the comparable period in 2024 and operating profit margin was 27.6% for the year-to-date period, which remained consistent compared with 27.3% for the comparable period in 2024.
Current report
The year-over-year decrease in gross profit during the third quarter was primarily due to net volume declines, partially offset by increases in price.
Current report
The year-over-year increase in SG&A expenses during the third quarter was primarily due to the stock-based compensation modification resulting from the conversion of Fortive equity awards upon the Separation, standalone public company costs, and higher employee compensation.
Current report
Pursuant to the terms of the Tax Matters Agreement, Ralliant will reimburse Fortive or pay taxing authorities directly for an amount contractually agreed with Fortive of approximately $51.0 million. Of the approximately $51.0 million of tax transaction costs, $16.0 million was paid in the third quarter and $35.0 million was accrued as a payable due to Fortive as of September 26, 2025, of which $25.9 million was subsequently paid on September 29, 2025. The total $51.0 million tax transactions costs, were recognized in the third quarter and were recorded as a offset to additional paid-in capital as the items represent a settlement with the Former Parent in accordance with the Tax Matters Agreement.
Current report
Borrowings under the Credit Facilities bear interest as described in Note 5 of the notes to the consolidated and combined condensed financial statements. At facility close, Ralliant made an interest election of six-month Secured Overnight Financing Rate (“SOFR”). The first related interest payment of $16.4 million was due on September 29, 2025. The second payment is due on December 29, 2025, at which time a new election will be made.
Removed paragraphs (25)
Previous report
During the three and six months ended June 27, 2025, sales decreased by 5.7% and 8.3%, respectively.
Previous report
Geographically, in the second quarter, organic revenue in developed markets decreased by high single-digits year-over-year, driven by a mid-twenties decline in Western Europe and mid single-digit decline in North America. Organic revenue in high growth markets increased slightly in the second quarter year-over-year, driven by mid-teens growth in Latin America, offset by a low single-digit decline in China.
Previous report
Geographically, in the year-to-date period, organic revenue in developed markets decreased by low double-digits year-over-year, driven by a low-thirties decline in Western Europe and a mid single-digit decline in North America. Organic revenue in high growth markets decreased low single-digits in the year-to-date period year-over-year, driven by a mid single-digit decline in China, partially offset by low-twenties growth in Latin America.
Previous report
•The second quarter decrease in results from existing businesses — unfavorable 810 basis points, primarily driven by:
Previous report
◦-275 basis points from volume reduction; -250 basis points from higher salaries and wages; -150 basis points from higher corporate costs allocable to its segments; -120 basis points from public company standalone costs; and -110 basis points from the net impact of tariffs, partially offset by +100 basis points from price increases.
Previous report
•The year-over-year decrease in results from existing businesses — unfavorable 660 basis points, primarily driven by:
Previous report
•The year-over-year net effect of acquired and divested businesses, including amortization and acquisition-related fair value adjustments — favorable 120 basis points
Previous report
Geographically, in the second quarter, year-over-year organic revenue in developed markets decreased by low-twenties year-over-year, driven by a mid-forties decline in Western Europe and a low double-digit decline in North America. Organic revenue in high growth markets decreased by low double-digits in the second quarter year-over-year, driven by a low double-digit decline in China and a high-teens decline in the rest of Asia.
Previous report
Geographically, in the year-to-date period, year-over-year organic revenue in developed markets decreased by mid-twenties, driven by high-fifties decline in Western Europe and a low double-digit decline in North America. Organic revenue in high growth markets decreased by low double-digit, driven by low double-digit decline in China and low double-digit decline in the rest of Asia.
Previous report
•The year-over-year decrease in results from existing businesses — unfavorable 1,540 basis points, primarily driven by:
Previous report
•The year-over-year effect of amortization from existing businesses — unfavorable 210 basis points
Previous report
•The year-over-year decrease in results from existing businesses — unfavorable 1,430 basis points, primarily driven by:
Previous report
•The year-over-year effect of amortization from existing businesses — unfavorable 210 basis points
Previous report
Geographically, in the second quarter, year-over-year organic revenue in developed markets decreased low single-digit year-over-year, driven by slight decline in North America, low single-digit decline in Western Europe, and a low-forties decline in Japan. Organic revenue in high growth markets increased by high-teens year-over-year, driven primarily by mid-teens growth in China, mid-teens growth in the rest of Asia, and low-twenties growth in Latin America.
Previous report
Geographically, in the year-to-date period, year-over-year organic revenue in developed markets decreased low single-digits, driven by slight decline in North America, low single-digit decline in Western Europe, and high-twenties decline in Japan. Organic revenue in high growth markets increased by mid-teens year-over-year, driven primarily by low double-digit growth in China, high-twenties growth in Latin America, and low double-digit growth in the rest of Asia.
Previous report
Operating profit margin was 25.6% for the second quarter, a decrease of 60 basis points compared with 26.2% for the comparable period in 2024, primarily impacted by:
Previous report
•The year-over-year decrease in results from existing businesses — unfavorable 200 basis points, primarily driven by:
Previous report
◦-225 basis points from corporate cost allocations; -160 basis points from higher employee compensation; -100 basis points from the net impact of tariffs; partially offset by +175 basis points from contract cost adjustments; and +100 basis points from net pricing and volume impacts.
Previous report
•The year-over-year net effect of changes in certain Invetech businesses that were divested in 2024 — favorable 135 basis points
Previous report
Operating profit margin was 27.6% for the year-to-date period, an increase of 50 basis points, compared with 27.1% for the comparable period in 2024, primarily impacted by:
Previous report
•The year-over-year net effect of changes in certain Invetech businesses that were divested in 2024 — favorable 185 basis points
Previous report
•The year-over-year decrease in results from existing businesses — unfavorable 140 basis points, driven by:
Previous report
◦-175 basis points from higher employee compensation; -130 basis points from corporate cost allocations; -60 basis points from the net impact of tariffs; partially offset by +125 basis points from contract cost adjustments; +100 basis points from net pricing and volume impacts.
Previous report
Loss from divestiture
Previous report
On May 15, 2025 (the “Closing Date”), the Company entered into a credit agreement (“Credit Agreement”), with a syndicate of banks, consisting of an eighteen month, $600.0 million senior unsecured delayed-draw term loan facility (the “Eighteen-Month Term Loan”), a three-year, $700.0 million senior unsecured delayed-draw term loan facility (the “Three-Year Term Loan”, and together with the Eighteen-Month Term Loan, the “Term Loans”) and a three-year $750.0 million senior unsecured multi-currency revolving credit facility, including a $25.0 million sublimit for swingline loans and a $75.0 million sublimit for the issuance of letters of credit (the “Revolving Credit Facility” and, together with the Term Loans, the “Credit Facilities”). The Credit Agreement also contains an expansion option permitting Ralliant to request increases of the Credit Facilities (in any combination thereof) of up to an aggregate additional amount of $500.0 million from lenders that elect to make such increase available, upon the satisfaction of certain conditions. The Company incurred $1.5 million of debt issuance costs associated with the Revolving Credit Facility that have been recorded as a prepaid asset within Other assets in the accompanying Combined Condensed Balance Sheets, as this facility was undrawn as of June 27, 2025.
Reworded paragraphs (54)
Previous wording
On May 27, 2025, the Board of Directors of Fortive Corporation (“Fortive” or the “Parent”) approved the separation of Fortive’s Precision Technologies (“PT”) operating segment through the pro rata distribution of all of the issued and outstanding common stock of Ralliant Corporation (“Ralliant”, “the Company”, “its”, or “their”) to Fortive's stockholders (the “Separation”), which was completed on June 28, 2025. Ralliant is a global technology company with businesses that design, develop, manufacture, and service precision instruments and highly engineered products. The Company empowers engineers with precision technologies essential for breakthrough innovation in an electrified and digital world, enabling its customers to bring advanced technologies to market faster and more efficiently. Its strategic segments – Test and Measurement and Sensors and Safety Systems – include well-known brands with prominent positions across a range of attractive end markets.
Current wording
Ralliant Corporation (“Ralliant”, the “Company”, “its”, or “their”) is a global technology company with businesses that design, develop, manufacture, and service precision instruments and highly engineered products. The Company empowers engineers with precision technologies essential for breakthrough innovation in an electrified and digital world, enabling its customers to bring advanced technologies to market faster and more efficiently. Its strategic segments – Test and Measurement and Sensors and Safety Systems – include well-known brands with prominent positions across a range of attractive end markets. On May 27, 2025, the Board of Directors of Fortive Corporation (“Fortive” or the “Former Parent”) approved the separation of Fortive’s Precision Technologies (“PT”) operating segment through the pro rata distribution of all of the issued and outstanding common stock of Ralliant to Fortive's stockholders (the “Separation”), which was completed on June 28, 2025.
Previous wording
The accompanying combined condensed financial statements present the historical financial position, results of operations, changes in Fortive’s equity and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the preparation of carved-out combined condensed financial statements.
Current wording
The accompanying consolidated and combined condensed financial statements present the historical financial position, results of operations, changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the preparation of carved-out combined condensed financial statements.
Previous wording
The Company has historically operated as part of Fortive’s Precision Technologies segment and not as a stand-alone company. The financial statements have been derived from Fortive’s historical accounting records and are presented on a carve-out basis. All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company are included as a component of the financial statements. The financial statements also include allocations of certain general, administrative, and sales and marketing expenses from Fortive’s corporate office and from other Fortive businesses to the Company. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Fortive. Related party allocations, including the method for such allocation, are discussed further in Note 13 of the Notes to the Combined Condensed Financial Statements for the three and six months ended June 27, 2025 and June 28, 2024 (the “quarter” or the “second quarter” and “year-to-date period,” respectively).
Current wording
The Company has historically operated as part of Fortive’s Precision Technologies segment and not as a stand-alone company. The financial statements as of June 27, 2025 or earlier have been derived from Fortive’s historical accounting records and are presented on a carve-out basis. All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company are included as a component of the financial statements. Those historical financial statements also included allocations of certain general, administrative, and sales and marketing expenses from Fortive’s corporate office and from other Fortive businesses to the Company. The allocations were determined on a reasonable basis for the applicable periods; however, the amounts were not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Fortive.
Previous wording
Until the Separation, the Company was dependent upon Fortive for all of its working capital and financing requirements as Fortive uses a centralized approach to cash management and financing of its operations. Because the Company was part of Fortive for the three and six months ended June 27, 2025, only cash, cash equivalents, and borrowings clearly associated with Ralliant and related to the Separation, including the financing transactions described in the “Liquidity and Capital Resources” section, have been included in these Combined Condensed Financial Statements. Other financial transactions relating to the business operations of the Company during the period were accounted for through the Net Parent investment account of the Company. Unaudited Pro Forma Combined Financial Statements for the periods ended March 28, 2025 and December 31, 2024 can be found in the Company’s Information Statement filed as an exhibit to the Company’s Form 10-12B/A on May 28, 2025. There have been no material changes to the Pro Forma adjustments in the second quarter or year-to-date period.
Current wording
Prior to the Separation, the Company was dependent upon Fortive for all of its working capital and financing requirements as Fortive uses a centralized approach to cash management and financing of its operations. Because the Company was part of Fortive for the three and nine months ended September 27, 2024, only cash, cash equivalents, and borrowings clearly associated with Ralliant and related to the Separation, including the financing transactions described in the “Liquidity and Capital Resources” section, have been included in these Consolidated and Combined Condensed Financial Statements. Other financial transactions relating to the business operations of the Company during the period were accounted for through the Net Former Parent investment account of the Company.
Previous wording
The Company’s business consists of two segments: Test and Measurement and Sensors and Safety Systems. For additional details regarding these operations, refer to Note 12 titled “Segment Information”.
Current wording
The Company’s business consists of two segments: Test and Measurement and Sensors and Safety Systems. For additional details regarding these operations, refer to Note 12 titled “Segment Information” in the Notes to the Consolidated and Combined Condensed Financial Statements.
Previous wording
In January 2024, Fortive realigned Invetech from the Advanced Healthcare Solutions segment to the PT segment. In June 2024, Fortive divested and transferred ownership of Invetech, excluding the Dover Motion Business, to Invetech’s management team (the “Invetech Divestiture”). As a result of the Invetech Divestiture, in the three months ended June 28, 2024, Ralliant recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Combined Condensed Statements of Earnings. The Invetech Divestiture did not represent a strategic shift with a major effect on the Ralliant’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.
Current wording
In January 2024, Fortive realigned Invetech from the Advanced Healthcare Solutions segment to the PT segment. In June 2024, Fortive divested and transferred ownership of Invetech, excluding the Dover Motion Business, to Invetech’s management team (the “Invetech Divestiture”). As a result of the Invetech Divestiture, in the three months ended September 27, 2024, Ralliant recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Consolidated and Combined Condensed Statements of Earnings. The Invetech Divestiture did not represent a strategic shift with a major effect on the Ralliant’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.
Previous wording
Certain statements included in this Quarterly Report on Form 10-Q, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including, without limitation, statements regarding: future financial performance and results, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, the Company’s liquidity position or other financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; the effects of the Separation on the business; growth, declines and other trends in markets the Company sells into, including the expected impact of trade and tariff policies; changes in government contracting requirements and reductions in federal spending; new or modified laws, regulations and accounting pronouncements; impact of climate-related events or transition activities; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; impact of changes to tax laws; general economic and capital markets conditions, including expected impact of inflation or interest rate changes; impact of geopolitical events and other hostilities; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. Terminology such as “believe,” “anticipate,” “will,” “should,” “could,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast,” “outlook,” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by management of the Company in light of its experience and perceptions of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Cautionary Statement Concerning Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Information Statement filed as an exhibit to the Company’s Form 10-12B/A on May 28, 2025.
Current wording
Certain statements included in this Quarterly Report on Form 10-Q, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including, without limitation, statements regarding: future financial performance and results, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, the Company’s liquidity position or other financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; the effects of the Separation on the Company; growth, declines and other trends in markets the Company sells into, including the expected impact of trade and tariff policies; changes in government contracting requirements, and reductions in federal spending; new or modified laws, regulations and accounting pronouncements; impact of climate-related events or transition activities; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; impact of changes to tax laws; general economic and capital markets conditions, including expected impact of inflation or interest rate changes; impact of geopolitical events and other hostilities; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that the Company intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “will,” “should,” “could,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast,” “outlook,” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by management of the Company in light of its experience and perceptions of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Cautionary Statement Concerning Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Information Statement filed as an exhibit to the Company’s Form 10-12B/A on May 28, 2025.
Previous wording
Ralliant is a multinational business with global operations, of which 48.9% of its 2024 sales derived from customers outside the United States, including high-growth markets. The Company defines high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America, and Asia with the exception of Japan and Australia.
Current wording
Ralliant is a multinational business with global operations, of which 47.9% and 49.3% of its sales were derived from customers outside the United States, as of the nine months ended September 26, 2025 and September 27, 2024, respectively.
Previous wording
In 2025, the U.S. government began imposing tariffs on products from all countries and additional individualized reciprocal tariffs on certain countries. In response, China, in particular, and other countries have announced tariffs against certain imports from the United States. These changes to trade policies, retaliatory measures, and prolonged uncertainty in trade relationships negatively impact operations and financial results, including potential impairment of certain intangible assets, through resulting supply chain disruptions, delayed shipments, and increased operational complexities and costs. The Company continues to evaluate the evolving impact of these tariffs, as the application and imposition of these tariffs remain unpredictable. The Company continues to deploy the Ralliant Business System (“RBS”), including tools and processes to leverage existing sourcing strategies and optimize production and logistics, to actively manage these challenges and utilize pricing, cost and productivity actions and other countermeasures to offset the aforementioned dynamics.
Current wording
In 2025, the U.S. government began imposing tariffs on products from all countries and additional individualized reciprocal tariffs on certain countries. In response, China, in particular, and other countries have announced tariffs against certain imports from the United States. These changes to trade policies, retaliatory measures, and prolonged uncertainty in trade relationships negatively impact operations and financial results, including potential impairment of certain intangible assets, through resulting supply chain disruptions, delayed shipments, and increased operational complexities and costs.
Previous wording
On January 3, 2024, Ralliant acquired EA Elektro-Automatik Holding GmbH (“EA”), a leading supplier of high-power electronic test solutions for energy storage, mobility, hydrogen, and renewable energy applications. The acquisition of EA will bolster Ralliant’s innovative portfolio of products and services for engineers with complementary test and measurement solutions enabling the global energy transition. The total consideration paid was approximately $1.72 billion, net of acquired cash. Fortive, on behalf of Ralliant, funded this transaction with financing activities and available cash. Ralliant recorded approximately $1.18 billion of goodwill within its Test and Measurement segment related to the EA acquisition, which is not tax deductible. The Company anticipates future tax benefits as a result of the transaction.
Current wording
On January 3, 2024, Ralliant acquired EA Elektro-Automatik Holding GmbH (“EA”), a leading supplier of high-power electronic test solutions for energy storage, mobility, hydrogen, and renewable energy applications. The acquisition of EA bolsters Ralliant’s innovative portfolio of products and services for engineers with complementary test and measurement solutions enabling the global energy transition. The total consideration paid was approximately $1.72 billion, net of acquired cash. Fortive, on behalf of Ralliant, funded this transaction with financing activities and available cash. Ralliant recorded approximately $1.18 billion of goodwill within its Test and Measurement segment related to the EA acquisition, which was not tax deductible. The Company anticipates future tax benefits as a result of the transaction.
Previous wording
In June 2024, Fortive completed the Invetech Divestiture. As a result of the Invetech Divestiture, in the six months ended June 28, 2024, Ralliant recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Combined Condensed Statements of Earnings. The Invetech Divestiture did not represent a strategic shift with a major effect on the Ralliant’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.
Current wording
In June 2024, Fortive completed the Invetech Divestiture. As a result of the Invetech Divestiture, in the nine months ended September 27, 2024, Ralliant recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Consolidated and Combined Condensed Statements of Earnings. The Invetech Divestiture did not represent a strategic shift with a major effect on the Ralliant’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.
Previous wording
Business Performance During the Three and Six Months Ended June 27, 2025
Current wording
Business Performance During the Three and Nine Months Ended September 26, 2025
Previous wording
The year-over-year decrease in sales in the second quarter was driven by a 5.8% decrease in organic revenue and a 1.1% decrease from the Invetech Divestiture, partially offset by an increase of 1.2% from favorable foreign currency exchange rates. The decrease in organic revenue in the second quarter included volume declines of 9.2%, partially offset by favorable pricing of 3.4%.
Current wording
The year-over-year decrease in sales in the third quarter was driven by a 1.4% decrease in organic revenue, partially offset by an increase of 0.9% from favorable foreign currency exchange rates. The decrease in organic revenue in the third quarter included volume declines of 5.2%, partially offset by favorable pricing of 3.8%.
Previous wording
The year-over-year decrease in sales in the year-to-date period was driven by 7.4% decrease from organic revenue declines and a 1.0% decrease from the Invetech Divestiture, partially offset by 0.1% increase from favorable foreign currency exchange rates. The decrease in organic revenue in the year-to-date period included volume declines of 10.0%, partially offset by favorable pricing of 2.6%.
Current wording
The year-over-year decrease in sales in the year-to-date period was driven by 5.4% decrease from organic revenue declines and a 0.7% decrease from the Invetech Divestiture, partially offset by 0.4% increase from favorable foreign currency exchange rates. The decrease in organic revenue in the year-to-date period included volume declines of 8.5%, partially offset by favorable pricing of 3.1%.
Previous wording
Operating profit margin was 11.7% for the second quarter, representing a decrease of 800 basis points compared with 19.7% for the comparable period of 2024. The year-over-year changes in operating profit margin primarily comprised the following:
Current wording
Operating profit margin was 9.8% for the third quarter, representing a decrease of 1,110 basis points, compared with 20.9% for the comparable period of 2024. The year-over-year changes in operating profit margin primarily comprised the following:
Previous wording
Operating profit margin was 13.5% for the year-to-date period, representing a decrease of 940 basis points compared with 22.9% for the comparable period of 2024. The year-over-year changes in operating profit margin primarily comprised the following:
Current wording
Operating profit margin was 12.2% for the year-to-date period, representing a decrease of 1,010 basis points, compared with 22.3% for the comparable period of 2024. The year-over-year changes in operating profit margin primarily comprised the following:
Previous wording
◦-225 basis points driven by volume reduction, partially offset by price increases; -200 basis points from higher salaries and wages; -110 basis points from corporate costs allocable to its segments; -75 basis points from standalone public company costs; and -60 basis points from the net impact of tariffs.
Current wording
◦-350 basis points driven by volume reduction; -235 basis points from higher salaries and wages; -130 basis points from standalone public company costs; -35 basis points from the net impact of tariffs; partially offset by 125 basis points from price increases.
Previous wording
◦As a separate public company, Ralliant incurred incremental costs with the establishment of a separate corporate function, primarily related to employee compensation and IT system costs, as well as incremental standalone public company costs such as corporate governance costs, including audit and other professional services fees, consulting and legal fees, and stock exchange listing fees. As further discussed in Note 13 to the financial statements, certain shared corporate costs have been allocated to Ralliant by Fortive, and are reflected as expenses in these financial statements.
Current wording
◦As a separate public company, Ralliant incurred incremental costs with the establishment of a separate corporate function, primarily related to employee compensation and IT system costs, as well as incremental standalone public company costs such as corporate governance costs, including audit and other professional services fees, consulting, and legal fees, and stock exchange listing fees.
Previous wording
•The year-over-year effect of the gain on sale of land and certain office buildings in 2024 — unfavorable 585 basis points
Current wording
•The year-over-year effect of the gain on sale of land and certain office buildings in 2024 — unfavorable 400 basis points.
Previous wording
•The year-over-year net effect of acquisition and divestiture-related transaction costs incurred in 2024 primarily related to the EA acquisition — favorable 235 basis points
Current wording
•The year-over-year net effect of acquisition and divestiture related transaction costs incurred in 2024 primarily related to the EA acquisition — favorable 160 basis points.
Previous wording
The decreases in sales for both the second quarter and year-to-date period were primarily driven by decreases in organic revenue of 16.8% and 19.1%, respectively, partially offset by the favorable impact from foreign currency exchange rates.
Current wording
The decreases in sales for both the third quarter and year-to-date period were primarily driven by decreases in organic revenue of 15.3% and 17.9%, respectively, partially offset by the favorable impact from foreign currency exchange rates.
Previous wording
The decrease in organic revenue in the second quarter and year-to-date period was primarily attributable to declines in sales volumes of 19.2% and 20.5%, respectively, primarily in product lines for oscilloscopes and related accessories and high-power solutions which were driven by demand weakness across all end markets.
Current wording
The decrease in organic revenue in the third quarter and year-to-date period was primarily attributable to declines in sales volumes of 18.1% and 20.0%, respectively, primarily in product lines for oscilloscopes and related accessories and high-power solutions which were driven by demand weakness across diversified electronics and communications end markets.
Previous wording
Operating loss margin was 7.4% for the second quarter, a decrease of 1,830 basis points compared with operating profit margin of 10.9% for the comparable period in 2024, primarily impacted by:
Current wording
Operating loss margin was 0.8% for the third quarter, a decrease of 1,320 basis points compared with operating profit margin of 12.4% for the comparable period in 2024, primarily impacted by:
Previous wording
◦-1,150 basis points driven by volume declines due to demand weakness in all end markets, partially offset by price increases; -250 basis points primarily from higher salaries and wages; -115 basis points from corporate cost allocations; -60 basis points from the net impact of tariffs; partially offset by +150 basis points from benefits from productivity measures and RBS initiatives.
Current wording
◦-800 basis points driven by net volume declines due to demand weakness in diversified electronics and communications end markets, partially offset by price increases; and -170 basis points primarily from higher salaries and wages.
Previous wording
Operating loss margin was 6.9% for the year-to-date period, a decrease of 2,440 basis points compared with operating profit margin of 17.5% for the comparable period in 2024, primarily impacted by:
Current wording
Operating loss margin was 4.8% for the year-to-date period, a decrease of 2,060 basis points compared with operating profit margin of 15.8% for the comparable period in 2024, primarily impacted by:
Previous wording
◦-925 basis points driven by volume declines due to demand weakness in all end markets, partially offset by price increases; -400 basis points primarily from higher salaries and wages; -210 basis points from corporate costs allocations; -110 basis points from the net impact of tariffs; partially offset by +100 basis points from benefits from productivity measures and RBS initiatives.
Current wording
◦-950 basis points driven by volume declines due to demand weakness in all end markets, partially offset by price increases; and -300 basis points primarily from higher salaries and wages.
Previous wording
•The year-over-year effect of the gain on sale of land and certain office buildings in 2024 — unfavorable 1,340 basis points
Current wording
•The year-over-year effect of the gain on sale of land and certain office buildings in 2024 — unfavorable 900 basis points.
Previous wording
•The year-over-year effect of acquisition-related transaction costs incurred in 2024 related to the EA acquisition — favorable 520 basis points
Current wording
•The year-over-year effect of acquisition-related transaction costs incurred in 2024 related to the EA acquisition — favorable 360 basis points.
Previous wording
The increase in sales for the second quarter was driven by an increase in organic revenue of 2.2% and favorable impact from foreign currency exchange rates, partially offset by a 1.8% unfavorable impact from the Invetech Divestiture.
Current wording
The increase in sales for the third quarter was driven by price and volume increases of 9.8% and favorable impact from foreign currency exchange rates.
Previous wording
The sales result for the year-to-date period was driven a net price and volume increase of 1.8%, equally offset by the 1.8% unfavorable impact from the Invetech Divestiture.
Current wording
The sales result for the year-to-date period was driven by price and volume increases of 4.4%, partially offset by the 1.2% unfavorable impact from the Invetech Divestiture.
Previous wording
Year-over-year price increases in the Sensors and Safety Systems segment contributed 4.2% and 3.5% to sales growth during the second quarter and year-to-date period, respectively, compared with 2024, and is reflected as a component of the change in organic revenue. The net volume decrease in the second quarter and year-to-date period resulted from declines in the energetic materials product line from aero, defense, and space customers, along with liquid and air sensors in manufacturing and other end markets, and automation and control applications within the industrial manufacturing end market. The volume declines were partially offset by increased demand in the utilities sector for grid modernization.
Current wording
Year-over-year price increases in the Sensors and Safety Systems segment contributed 4.6% and 3.9% to sales growth during the third quarter and year-to-date period, respectively, compared with 2024, and is reflected as a component of the change in organic revenue. The net volume increase in the third quarter resulted from increases in the energetic materials product line from aero, defense, and space customers, increases in liquid and air sensors in manufacturing and other end markets, and increases in utility solutions. The net volume increase in the year-to-date period resulted primarily from increases in utility solutions, partially offset by declines in automation and control applications within the industrial manufacturing end market.
Previous wording
The year-over-year decreases in gross profit during the second quarter and year-to-date period were primarily due to net volume declines, higher employee compensation costs, and tariffs, partially offset by year-over-year increases in price, benefits from productivity measures and RBS initiatives.
Current wording
The year-over-year decrease in gross profit during the year-to-date period was primarily due to net volume declines, higher employee compensation costs, and tariffs, partially offset by year-over-year increases in price.
Previous wording
The year-over-year decrease in SG&A expenses during the year-to-date period was due to lower year-over-year transaction expenses related to the EA acquisition in 2024 and benefits from productivity measures through RBS initiatives, partially offset by higher employee compensation, Ralliant corporate costs incurred to establish a separate corporate function, in addition to Fortive allocated corporate costs in the second quarter, and standalone public company costs.
Current wording
The year-over-year increase in SG&A expenses during the year-to-date period was primarily due to the stock-based compensation modification resulting from the conversion of Fortive equity awards upon the Separation, higher employee compensation, Ralliant corporate costs incurred to establish a separate corporate function, in addition to Fortive allocated corporate costs that were both incurred in the second quarter, and standalone public company costs, partially offset by lower year-over-year transaction expenses related to the EA acquisition in 2024 and benefits from productivity measures through RBS initiatives.
Previous wording
R&D, consisting principally of internal and contract engineering personnel costs, increased during the second quarter and year-to-date period compared with the comparable periods of 2024 due to continuing investments in innovation.
Current wording
R&D, consisting principally of internal and contract engineering personnel costs, remained consistent during the third quarter and year-to-date period compared with the comparable periods of 2024.
Previous wording
During the three and six-month periods ended June 28, 2024, the Company recognized a net loss of $25.6 million related to the Invetech Divestiture. For further discussion of this transaction, refer to Note 1 to the combined condensed financial statements.
Current wording
During the three and nine months ended September 26, 2025, the Company recognized interest expense of $16.3 million. During the nine months ended September 27, 2024, the Company recognized a net loss of $25.6 million related to the Invetech Divestiture. For further discussion of this transaction, refer to Note 1 of the consolidated and combined condensed financial statements.
Previous wording
Ralliant’s effective tax rates were 19.2% and 15.7% for the three and six months ended June 27, 2025, respectively, compared with 18.2% and 17.7% for the three and six months ended June 28, 2024, respectively. The increase in the effective tax rate for the three months ended June 27, 2025 compared with the three months ended June 28, 2024 was primarily related to changes in valuation allowances recorded in the three months ended June 27, 2025. The decrease in the effective tax rate for the six months ended June 27, 2025 compared with the six months ended June 28, 2024 was primarily related to the impact of credits and deductions provided by law, including those associated with state income taxes, and changes in the Company’s uncertain tax position reserves.
Current wording
Ralliant’s effective tax rates were (13.4)% and 9.6% for the three and nine months ended September 26, 2025, respectively, compared with 18.0% and 17.8% for the three and nine months ended September 27, 2024, respectively. The decrease in the effective tax rate for the three months ended September 26, 2025 compared with the three months ended September 27, 2024 was primarily related to the impact of the repricing of deferred tax balances due to an enacted reduction in the German corporate tax rate and the impact of credits and deductions provided by law, including those associated with state income taxes, and changes in uncertain tax position reserves. The decrease in the effective tax rate for the nine months ended September 26, 2025 compared with the nine months ended September 27, 2024 was attributable to the impact of the repricing of deferred tax balances due to German corporate tax rate change on deferred taxes.
Previous wording
Globally, the Company monitors legislative action and the Organization for Economic Co-operation and Development (“OECD”) initiatives related to global taxation. The impact of the OECD framework for a “Pillar Two” global minimum corporate income tax rate of 15% has been included within the provision for income taxes. On June 28, 2025, the OECD released a statement recognizing an agreement between the OECD and the G20 to recognize the U.S. minimum tax rules to exempt U.S. multinationals from certain portions of the Pillar Two framework. The Company continues to monitor further guidance and legislative developments related to the Pillar Two framework.
Current wording
Globally, the Company monitors legislative action and the Organization for Economic Co-operation and Development (“OECD”) initiatives related to global taxation. The impact of the OECD framework for a “Pillar Two” global minimum corporate income tax rate of 15% has been included within the provision for income taxes. On June 28, 2025, the OECD released a statement recognizing an agreement between the OECD and the G20 to recognize the U.S. minimum tax rules to exempt U.S. multinationals from certain portions of the Pillar Two framework. However, as of the balance sheet date, no related legislation has been enacted. The Company continues to monitor further guidance and legislative developments related to the Pillar Two framework.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, including, but not limited to, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business investments. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact of OBBBA on its consolidated financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, including, but not limited to, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business investments. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. As a result of the retroactive treatment for research and experimental expenditures enacted under OBBBA, Ralliant was notified of Fortive’s intent to accelerate the amortization of previously capitalized research and experimental expenditures. Accordingly, Ralliant reduced its deferred tax assets by approximately $65 million during the quarter.
Previous wording
Comprehensive income increased by $164.7 million during the second quarter compared with the comparable period in 2024 due to favorable changes in foreign currency translation of $181.5 million, partially offset by a decrease in net income of $17.2 million.
Current wording
Comprehensive income decreased by $142.0 million during the third quarter compared with the comparable period in 2024 due to unfavorable changes in foreign currency translation of $90.9 million, partially offset by a decrease in net income of $51.0 million.
Previous wording
Comprehensive income increased by $244.4 million during the year-to-date period compared with the comparable period in 2024 due to favorable changes in foreign currency translation of $313.5 million, partially offset by a decrease in net income of $69.5 million.
Current wording
Comprehensive income increased by $102.4 million during the year-to-date period compared with the comparable period in 2024 due to favorable changes in foreign currency translation of $222.6 million, partially offset by a decrease in net income of $120.5 million.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Company continues to evaluate the evolving impact of these tariffs, as the application and imposition of these tariffs remain unpredictable. The Company continues to deploy the Ralliant Business System (“RBS”), including tools and processes to leverage existing sourcing strategies and optimize production and logistics, to actively manage these challenges and utilize pricing, cost and productivity actions and other countermeasures to offset the aforementioned dynamics.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The year-over-year increase in SG&A expenses during the second quarter was due to higher employee compensation, Ralliant corporate costs incurred to establish a separate corporate function, in addition to Fortive allocated corporate costs, and standalone public company costs, partially offset by lower year-over-year transaction expenses related to the EA acquisition in 2024 and benefits from productivity measures through RBS initiatives.