Ralliant Corporation

Hello, my name is Donna and I will be your conference facilitator this morning. At this time, I would like to welcome everyone to Ralliant Corporation's third quarter 2025 earnings results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during that time, simply press star then the number one on your telephone keypad. If you would like to withdraw your question, please press star two. I would now like to turn the call over to Nathan McKern, Vice President of Investor Relations. Mr. McKern, you may begin your conference.

Thank you, Donna. Good morning, everyone, and thank you for joining Rallion's third quarter 2025 earnings call. I'm Nathan McKern, Vice President of Investor Relations. Today, we'll walk through our third quarter 2025 results, highlight key operational progress, and provide an outlook for the fourth quarter. I'm joined today by Tammy Newcomb, our President and Chief Executive Officer, and Neil Reynolds, our Chief Financial Officer. Our earnings release issued yesterday and today's presentation can be accessed on the investor section of our website at Valiant.com. Please note that we'll be discussing certain non-GAAP financial measures on today's call. A reconciliation of these items to U.S. GAAP can be found in the appendix to our presentation. During today's call, and unless otherwise stated, we're comparing our third quarter 2025 results to the same period in 2024. 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 uncertainties and actual results might differ materially from any forward-looking statements we make today. Information regarding these risks and uncertainties is available in our information statement filed with the SEC on May 28, 2025, and our quarterly reports on Form 10-Q filed with the SEC on August 11, 2025, and to be filed on November 6, 2025. With that, I'd like to turn the call over to Tammy.

Thank you, Nathan. Good morning. Welcome to Reliant's third quarter earnings call, our first reporting period as an independent public company. The team approached the post-spin separation with discipline and focus, stepping into new roles in implementing refined processes, all while delivering quarterly results that were at or above the high end of our guidance ranges. On today's call, I'll start with a brief overview of Ralliant and a high-level look at our financial performance. Next, I'll invite Neil to share deeper insight into our Q3 results, the Q4 outlook, and discuss considerations as we move into 2026. Then I'll be back to showcase progress on our profitable growth strategy, leveraging the Ralliant business system. Slide four highlights what makes Ralliant different. We stand at the forefront of precision, driving safety and breakthrough performance through advanced technologies that perform in demanding environments. Our solutions help ensure reliability, safety, and efficiency when failure is not an option. We continue partnering with our customers to unlock advancements that will change the world and have an impact for years to come. We develop and manufacture precision solutions globally across diverse end markets. Our portfolio of trusted brands has earned our customers confidence by delivering precise instruments, sensors, and safety solutions that enable faster customer innovation. As electrification, digitization, and AI accelerate the demand for high-performance, data-driven equipment, we meet these needs by serving customers in critical markets, such as utilities, defense, and electronics. What truly sets us apart is our people-first culture, ingrained in decades of precision, expertise, and the reliant business system. This has enabled us to solve our customers' toughest challenges in the many applications that we serve. earning customer trust and positioning us well for future growth. With that, let me provide the key takeaways from the quarter on slide six. First, all our financial results were at or above the high end of guidance ranges we provided last quarter, demonstrating our commitment to delivering results while executing our long-term strategic priorities. Second, We are delivering high growth in the utilities and defense end markets and sequential improvement in test and measurement and industrial manufacturing. Third, we are executing our levers to drive growth and innovation. This was demonstrated in the quarter as Tektronix launched two new high-performance precision instruments architected to be scalable platforms that will accelerate our new products roadmap. Fourth, we delivered significant free cash flow with a conversion rate above our long-term expectation of greater than 95 percent. And last, we progressed on our cross-savings program that we announced last quarter to deliver $9 to $11 million in annualized savings by the end of 2026. Drilling down into our Q3 financial results on slide seven, our revenue was above the high end of our guidance range we continued to deliver sequential improvement with 5 percent growth over Q2. This was driven by secular demand in several end markets and improved shipment execution, particularly in defense. We expanded adjusted EBITDA margins by 60 basis points sequentially to 20.4 percent, reaching the low end of our long-term through cycle target range that we communicated at investor day in June. Turning to slide eight, our growth has improved each quarter throughout the year across most regions. North America turned positive with 3 percent year-over-year revenue growth driven by exposure to our growing defense and utilities end markets. We also delivered sequential improvement with green shoots in industrial manufacturing and test and measurement. While Western Europe experienced a 6 percent decline, Largely driven by customer cautiousness, we remain actively engaged with customers and partners across the region. China is also down 6% year over year as we continue to see cautious demand amid geopolitical headwinds. China macro leading indicators have shown signs of recovery, but we expect continued pressure driven by export controls, tariffs, and an uncertain environment. China was a significant driver of test and measurement growth for Ralliant from 2021 through 2023, but selling conditions have changed. In 2024, we executed a restructuring of the team in China. Since then, we've been investing to capture new opportunities in other markets, such as India and Southeast Asia. While there are still puts and takes within each region, Our teams are focused on strengthening relationships and positioning ourselves strategically so that when spending resumes, we are ready to capture growth opportunities and accelerate momentum. I'll now invite Neil to go over our financial results and provide some insights on expectations for the balance of the year.

Thank you, Tammy. Please turn to slide 10. During Q3, we generated $529 million in revenue, roughly flat year over year, as growing demand in sensors and safety systems and pricing actions across the business were offset by cautious customer investment in test and measurement. Notably, we achieved a 5% sequential increase in revenue, driven mostly by higher shipments on a growing backlog in defense and a seasonal step-up in test and measurement. Adjusted EBITDA margin declined year over year, driven by lower test and measurement volume and a step up in operating expenses. Our adjusted operating costs were 170 million, consistent with the expectations we laid out on our second quarter earnings call. Adjusted EBITDA margin increased 60 basis points sequentially, driven by a 200 basis point increase in adjusted gross margin, primarily due to operating leverage on higher revenue, partially offset by an increase in operating expenses. We also fully offset the cost of tariffs in the third quarter, ahead of our year-end goal. As a reminder, we expect the pricing countermeasures to continue to be a small gross margin percentage headwind, but we now expect this to be closer to 50 basis points on a run rate basis, given additional countermeasures we executed this quarter. Adjusted EPS was 60 cents, in line with the top end of our guidance range of 54 to 60 cents. This is a reduction year-over-year driven by lower adjusted EBITDA and the addition of $16 million of interest expense this quarter following the spin-off. Looking at the results, please know that adjusted EBITDA and EPS contain several non-GAAP adjustments. There are two unique items this quarter I would like to shed more light on. First, we are making a $22 million non-GAAP adjustment related to a stock-based compensation modification which is a SPIN-related mark-to-market expense associated with Ralliant team members who transitioned from Fortiv. This was a one-time non-cash expense due to the equity conversion at the time of SPIN. For our normal practice, we are not adjusting for stock-based compensation expense from new equity granted in the period. Second, we are making a non-GAAP adjustment to exclude a $12 million favorable non-cash discrete tax item related to a reduction in the German corporate tax rate. Now turning to cash. We generated $127 million in free cash flow, representing a conversion rate of 185% in the quarter. Over the trailing 12 months, our free cash flow conversion rate has averaged 124%, significantly exceeding our long-term target of over 95%, underscoring our focus on operational efficiency and working capital management. On slides 11 and 12, I'll provide more color on our end markets and segment performance, starting with our larger segment. In sensors and safety systems, Q3 revenue grew 11 percent year-over-year and 5 percent sequentially. Higher volume was led by increased demand in defense and utilities. Defense and space revenue grew 18 percent year-over-year. We saw higher shipment levels in the quarter, and backlog continues to grow. Utilities revenue grew 11% year-over-year, driven by the continued investment in power grid modernization and expansion. We also had pockets of growth in industrial manufacturing, which grew 9% year-over-year in the quarter after delivering stable revenue for the preceding six quarters. Adjusted EBITDA margin for sensors and safety systems was relatively flat, as positive volume leverage was offset by higher post-spend employee costs. Moving to test and measurement. demand continued to stabilize, which combined with a typical seasonal step-up generated 6% of sequential revenue growth. Year-over-year revenue declined 14% as customers remained cautious with capital investment, and we compare again some large projects in the prior year period. We have seen momentum start to build in the communications market, with Q3 representing the highest revenue and order quarter for the year. Revenue declined over 30% year-over-year as we were lapping about $15 million of projects from a customer in the third quarter of last year. Sequentially, revenue grew 6%, primarily driven by military and government customers. Diversified electronics revenue declined year over year, most pronounced in China and Western Europe. Semiconductors revenue grew both year over year and sequentially, as we've worked through backlog. Orders remain at low levels, as power capex remains largely on hold for many customers. We are seeing semi-customers defer R&D lab investments while they focus on AI infrastructure investments and maintenance CapEx. Adjusted EBITDA margin in the segment grew 480 basis points sequentially, with strong incremental margins on revenue growth and disciplined cost management. Year over year, adjusted EBITDA margin declined about 10 percentage points, driven by volume decline and the higher post-spin employee costs. Turning to our balance sheet on slide 13, we ended the quarter with $264 million in cash and cash equivalents, as well as $1.15 billion in term loan debt, resulting in 1.9 times net leverage. Our cash balance increased $65 million versus Q2, including the expected payments to Fortive and tax authorities. We have paid $57 million of approximately $90 million for Fortive commitments related to the spinoff, and expect the remaining roughly $35 million to be paid during Q4. Turning to capital allocation on slide 14, our priorities remain intact. First, invest organically in the business. Second, return capital through dividends and share buybacks. And lastly, executing selective tuck-in acquisitions focused on our high-growth vectors. Our commitment to organic reinvestment was demonstrated with our new product launches in the quarter. As we look ahead, we see meaningful opportunity to continue to invest in growth and anticipate ramping capex from approximately 2% currently to between 2% and 3% of revenue in 2026. We remain focused on deploying capital on high return opportunities. Last week, our board of directors authorized a quarterly cash dividend of 5 cents per share. We also have a $200 million share repurchase authorization in place. We are committed to balancing these capital allocation priorities against our target cash balances and our long-term net leverage target of 1.5 to 2 times adjusted EBITDA. Before I turn the call back to Tammy, I want to review our outlook for Q4 2025, as well as provide some color on the seasonality of both segments to help you understand rallying better. I'm now on slide 15. For the fourth quarter of 2025, we expect revenue of $535 to $550 million, a continued gradual improvement with consistent shipment delivery and sensors and safety systems, and a typical small seasonal step-up in test and measurement. We expect adjusted EBITDA margin of 20 to 21 percent in line with Q3, and adjusted EPS of 62 to 68 cents. Free cash flow can naturally fluctuate based on the timing of certain payments. Following this outsized quarter, we expect free cash flow to be down sequentially in Q4. For the full year, we expect our conversion rate to remain above our long-term target of over 95%. Turning to slide 16 to help you with your planning as we look ahead to 2026, I want to provide color on the historical seasonality of our business and outline some of the important timing factors in 2025 given our mid-year spin. Let me touch on our normal seasonality. as we start to look ahead to go from what is typically our highest revenue quarter of the year in Q4 to what is typically our lowest revenue quarter of the year in Q1. Over the past 10 years, the seasonal sequential revenue step down from Q4 to Q1 has been in the mid to high single digit percentage range. Given our operating leverage, particularly in our more seasonal test and measurement business, this typically results in a roughly two to three percentage point sequential decrease in EBITDA margin. We've also included on slide 16 items from 2025 to keep in mind that will impact our comparisons next year, including the impact of tariffs, spin-related costs, interest expense, and our cost savings program. We will provide more details on our expectations for Q1 on our fourth quarter earnings call in the new year, but we hope this color is helpful as you continue to learn more about Ralliant. With that, I'll turn the call back to Tammy to talk through an update on our profitable growth strategy.

Thank you, Neil. I'll continue with slide 18. Our profitable growth strategy is anchored in three pillars that are designed to deliver enduring value. The first pillar is RBS everywhere. RBS is our engine for innovation, scale, and profitability. And we have embedded its processes and tools across the enterprise to drive disciplined execution and increase customer-centric innovation. The second pillar is stronghold positions. We are committed to delivering sustained customer value through differentiated services, robust product roadmaps, and global channel reach. This quarter, we expanded our footprint with strategic wins, including one of the world's largest motor producers, a leading steel supplier, and a global pioneer in direct air capture technologies. These customer partnerships reinforce our ability to perform reliably in demanding environments and critical applications. The third pillar is winning growth vectors, where we are investing to capture secular growth trends, specifically across defense technologies, grid modernization, and electrification. I want to highlight where we're focusing our efforts and how our portfolio investments align with long-term demand trends and shareholder value creation. Starting with defense technologies, we expect the super cycle of investment in defense programs to continue with global annual defense spending projected to increase from $1.8 trillion last year to $3 trillion by 2030. Our defense customers have been awarded multi-year contracts on many critical programs that include our PACSI EMC safety systems, Our backlog, which is now over two times our annual revenue, has continued to build throughout this year as customer demand has outpaced shipments. We continue scaling production of these essential solutions to support the U.S. and its allies. To serve this surge in demand, we are leveraging RBS to increase the production capacity within our existing manufacturing footprint. and future expansion is a key area for organic investment. Shifting to power grid modernization. Utility companies are investing in both expansion and upgrade as they face significant increases in power demand with aging infrastructure. Expansion investments are needed to support power demand growth, which is expected over the next five years to be six times higher than the prior 20-year average. Upgrade investments are needed as over 70% of power transformers in the U.S. are more than 25 years old. We are capitalizing on this customer demand with sensors and analytic solutions for the power grid critical assets like generators, transformers, and substations, resulting in 14% revenue growth in our utilities and market year-to-date. Our last growth vector is electrification. As the world becomes more electrified, we help customers innovate and enable much of the supporting infrastructure. A great example of this in Q3 is our growth in data center applications, where GEMCETRA provides sensors for both liquid and air cooling systems. In a fast-moving data center market, RDS enabled the GEMCETRA team to respond quickly to evolving customer requirements and numerous product iterations, leading to an accelerated production ramp of a new pressure sensor for liquid cooling. While data center applications are a smaller part of our portfolio today, they drove the sequential growth in our industrial manufacturing end market in the quarter. Now turning to slides 20 and 21 and the two new test and measurement launches. The DPO7000 sets a new benchmark by combining ultra-low noise, high ENOB, or effective number of bits, and unprecedented throughput with a scalable architecture. This enables engineers to capture and analyze signals that were previously invisible. This level of precision performance is critical for next-generation technologies like AI, robotics, quantum systems, and ultra-fast serial communications. At the same time, we launched the MP5000 series modular precision test system, which expands the Tektronix portfolio into the validation workflow by bringing new levels of flexibility to automated testing. Its modular design empowers engineers to add or reconfigure testing modules in minutes, offering a platform that will evolve with the needs of our customers. Last week, Tektronix hosted nearly 100 customers and partners for hands-on demonstrations. The positive feedback was tremendous. During the event, I heard firsthand from our customers and partners the value of these solutions to innovate more efficiently and confidently. We expect to continue to fuel innovation with a focus on high-return organic investments aligned with our growth vectors. Before I close our prepared remarks, I want to review our key takeaways for the quarter. They're on slide 22. We activated our profitable growth strategy in Q3, and we will continue to execute against our three strategic priorities, driving strong cash generation and free cash flow conversion while investing organically. We are capitalizing on secular growth trends focusing on innovation and strategically allocating resources while navigating ongoing macro and tariff dynamics. We are executing our plans to drive profitable growth through our proven RBS playbook with powerful examples and the launch of two new breakthrough products and the progress on our cost savings program to enable both growth and efficiency. The team remains energized to achieve our goals for 2025, and we will build on our momentum in 2026 as we execute our clear profitable growth strategy to maximize shareholder value as a standalone company. Now I'd like to open up the mic for your questions.

Thank you. Ladies and gentlemen, the floor is now open for questions. If you would like to ask a question, please press star 1 on your telephone keypad at this time. A confirmation tone will indicate that 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. We do ask that you please limit yourself to one question and one follow-up. Again, that's star 1 to register a question at this time. Our first question is coming from Julian Mitchell of Barclays. Please go ahead.

Hi, good morning. Maybe just wanted to understand, first off, how sort of demand, the cadence of demand in recent weeks and months, any notable changes there? And sort of allied to that, when we're thinking about the low single-digit, I think, sequential sales increase you've guided for the fourth quarter, trying to understand if there's any particular difference in that sequential move between the two segments.

Hey, Julian, good to hear your voice this morning. You were with us at Investor Day, and as I look back on the last five months, I have to say post-spin, I continue to be more positive, the signals we're getting across the business. We've got this unprecedented opportunity in utility and defense, and we're seeing stabilization to some modest growth across the rest of the business. Specifically to your question around demand, maybe how I look at the business. We've got some project business or backlog business that it's all about execution. That's predominantly in our defense business. But we do have project business in utilities and in the T&M space. The rates of the business is more of a book in turn. And as we look at orders, we look at orders weekly. We have continued to see orders keep up with our revenue. We've got a one-to-one book to build if you look on a of an annual basis this year. So orders are keeping up. Sales funnels, healthy, good strength in North America when it comes to sales funnels. And then we also, we're really close with our channel partners. You know, that's about 50% of our business. So we get sell-through or point-of-sale reports as well as inventory levels, And quote activity, many of them give us. And those are trending in a positive direction. And just activity. I mean, the launch of the new products. Last quarter we were talking about some new products at Qualintrol. This quarter we're talking about two industry-leading platform announcements at Tektronix. lots of good customer activity across the business. So I'm enthusiastic about the opportunity we have here in front of us.

Yeah, Julie, let me add to that. This is Neil. I think you did look across both the kind of sequential 2Q to 3Q and the guide in 3Q to 4Q. Underlying that is predominantly volume. You know, we've seen a little bit of the pricing impact from the tariffs. That was a largely baked in in Q2. So That's kind of 5% or so sequential revenue improvement we saw from 2Q to 3Q was predominantly volume-based. And we're kind of seeing that as well into 4Q as well. Of course, there's some seasonality step-up that we'll see going into 4Q. You know, it's taking kind of a hit on. But underlying that, I think, is solid, you know, kind of volume of shipments. That's kind of underlying that step-up.

That's good to hear. Thank you. And then just turning to the margin side of things, you know, just wanted to sort of Two sides to it. One is, you know, sequentially, shouldn't we see a slight increase in margins in Q4 off the increase in volumes? And then when we're looking year on year at the census segment, you know, margins are flat despite double digit sales growth. When should we see kind of operating leverage pick up there?

Yes, Julian, just at a high level, we're still committed to the margins, the adjusted EBITDA ranges that we gave you during Investor Day. And as you know, those were different by segment. And in the investment measurement segment, very much tied to volume. So our focus is really around growth there.

Neil, if you'd like to make a comment. Yeah, so I think if you think about the margin profile going forward, particularly I think you're asking about stepping up into Q4, even beyond that. So from a test and measurement perspective, we saw a nice improvement in incrementals as you went from Q2 to Q3. That step up in margin was substantial with nice incrementals on it. Sensors and safety systems, a little less so, although still that kind of high end of the margin range in terms of where that business is targeted. As you move into 4Q, we'll see a step up as well. And I think you'll see some margin expansion and touch the measurement again based on the volume. So there is some volume sensitivity there. As you move over to the sensors and safety system side, a couple of components there to unpack. The first is On the defense front for those products, those products run at the lower kind of end of the range if you think about sensors and safety systems. That kind of average margin runs lower than the average of the sensors and safety system segment. So as we grow that business, there will be a little bit of a margin headwind as we grow that. However, the other side of the business runs at very healthy margins, and the pickup we saw in industrial should help. But as you think about growing the business, step up. We'll see some continue falls through there, maybe offset by a little margin mix related to the defense products as you move into Q4.

That's great. Thank you.

Thank you. Our next question is coming from Dean Dre of RBC Capital Markets. Please go ahead.

Thank you. Good morning, everyone. Good morning.

Hey, I want to first congratulate you all on the debut. That was, you know, first quarter. Check the box. And I especially appreciate the slides. A lot of good details. And you've shared a lot of insights about the business and trends and mix. And so, you know, it's, you know, yes, we knew this business when it was part of Fortive, but we didn't have that detailed lens that you're providing now. So just first of all, thank you for that. And Secondly, I just want to drill down on the defense business because we don't see typically growth of 18% in an industrial type of business. So just kind of frame for us how that breaks out into is it programs? Is there any kind of MRO to it? And what does the shutdown mean for the business over the near term?

Thank you, Dean. The defense business, we're specifically talking about our PACSI EMC business. And if you look back over the last 65 years, there's only been two other times in history where you've seen defense spend be positive up into the right for a 10-year period. And we're about four years into this cycle now. And all the signals that we're getting, the increase in defense budgets to $3 trillion by 2030, which is about a 40% growth rate, the focus on these core programs, there's 12 core programs that have been identified as critical. And the PAC side EMC safety systems plays in the majority of those programs. gives us a lot of confidence that this business has more years to run here, probably as through 2030. And we work with the customers in that space. They give us good visibility. You heard me say... earlier that we've got visibility to about twice the backlog that we did or will do this year, so our annual revenues. And they give us good visibility not only to the backlog, but when they need the supply. So we're partnering very close with these customers that we have. There's been a lot of activity. You can, it's public information. There's a demand surge on these 12 programs. We've started to see quoting activity, which is very positive and expect some of those orders would start to build as we go into the future here.

I'll get that onto that one. So we have seen, you know, very significant backlog build as you think about this year. And we do anticipate seeing further backlog growth as we move forward in the business. And we'll continue to work with customers on that, as Tammy has said. As you look at it going forward, you mentioned taking the CapEx rate up from roughly 2% to 2% to 3%. And we're going to invest in a couple of areas. And one of them is in defense. And we're going to continue to expand capacity there to support the increase in the backlog and the orders and the timing that we worked out with the customers. So I think more to come there. But clearly, we're seeing strong signals and proof points from a backlog perspective that show we're going to see some solid growth in this business out into the future.

Great. That's good to hear. And just as a follow up, Tammy, more of a holistic question for you. I'd be interested in hearing your perspective of how integrated, coordinated, optimized is the organization today? Because it is brand new. You know, are there some operating inefficiencies still and just how? Maybe if you can give it a scale of 1 to 10, 10 is you're humming 100%. I know that's continuous improvement. But just where do you fit on that spectrum? And for Neil, just very specifically that $35 million that's due to Ford, are those shared services? I don't recall how much shared services there are, and what's the ramp down there? Thanks.

Let me answer that last one quickly for you. Those are payments that we return to Ford of. One is just based on the amount of cash that we generated out of SPIN. We paid that back already. The other is related to the split of entities and payments back from tax jurisdictions that's required as part of the SPIN. So we paid out $57 million of that so far. We anticipate a total of both of those being $90 million, so another $35 million to go, primarily based on the jurisdictional cost related to the SPIN and the SPLIT.

Going back to your question, Dean, around the optimization piece, we announced last quarter a cost-out program that the team executed very quickly. It's going to take some time for the savings to roll in. Some of it's closing some sites, so it takes a little bit, goes into next year. So that's one piece of it. The second is just, you know, who we are, our culture. We're steeped in continuous improvements. Operating rigor, discipline, we are always looking for those opportunities, whether it's a save to invest or it's an opportunity just to add to the profits that we deliver. So that's, again, it's who we are. It's what we look for, you know, every week in the business is where can we optimize the businesses. Thank you.

Thank you. The next question is coming from Joe Diorgiano of Cowen. Please go ahead.

Joe Diorgiano Hey, guys. Good morning. Thanks for taking my questions. Can you touch on market share within Tektronix? I know that's been an area of focus with investors, and then clearly you're launching some new products here. Just how is that trended? And are some of the – are you looking to push more into validation now, like strategically?

Yeah, Joe, there's, you know, overall in the test and measurement space, Tektronix is a top five player in that space. When you talk about market share, there's different ways that people look at it. They look at it by product realization workflow, from R&D to validation to production, or there's different end market looks that you can take. And, you know, depending on which way you look at it, There's places we play, and when we play, we're a strong player. And there's places we've made the conscious choice not to play. The two announcements that we made, I call them both products and platforms because they're announced as a new product. One of them squarely in the R&D space, that's a DTO 7000 product. And the feedback from engineers that I was with last week is just outstanding on the the low noise floor and the amount of visibility, they're seeing signals that they once thought invisible. So it's a terrific product. It also has a scalable architecture where we can upgrade that. That's why I also call it a platform because you'll see some velocity here as we introduce higher levels of bandwidth in that product. And then the second product, which you alluded to, which is the MP5000 platform, it takes us into the validation space with a product that is custom-built for validation. So, customers certainly have taken our bench instruments, particularly the Keithley-branded instruments, power supplies, SMUs, and used them in validation in the past. But this is a scalable architecture, meaning modules on the back that you can You can stack these things 32 high and really designed for validation and even into production. So, yes, this is an adjacency and an opportunity for Tektronix to really expand the portfolio.

Interesting. And then just shifting over to Golden Dome you mentioned, can you talk about what the opportunity is there for you guys and kind of what you're supplying into something like that?

So in the space business where we play, I mentioned some of the critical core programs that we've been a part of for a decade or more. Those programs will also be instrumental in the Golden Dome project. So these are existing programs, not new starts, but programs that PacSci ENC already has. safety systems and content on that would be deployed for that particular application.

Got it. And if I could just sneak one last one on margins, like how should we think about test and measurements exit margin kind of informing us into next year as like a run rate? I know there's like 4Q to 1Q dynamics, but if we think about 4Q exit rate in context of like what a full year next year might look like, Can you kind of talk us through there and where is like a EA Electro kind of fit into that now?

Yeah, so from a T&M perspective, as I mentioned earlier, we saw some nice improvement from 2Q to 3Q. We saw, you know, a pretty nice step up. And as you know, it's very volume sensitive. So we did see a nice pickup in the margins. I'd expect to see, you know, another nice pickup, you know, similarly into Q4, you know, for that business if that's helpful. And then, as we mentioned, seasonally, we'll start to see a step down just as the natural seasonality moves into Q1. But I think that's kind of the baseline you want to think about for an exit rate. And the way that we think about this, look, we've got to drive through cycles here to get our long-term, you know, our long-term margin goals. And at this level of revenue, we're at the low end of that range overall. From a tested measurement perspective, we'll see a step up. And then in Q1, we'll see, you know, kind of a bit of a step down seasonally. But we continue to drive, you know, improvement as we work through the year.

Thank you.

The next question is coming from Amit Daryunani of Evercore ISI.

Please go ahead. It's a lot of questions being asked. I'll ask you a couple of housekeeping ones. On the test and measurement side, can you just talk about when do you expect that business to stabilize from a revenue perspective? Is it the backup of 26? And how much visibility do you have from a backlog or wins basis to know that business will stabilize?

I mean, on the test and measurement, it's pretty similar across all of our businesses, how we look at it. And there are parts of that business, the test and measurement business, where we get long projects, whether it's on mostly the systems business. But the majority of it is book in turn. So it's important that we watch our orders rates on a weekly basis. Our sales funnels and our sales funnels have been healthy. So has our channel and our activities. And if you go through this year, Q1 was our lowest revenue quarter of the year. And each quarter, we have seen sequential improvement in that business. Really, North America probably being the strongest. Europe and China kind of still bouncing along the bottom. But that's how we have looked at that business and

The second thing I'd add to that as well as we think about the business, I think it largely, we feel it's largely stabilized with the sequential growth that we've been seeing. The comps are going to change as we move into Q1. We talked about a little bit of a step down there, but the comps are going to be better as well. So I think as we move into next year, you know, what do we feel like we'll be in good position despite some of that seasonality moving to that quarter?

Got it. And then I thought I heard you folks talk about the semiconductor space and about how customers are deferring R&D spend there to focus on AI. Just any visibility or any perspective from your side in terms of how long is that deferral going to happen? And does that essentially mean that 26 could be a more outsized growth here on that segment as you go forward?

Yeah, in the semi-space, we certainly have close relationships with those customers. They're innovating, whether they're spending or not in a given quarter or a given year. So we stay pretty close to them. Also, we follow the semiconductor index. And what I'm seeing is a bifurcation in the customers in that space. There's customers that have a lot of CapEx and continue to invest in T&M. And then there's a set of customers that are more cautious. And I think Probably just following earnings, you've seen that play out. But the semi-space is one that we will continue to stay close to. The new product announcement, the DPO 7000 fits squarely into those technology companies that are doing next-generation electronics design, so an opportunity for us to be back with those customers and really drive activity and funnels. If, you know, here we said it's November, it's the time of year that most of our technology companies are setting their budgets for 2026. So, as we hit into January, February, You know, there's a lot of engineers that have a lot of a laundry list of wants for their electronics labs, and then we'll start to see as we get into the first quarter how much they open up the spending checkbook and drive some capital. So activity level is good. Funnels are healthy. We're seeing some early signs, but we've got to get the money flowing.

Great. Thank you.

Thank you. Our next question is coming from Ian Sifrino of Oppenheimer. Please go ahead.

Hi, great. Thank you very much. One thing maybe key in an industrial manufacturing as far as, you know, that the acceleration there, you know, what exactly are you seeing as far as, you know, either by region or area or sector? And then is this sustainable or how sustainable do you think this is? Thanks.

Yeah, in the industrial manufacturing end market, which is predominantly our Gemsetra and Hinkler's Dynapur businesses, I would start with, you know, where are we seeing the growth opportunities? And that's, you know, where the teams are focused is where are the pockets of growth? I talked about our Gemsetra business. They're fantastic in manufacturing. in pressure and liquid sensing, and they've got a great opportunity here with data center and the equipment build-out that we're seeing. North America looks pretty healthy. We've seen some good growth in North America, both from opportunity and also what we're hearing from our channel partners. I'd say Western Europe is still weak. We stay close to customers there. We still have good activity, but the results have been weak. And then China is somewhere in the middle. We have a strong local-for-local program in China in industrial, but it's just kind of bumping along.

Okay, thank you. And then maybe just as a follow-up, can you just touch upon, you know, the M&A environment, what you're kind of seeing there from a a willingness from the sellers, you know, maybe the multiples. And then, you know, when we talk about tuck-ins, you know, what is sort of the, you know, the ceiling as far as purchase price to be considered, you know, a tuck-in and any other type of areas that you'd be looking to make these tuck-ins in? Thank you.

Yeah, I would start with our clear priorities, and we're really focused on executing the priorities we laid out just a couple months ago in our investor day. And it is about 1% to 2% of our long-term through-cycle growth to come through M&A. Our first priority in these businesses, and we really like where we start with these businesses, is organic investment. And we will be thinking about that for 26, 27 years. Our second priority is returning to our shareholders. We've authorized the dividend. We've paid two quarters in a row here, and we've got authorization for a share of buyback. Third in the order there is talking M&A, and I think of that as businesses that will fuel the businesses that we have. So where in utilities do we want to make some investments to take advantage of this tremendous, unprecedented opportunity that we're seeing in the utility space in both new builds and in where we play in retrofits and in refurb. So, you know, other places there, hardware is what we're good at. That's our core and product. But in the cultural business, we're also starting to deliver and monetize some software and analytics products. Okay. Thank you very much for the call.

Thank you. Our next question is coming from Piyush Avasi of Citi. Please go ahead.

Good morning, guys. One on diversified electronics within your test and measurement segment. You mentioned it declined year over year. There are a few end markets within that vertical. So if you could drill down a bit more there, if you could touch on trends you're seeing in autos and consumer electronics, And sequentially, are you seeing any signs of stabilization in that vertical and maybe what's baked in your 4Q guidance for that vertical that would be helpful?

Yeah, Pia, you're exactly right on the diversified electronics and some of the bigger movers in there. In there, from an auto standpoint, the biggest play is our product line. It's now part of Tektronix, which is the the EA product line, and we've pretty much stabilized there from a run rate standpoint, maybe seeing some modest improvement in our smaller deals. Where the opportunity is, it's really as automotive and the battery specifically has shifted more towards energy use. We are seeing large projects that we're participating in, coding, designing. It is hard to set up a time frame on these because they're big capex. They often come with a new building that's coming up, a production facility. So we're keeping our eye on that. But I would say in the diversified electronics quarter over quarter, it's stabilized to modest improvement.

Yeah, and we've seen, if you look over the last year, the comps year over year are pretty heavy. If you look sequentially, we've seen some nice pickup over the last couple of quarters in that area, but predominantly in North America. And I think that's really where things are shifting to from that perspective. So we are seeing some more focused efforts and some growth in North America. If you look at the overall North America from a company perspective that we talked about, we showed up ahead in the presentation there, So, we have seen some light there in North America picking up both year-over-year and now sequentially. So, we feel like that's kind of heading in the right direction. I think it's another piece of, you know, another data point that kind of underpins while we're looking at some tough year-over-year costs for TNN. We're also seeing some sequential improvement, particularly in North America, which gives us, you know, which makes us, I think, incrementally more positive on the business than maybe we were a couple of months ago.

Helpful. And one quick one on the cost-saving plan. The 9 to 11 million of cost savings by the end of 2026, like, can you remind us of the cadence of when you realize these savings? Is it more spread out? Is it more first half, second half? Any incremental color there would be helpful.

We said by the end of the year. Look, there's some – and built into that is rationalization from site and infrastructure rationalization, so that always takes a little bit of time. I'd say from a, you know – execution perspective, we've already started the execution on that plan. We should see by mid-year or so kind of the, you know, the execution on some of the closure and rationalization of some of the infrastructure related to that plan, which is primarily cost sales savings. And we'll see, you know, some benefit from that as we get into the back-to-back responses.

All right. I appreciate all the color guys.

you thank you our next question is coming from rob jameson of vertical research partners please go ahead hey good morning uh thanks for all the color this morning i just want to stick with test and measurement and dive in a little bit more here just just on semiconductor and the test equipment i mean there's currently some bifurcation here some weakness in memory and make sure no is offset by strength and you know leading ai chips and packaging But, you know, which subsegments and semiconductors are you serving? And, you know, how does your product portfolio, you know, enable you to maybe benefit from some of the AI driven investments and advanced packaging, high bandwidth memory validation tests? I mean, are these areas that you're trying to grow exposure to?

Yeah, absolutely. We certainly want to be where the growth is in test and measurement. Do you think about our businesses predominantly in the R&D space? Probably 50 to 60% of the focus is R&D. So next generation AI chips, next generation compute, next generation communication protocols. That's squarely where the Tektronix business is and where this new product that they just announced plays extremely well. The adjacency, there's two new products. The NP5000 platform takes them into the automated test part of the workflow, which is relatively new. I made the point that there's been, certainly customers will use the bench instruments to do some automated tests, but this is like purpose-built ground up to play in that segment. and really go after the opportunity there, both new build opportunity when you're building out a new lab, and upgrades and replacements of where we would be getting share gain. So both of those.

Okay, thank you. That's helpful. And then just when you think about, you know, the test and measurement space and recovery path that you're on, You know, what end markets and regions do you think are going to be, you know, the biggest drivers of getting your organic growth back towards the broader test and measurement peer group average over time? Like, which should we be looking for? And then just also, can you help, like, in order of magnitude, size, you know, or just qualitatively, how you'd rank the diversified electronics portion of test and measurements? like what's your largest and smallest exposures there? Thank you.

Yeah, the way we think about the business is really where we start to see, you know, activity, channel activity, sales activity, funnels build, orders. Where I'm most positive there is North America. We talked earlier in our prepared remarks about China, which had been a strong growth driver for the test and measurement business from 21 to 23, not expecting any type of recovery there anytime soon, you know, in the short term. But we do think it has stabilized and seems, you know, if you look at the order side of the business, there's been some up and down from a revenue standpoint in China, but from an order standpoint, pretty consistent the last four to five years. So, I think the, when I say a modest recovery, we'll see in North America as well as Southeast Asia, India, where some of the companies have moved. I think the second part of your question was around diversified electronics. If I were to think about what's inside diversified electronics, the biggest end markets would be industrial, consumer, some auto, battery, medical, and then education in that bucket.

Okay. Thank you.

Thank you. The next question is coming from David Ridley Lane of Bank of America. Please go ahead.

Sure. What were test and measurement orders in the third quarter of 2025? and the third quarter of 2024?

We have not shared orders profiles in the past. I directionally gave a view that we've seen a really strong orders profile in North America in testing measurements. And all of the What's wrapped into our guidance for Q4 is our visibility into earlier demand. And it's some of its orders, some of its sales funnels, channel insights, all those different pieces of the business that we look at to give you that guidance.

Yeah, I think the overall, you know, you look at year over year, we're obviously down in revenue. A lot of those bookings are kind of booking terms in the quarters. So I think from a book to bill, you know, one to one a year ago and a book to bill more or less one and one in the last quarter or so. So I think that's kind of what you think about.

Let me try a different way. Deferred revenue on the balance sheet is up 22 million year to date and 19 million quarter over quarter. So if you are seeing orders growth as would come with down payments, directionally, should your investors look at that quarter-over-quarter or year-to-date increase in deferred revenue as indicative of the bookings number?

Yeah, so deferred revenue primarily relates to our defense business. So the way that those contracts work generally is we get some, you know, incremental, I guess, cash investment from our customers as we start to go execute on long lead time items. And then down the road, we go ship those and then match that up. So that deferred revenue is really in relation to the increased backlog that we're seeing in defense and payments that we're getting from customers right up front to go execute on some of those longer lead time items as related to that defense growth we talked about earlier.

And then just since you mentioned it, I guess, what about your contracts and PACSI EMC make them not qualify for the gap remaining performance obligations? Because if I look, there's less than $10 million of RPO and sensors and safety.

I'm sorry. I didn't get any part of that question.

There's less than $10 million of remaining performance obligations in the sensors and safety systems segment. And generally speaking, if a business had that firm non-cancellable backlog, that would be in the RPO metric.

So, yeah, we'll follow back with you on that one in terms of how that works. I think the backlog that's related to, you know, the defense business is, you know, very strong, obviously, which is consistent with how we think about defense businesses overall. We'll come back on the RPO.

Thank you very much.

Thank you. Our final question today is coming from Scott Graham of Seaport Research Partners. Please go ahead.

Hi. Good morning. Thanks for all the detail. I want to understand a little bit about, you know, maybe cutting defense, diversified electronics a little differently. I know, Tammy, you mentioned that EA is the largest business there, but that business has a lot of, that division has a lot of non-EA employees. So I guess my question is within those markets, is this, you know, the 7,000, the 5,000 upgrades, are you going to look to pivot to new markets there? And I'm asking that, I know that these are products, particularly the 7,000, which, you know, is very engineer oriented, but, you know, engineers work everywhere. So there's clearly an end market issue away from, EA there as well. So I'm just wondering if there's a plan here to move some of these new products into, you know, your salespeople moving them into new markets that are maybe better markets than what we've seen in that business.

Yes, Scott, you're absolutely right. The products that Tektronix just announced, both the DP7000, it's more of research play, and the NP5000, which is more in the validation workflow, really transcends end markets. So any end market where you're building out electronics, whether it's electronics in the medical field, electronics all over the consumer space or IOT, electronics and industrials, education, every one of those customers, anybody building electronics. We had a traditional plumbing fixture supply company that's now putting electronics into their fixtures. That's an opportunity for Tektronix. You're absolutely right as electronics spread across almost every end market. As we kind of talked about this electrification of many devices, you will see the opportunity for tectonics and testing measurement across all of that.

That's helpful. Thank you, Tammy. Then just a quick follow-up on sort of the margin development here. Can you give us what pricing was in the quarters, help us maybe triangulate toward price-cost? I know you mentioned a mixed factor, Neil mentioned a mixed factor in defense as being negative in the quarter, but maybe just help us understand the dynamics of, you know, price-cost in the quarter, if you can give us price.

Yeah, in the quarter, so normally we see about one to two points of price year over year. We talked about that previously. As you think about moving from 2Q to 3Q, a lot of the pricing had already been baked in, including the pricing for tariffs. So we didn't see a large step up in price from 2Q to 3Q. Most of that was underlying volume. We may see a little bit of trail into Q4, just based on the time we put some of the countermeasures on the tariffs and how we've managed that. But predominantly, the buildup is from volume. And also, I think what I'll report from the FX perspective is I'm not anticipating any material movement there either. So, I'm relying primarily on .

Thank you. That brings us to the end of today's question and answer session. I would like to turn the floor back over to Ms. Newcomb for closing comments.

Thank you all for joining us today. Again, I want to thank my team for how they executed the first full quarter as an independent company. With a spin behind us, we are energized about the opportunities that we have in front of us here. We are balancing our operating rigor and our discipline and our heritage with a growth mindset and innovation in how we go drive growth in this business. Thank you all for joining, and I look forward to continuing the conversation in the weeks to come.

Thank you. Ladies and gentlemen, this concludes today's event. You may disconnect your lines or log off the webcast at this time and enjoy the rest of your day.