What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-08 · 159 added, 304 removed, 388 unchanged (54% of the section changed)

3 unchanged sentences

(In millions, except par value)

September 29, 2024 December 31, 2023

March 30, 2025 December 29, 2024

Current assets:

Cash and cash equivalents $ 127.1 $ 98.3

Marketable securities — 48.4

Accounts receivable, net 286.0 282.4

3 unchanged sentences

Total current assets 1,258.2 1,218.9

Property, plant and equipment, net 1,363.9 1,443.8

Marketable securities — 7.4

Property, plant and equipment, less accumulated depreciation and amortization of $ 784.7 and $ 726.2 at March 30, 2025 and December 29, 2024, respectively

1,399.4 1,380.2

Right-of-use assets 165.0 168.7

Goodwill 670.9 649.5

Intangible assets, net 2,795.9 2,934.3

Deferred tax assets 25.7 25.9

Intangible assets, less accumulated amortization of $ 767.1 and $ 718.1 at March 30, 2025 and December 29, 2024, respectively

2,697.9 2,735.6

Other assets 270.2 270.7

10 unchanged sentences

Long-term borrowings 2,105.9 2,141.3

Deferred tax liability 117.2 192.2

Deferred tax liabilities 78.2 76.5

Other liabilities 69.8 55.3

4 unchanged sentences

5.0 shares authorized;

none issued or outstanding at September 29, 2024 and December 31, 2023

none issued or outstanding at March 30, 2025 and December 29, 2024

Common stock, $ 0.001 par value per share;

126.2 shares authorized;

67.2 and 66.7 shares issued and outstanding at September 29, 2024 and December 31, 2023, respectively

67.5 and 67.3 shares issued and outstanding at March 30, 2025 and December 29, 2024, respectively

Additional paid-in capital 2,897.8 2,884.8

7 unchanged sentences

(In millions, except per share data)

Three Months Ended Nine Months Ended

September 29, 2024 October 1,

2023 September 29, 2024 October 1,

Three Months Ended

March 30, 2025 March 31, 2024

Total revenues $ 692.8 $ 711.0

5 unchanged sentences

Goodwill impairment charge — 1,743.9

Asset impairment charge — 2.2 56.9 3.2

Other operating expenses 6.4 8.0

3 unchanged sentences

Loss before income taxes ( 8.8 ) ( 1,798.9 )

Benefit from income taxes ( 8.9 ) ( 2.8 ) ( 117.0 ) ( 2.8 )

Provision for (benefit from) income taxes 3.9 ( 92.9 )

Net loss $ ( 12.7 ) $ ( 1,706.0 )

5 unchanged sentences

QUIDELORTHO CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

Three Months Ended Nine Months Ended

September 29, 2024 October 1,

2023 September 29, 2024 October 1,

Three Months Ended

March 30, 2025 March 31, 2024

Net loss $ ( 12.7 ) $ ( 1,706.0 )

1 unchanged sentence

Changes in cumulative translation adjustment, net of tax 32.3 ( 20.8 )

Changes in unrealized gains from investments, net of tax — 0.2 — 0.3

Changes in unrealized (losses) gains from cash flow hedges, net of tax:

2 unchanged sentences

Total change in unrealized (losses) gains from cash flow hedges, net of tax ( 19.9 ) 24.6

Comprehensive income (loss) $ 1.2 $ ( 49.6 ) $ ( 1,847.1 ) $ ( 2.7 )

Comprehensive loss $ ( 0.3 ) $ ( 1,702.2 )

See accompanying notes.

15 unchanged sentences

Balance at March 30, 2025 67.5 $ 0.1 $ 2,897.8 $ ( 23.8 ) $ 123.1 $ 2,997.2

Issuance of common stock under equity compensation plans 0.4 — 4.1 — — 4.1

Stock-based compensation expense — — 10.3 — — 10.3

Tax withholdings related to vesting of stock-based awards ( 0.1 ) — ( 2.5 ) — — ( 2.5 )

Other comprehensive income, net of tax — — — 1.6 — 1.6

Net loss — — — — ( 147.7 ) ( 147.7 )

Balance at June 30, 2024 67.1 0.1 2,863.9 ( 24.6 ) 334.1 3,173.5

Issuance of common stock under equity compensation plans 0.1 — 0.4 — — 0.4

Stock-based compensation expense — — 12.0 — — 12.0

Tax withholdings related to vesting of stock-based awards — — ( 0.4 ) — — ( 0.4 )

Other comprehensive income, net of tax — — — 21.1 — 21.1

Net loss — — — — ( 19.9 ) ( 19.9 )

Balance at September 29, 2024 67.2 $ 0.1 $ 2,875.9 $ ( 3.5 ) $ 314.2 $ 3,186.7

Common Stock Additional

4 unchanged sentences

stockholders’

Balance at January 1, 2023 66.4 $ — $ 2,804.3 $ ( 67.6 ) $ 2,197.9 $ 4,934.6

Issuance of common stock under equity compensation plans 0.3 0.1 3.8 — — 3.9

Stock-based compensation expense — — 10.4 — — 10.4

Tax withholdings related to vesting of stock-based awards ( 0.1 ) — ( 9.5 ) — — ( 9.5 )

Other comprehensive income, net of tax — — — 8.3 — 8.3

Net income — — — — 48.8 48.8

Balance at April 2, 2023 66.6 0.1 2,809.0 ( 59.3 ) 2,246.7 4,996.5

Balance at December 31, 2023 66.7 $ 0.1 $ 2,848.0 $ ( 30.0 ) $ 2,187.8 $ 5,005.9

Issuance of common stock under equity compensation plans 0.2 — 0.8 — — 0.8

3 unchanged sentences

Net loss — — — — ( 1,706.0 ) ( 1,706.0 )

Balance at July 2, 2023 66.8 0.1 2,825.2 ( 16.3 ) 2,193.5 5,002.5

Issuance of common stock under equity compensation plans — — 0.8 — — 0.8

Stock-based compensation expense — — 13.5 — — 13.5

Tax withholdings related to vesting of stock-based awards — — ( 0.5 ) — — ( 0.5 )

Other comprehensive loss, net of tax — — — ( 36.9 ) — ( 36.9 )

Net loss — — — — ( 12.7 ) ( 12.7 )

Balance at October 1, 2023 66.8 $ 0.1 $ 2,839.0 $ ( 53.2 ) $ 2,180.8 $ 4,966.7

Balance at March 31, 2024 66.8 $ 0.1 $ 2,852.0 $ ( 26.2 ) $ 481.8 $ 3,307.7

See accompanying notes.

2 unchanged sentences

(In millions)

Nine Months Ended

September 29, 2024 October 1,

Three Months Ended

March 30, 2025 March 31, 2024

OPERATING ACTIVITIES

Net loss $ ( 12.7 ) $ ( 1,706.0 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used for) operating activities:

Depreciation and amortization 107.1 114.9

Goodwill impairment charge — 1,743.9

Asset impairment charge 56.9 3.2

Stock-based compensation expense 11.6 9.0

Change in deferred tax assets and liabilities ( 0.1 ) ( 73.9 )

Payment of accreted interest on deferred consideration — ( 9.7 )

Other non-cash, net 5.1 ( 2.3 )

7 unchanged sentences

Other current and non-current liabilities ( 16.9 ) ( 61.5 )

Net cash provided by operating activities 19.3 199.8

Net cash provided by (used for) operating activities 65.6 ( 0.7 )

INVESTING ACTIVITIES

Acquisitions of property, plant, equipment, investments and intangibles ( 56.2 ) ( 66.1 )

Proceeds from government assistance allocated to fixed assets — 10.5

Purchases of marketable securities — ( 7.2 )

8 unchanged sentences

Payments of tax withholdings related to vesting of stock-based awards ( 1.4 ) ( 5.8 )

Principal payments of deferred consideration — ( 30.3 )

Net cash provided by (used for) financing activities 17.6 ( 18.5 )

5 unchanged sentences

Purchase of property, equipment and intangibles by incurring current liabilities $ 10.1 $ 7.6

Capital expenditures to be reimbursed under a government contract $ — $ 3.0

Transfer of instrument inventories to fixed assets $ 29.9 $ 37.8

Reduction of accrued payroll and related expenses upon issuance of restricted share units $ — $ 0.3

Initial recognition of finance lease right-of-use asset and liability $ 12.5 $ —

See accompanying notes.

6 unchanged sentences

In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included.

Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report for definitions of terms used throughout the document.

The information at September 29, 2024, and for the three and nine months ended September 29, 2024 and October 1, 2023, is unaudited.

For further information, refer to the Company’s Consolidated Financial Statements and notes thereto for the fiscal year ended December 31, 2023 included in QuidelOrtho’s Annual Report.

Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report for definitions of terms used throughout this Quarterly Report.

The information at March 30, 2025, and for the three months ended March 30, 2025 and March 31, 2024, is unaudited.

For further information, refer to the Company’s Consolidated Financial Statements and notes thereto for fiscal year ended December 29, 2024 included in QuidelOrtho’s Annual Report.

Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year.

The Company follows the concept of a fiscal year that ends on the Sunday nearest to the end of the month of December, and fiscal quarters that end on the Sunday nearest to the end of the months of March, June and September.

For 2024 and 2023, the Company’s fiscal year will end or has ended on December 29, 2024 and December 31, 2023, respectively.

For 2024 and 2023, the Company’s third quarter ended on September 29, 2024 and October 1, 2023, respectively.

The three and nine months ended September 29, 2024 and October 1, 2023 each included 13 and 39 weeks, respectively.

For 2025 and 2024, the Company’s fiscal year will end or has ended on December 28, 2025 (“fiscal year ended 2025”) and December 29, 2024 (“fiscal year ended 2024”), respectively.

For fiscal years ended 2025 and 2024, the Company’s first quarter ended on March 30, 2025 and March 31, 2024, respectively.

The three months ended March 30, 2025 and March 31, 2024 each included 13 weeks.

Use of Estimates

1 unchanged sentence

Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to prior periods amounts to conform to the current period presentation.

Such amounts include a reclassification of $ 2.2 million and $ 3.2 million recognized in the three and nine months ended October 1, 2023, respectively, related to impairment of long-lived assets from (i) Cost of sales, excluding amortization of intangibles (excludes $ 1.3 million and $ 1.4 million for the three and nine months ended October 1, 2023, respectively), and (ii) Research and development (excludes $ 0.9 million and $ 1.8 million for the three and nine months ended October 1, 2023, respectively), to Asset impairment charge.

The reclassifications did not have an impact on the Company’s previously reported Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Stockholders’ Equity or Consolidated Statements of Cash Flows.

Recent Accounting Pronouncements

There have been no accounting pronouncements issued or adopted during the nine months ended September 29, 2024 that are expected to have a material impact on the Company’s Consolidated Financial Statements.

There have been no accounting pronouncements issued or adopted during the three months ended March 30, 2025 that are expected to have a material impact on the Company’s Consolidated Financial Statements.

Computation of Earnings Per Share

The following table presents the calculation of the weighted-average shares used in computing basic and diluted EPS in the respective periods:

Three Months Ended Nine Months Ended

(In millions) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

(In millions) March 30, 2025 March 31, 2024

Basic weighted-average shares of common stock outstanding 67.5 66.9

1 unchanged sentence

Diluted weighted-average shares of common stock outstanding 67.5 66.9

(1) In the three and nine months ended September 29, 2024 and October 1, 2023, all potential shares of common stock issuable for stock options and RSUs were excluded from the dilutive calculations above because the effect of including them would have been anti-dilutive.

(1) In the three months ended March 30, 2025 and March 31, 2024, all potential shares of common stock issuable for stock options and RSUs were excluded from the dilutive calculations above because the effect of including them would have been anti-dilutive.

The dilutive effect of potential shares of common stock issuable for stock options and RSUs on the weighted-average number of shares of common stock outstanding would have been as follows:

Three Months Ended Nine Months Ended

(In millions) September 29, 2024 October 1,

2023 September 29, 2024 October 1,

Three Months Ended

(In millions) March 30, 2025 March 31, 2024

Basic weighted-average shares of common stock outstanding 67.5 66.9

1 unchanged sentence

Diluted weighted-average shares of common stock outstanding 67.9 67.3

Stock options and RSUs where the combined exercise price and unrecognized stock-based compensation was greater than the average market price for the Company’s common stock were not included in the computations of diluted weighted-average shares because the effect would have been anti-dilutive under the treasury stock method.

These stock options and RSUs represented 1.9 million and 2.0 million shares of common stock for the three and nine months ended September 29, 2024, respectively, and 1.7 million and 1.6 million shares of common stock for the three and nine months ended October 1, 2023, respectively.

shares because the effect would have been anti-dilutive under the treasury stock method.

These stock options and RSUs represented 1.5 million and 1.9 million shares of common stock for the three months ended March 30, 2025 and March 31, 2024, respectively.

Contract Balances

2 unchanged sentences

Contract assets are included within Prepaid expenses and other current assets in the Company’s Consolidated Balance Sheets and are transferred to accounts receivable when the right to payment becomes unconditional.

The balance of contract assets recorded in the Company’s Consolidated Balance Sheets as of September 29, 2024 and December 31, 2023 was $ 39.5 million and $ 46.2 million, respectively.

The contract asset balance consisted of the following components:

• a customer supply agreement under which the difference between the timing of invoicing and revenue recognition resulted in a contract asset of $ 1.9 million as of December 31, 2023.

There was no contract asset remaining as of September 29, 2024;

• contractual arrangements with certain customers under which the Company invoices the customers based on reportable results generated by its reagents;

The contract asset balance consisted of contractual arrangements with certain customers under which the Company invoices the customers based on reportable results generated by its reagents;

however, control of the goods transfers to the customers upon shipment or delivery of the products, as determined under the terms of the contract.

1 unchanged sentence

The Company records the revenue upon shipment and an associated contract asset, and relieves the contract asset upon completion of the invoicing.

The balance of the contract asset related to these arrangements was $ 39.5 million and $ 41.8 million as of September 29, 2024 and December 31, 2023, respectively;

• one of the Company’s contract manufacturing agreements that recognizes revenue as the products are manufactured resulted in a contract asset of $ 2.5 million as of December 31, 2023.

There was no contract asset remaining as of September 29, 2024.

The balance of the contract asset related to these arrangements was $ 32.9 million and $ 32.5 million as of March 30, 2025 and December 29, 2024, respectively.

The Company reviews contract assets for expected credit losses resulting from the collectability of customer accounts.

Expected losses are established based on historical losses, customer mix and credit policies, current economic conditions in customers’ country or industry, and expectations associated with reasonable and supportable forecasts.

No credit losses related to contract assets were recognized during the three and nine months ended September 29, 2024 and October 1, 2023.

No credit losses related to contract assets were recognized during the three months ended March 30, 2025 and March 31, 2024.

The Company recognizes a contract liability when a customer pays an invoice prior to the Company transferring control of the goods or services (“contract liabilities”).

1 unchanged sentence

The Company classifies deferred revenue as current or non-current based on the timing of the transfer of control or performance of the service.

The balance of the Company’s current deferred revenue was $ 41.9 million and $ 36.8 million as of September 29, 2024 and December 31, 2023, respectively, and was included in Other current liabilities in the Consolidated Balance Sheets.

The balance of the Company’s current deferred revenue was $ 34.4 million and $ 33.5 million as of March 30, 2025 and December 29, 2024, respectively, and was included in Other current liabilities in the Consolidated Balance Sheets.

The Company has one arrangement with a customer where the revenue is expected to be recognized beyond one year.

The balance of the deferred revenue included in long-term liabilities was $ 17.4 million and $ 13.9 million as of September 29, 2024 and December 31, 2023, respectively, and was included in Other liabilities in the Consolidated Balance Sheets.

The amount of deferred revenue as of December 31, 2023 that was recorded in Total revenues during the three and nine months ended September 29, 2024 was $ 4.8 million and $ 31.8 million, respectively.

The balance of the deferred revenue included in long-term liabilities was $ 17.2 million and $ 17.3 million as of March 30, 2025 and December 29, 2024, respectively, and was included in Other liabilities in the Consolidated Balance Sheets.

The amount of deferred revenue as of December 29, 2024 that was recorded in Total revenues during the three months ended March 30, 2025 was $ 16.8 million.

Joint Business with Grifols

1 unchanged sentence

The governance of the Joint Business is shared through a supervisory board made up of equal representation by Ortho and Grifols, which is responsible for all significant decisions relating to the Joint Business that are not exclusively assigned to either Ortho or Grifols, as defined in the Joint Business agreement.

The Company’s portion of the pre-tax net profit shared under the Joint Business was $ 7.3 million and $ 24.3 million during the three and nine months ended September 29, 2024, respectively, and $ 8.9 million and $ 38.6 million during the three and nine months ended October 1, 2023, respectively.

These amounts included the Company’s portion of the pre-tax net profit of $ 5.3 million and $ 16.8 million during the three and nine months ended September 29, 2024, respectively, and $ 7.3 million and $ 14.0 million during the three and nine months ended October 1, 2023, respectively, on sales transactions with third parties where the Company is the principal.

The Company’s portion of the pre-tax net profit shared under the Joint Business was $ 15.9 million and $ 8.1 million during the three months ended March 30, 2025 and March 31, 2024, respectively.

These amounts included the Company’s portion of the pre-tax net profit of $ 2.6 million and $ 5.0 million during the three months ended March 30, 2025 and March 31, 2024, respectively, on sales transactions with third parties where the Company is the principal.

The Company recognized revenues, cost of sales, excluding amortization of intangibles, and operating expenses, on a gross basis on these sales transactions in their respective lines in the Consolidated Statements of Loss.

The Company’s portion of the pre-tax net profit also included revenue from collaboration and royalty agreements of $ 2.0 million and $ 7.5 million during the three and nine months ended September 29, 2024, respectively, and $ 1.6 million and $ 24.6 million during the three and nine months ended October 1, 2023, respectively, which is presented on a net basis within Total revenues.

The Company’s portion of the pre-tax net profit also included revenue from collaboration and royalty agreements of $ 13.3 million and $ 3.1 million during the three months ended March 30, 2025 and March 31, 2024, respectively, which is presented on a net basis within Total revenues.

Disaggregation of Revenue

The following table summarizes Total revenues by business unit:

Three Months Ended Nine Months Ended

(In millions) September 29, 2024 October 1,

2023 September 29, 2024 October 1,

Three Months Ended

(In millions) March 30, 2025 March 31, 2024

Labs $ 373.1 $ 356.9

Immunohematology (1)

132.0 128.9 385.9 380.1

Donor Screening (1)

28.0 35.0 95.7 103.0

Point of Care 170.8 186.6

6 unchanged sentences

Concentration of Revenue and Credit Risk

For the nine months ended September 29, 2024, one customer represented 11 % of Total revenues.

For the nine months ended October 1, 2023, no customers individually accounted for more than 10% of Total revenues.

Revenue related to the Company’s respiratory products accounted for 23 % and 17 % of Total revenues for the three and nine months ended September 29, 2024, respectively, and 25 % and 24 % for the three and nine months ended October 1, 2023, respectively.

As of September 29, 2024 and December 31, 2023, customers with a balance due in excess of 10% of Accounts receivable, net totaled $ 63.0 million and $ 63.5 million, respectively.

For the three months ended March 30, 2025 and March 31, 2024, one customer represented 13 % and 11 % of Total revenues, respectively.

Revenues related to the Company’s respiratory products accounted for 17 % and 19 % for the three months ended March 30, 2025 and March 31, 2024, respectively.

As of March 30, 2025, no customers had a balance due in excess of 10% of Accounts receivable, net.

As of December 29, 2024, customers with a balance due in excess of 10% of Accounts receivable, net totaled $ 33.7 million.

Segment and Geographic Information

The Company operates in three geographically-based reportable segments:

North America, EMEA and China.

Effective January 1, 2024, Japan and Asia Pacific operating segments were combined into one operating segment:

The CODM reviews the Company’s performance and allocates resources based on five operating segments:

North America, EMEA, China, Latin America and JPAC.

North America, EMEA and China are the Company’s reportable segments;

Latin America and JPAC are immaterial operating segments that are not considered reportable segments and are included in “Other.”

Total revenues by reportable segment are as follows:

Three Months Ended Nine Months Ended

(In millions) September 29, 2024 October 1,

2023 September 29, 2024 October 1,

North America $ 436.2 $ 465.2 $ 1,220.2 $ 1,426.8

EMEA 84.0 74.5 249.9 236.4

China 80.4 81.1 238.1 233.0

Other 126.5 123.2 366.9 359.0

In the fourth quarter of 2024, the Company revised the internal allocation of certain global costs primarily between the North America segment and Corporate to better align costs that impact the Company as a whole.

Prior periods have been revised to align with the current period presentation.

The following table presents the results of operations of the Company’s reportable segments for the three months ended March 30, 2025 and March 31, 2024:

Three Months Ended March 30, 2025

(In millions) North America EMEA China Other Total

Total revenues $ 406.7 $ 88.9 $ 75.0 $ 122.2 $ 692.8

The following table sets forth Adjusted EBITDA by segment and the reconciliations to Loss before income taxes for the three and nine months ended September 29, 2024 and October 1, 2023:

Three Months Ended Nine Months Ended

(In millions) September 29, 2024 October 1,

2023 September 29, 2024 October 1,

North America $ 233.0 $ 253.4 $ 625.7 $ 708.1

EMEA 6.7 10.2 30.9 22.7

China 36.9 37.3 97.4 96.0

Other 31.7 31.2 97.8 89.3

Cost of sales, excluding amortization of intangibles 128.4 47.3 34.2 70.0 279.9

Selling, marketing and administrative 43.6 22.9 10.6 22.0 99.1

Research and development 0.4 0.6 0.9 0.8 2.7

Other expense, net — 1.6 — ( 0.2 ) 1.4

Total segment Adjusted EBITDA $ 234.3 $ 16.5 $ 29.3 $ 29.6 309.7

Reconciliation of segment Adjusted EBITDA

Corporate (2)

( 137.6 ) ( 162.9 ) ( 459.2 ) ( 388.3 )

Depreciation and amortization ( 107.1 )

1 unchanged sentence

Integration related costs ( 16.1 )

Goodwill impairment charge — — ( 1,743.9 ) —

Asset impairment charge — ( 2.2 ) ( 56.9 ) ( 3.2 )

Amortization of deferred cloud computing implementation costs ( 4.3 )

EU medical device regulation transition costs (3)

( 0.4 ) ( 0.4 ) ( 1.5 ) ( 1.9 )

Loss on investments — ( 1.0 ) — ( 1.2 )

Other adjustments ( 0.9 )

Loss before income taxes $ ( 8.8 )

Three Months Ended March 31, 2024

(In millions) North America EMEA China Other Total

Total revenues $ 433.9 $ 84.8 $ 76.1 $ 116.2 $ 711.0

Cost of sales, excluding amortization of intangibles 147.7 44.4 38.5 59.9 290.5

Selling, marketing and administrative 49.1 27.7 10.4 23.9 111.1

Research and development 0.4 0.6 1.1 0.8 2.9

Other expense, net 0.1 0.5 — 0.1 0.7

Total segment Adjusted EBITDA $ 236.6 $ 11.6 $ 26.1 $ 31.5 305.8

Reconciliation of segment Adjusted EBITDA

Corporate (2)

Depreciation and amortization ( 114.9 )

Interest expense, net ( 39.0 )

Integration related costs ( 22.6 )

Goodwill impairment charge ( 1,743.9 )

Employee compensation charges ( 5.6 )

Credit Agreement amendment fees — — ( 4.0 ) —

Tax indemnification income — 0.1 — 0.2

Amortization of deferred cloud computing implementation costs ( 2.9 )

EU medical device regulation transition costs (3)

Other adjustments ( 1.4 )

Loss before income taxes $ ( 1,798.9 )

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2) Primarily consists of costs related to executive and staff functions, including certain finance, human resources, manufacturing and IT functions, which benefit the Company as a whole.

2 unchanged sentences

(3) Represents incremental consulting costs and R&D manufacturing site costs to align compliance of the Company’s existing, on-market products that were previously registered under the European In Vitro Diagnostics Directive regulatory framework with the requirements under the EU’s In Vitro Diagnostic Regulation, which generally apply from May 2022 onwards.

The CODM does not review capital expenditures, total depreciation and amortization or assets by segment, and therefore this information has been excluded as it does not comprise part of management’s key performance metrics.

The CODM reviews the segment adjusted EBITDA results against the forecast to assess segment performance and determine how to allocate resources.

The CODM does not review and is not provided capital expenditures, total depreciation and amortization or assets by segment, and therefore this information has been excluded as it does not comprise part of management’s key performance metrics.

The Company calculates its interim income tax provision in accordance with ASC 270, Interim Reporting , and ASC 740, Accounting for Income Taxes .

1 unchanged sentence

The tax effects for other items that are excluded from ordinary income are discretely calculated and recognized in the period in which they occur.

For the three months ended September 29, 2024, the Company recognized an income tax benefit of $ 8.9 million in relation to loss before income taxes of $ 28.8 million, resulting in an effective tax rate of 30.9 %.

For the three months ended October 1, 2023, the Company recognized an income tax benefit of $ 2.8 million in relation to loss before income taxes of $ 15.5 million, resulting in an effective tax rate of 18.1 %.

For the three months ended September 29, 2024, the effective tax rate differed from the U.S.

federal statutory rate primarily due to the utilization of net operating losses previously not benefited due to valuation allowances.

For the three months ended October 1, 2023, the effective tax rate differed from the U.S.

federal statutory rate primarily due to net operating losses in certain subsidiaries not being benefited due to the establishment of valuation allowances and Global Intangible Low-Tax Income, partially offset by non-U.S.

earnings being taxed at rates that were different than the U.S.

statutory rate, R&D credits, foreign tax credits and foreign exchange losses.

For the nine months ended September 29, 2024, the Company recognized an income tax benefit of $ 117.0 million in relation to loss before income taxes of $ 1,990.6 million, resulting in an effective tax rate of 5.9 %.

For the nine months ended October 1, 2023, the Company recognized an income tax benefit of $ 2.8 million in relation to loss before income taxes of $ 19.9 million, resulting in an effective tax rate of 14.1 %.

For the nine months ended September 29, 2024, the effective tax rate differed from the U.S.

federal statutory rate primarily due to goodwill impairment charges that were nondeductible for tax purposes.

For the nine months ended October 1, 2023, the effective tax rate differed from the U.S.

earnings being taxed at rates that were different than the U.S.

statutory rate, R&D credits, foreign tax credits and foreign exchange losses.

The balance of unrecognized tax benefits at September 29, 2024, not including interest and penalties, was $ 30.1 million, of which $ 22.6 million could affect the effective income tax rate in future periods, if recognized.

The Company also recognizes interest and penalties related to unrecognized tax benefits in tax expense.

At September 29, 2024, the Company had approximately $ 4.5 million of interest and penalties accrued related to unrecognized tax benefits.

For the three months ended March 30, 2025, the Company recognized a provision for income taxes of $ 3.9 million in relation to loss before income taxes of $ 8.8 million, resulting in a negative effective tax rate of 44.3 %.

For the three months ended March 31, 2024, the Company recognized an income tax benefit of $ 92.9 million in relation to loss before income taxes of $ 1,798.9 million, resulting in an effective tax rate of 5.2 %.

For the three months ended March 30, 2025, the effective tax rate differed from the U.S.

federal statutory rate primarily due to the impacts of operating losses in certain subsidiaries not being benefited due to the establishment of valuation allowances.

For the three months ended March 31, 2024, the effective tax rate differed from the U.S.

federal statutory rate primarily due to goodwill impairment charges that are nondeductible for tax purposes.

The balance of unrecognized tax benefits at March 30, 2025, not including interest and penalties, was $ 184.3 million, of which $ 17.2 million could affect the effective income tax rate in future periods, if recognized.

The Company also recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

At March 30, 2025, the Company had approximately $ 1.6 million of interest and penalties accrued related to unrecognized tax benefits.

The Company estimates that within the next 12 months, its uncertain tax positions, excluding interest, should decrease by $ 5.1 million.

3 unchanged sentences

The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax laws applied to the facts of each matter.

Indemnification Assets

Ortho is currently under audit in certain jurisdictions for tax years under the responsibility of Johnson & Johnson.

Pursuant to the stock and asset purchase agreement entered into by Ortho and Johnson & Johnson in January 2014, Johnson & Johnson retained all income tax liabilities accrued as of the date of acquisition, including reserves for unrecognized tax benefits.

Accordingly, all tax liabilities related to these tax years are required to be indemnified by Johnson & Johnson.

The indemnification receivable from Johnson & Johnson totaled $ 3.1 million and $ 3.0 million as of September 29, 2024 and December 31, 2023, respectively, and is included as a component of Prepaid expenses and other current assets on the Consolidated Balance Sheet.

Balance Sheet Account Details

Cash, Cash Equivalents and Restricted Cash

(In millions) September 29, 2024 December 31, 2023

(In millions) March 30, 2025 December 29, 2024

Cash and cash equivalents $ 127.1 $ 98.3

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Cash, cash equivalents and restricted cash $ 127.2 $ 98.5

Marketable Securities

The Company had no marketable securities outstanding as of September 29, 2024.

The following table is a summary of marketable securities as of December 31, 2023:

December 31, 2023

(In millions) Amortized Cost Gross Unrealized Losses Fair Value

Corporate bonds $ 38.1 $ ( 0.1 ) $ 38.0

Corporate asset-backed securities 8.9 — 8.9

Agency bonds 1.5 — 1.5

Total marketable securities, current 48.5 ( 0.1 ) 48.4

Corporate bonds, non-current 4.5 — 4.5

Corporate asset-backed securities, non-current 0.9 — 0.9

Sovereign government bonds, non-current 2.0 — 2.0

Total marketable securities $ 55.9 $ ( 0.1 ) $ 55.8

Accounts Receivable, Net

Accounts receivables primarily consist of trade accounts receivables with maturities of one year or less and are presented net of reserves:

(In millions) September 29, 2024 December 31, 2023

(In millions) March 30, 2025 December 29, 2024

Accounts receivable $ 383.7 $ 382.0

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Inventories consisted of the following:

(In millions) September 29, 2024 December 31, 2023

(In millions) March 30, 2025 December 29, 2024

Raw materials $ 219.5 $ 211.8

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Prepaid expenses and other current assets consisted of the following:

(In millions) September 29, 2024 December 31, 2023

(In millions) March 30, 2025 December 29, 2024

Income taxes and other tax receivables $ 100.3 $ 112.1

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Total prepaid expenses and other current assets $ 239.8 $ 262.4

Changes in goodwill were as follows:

(In millions) North America EMEA China Other Total

Balance at December 29, 2024 $ — $ 566.0 $ 66.6 $ 16.9 $ 649.5

Foreign currency translation — 20.6 0.3 0.5 21.4

Balance at March 30, 2025 $ — $ 586.6 $ 66.9 $ 17.4 $ 670.9

The gross goodwill balance was $ 2,493.5 million and $ 2,472.1 million as of March 30, 2025 and December 29, 2024, respectively.

Accumulated goodwill impairment losses were $ 1,822.6 million as of March 30, 2025 and December 29, 2024.

Other Current Liabilities

Other current liabilities consisted of the following:

(In millions) September 29, 2024 December 31, 2023

(In millions) March 30, 2025 December 29, 2024

Accrued commissions, rebates and returns $ 72.6 $ 67.4

Accrued interest 45.5 30.3

Deferred revenue 34.4 33.5

Operating lease liabilities 31.2 31.1

Professional services 22.6 21.4

Accrued other taxes payable 21.6 20.9

Accrued interest 13.5 39.0

Derivatives 6.8 4.0

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Total other current liabilities $ 281.4 $ 288.7

Assets Held for Sale

The following criteria are considered before concluding assets are classified as held for sale:

1) management’s commitment to a plan to sell, 2) availability for immediate sale in its present condition, 3) initiation of an active program to identify a buyer, 4) probability of a completed sale within one year, 5) actively marketed for sale at a reasonable price in relation to its current fair value, and 6) likelihood of significant changes to the plan will be made or that the plan will be withdrawn.

If all of the criteria are met as of the balance sheet date, the net assets are presented separately in the balance sheet as held for sale at the lower of its carrying amount or fair value less costs to sell and is no longer depreciated or amortized while classified as held for sale.

The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.

As part of the Company’s cost-savings initiatives, the Company has been evaluating its real estate footprint with the goal to relocate and consolidate its operations to improve long-term results.

As a result, the Company has decided to (i) sell the McKellar, San Diego, CA facility and (ii) sell the Raritan, NJ facility with the intent to subsequently lease back the right to use the property.

In the second quarter of 2024, the properties met the requirements for reclassification from property, plant and equipment, net to assets held for sale when it became probable that the properties would be sold within one year.

The carrying value of the assets was reduced to its estimated relative fair value less costs to sell, resulting in an impairment charge of $ 56.9 million that was included in Asset impairment charge.

Goodwill and Intangible Assets, Net

Changes in goodwill were as follows:

(In millions) North America EMEA China Other Total

Balance at December 31, 2023 $ 1,743.9 $ 582.4 $ 85.7 $ 80.0 $ 2,492.0

Impairment charge ( 1,743.9 ) — — — ( 1,743.9 )

Foreign currency translation — 21.8 1.6 ( 0.9 ) 22.5

Balance at September 29, 2024 $ — $ 604.2 $ 87.3 $ 79.1 $ 770.6

The Company tests goodwill for impairment on an annual basis on the first day of the fourth quarter and monitors throughout the year for impairment triggering events that indicate that the carrying value of one or more of its reporting units exceeds its fair value.

During the first quarter of 2024, the Company concluded that (i) the sustained decline in the Company’s stock price and market capitalization that occurred during the first quarter of 2024, (ii) the faster than expected decline in COVID-19 and flu markets, and (iii) the delay in the timing of expected commercialization for Savanna were triggering events requiring an interim goodwill impairment assessment for all reporting units.

Based on the Company’s interim goodwill impairment assessment in the first quarter of 2024, the Company concluded that the North America reporting unit’s carrying value exceeded its estimated fair value.

As a result, the Company recorded a non-cash goodwill impairment charge of $ 1.7 billion in the first quarter of 2024 for the North America reporting unit, which represented a full impairment of the goodwill allocated to the North America reporting unit.

The decline in the estimated fair value of the North America reporting unit and the resulting impairment were primarily driven by revised short-term and mid-term forecasts for revenue and EBITDA expectations in North America.

The estimated fair values of the EMEA, Latin America and JPAC reporting units as of the interim testing date exceeded their respective carrying values.

The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) ranged from approximately 30 % to 150 %.

Due to the significant excess of fair value over carrying value of these reporting units, they are less sensitive to changes in forecast assumptions.

To evaluate the sensitivity of the fair value calculations used in the interim goodwill impairment test for the EMEA, Latin America and JPAC reporting units, the Company applied a hypothetical 5 % decrease to the fair values of each reporting unit and compared those hypothetical values to the reporting unit carrying values.

Based on this hypothetical 5 % decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units ranged from approximately 25 % to 140 %.

The quantitative goodwill impairment assessment for all reporting units consisted of a fair value calculation that combines an income approach, using a discounted cash flow method, and a market approach, using the guideline public company method.

The quantitative goodwill impairment assessment requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates and market multiples.

The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows are based on historical experience and internal annual operating plans reviewed by management, extrapolated over the forecast period.

Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to the reporting units.

Market multiples are based on the guideline public company method using comparable publicly traded company multiples of revenue and EBITDA for a group of benchmark companies.

The Company believes the assumptions that were used in the quantitative goodwill impairment assessment are reasonable and consistent with assumptions that would be used by other marketplace participants.

The Company also reviews long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate the carrying value of an asset group may not be recoverable.

Given the indications of possible impairment that occurred during the first quarter of 2024, the Company tested its North America long-lived asset group for recoverability and impairment as of March 31, 2024.

Recoverability of long-lived assets is measured by a comparison of the carrying value of an asset group to future undiscounted net cash flows expected to be generated by the asset group.

The undiscounted cash flows for the North America long-lived asset group were above the carrying value and the Company determined that the long-lived asset group was recoverable, and no impairment existed as of March 31, 2024.

Subsequent to the first quarter of 2024, no impairment indicators were noted.

The components of borrowings were as follows:

(In millions) September 29, 2024 December 31, 2023

(In millions) March 30, 2025 December 29, 2024

Term Loan $ 2,248.3 $ 2,282.7

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Financing lease obligation 6.3 7.9

Other short-term borrowings — 1.6

Other long-term borrowings 0.1 0.4

Unamortized deferred financing costs ( 4.9 ) ( 5.5 )

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Long-term borrowings $ 2,105.9 $ 2,141.3

The Credit Agreement, dated May 27, 2022, by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders and L/C issuers party thereto consists of a $ 2,750.0 million Term Loan and an $ 800.0 million Revolving Credit Facility.

Availability under the Revolving Credit Facility, after deducting letters of credit of $ 13.0 million and $ 230.0 million borrowings outstanding, was $ 557.0 million as of September 29, 2024.

During the nine months ended September 29, 2024, the Company made $ 103.1 million in payments on the Term Loan.

The Credit Agreement consists of a $ 2,750.0 million Term Loan and an $ 800.0 million Revolving Credit Facility.

Availability under the Revolving Credit Facility, after deducting letters of credit of $ 12.7 million and $ 250.0 million borrowings

outstanding, was $ 537.3 million as of March 30, 2025.

During the three months ended March 30, 2025, the Company (i) made $ 34.4 million in payments on the Term Loan and (ii) borrowed $ 110 million and made $ 58 million in payments on the Revolving Credit Facility.

The Credit Agreement contains affirmative and negative covenants that are customary for credit agreements of this nature.

The negative covenants include, among other things, limitations on asset sales, mergers, indebtedness, liens, investments and transactions with affiliates.

On April 25, 2024, the Company entered into Amendment No.

2 (the “Amendment”), by and among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent, which amends the Credit Agreement.

The Amendment sets a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) for the applicable measurement period as of the last day of each fiscal quarter of (a) 4.50 to 1.00 on or prior to June 30, 2023, (b) 4.00 to 1.00 after June 30, 2023 and on or prior to June 30, 2024, (c) 4.25 to 1.00 after June 30, 2024 and on or prior to December 31, 2024, (d) 4.00 to 1.00 after December 31, 2024 and on or prior to June 30, 2025 and (e) 3.75 to 1.00 each fiscal quarter after June 30, 2025.

The Credit Agreement contains a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00 as of the end of any fiscal quarter for the most recently completed four fiscal quarters.

The Company was in compliance with the financial covenants as of September 29, 2024.

The following table provides the detailed amounts within Interest expense, net for the three and nine months ended September 29, 2024 and October 1, 2023:

Three Months Ended Nine Months Ended

(In millions) September 29, 2024 October 1,

2023 September 29, 2024 October 1,

The Company was in compliance with the financial covenants as of March 30, 2025.

The following table provides the detailed amounts within Interest expense, net for the three months ended March 30, 2025 and March 31, 2024:

Three Months Ended

(In millions) March 30, 2025 March 31, 2024

Term Loan $ 37.0 $ 44.5

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Stock-based compensation expense was as follows:

Three Months Ended Nine Months Ended

(In millions) September 29, 2024 October 1,

2023 September 29, 2024 October 1,

Three Months Ended

(In millions) March 30, 2025 March 31, 2024

Cost of sales, excluding amortization of intangibles $ 1.4 $ 1.2

3 unchanged sentences

Total stock-based compensation expense $ 11.1 $ 9.1

The table above includes compensation expense related to liability-classified awards of $ 3.0 million and $ 8.8 million for the three and nine months ended October 1, 2023, respectively, which has been or is expected to be settled in cash.

Amounts related to the three and nine months ended September 29, 2024 were not material.

The table above includes compensation expense related to liability-classified awards, which has been or is expected to be settled in cash.

Amounts related to the three months ended March 30, 2025 and March 31, 2024 were not material.

Commitments and Contingencies

2 unchanged sentences

QuidelOrtho Corporation, et al., Case No.

1:24-cv-02804-MKV (S.D.N.Y.) (the “Bristol County Complaint”), asserts claims for violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder related to statements regarding sales of the Company’s COVID-19 diagnostic tests and the 510(k) submission for its Savanna RVP4 assay.

1:24-cv-02804-JAV (S.D.N.Y.) (the “Bristol County Complaint”), asserts claims for violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder related to statements regarding sales of the Company’s COVID-19 diagnostic tests and the 510(k) submission for its Savanna RVP4 assay.

The Bristol County Complaint seeks a judgment determining that the lawsuit can be maintained as a class action and awarding the plaintiff and putative class damages, pre- and post-judgment interest, attorneys’ and experts’ fees, and costs.

On April 25, 2024, and June 21, 2024, two purported stockholders of the Company filed separate stockholder derivative complaints, purportedly on behalf of the Company, against the current and certain former members of the Company’s Board of Directors and three of its current and former executives.

On December 16, 2024, the court appointed Central States, Southeast and Southwest Areas Health and Welfare Fund and Teamsters Local 710 Pension Fund (“Teamsters Funds”) as lead plaintiffs in the action, and approved their selection of lead counsel.

Teamsters Funds filed an amended complaint on February 7, 2025, and added as additional defendants three current and former executives of the Company not previously named in the Bristol County Complaint.

On April 4, 2025, defendants filed a motion to dismiss the amended complaint.

On April 25, 2024, and June 21, 2024, two purported stockholders of the Company filed separate stockholder derivative complaints, purportedly on behalf of the Company, against the current and certain former members of the Board and three of the Company’s current and former executives.

The complaints, which are captioned Matthew Whitfield v.

Buechler, Ph.D., et al., Case No.

1:24-cv-03176-MKV (S.D.N.Y.) (the “Whitfield Complaint”), and Steven Pinkney v.

1:24-cv-03176-JAV (S.D.N.Y.) (the “Whitfield Complaint”), and Steven Pinkney v.

Douglas Bryant, et al., Case No.

1:24-cv-4753-MKV (S.D.N.Y.) (the “Pinkney Complaint”), assert claims for violations of Sections 10(b), 14(a), and 20(a) of the Exchange Act and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets related to statements regarding sales of the Company’s COVID-19 diagnostic tests and the 510(k) submission for its Savanna RVP4 assay.

1:24-cv-4753-JAV (S.D.N.Y.) (the “Pinkney Complaint”), assert claims for violations of Sections 10(b), 14(a), and 20(a) of the Exchange Act and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets related to statements regarding sales of the Company’s COVID-19 diagnostic tests and the 510(k) submission for its Savanna

The Whitfield and Pinkney Complaints seek judgments awarding compensatory and punitive damages against the individual defendants, directing an accounting by the individual defendants, directing the Company and the individual defendants to take actions to improve the Company’s governance and procedures, and awarding the costs and disbursements of the action, including attorneys’ fees, accountants’ and experts’ fees, costs, and expenses.

On December 16, 2024, the court consolidated the Whitfield and Pinkney Complaints into a single action and stayed the consolidated derivative action.

The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters.

Nevertheless, the outcomes of these lawsuits are uncertain and cannot be predicted with any certainty.

Accordingly, at this time, the Company is not able to estimate a possible loss or range of loss that may result from these lawsuits or to determine whether such loss, if any, would have a material adverse effect on its business, financial condition, results of operations or liquidity.

From time to time, the Company is involved in other litigation and legal proceedings, including matters related to product liability claims, commercial disputes and intellectual property claims, as well as regulatory, employment, and other claims related to its business.

The Company is not able to estimate a possible loss or range of loss that may result from these lawsuits or to determine whether such loss, if any, would have a material adverse effect on its business, financial condition, results of operations or liquidity.

From time to time, the Company is involved in litigation and other legal proceedings, including matters related to product liability claims, commercial disputes and intellectual property claims, as well as regulatory, employment, and other claims related to its business.

The Company accrues for legal claims when, and to the extent that, amounts associated with the claims become probable and are reasonably estimable.

4 unchanged sentences

For those matters as to which the Company is not able to estimate a possible loss or range of loss, the Company is not able to determine whether the loss will have a material adverse effect on its business, financial condition, results of operations or liquidity.

Management believes that all such current legal actions, in the aggregate, are not expected to have a material adverse effect on the Company.

Management believes that all current legal actions, to which the Company is able to estimate a possible loss or range of loss, in the aggregate, are not expected to have a material adverse effect on the Company.

However, the resolution of, or increase in any accruals for, one or more matters may have a material adverse effect on the Company’s results of operations and cash flows.

1 unchanged sentence

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods:

September 29, 2024 December 31, 2023

March 30, 2025 December 29, 2024

(In millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Marketable securities $ — $ — $ — $ — $ — $ 55.8 $ — $ 55.8

Derivative assets $ — $ 15.2 $ — $ 15.2 $ — $ 36.6 $ — $ 36.6

Total assets measured at fair value $ — $ 10.3 $ — $ 10.3 $ — $ 62.7 $ — $ 62.7

Derivative liabilities $ — $ 20.1 $ — $ 20.1 $ — $ 5.4 $ — $ 5.4

Contingent consideration — — — — — — 0.1 0.1

Total liabilities measured at fair value $ — $ 47.1 $ — $ 47.1 $ — $ 27.5 $ 0.1 $ 27.6

There were no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy during the nine months ended September 29, 2024 and fiscal year 2023.

Marketable securities consist of investment-grade corporate and government debt securities, corporate asset-backed securities and commercial paper.

Derivative financial instruments are based on observable inputs that are corroborated by market data.

Observable inputs include broker quotes, daily market foreign currency rates and forward pricing curves.

There were no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy during the three months ended March 30, 2025 and fiscal year ended 2024.

Financial Instruments Not Measured at Fair Value

The estimated fair value of the Company’s borrowings under the Term Loan was $ 2,293.9 million at September 29, 2024, compared to the carrying amount, excluding debt issuance costs, of $ 2,317.1 million.

The estimated fair value of the Company’s borrowings under the Term Loan was $ 2,217.4 million at March 30, 2025, compared to the carrying amount, excluding debt issuance costs, of $ 2,248.3 million.

The estimated fair value of the Company’s borrowings under the Term Loan was $ 2,254.2 million at December 29, 2024, compared to the carrying amount, excluding debt issuance costs, of $ 2,282.7 million.

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In the event the Company determines the hedged transaction is no longer probable to occur or concludes the hedge relationship is no longer effective, the hedge is prospectively de-designated.

Pre-tax unrealized loss of $ 1.3 million as of September 29, 2024 is expected to be reclassified from OCI to earnings in the next 12 months.

The following table summarizes the Company’s interest rate derivative agreements as of September 29, 2024, all of which were interest rate swaps:

Pre-tax unrealized gain of $ 2.7 million as of March 30, 2025 is expected to be reclassified from OCI to earnings in the next 12 months.

The following table summarizes the Company’s interest rate derivative agreements as of March 30, 2025, all of which were interest rate swaps:

Notional Amount

18 unchanged sentences

The Company uses foreign currency forward contracts and may use option contracts and cross currency swaps to manage its currency risk exposures.

The Company’s foreign currency forward contracts are denominated primarily in Australian Dollar, Brazilian Real, British Pound, Canadian Dollar, Chilean Peso, Chinese Yuan/Renminbi, Colombian Peso, Czech Koruna, Euro, Indian Rupee, Japanese Yen, Mexican Peso, Philippine Peso, South Korean Won, Swiss Franc and Thai Baht.

The Company’s foreign currency forward contracts are denominated primarily in Australian Dollar, Brazilian Real, British Pound, Canadian Dollar, Chilean Peso, Chinese Yuan/Renminbi, Colombian Peso, Czech Koruna, Danish Krone, Euro, Indian Rupee, Japanese Yen, Mexican Peso, Philippine Peso, Singapore Dollar, South Korean Won, Swedish Krona, Swiss Franc and Thai Baht.

The Company designates certain foreign currency forward contracts as cash flow hedges.

1 unchanged sentence

In the event the Company determines the hedged transaction is no longer probable to occur or concludes the hedge relationship is no longer effective, the hedge is prospectively de-designated.

Pre-tax unrealized gains of $ 2.2 million as of September 29, 2024 is expected to be reclassified from OCI to earnings in the next 12 months.

Pre-tax unrealized gain of $ 4.4 million as of March 30, 2025 is expected to be reclassified from OCI to earnings in the next 12 months.

The Company also enters into foreign currency forward contracts that are not part of designated hedging relationships and which are intended to mitigate exchange rate risk of monetary assets and liabilities and related forecasted transactions.

The Company records these non-designated derivatives at mark-to-market with gains and losses recognized in earnings within Other expense, net.

The following table provides details of the currency hedging instruments outstanding as of September 29, 2024:

The following table provides details of the currency hedging instruments outstanding as of March 30, 2025:

Description Notional Amount

2 unchanged sentences

Foreign currency forward contracts $ 788.2 Non-designated

The following table summarizes pre-tax gains and losses from designated derivative and non-derivative instruments within AOCI for the three and nine months ended September 29, 2024 and October 1, 2023:

The following table summarizes pre-tax gains and losses from designated derivative and non-derivative instruments within AOCI for the three months ended March 30, 2025 and March 31, 2024:

Designated Hedging Instruments

(In millions) Amount of Loss (Gain) Recognized in OCI on Hedges Location of Amounts Reclassified from AOCI into Income Amount of Loss (Gain) Reclassified from AOCI into Income

Three Months Ended September 29, 2024

Foreign currency forward contracts (sales) $ 3.2 Total revenues $ —

Foreign currency forward contracts (purchases) $ ( 0.1 ) Cost of sales, excluding amortization of intangibles $ 0.3

Interest rate derivatives $ 41.7 Interest expense, net $ ( 7.1 )

Nine Months Ended September 29, 2024

Foreign currency forward contracts (sales) $ ( 2.8 ) Total revenues $ 2.1

Foreign currency forward contracts (purchases) $ 0.7 Cost of sales, excluding amortization of intangibles $ 0.3

Interest rate derivatives $ ( 4.1 ) Interest expense, net $ ( 21.3 )

Three Months Ended October 1, 2023

(In millions) Amount of Loss (Gain) Recognized in OCI on Hedges Location of Amounts Reclassified from AOCI into Income Amount of (Gain) Loss Reclassified from AOCI into Income

Three Months Ended March 30, 2025

Foreign currency forward contracts (sales) $ 2.6 Total revenues $ ( 1.1 )

1 unchanged sentence

Interest rate derivatives $ 13.5 Interest expense, net $ ( 2.6 )

Nine Months Ended October 1, 2023

Three Months Ended March 31, 2024

Foreign currency forward contracts (sales) $ ( 2.8 ) Total revenues $ 1.3

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(In millions) Amount of Pre-tax Loss (Gain) Recognized in OCI Amount of Pre-tax (Gain) Loss Recognized in Other Expense, Net for Amounts Excluded from Effectiveness Testing

Three Months Ended September 29, 2024

Three Months Ended March 30, 2025

Foreign exchange contracts $ 12.3 $ ( 3.1 )

Nine Months Ended September 29, 2024

Three Months Ended March 31, 2024

Foreign exchange contracts $ ( 11.0 ) $ ( 2.0 )

Fair value gains and losses on foreign currency forward contracts, as determined using Level 2 inputs, that do not qualify for hedge accounting treatment are recorded in Other expense, net.

Fair value gains were $ 4.4 million and $ 10.1 million for the

three and nine months ended September 29, 2024, respectively.

Fair value losses that do not qualify for hedge accounting treatment were $ 0.2 million for the three months ended October 1, 2023 and fair value gains were $ 0.3 million for the nine months ended October 1, 2023.

The following table summarizes the fair value of designated and non-designated hedging instruments recognized within the Consolidated Balance Sheets as of September 29, 2024 and December 31, 2023:

(In millions) September 29, 2024 December 31, 2023

Fair value losses on foreign currency forward contracts, as determined using Level 2 inputs, that do not qualify for hedge accounting treatment are recorded in Other expense, net and were $ 1.2 million for the three months ended March 30, 2025.

Fair value gains and losses on foreign currency forward contracts that do not qualify for hedge accounting treatment were not material for the three months ended March 31, 2024.

The following table summarizes the fair value of designated and non-designated hedging instruments recognized within the Consolidated Balance Sheets as of March 30, 2025 and December 29, 2024:

(In millions) March 30, 2025 December 29, 2024

Designated cash flow hedges

1 unchanged sentence

Prepaid expenses and other current assets $ 0.9 $ 1.3

Other assets — 12.4

Other liabilities 3.7 —

10 unchanged sentences

The following table summarizes the changes in AOCI by component:

Three Months Ended September 29, 2024

(In millions) Pension and Other Post-

Employment Benefits Cash Flow Hedges Available-for-Sale Investments Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income

Balance at June 30, 2024 $ ( 1.3 ) $ 21.7 $ — $ ( 45.0 ) $ ( 24.6 )

Current period deferrals (1)

— ( 33.7 ) — 64.9 31.2

Amounts reclassified to Net loss

— ( 6.8 ) — ( 3.3 ) ( 10.1 )

Net change — ( 40.5 ) — 61.6 21.1

Balance at September 29, 2024 $ ( 1.3 ) $ ( 18.8 ) $ — $ 16.6 $ ( 3.5 )

Nine Months Ended September 29, 2024

(In millions) Pension and Other Post-

Employment Benefits Cash Flow Hedges Available-for-Sale Investments Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income

Three Months Ended March 30, 2025

(In millions) Foreign Currency Translation Adjustments Pension and Other Post-

Employment Benefits Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income

Balance at December 29, 2024 $ ( 57.3 ) $ 1.5 $ 19.6 $ ( 36.2 )

4 unchanged sentences

Net change 32.3 — ( 19.9 ) 12.4

Balance at September 29, 2024 $ ( 1.3 ) $ ( 18.8 ) $ — $ 16.6 $ ( 3.5 )

Three Months Ended October 1, 2023

(In millions) Pension and Other Post-

Employment Benefits Cash Flow Hedges Available-for-Sale Investments Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income

Balance at July 2, 2023 $ 0.7 $ 14.6 $ ( 0.4 ) $ ( 31.2 ) $ ( 16.3 )

Current period deferrals (2)

— 24.5 0.2 ( 55.3 ) ( 30.6 )

Amounts reclassified to Net loss

— ( 6.3 ) — — ( 6.3 )

Net change — 18.2 0.2 ( 55.3 ) ( 36.9 )

Balance at October 1, 2023 $ 0.7 $ 32.8 $ ( 0.2 ) $ ( 86.5 ) $ ( 53.2 )

Nine Months Ended October 1, 2023

(In millions) Pension and Other Post-

employment Benefits Cash Flow Hedges Available-for-Sale Investments Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income

Balance at January 1, 2023 $ 0.7 $ 1.5 $ ( 0.5 ) $ ( 69.3 ) $ ( 67.6 )

Balance at March 30, 2025 $ ( 25.0 ) $ 1.5 $ ( 0.3 ) $ ( 23.8 )

Three Months Ended March 31, 2024

(In millions) Foreign Currency Translation Adjustments Pension and Other Post-

employment Benefits Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income

Balance at December 31, 2023 $ ( 18.9 ) $ ( 1.3 ) $ ( 9.8 ) $ ( 30.0 )

Current period deferrals (2)

3 unchanged sentences

Net change ( 20.8 ) — 24.6 3.8

Balance at October 1, 2023 $ 0.7 $ 32.8 $ ( 0.2 ) $ ( 86.5 ) $ ( 53.2 )

(1) Includes tax impact of (i) $ 11.1 million and $ 3.7 million related to cash flow hedges for the three and nine months ended September 29, 2024, respectively, and (ii) $ 4.9 million and $ 2.0 million related to foreign currency translation adjustments for the three and nine months ended September 29, 2024, respectively.

(2) Includes tax impact of $ 4.6 million and $ 8.0 million related to cash flow hedges for the three and nine months ended October 1, 2023, respectively.

Balance at March 31, 2024 $ ( 39.7 ) $ ( 1.3 ) $ 14.8 $ ( 26.2 )

(1) Includes tax impact of (i) $ 0.2 million related to cash flow hedges for the three months ended March 30, 2025.

(2) Includes tax impact of (i) $ 6.5 million related to cash flow hedges for the three months ended March 31, 2024, and (ii) $ 2.0 million related to foreign currency translation adjustments for the three months ended March 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements