What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-08 · 241 added, 99 removed, 448 unchanged (43% of the section changed)

3 unchanged sentences

(In millions, except par value)

March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024

Current assets:

5 unchanged sentences

Total current assets 1,281.5 1,218.9

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

Property, plant and equipment, less accumulated depreciation and amortization of $ 826.0 and $ 726.2 at June 29, 2025 and December 29, 2024, respectively

1,314.8 1,380.2

1 unchanged sentence

Goodwill 711.1 649.5

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

Intangible assets, less accumulated amortization of $ 817.0 and $ 718.1 at June 29, 2025 and December 29, 2024, respectively

2,660.5 2,735.6

18 unchanged sentences

5.0 shares authorized;

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

none issued or outstanding at June 29, 2025 and December 29, 2024

Common stock, $ 0.001 par value per share;

126.2 shares authorized;

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

67.7 and 67.3 shares issued and outstanding at June 29, 2025 and December 29, 2024, respectively

Additional paid-in capital 2,908.7 2,884.8

Accumulated other comprehensive loss ( 23.8 ) ( 36.2 )

Accumulated other comprehensive income (loss) 16.2 ( 36.2 )

Retained earnings ( 132.3 ) 135.8

5 unchanged sentences

(In millions, except per share data)

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Total revenues $ 613.9 $ 637.0 $ 1,306.7 $ 1,348.0

3 unchanged sentences

Amortization of intangible assets 47.9 51.9 95.9 103.6

Integration related costs 16.1 22.6

Restructuring, integration and other charges 178.9 30.9 195.0 53.5

Goodwill impairment charge — — — 1,743.9

Asset impairment charge — 56.9 — 56.9

Other operating expenses 5.1 9.3 11.5 17.3

Operating income (loss) 32.6 ( 1,758.0 )

Operating loss ( 180.7 ) ( 117.5 ) ( 148.1 ) ( 1,875.5 )

Interest expense, net 40.5 41.0 80.5 80.0

11 unchanged sentences

(In millions)

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net loss $ ( 255.4 ) $ ( 147.7 ) $ ( 268.1 ) $ ( 1,853.7 )

23 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 0.3 — 0.9 — — 0.9

Stock-based compensation expense — — 12.7 — — 12.7

Tax withholdings related to vesting of stock-based awards ( 0.1 ) — ( 2.7 ) — — ( 2.7 )

Other comprehensive income, net of tax — — — 40.0 — 40.0

Net loss — — — — ( 255.4 ) ( 255.4 )

Balance at June 29, 2025 67.7 $ 0.1 $ 2,908.7 $ 16.2 $ ( 132.3 ) $ 2,792.7

Common Stock Additional

11 unchanged sentences

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

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

See accompanying notes.

2 unchanged sentences

(In millions)

Three Months Ended

March 30, 2025 March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

OPERATING ACTIVITIES

3 unchanged sentences

Goodwill impairment charge — 1,743.9

Asset impairment charge — 56.9

Stock-based compensation expense 24.4 20.2

Change in deferred tax assets and liabilities ( 0.5 ) ( 73.6 )

Asset write off related to restructuring, integration and other charges 151.4 —

Other non-cash, net 14.3 ( 7.3 )

10 unchanged sentences

Acquisitions of property, plant, equipment, investments and intangibles ( 93.7 ) ( 101.4 )

Proceeds from government assistance allocated to fixed assets 6.5 —

Purchases of marketable securities — ( 7.2 )

Proceeds from sale of marketable securities — 63.1

Other payments — ( 10.0 )

Loan to LEX Diagnostics ( 2.0 ) ( 10.0 )

Net cash used for investing activities ( 89.2 ) ( 55.5 )

5 unchanged sentences

Payments of tax withholdings related to vesting of stock-based awards ( 4.1 ) ( 8.3 )

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

Net cash provided by financing activities 120.9 144.0

Effect of exchange rates on cash 2.7 ( 1.9 )

15 unchanged sentences

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.

The information at June 29, 2025, and for the three and six months ended June 29, 2025 and June 30, 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.

2 unchanged sentences

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.

For fiscal years ended 2025 and 2024, the Company’s second quarter ended on June 29, 2025 and June 30, 2024, respectively.

The three and six months ended June 29, 2025 and June 30, 2024 each included 13 and 26 weeks, respectively.

Use of Estimates

1 unchanged sentence

Actual results could differ from those estimates.

Restructuring, Integration and Other Charges

The Company incurs restructuring, integration and other charges in connection with its cost-reduction, strategic productivity and margin improvement initiatives or in connection with acquisitions when it implements plans to restructure and integrate the acquired operations.

• In connection with the cost-reduction, strategic productivity and margin improvement initiatives, the Company typically incurs implementation costs and charges for site closings and other facility rationalization actions, workforce reductions and procurement-related actions;

• In connection with acquisition and integration activity, the Company typically incurs costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company).

If the restructuring action results in a change in the estimated useful life of an asset, that incremental impact is classified in Cost of sales, excluding amortization of intangibles, Selling, marketing and administrative and/or Research and development expenses, as appropriate.

Employee termination charges are generally recorded when the actions are probable and estimable and include accrued severance benefits, pension and postretirement benefits, most of which may be paid out during periods after termination.

Estimating the impact of restructuring plans, including future termination benefits, integration expenses and other exit charges, requires judgment.

Actual results could vary from these estimates.

The Company’s business and its functions may be impacted by these actions, including sales and marketing, manufacturing and R&D, as well as its corporate enabling functions.

Recent Accounting Pronouncements

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.

There have been no accounting pronouncements issued or adopted during the six months ended June 29, 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

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

Three Months Ended Six Months Ended

(In millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Basic weighted-average shares of common stock outstanding 67.7 67.1 67.6 67.0

1 unchanged sentence

Diluted weighted-average shares of common stock outstanding 67.7 67.1 67.6 67.0

(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.

(1) In the three and six months ended June 29, 2025 and June 30, 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

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

Three Months Ended Six Months Ended

(In millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Basic weighted-average shares of common stock outstanding 67.7 67.1 67.6 67.0

1 unchanged sentence

Diluted weighted-average shares of common stock outstanding 67.9 67.3 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 1.5 million and 1.9 million shares of common stock for the three months ended March 30, 2025 and March 31, 2024, respectively.

These stock options and RSUs represented 1.8 million and 1.5 million shares of common stock for the three and six months ended June 29, 2025, respectively, and 2.1 million shares of common stock for both the three and six months ended June 30, 2024 .

Contract Balances

6 unchanged sentences

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 $ 32.9 million and $ 32.5 million as of March 30, 2025 and December 29, 2024, respectively.

The balance of the contract asset related to these arrangements was $ 34.2 million and $ 32.5 million as of June 29, 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 months ended March 30, 2025 and March 31, 2024.

No credit losses related to contract assets were recognized during the three and six months ended June 29, 2025 and June 30, 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 $ 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 balance of the Company’s current deferred revenue was $ 40.2 million and $ 33.5 million as of June 29, 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 $ 17.2 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.

The balance of the deferred revenue included in long-term liabilities was $ 17.1 million and $ 17.3 million as of June 29, 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 and six months ended June 29, 2025 was $ 12.3 million and $ 29.1 million, respectively.

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 $ 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’s portion of the pre-tax net profit shared under the Joint Business was $ 5.0 million and $ 20.9 million during the three and six months ended June 29, 2025, respectively, and $ 8.9 million and $ 17.0 million during the three and six months ended June 30, 2024, respectively.

These amounts included the Company’s portion of the pre-tax net profit of $ 3.1 million and $ 5.7 million during the three and six months ended June 29, 2025, respectively, and $ 6.5 million and $ 11.5 million during the three and six months ended June 30, 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 $ 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.

The Company’s portion of the pre-tax net profit also included revenue from collaboration and royalty agreements of $ 1.9 million and $ 15.2 million during the three and six months ended June 29, 2025, respectively, and $ 2.4 million and $ 5.5 million during the three and six months ended June 30, 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

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

Three Months Ended Six Months Ended

(In millions) June 29, 2025 June 30, 2024 (1)

June 29, 2025 June 30, 2024 (1)

Labs $ 369.7 $ 354.2 $ 742.7 $ 711.3

Immunohematology (2)

132.3 126.9 260.8 253.7

Donor Screening (2)

13.3 34.3 26.1 67.5

Point of Care 93.0 117.2 263.9 303.9

1 unchanged sentence

Total revenues $ 613.9 $ 637.0 $ 1,306.7 $ 1,348.0

(1) Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

(2) For presentation purposes, as a result of the wind-down of the U.S.

3 unchanged sentences

Concentration of Revenue and Credit Risk

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.

For both the six months ended June 29, 2025 and June 30, 2024, one customer represented 11 % of Total revenues.

Revenues related to the Company’s respiratory products accounted for 8 % and 13 % of Total revenues for the three and six months ended June 29, 2025, respectively, and 9 % and 14 % for the three and six months ended June 30, 2024, respectively.

As of June 29, 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.

2 unchanged sentences

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

The following table presents the results of operations of the Company’s reportable segments for the three and six months ended June 29, 2025 and June 30, 2024:

Three Months Ended June 29, 2025

(In millions) North America EMEA China Other Total

9 unchanged sentences

Interest expense, net ( 40.5 )

Integration related costs ( 16.1 )

Restructuring, integration and other charges ( 178.9 )

Amortization of deferred cloud computing implementation costs ( 6.8 )

2 unchanged sentences

Loss before income taxes $ ( 229.6 )

Three Months Ended March 31, 2024

Six Months Ended June 29, 2025

(In millions) North America EMEA China Other Total

9 unchanged sentences

Interest expense, net ( 80.5 )

Integration related costs ( 22.6 )

Restructuring, integration and other charges ( 195.0 )

Amortization of deferred cloud computing implementation costs ( 11.1 )

EU medical device regulation transition costs (3)

Other adjustments ( 0.7 )

Loss before income taxes $ ( 238.4 )

Three Months Ended June 30, 2024

(In millions) North America EMEA China Other Total

Total revenues $ 350.1 $ 81.1 $ 81.6 $ 124.2 $ 637.0

Cost of sales, excluding amortization of intangibles 121.4 43.4 35.3 67.6 267.7

Selling, marketing and administrative 43.2 25.7 11.0 23.9 103.8

Research and development 0.4 0.6 1.0 0.6 2.6

Other expense, net ( 0.5 ) ( 0.7 ) ( 1.4 ) ( 1.9 ) ( 4.5 )

Total segment Adjusted EBITDA $ 185.6 $ 12.1 $ 35.7 $ 34.0 267.4

Reconciliation of segment Adjusted EBITDA

Corporate (2)

Depreciation and amortization ( 116.1 )

Interest expense, net ( 41.0 )

Restructuring, integration and other charges ( 30.9 )

Asset impairment charge ( 56.9 )

Amortization of deferred cloud computing implementation costs ( 3.0 )

Credit Agreement amendment fees ( 4.0 )

EU medical device regulation transition costs (3)

Other adjustments ( 0.4 )

Loss before income taxes $ ( 162.9 )

Six Months Ended June 30, 2024

(In millions) North America EMEA China Other Total

Total revenues $ 784.0 $ 165.9 $ 157.7 $ 240.4 $ 1,348.0

Cost of sales, excluding amortization of intangibles 269.1 87.8 73.8 127.5 558.2

Selling, marketing and administrative 92.3 53.4 21.4 47.8 214.9

Research and development 0.8 1.2 2.1 1.4 5.5

Other expense, net ( 0.4 ) ( 0.2 ) ( 1.4 ) ( 1.8 ) ( 3.8 )

Total segment Adjusted EBITDA $ 422.2 $ 23.7 $ 61.8 $ 65.5 573.2

Reconciliation of segment Adjusted EBITDA

Corporate (2)

Depreciation and amortization ( 231.0 )

Interest expense, net ( 80.0 )

Restructuring, integration and other charges ( 53.5 )

Goodwill impairment charge ( 1,743.9 )

Employee compensation charges ( 5.6 )

Asset impairment charge ( 56.9 )

Amortization of deferred cloud computing implementation costs ( 5.9 )

Employee compensation charges ( 5.6 )

Credit Agreement amendment fees ( 4.0 )

EU medical device regulation transition costs (3)

11 unchanged sentences

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 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.

For the three months ended June 29, 2025, the Company recognized a provision for income taxes of $ 25.8 million in relation to loss before income taxes of $ 229.6 million, resulting in a negative effective tax rate of 11.2 %.

For the three months ended June 30, 2024, the Company recognized an income tax benefit of $ 15.2 million in relation to loss before income taxes of $ 162.9 million, resulting in an effective tax rate of 9.3 %.

For the three months ended June 29, 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.

For the three months ended June 30, 2024, the effective tax rate differed from the U.S.

federal statutory rate primarily due to Subpart F income and the Base Erosion and Anti-Abuse Tax liability.

For the six months ended June 29, 2025, the Company recognized a provision for income taxes of $ 29.7 million in relation to loss before income taxes of $ 238.4 million, resulting in a negative effective tax rate of 12.5 %.

For the six months ended June 30, 2024, the Company recognized an income tax benefit of $ 108.1 million in relation to loss before income taxes of $ 1,961.8 million, resulting in an effective tax rate of 5.5 %.

For the six months ended June 29, 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 six months ended June 30, 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 balance of unrecognized tax benefits at June 29, 2025, not including interest and penalties, was $ 184.7 million, of which $ 17.6 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 income tax expense.

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

At June 29, 2025, the Company had approximately $ 1.7 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.

5 unchanged sentences

Cash, Cash Equivalents and Restricted Cash

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

(In millions) June 29, 2025 December 29, 2024

Cash and cash equivalents $ 151.7 $ 98.3

3 unchanged sentences

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

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

(In millions) June 29, 2025 December 29, 2024

Accounts receivable $ 365.0 $ 382.0

4 unchanged sentences

Inventories consisted of the following:

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

(In millions) June 29, 2025 December 29, 2024

Raw materials $ 205.6 $ 211.8

8 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

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

(In millions) June 29, 2025 December 29, 2024

Income taxes and other tax receivables $ 70.0 $ 112.1

3 unchanged sentences

Derivatives 14.8 15.1

Other 1.3 1.1

Total prepaid expenses and other current assets $ 234.0 $ 262.4

(1) Primarily relates to cloud computing.

Changes in goodwill were as follows:

2 unchanged sentences

Foreign currency translation — 59.8 1.2 0.6 61.6

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.

Balance at June 29, 2025 $ — $ 625.8 $ 67.8 $ 17.5 $ 711.1

The gross goodwill balance was $ 2,533.7 million and $ 2,472.1 million as of June 29, 2025 and December 29, 2024, respectively.

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

Other Current Liabilities

Other current liabilities consisted of the following:

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

(In millions) June 29, 2025 December 29, 2024

Accrued commissions, rebates and returns $ 59.5 $ 67.4

1 unchanged sentence

Operating lease liabilities 30.0 31.1

Professional services 22.6 21.4

Accrued other taxes payable 21.1 20.9

Accrued interest 13.5 39.0

Derivatives 16.9 4.0

Accrued interest 14.0 39.0

Professional services 12.9 21.4

Other 83.6 71.4

1 unchanged sentence

The components of borrowings were as follows:

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

(In millions) June 29, 2025 December 29, 2024

Term Loan $ 2,213.9 $ 2,282.7

1 unchanged sentence

Financing lease obligation 4.8 7.9

Other short-term borrowings 1.9 —

Unamortized deferred financing costs ( 4.3 ) ( 5.5 )

3 unchanged sentences

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.

Availability under the Revolving Credit Facility, after deducting letters of credit of $ 12.7 million and $ 390.0 million borrowings outstanding, was $ 397.3 million as of June 29, 2025.

During the six months ended June 29, 2025, the Company (i) made $ 68.8 million in payments on the Term Loan and (ii) borrowed $ 250.0 million and made $ 58.0 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.

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

The Company was in compliance with the financial covenants as of June 29, 2025.

The following table provides the detailed amounts within Interest expense, net for the three and six months ended June 29, 2025 and June 30, 2024:

Three Months Ended Six Months Ended

(In millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Term Loan $ 36.6 $ 44.4 $ 73.6 $ 88.9

6 unchanged sentences

Stock-based compensation expense was as follows:

Three Months Ended

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

Three Months Ended Six Months Ended

(In millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Cost of sales, excluding amortization of intangibles $ 1.4 $ 1.5 $ 2.8 $ 2.7

1 unchanged sentence

Research and development 0.8 0.9 1.6 1.9

Integration related costs 0.7 1.8

Restructuring, integration and other charges 2.7 2.1 3.4 3.9

Total stock-based compensation expense $ 12.8 $ 11.2 $ 23.9 $ 20.3

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.

Amounts related to the three and six months ended June 29, 2025 and June 30, 2024 were not material.

Commitments and Contingencies

12 unchanged sentences

Douglas Bryant, et al., Case No.

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.

13 unchanged sentences

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:

March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024

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

1 unchanged sentence

Derivative liabilities $ — $ 85.5 $ — $ 85.5 $ — $ 5.4 $ — $ 5.4

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.

There were no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy during the six months ended June 29, 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 $ 2,217.4 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 $ 2,208.4 million at June 29, 2025, compared to the carrying amount, excluding debt issuance costs, of $ 2,213.9 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.

14 unchanged sentences

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 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:

Pre-tax unrealized gain of $ 1.0 million as of June 29, 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 June 29, 2025, all of which were interest rate swaps:

Notional Amount

22 unchanged sentences

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

Pre-tax unrealized loss expected to be reclassified from OCI to earnings in the next 12 months is less than $ 0.1 million.

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 March 30, 2025:

The following table provides details of the currency hedging instruments outstanding as of June 29, 2025:

Description Notional Amount

2 unchanged sentences

Foreign currency forward contracts $ 889.1 Non-designated

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:

The following table summarizes pre-tax gains and losses from designated derivative and non-derivative instruments within AOCI for the three and six months ended June 29, 2025 and June 30, 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 (Gain) Loss Reclassified from AOCI into Income

Three Months Ended March 30, 2025

Three Months Ended June 29, 2025

Foreign currency forward contracts (sales) $ 3.5 Total revenues $ ( 1.2 )

1 unchanged sentence

Interest rate derivatives $ 2.9 Interest expense, net $ ( 2.5 )

Three Months Ended March 31, 2024

Six Months Ended June 29, 2025

Foreign currency forward contracts (sales) $ 6.1 Total revenues $ ( 2.3 )

1 unchanged sentence

Interest rate derivatives $ 16.4 Interest expense, net $ ( 5.1 )

Three Months Ended June 30, 2024

Foreign currency forward contracts (sales) $ ( 3.2 ) Total revenues $ 0.7

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

Interest rate derivatives $ ( 10.8 ) Interest expense, net $ ( 7.0 )

Six Months Ended June 30, 2024

Foreign currency forward contracts (sales) $ ( 6.0 ) Total revenues $ 2.1

Foreign currency forward contracts (purchases) $ 0.8 Cost of sales, excluding amortization of intangibles $ —

Interest rate derivatives $ ( 45.8 ) Interest expense, net $ ( 14.2 )

The Company also uses forward exchange contracts to hedge a portion of its net investment in foreign operations against movements in exchange rates.

7 unchanged sentences

(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 March 30, 2025

Three Months Ended June 29, 2025

Foreign exchange contracts $ 34.6 $ ( 3.0 )

Three Months Ended March 31, 2024

Six Months Ended June 29, 2025

Foreign exchange contracts $ 46.9 $ ( 6.1 )

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

Three Months Ended June 30, 2024

Foreign exchange contracts $ ( 7.3 ) $ ( 2.9 )

Six Months Ended June 30, 2024

Foreign exchange contracts $ ( 18.3 ) $ ( 4.9 )

Fair value gains 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 $ 1.8 million and $ 0.6 million for the three and six months ended June 29, 2025, respectively.

Fair value gains on foreign currency forward contracts that do not qualify for hedge accounting treatment were $ 5.7 million for both the three and six months ended June 30, 2024.

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

(In millions) June 29, 2025 December 29, 2024

Designated cash flow hedges

12 unchanged sentences

Other current liabilities 7.0 0.7

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component:

Three Months Ended March 30, 2025

Three Months Ended June 29, 2025

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

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

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

Current period deferrals (1)

52.9 — ( 6.3 ) 46.6

Amounts reclassified to Net loss

( 3.0 ) — ( 3.6 ) ( 6.6 )

Net change 49.9 — ( 9.9 ) 40.0

Balance at June 29, 2025 $ 24.9 $ 1.5 $ ( 10.2 ) $ 16.2

Six Months Ended June 29, 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 82.2 — ( 29.8 ) 52.4

Balance at June 29, 2025 $ 24.9 $ 1.5 $ ( 10.2 ) $ 16.2

Three Months Ended June 30, 2024

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

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

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

Three Months Ended March 31, 2024

Current period deferrals (2)

( 2.4 ) — 13.1 10.7

Amounts reclassified to Net loss

( 2.9 ) — ( 6.2 ) ( 9.1 )

Net change ( 5.3 ) — 6.9 1.6

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

Six Months Ended June 30, 2024

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

6 unchanged sentences

Net change ( 26.1 ) — 31.5 5.4

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.

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

(1) Includes tax impact of (i) $ 0.2 million related to cash flow hedges for the six months ended June 29, 2025, and $ 0.7 million related to foreign currency translation adjustments for both the three and six months ended June 29, 2025.

(2) Includes tax impact of (i) $ 0.9 million and $ 7.4 million related to cash flow hedges for the three and six months ended June 30, 2024, respectively, and (ii) $ 0.9 million and $ 2.9 million related to foreign currency translation adjustments for the three and six months ended June 30, 2024, respectively.

Restructuring, Integration and Other Charges

Restructuring and other charges primarily include costs incurred in the three and six months ended June 29, 2025, in connection with the (i) implementation of cost-reduction, strategic productivity and margin improvement initiatives under the Optimization

Plan and (ii) discontinuation of the development of the Savanna platform (the “Savanna Exit”).

The cumulative pretax charges to be incurred by the Company to implement the Optimization Plan are expected to be approximately $ 100 million through 2027.

The Savanna Exit is expected to be substantially complete by the first half of 2027.

There were no restructuring or other charges recorded in the three and six months ended June 30, 2024.

Integration expenses include costs incurred in connection with the Combinations, which are expected to be substantially complete by the end of 2025.

The integration expenses amounted to $ 30.9 million and $ 53.5 million for the three and six months ended June 30, 2024, respectively.

The following summarizes Restructuring, integration and other charges:

Three Months Ended Six Months Ended

(In millions) June 29, 2025 June 29, 2025

Restructuring charges:

Employee terminations $ 6.3 $ 6.3

Asset impairments/write off 0.3 0.3

Provision for restructuring (1)(2)

Savanna exit charges:

Employee terminations 1.0 1.0

Asset impairments/write off 148.6 148.6

Savanna exit charges (2)

Implementation costs (2)(3)

Accelerated depreciation 1.0 1.0

Integration expenses (2)

Total charges $ 179.9 $ 196.0

Cost of sales, excluding amortization of intangibles $ 1.0 $ 1.0

Restructuring, integration and other charges 178.9 195.0

Total charges $ 179.9 $ 196.0

(1) Primarily represents charges incurred in connection with the Raritan, NJ site exit.

The manufacturing activities conducted in the Raritan, NJ facility will be transferred to other facilities.

(2) Included in the Restructuring, integration and other charges in the Consolidated Statements of Loss.

(3) Represents incremental costs directly related to implementing cost-reduction, strategic productivity and margin improvement initiatives.

The components of, and charges in, the restructuring accruals were as follows:

(In millions) Employee Terminations Asset impairments/write off Accrual

Balance at December 29, 2024 $ — $ — $ —

Provision for restructuring 6.3 0.3 6.6

Utilization and other — ( 0.3 ) ( 0.3 )

Balance at June 29, 2025 (1)

$ 6.3 $ — $ 6.3

(1) Included in Other liabilities .

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