What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 250 added, 161 removed, 528 unchanged (44% of the section changed)

3 unchanged sentences

(In millions, except par value)

June 29, 2025 December 29, 2024

September 28, 2025 December 29, 2024

Current assets:

5 unchanged sentences

Total current assets 1,366.7 1,218.9

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

Property, plant and equipment, less accumulated depreciation and amortization of $ 878.9 and $ 726.2 at September 28, 2025 and December 29, 2024, respectively

1,323.3 1,380.2

1 unchanged sentence

Goodwill — 649.5

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

Intangible assets, less accumulated amortization of $ 863.7 and $ 718.1 at September 28, 2025 and December 29, 2024, respectively

2,608.0 2,735.6

18 unchanged sentences

5.0 shares authorized;

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

none issued or outstanding at September 28, 2025 and December 29, 2024

Common stock, $ 0.001 par value per share;

126.2 shares authorized;

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

67.9 and 67.3 shares issued and outstanding at September 28, 2025 and December 29, 2024, respectively

Additional paid-in capital 2,921.3 2,884.8

Accumulated other comprehensive income (loss) 16.2 ( 36.2 )

Accumulated other comprehensive loss ( 19.7 ) ( 36.2 )

Retained earnings ( 865.3 ) 135.8

5 unchanged sentences

(In millions, except per share data)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Total revenues $ 699.9 $ 727.1 $ 2,006.6 $ 2,075.1

7 unchanged sentences

Other operating expenses 14.3 6.3 25.8 23.6

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

Operating (loss) income ( 704.8 ) 15.0 ( 852.9 ) ( 1,860.5 )

Interest expense, net 46.1 42.9 126.6 122.9

Loss on extinguishment of debt 5.1 — 5.1 —

Other expense, net 0.9 0.9 10.7 7.2

Loss before income taxes ( 756.9 ) ( 28.8 ) ( 995.3 ) ( 1,990.6 )

Provision for (benefit from) income taxes 25.8 ( 15.2 ) 29.7 ( 108.1 )

(Benefit from) provision for income taxes ( 23.9 ) ( 8.9 ) 5.8 ( 117.0 )

Net loss $ ( 733.0 ) $ ( 19.9 ) $ ( 1,001.1 ) $ ( 1,873.6 )

5 unchanged sentences

QUIDELORTHO CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net loss $ ( 733.0 ) $ ( 19.9 ) $ ( 1,001.1 ) $ ( 1,873.6 )

Other comprehensive income (loss)

Other comprehensive (loss) income

Changes in cumulative translation adjustment, net of tax ( 23.9 ) 61.6 58.3 35.5

3 unchanged sentences

Total change in unrealized (losses) gains from cash flow hedges, net of tax ( 12.0 ) ( 40.5 ) ( 41.8 ) ( 9.0 )

Comprehensive loss $ ( 215.4 ) $ ( 146.1 ) $ ( 215.7 ) $ ( 1,848.3 )

Comprehensive (loss) income $ ( 768.9 ) $ 1.2 $ ( 984.6 ) $ ( 1,847.1 )

See accompanying notes.

21 unchanged sentences

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

Issuance of common stock under equity compensation plans 0.2 — 2.9 — — 2.9

Stock-based compensation expense — — 10.6 — — 10.6

Tax withholdings related to vesting of stock-based awards — — ( 0.9 ) — — ( 0.9 )

Other comprehensive loss, net of tax — — — ( 35.9 ) — ( 35.9 )

Net loss — — — — ( 733.0 ) ( 733.0 )

Balance at September 28, 2025 67.9 $ 0.1 $ 2,921.3 $ ( 19.7 ) $ ( 865.3 ) $ 2,036.4

Common Stock Additional

17 unchanged sentences

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

See accompanying notes.

2 unchanged sentences

(In millions)

Six Months Ended

June 29, 2025 June 30, 2024

Nine Months Ended

September 28, 2025 September 29, 2024

OPERATING ACTIVITIES

Net loss $ ( 1,001.1 ) $ ( 1,873.6 )

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

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

Depreciation and amortization 329.5 344.1

3 unchanged sentences

Change in deferred tax assets and liabilities ( 1.5 ) ( 72.6 )

Loss on extinguishment of debt 5.1 —

Asset write off related to restructuring, integration and other charges 152.2 —

8 unchanged sentences

Other current and non-current liabilities ( 8.8 ) ( 10.4 )

Net cash provided by (used for) operating activities 18.8 ( 98.6 )

Net cash (used for) provided by operating activities ( 26.7 ) 19.3

INVESTING ACTIVITIES

9 unchanged sentences

Revolving credit facility, net ( 98.0 ) 230.0

Proceeds from long-term borrowings, net of discount and debt issuance costs 2,546.2 —

Payments on long-term borrowings ( 2,287.6 ) ( 107.0 )

2 unchanged sentences

Effect of exchange rates on cash 2.5 ( 0.5 )

Net increase (decrease) in cash, cash equivalents and restricted cash 53.2 ( 12.0 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 0.4 ) 24.5

Cash, cash equivalents and restricted cash at beginning of period 98.5 119.5

4 unchanged sentences

Reduction of accrued payroll and related expenses upon issuance of restricted share units $ 0.8 $ 0.3

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

See accompanying notes.

7 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 June 29, 2025, and for the three and six months ended June 29, 2025 and June 30, 2024, is unaudited.

The information at September 28, 2025, and for the three and nine months ended September 28, 2025 and September 29, 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 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.

For fiscal years ended 2025 and 2024, the Company’s third quarter ended on September 28, 2025 and September 29, 2024, respectively.

The three and nine months ended September 28, 2025 and September 29, 2024 each included 13 and 39 weeks, respectively.

Use of Estimates

11 unchanged sentences

Recent Accounting Pronouncements

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.

Recently Issued Accounting Standards Not Yet Adopted

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides entities with a practical expedient to assume that current

conditions as of the balance sheet date do not change for the remaining life of the asset when developing forecasts for estimating expected credit losses.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating this guidance and does not expect this ASU to have a material impact on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

Under the guidance, an entity is required to start capitalizing software costs when both of the following occur:

(i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.

The Company is currently evaluating this guidance and does not expect this ASU to have a material impact on its 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 Six Months Ended

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

Three Months Ended Nine Months Ended

(In millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Basic weighted-average shares of common stock outstanding 68.0 67.3 67.7 67.1

1 unchanged sentence

Diluted weighted-average shares of common stock outstanding 68.0 67.3 67.7 67.1

(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.

(1) In the three and nine months ended September 28, 2025 and September 29, 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 Six Months Ended

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

Three Months Ended Nine Months Ended

(In millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Basic weighted-average shares of common stock outstanding 68.0 67.3 67.7 67.1

2 unchanged sentences

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 1.8 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 .

These stock options and RSUs represented 2.1 million and 1.6 million shares of common stock for the three and nine months ended September 28, 2025, respectively, and 1.9 million and 2.0 million shares of common stock for the three and nine months ended September 29, 2024, respectively .

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 $ 34.2 million and $ 32.5 million as of June 29, 2025 and December 29, 2024, respectively.

The balance of the

contract asset related to these arrangements was $ 35.5 million and $ 32.5 million as of September 28, 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 six months ended June 29, 2025 and June 30, 2024.

No credit losses related to contract assets were recognized during the three and nine months ended September 28, 2025 and September 29, 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 $ 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 balance of the Company’s current deferred revenue was $ 34.1 million and $ 33.5 million as of September 28, 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 $ 17.1 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.

The balance of the deferred revenue included in long-term liabilities was $ 16.9 million and $ 17.3 million as of September 28, 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 nine months ended September 28, 2025 was $ 29.1 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 $ 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’s portion of the pre-tax net profit shared under the Joint Business was $ 4.7 million and $ 25.6 million during the three and nine months ended September 28, 2025, respectively, and $ 7.3 million and $ 24.3 million during the three and nine months ended September 29, 2024, respectively.

These amounts included the Company’s portion of the pre-tax net profit of $ 2.6 million and $ 8.3 million during the three and nine months ended September 28, 2025, respectively, and $ 5.3 million and $ 16.8 million during the three and nine months ended September 29, 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 $ 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.

The Company’s portion of the pre-tax net profit also included revenue from collaboration and royalty agreements of $ 2.1 million and $ 17.3 million during the three and nine months ended September 28, 2025, respectively, and $ 2.0 million and $ 7.5 million during the three and nine months ended September 29, 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 Six Months Ended

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

June 29, 2025 June 30, 2024 (1)

Three Months Ended Nine Months Ended

(In millions) September 28, 2025 September 29, 2024 (1)

September 28, 2025 September 29, 2024 (1)

Labs $ 373.8 $ 356.0 $ 1,116.5 $ 1,067.3

7 unchanged sentences

(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.

donor screening portfolio, the previously reported Transfusion Medicine business unit is shown in its two product categories:

(2) As a result of the wind-down of the U.S.

donor screening portfolio, the Transfusion Medicine business unit is shown in its two product categories:

Immunohematology and Donor Screening.

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

Concentration of Revenue and Credit Risk

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.

For both the nine months ended September 28, 2025 and September 29, 2024, one customer represented 11 % of Total revenues.

Revenues related to the Company’s respiratory products accounted for 16 % and 14 % of Total revenues for the three and nine months ended September 28, 2025, respectively, and 23 % and 17 % for the three and nine months ended September 29, 2024, respectively.

As of September 28, 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 and six months ended June 29, 2025 and June 30, 2024:

Three Months Ended June 29, 2025

The following table presents the results of operations of the Company’s reportable segments for the three and nine months ended September 28, 2025 and September 29, 2024:

Three Months Ended September 28, 2025

(In millions) North America EMEA China Other Total

10 unchanged sentences

Restructuring, integration and other charges ( 39.6 )

Goodwill impairment charge ( 700.7 )

Asset impairment charge ( 9.7 )

Loss on extinguishment of debt ( 5.1 )

Legal accrual (3)

Amortization of deferred cloud computing implementation costs ( 7.9 )

2 unchanged sentences

Loss before income taxes $ ( 756.9 )

Six Months Ended June 29, 2025

Nine Months Ended September 28, 2025

(In millions) North America EMEA China Other Total

10 unchanged sentences

Restructuring, integration and other charges ( 234.6 )

Goodwill impairment charge ( 700.7 )

Asset impairment charge ( 9.7 )

Loss on extinguishment of debt ( 5.1 )

Legal accrual (3)

Amortization of deferred cloud computing implementation costs ( 19.0 )

2 unchanged sentences

Loss before income taxes $ ( 995.3 )

Three Months Ended June 30, 2024

Three Months Ended September 29, 2024

(In millions) North America EMEA China Other Total

10 unchanged sentences

Restructuring, integration and other charges ( 36.8 )

Asset impairment charge ( 56.9 )

Amortization of deferred cloud computing implementation costs ( 4.7 )

Credit Agreement amendment fees ( 4.0 )

EU medical device regulation transition costs (4)

1 unchanged sentence

Loss before income taxes $ ( 28.8 )

Six Months Ended June 30, 2024

Nine Months Ended September 29, 2024

(In millions) North America EMEA China Other Total

14 unchanged sentences

Employee compensation charges ( 5.6 )

Credit Agreement amendment fees ( 4.0 )

Prior Credit Agreement amendment fees ( 4.0 )

EU medical device regulation transition costs (4)

5 unchanged sentences

The Company’s corporate function also includes debt and stock-based compensation associated with all employee stock-based awards.

(3) Represents reserves accrued in connection with the resolution of a contractual dispute.

Refer to “—Note 10.

Commitments and Contingencies” for additional information.

(4) 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.

4 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 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 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 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.

For the three months ended September 28, 2025, the Company recognized an income tax benefit of $ 23.9 million in relation to loss before income taxes of $ 756.9 million, resulting in an effective tax rate of 3.2 %.

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 September 28, 2025, 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 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 nine months ended September 28, 2025, the Company recognized a provision for income taxes of $ 5.8 million in relation to loss before income taxes of $ 995.3 million, resulting in a negative effective tax rate of 0.6 %.

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 September 28, 2025, the effective tax rate differed from the U.S.

federal statutory rate primarily due to goodwill impairment charges that were nondeductible for tax purposes and the impacts of operating losses in certain subsidiaries not being benefited due to the establishment of valuation allowances.

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.

The balance of unrecognized tax benefits at September 28, 2025, not including interest and penalties, was $ 184.9 million, of which $ 17.8 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 June 29, 2025, the Company had approximately $ 1.7 million of interest and penalties accrued related to unrecognized tax benefits.

At September 28, 2025, the Company had approximately $ 1.8 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 $ 3.2 million.

5 unchanged sentences

Cash, Cash Equivalents and Restricted Cash

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

(In millions) September 28, 2025 December 29, 2024

Cash and cash equivalents $ 98.1 $ 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) June 29, 2025 December 29, 2024

(In millions) September 28, 2025 December 29, 2024

Accounts receivable $ 498.9 $ 382.0

4 unchanged sentences

Inventories consisted of the following:

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

(In millions) September 28, 2025 December 29, 2024

Raw materials $ 193.1 $ 211.8

8 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

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

Income taxes and other tax receivables $ 70.0 $ 112.1

(In millions) September 28, 2025 December 29, 2024

Prepaid expenses $ 71.8 $ 73.2

Income taxes and other tax receivables 71.3 112.1

Contract assets 35.5 32.5

3 unchanged sentences

(1) Primarily relates to cloud computing.

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 — 59.8 1.2 0.6 61.6

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) June 29, 2025 December 29, 2024

(In millions) September 28, 2025 December 29, 2024

Accrued commissions, rebates and returns $ 61.4 $ 67.4

Deferred revenue 34.1 33.5

Professional services 30.4 21.4

Operating lease liabilities 29.3 31.1

Accrued other taxes payable 23.2 20.9

Derivatives 16.9 4.0

Accrued interest 22.4 39.0

Professional services 12.9 21.4

Derivatives 10.7 4.0

Other 75.0 71.4

Total other current liabilities $ 286.5 $ 288.7

Goodwill and Intangible Assets, Net

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

Impairment charge — ( 614.8 ) ( 68.1 ) ( 17.8 ) ( 700.7 )

Foreign currency translation — 48.8 1.5 0.9 51.2

Balance at September 28, 2025 $ — $ — $ — $ — $ —

The gross goodwill balance was $ 2,523.3 million and $ 2,472.1 million as of September 28, 2025 and December 29, 2024, respectively.

Accumulated goodwill impairment losses were $ 2,523.3 million and $ 1,822.6 million as of September 28, 2025 and December 29, 2024, respectively.

During the third quarter of 2025, the Company concluded that the sustained decline in the Company’s stock price and market capitalization was a triggering event requiring an interim goodwill impairment assessment for all reporting units.

Based on the Company’s interim goodwill impairment assessment in the third quarter of 2025, the Company concluded that the EMEA, China and Latin America reporting unit’s carrying values exceeded their respective fair values.

As a result, the Company recorded a non-cash goodwill impairment charge of $ 614.8 million, $ 68.1 million and $ 17.8 million in the third quarter of 2025 for the EMEA, China, and Latin America reporting units, respectively, which represented a full impairment of the goodwill allocated to these reporting units.

The quantitative goodwill 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 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 third quarter of 2025, the Company tested its EMEA, China and Latin America long-lived asset group for recoverability and impairment as of September 28, 2025.

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 EMEA, China and Latin 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 September 28, 2025.

The components of borrowings were as follows:

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

Term Loan $ 2,213.9 $ 2,282.7

(In millions) September 28, 2025 December 29, 2024

Term Loan A $ 1,150.0 $ 2,282.7

Term Loan B 1,450.0 —

Revolving Credit Facility 100.0 198.0

2 unchanged sentences

Unamortized deferred financing costs ( 20.8 ) ( 5.5 )

Unamortized original issue discount ( 28.7 ) —

Total borrowings 2,659.0 2,483.1

1 unchanged sentence

Long-term borrowings $ 2,496.5 $ 2,141.3

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 $ 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.

On August 21, 2025 (the “Closing Date”), the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender (“Bank of America”), and the other lenders and L/C issuers party thereto (together with Bank of America, the “Lenders”).

Pursuant to the Credit Agreement, the Lenders provided the Company with (i) a $ 1.15 billion senior secured term loan A facility (the “Term Loan A”), (ii) a $ 100.0 million senior secured delayed draw term loan A facility (the “DDTL Term Loan A”;

together with the Term Loan A, the “Term Loan A Facilities”), (iii) a $ 1.45 billion senior secured term loan B facility (the “Term Loan B”;

collectively with the Term Loan A Facilities, the “Term Loans”) and (iv) a $ 700.0 million revolving credit facility (the “Revolving Credit Facility”;

together with the Term Loans, the “Financing”).

The Financing is guaranteed by certain material domestic subsidiaries of the Company (the “Guarantors”) and is secured by liens on substantially all of the assets of the Company and the Guarantors, excluding real property and certain other types of excluded assets.

Loans under the Credit Agreement will bear interest at a rate equal to the Term SOFR, plus the Applicable Rate, or Base Rate, plus the Applicable Rate (each as defined in the Credit Agreement).

On the Closing Date, the Company borrowed the entire amount of the Term Loan A and the Term Loan B, and the effective interest rates as of September 28, 2025 were 6.86 % and 8.43 %, respectively.

The weighted average effective interest rate on aggregate Term Loans, net of interest rate swaps, as of September 28, 2025 was 7.16 %.

During the three and nine months ended September 28, 2025, the Company recorded a $ 5.1 million loss on extinguishment in connection with the Financing, representing the difference between the reacquisition value and the net carrying value of the extinguished debt.

The Company used the proceeds of the Term Loan A and the Term Loan B, along with its cash on hand, to (i) repay the remaining $ 2,213.9 million and $ 490.0 million owed under the previous term loan and previous revolving credit facility, respectively, under the Prior Credit Agreement, which was terminated upon such repayment, including principal, accrued interest and outstanding fees and (ii) pay the fees and expenses incurred in connection with the Financing.

In connection with the Credit Agreement, the Company incurred (i) $ 24.8 million of debt issuance costs, of which $ 6.1 million was related to Term Loan A, $ 15.0 million was related to the Term Loan B and $ 3.7 million was related to the Revolving Credit Facility and (ii) $ 29.0 million of an original issue discount on the Term Loan B.

Issuance costs and the discount were recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of Interest expense, net over the life of the Term Loans.

Debt issuance costs related to the Revolving Credit Facility were recorded as Other assets and are amortized on a straight-line basis over the term of the Revolving Credit Facility.

Availability under the Revolving Credit Facility, after deducting letters of credit of $ 12.8 million and $ 100.0 million borrowings outstanding, was $ 587.2 million as of September 28, 2025.

During the nine months ended September 28, 2025, the Company borrowed $ 474.0 million and made $ 572.0 million in payments on the Revolving Credit Facility.

The Term Loans are subject to quarterly amortization at a quarterly rate of 1.25 % and 0.25 % of the aggregate initial principal amount of the Term A Loan and the Term B loan, respectively, as are set forth in the Credit Agreement.

The Term Loan A Facilities and the Revolving Credit Facility will mature on August 21, 2030, and the Term Loan B will mature on August 21, 2032.

The Company must prepay loans outstanding under the Credit Agreement in an amount equal to the Net Cash Proceeds (as defined in the Credit Agreement) from (i) certain property dispositions and (ii) the receipt of certain other amounts not in the ordinary course of business, such as certain insurance proceeds and condemnation awards, in each case, if not reinvested within a specified time period as contemplated in the Credit Agreement.

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 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

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

The Credit Agreement contains two financial covenants:

(i) a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of each fiscal quarter of (a) 4.50 to 1.00 for each fiscal quarter in the first three years following the Closing Date and (b) 4.25 to 1.00 for each fiscal quarter thereafter;

and (ii) 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 28, 2025.

The following table provides the detailed amounts within Interest expense, net for the three and nine months ended September 28, 2025 and September 29, 2024:

Three Months Ended Nine Months Ended

(In millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Term Loan A $ 29.1 $ 43.9 $ 102.7 $ 132.8

Term Loan B 13.1 — 13.1 —

Revolving Credit Facility 5.6 5.6 17.2 10.8

Amortization of deferred financing costs 0.9 0.8 2.4 2.4

Amortization of original issue discount 0.4 — 0.4 —

Derivative instruments and other ( 2.5 ) ( 7.0 ) ( 7.5 ) ( 21.3 )

3 unchanged sentences

Stock-based compensation expense was as follows:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

(In millions) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Cost of sales, excluding amortization of intangibles $ 1.6 $ 1.4 $ 4.4 $ 4.1

4 unchanged sentences

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 and six months ended June 29, 2025 and June 30, 2024 were not material.

Amounts related to the three and nine months ended September 28, 2025 and September 29, 2024 were not material.

Commitments and Contingencies

9 unchanged sentences

The complaints, which are captioned Matthew Whitfield v.

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

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

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

12 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.

During the third quarter of 2025, a final judgment was entered relating to a dispute with a potential supplier for COVID-19 pandemic raw materials and services, which required the Company to pay monetary damages of $ 10.8 million, which was paid in the fourth quarter of 2025.

Consistent with ASC 450, for the three months ended April 2, 2023, the Company accrued reserves of $ 1.4 million for this matter, representing the minimum amount in the then-estimable range of loss.

The Company accrued additional reserves of $ 9.4 million for this matter in the third quarter of 2025.

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.

2 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:

June 29, 2025 December 29, 2024

September 28, 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 $ — $ 84.1 $ — $ 84.1 $ — $ 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 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 $ 2,208.4 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.

The estimated fair value of the Company’s borrowings under the Term Loans were $ 2,594.4 million at September 28, 2025, compared to the carrying amount, excluding debt issuance costs, of $ 2,600.0 million.

The estimated fair value of the Company’s borrowings under the previous term loan under the Prior Credit Agreement was $ 2,254.2 million at December 29, 2024, compared to the carrying amount, excluding debt issuance costs, of $ 2,282.7 million.

The estimate of fair value is generally based on the quoted market prices for similar issuances of long-term debt with the same maturities, which is classified as a Level 2 input.

6 unchanged sentences

Interest Rate Hedging Instruments

The Company’s interest rate risk relates primarily to interest rate exposures on variable rate debt, including the Revolving Credit Facility and Term Loan.

The Company’s interest rate risk relates primarily to interest rate exposures on variable rate debt, including the Revolving Credit Facility and Term Loans.

Refer to “—Note 8.

Borrowings” for additional information on the currently outstanding components of the Revolving Credit Facility and Term Loan.

Borrowings” for additional information on the currently outstanding components of the Revolving Credit Facility and Term Loans.

The Company entered into interest rate swap agreements to hedge the related risk of the variability to the Company’s cash flows due to the rates specified for these credit facilities.

2 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 $ 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:

Pre-tax unrealized loss of $ 4.0 million as of September 28, 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 September 28, 2025, all of which were interest rate swaps:

Notional Amount

(In millions) Description Hedge Designation Effective Date Expiration Date

$ 550.0 Pay 3.765 % fixed, receive floating rate

(1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

$ 200.0 Pay 3.7725 % fixed, receive floating rate

(1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

$ 300.0 Pay 3.7675 % fixed, receive floating rate

(1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

$ 400.0 Pay 3.7575 % fixed, receive floating rate

(1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

$ 350.0 Pay 3.7725 % fixed, receive floating rate

(1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

$ 175.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 100.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 200.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 250.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 100.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 225.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 250.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 100.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 100.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 100.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

On December 30, 2022, the Company entered into five interest rate swaps with an aggregate notional amount of $ 1.8 billion to hedge part of the variable rate interest payments under the previous term loan under the Prior Credit Agreement.

The interest rate swaps became effective December 30, 2022 and terminated on August 21, 2025.

For each of the five interest rate swaps, the Company received floating interest payments monthly based on one-month SOFR and paid fixed rates of 3.7650 %, 3.7725 %, 3.7675 %, 3.7575 % and 3.7725 % to the respective counterparties.

For the three and nine months ended September 28, 2025, unrealized gains of $ 3.5 million and losses of $ 12.9 million, respectively, were recorded in OCI, and unrealized gains of $ 1.1 million and $ 6.2 million, respectively, were reclassified out of AOCI to Interest expense, net.

On August 22, 2025, the Company entered into ten interest rate swaps with an aggregate notional amount of $ 1.6 billion as part of the variable rate interest payments under the Term Loans.

Refer to the table above for a breakdown of the respective expiration dates by specific interest rate swap.

For the three months ended September 28, 2025, unrealized losses of $ 13.1 million were recorded in OCI, and $ 1.2 million of realized gains were reclassified out of AOCI to Interest expense, net.

Currency Hedging Instruments

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

Pre-tax unrealized loss expected to be reclassified from OCI to earnings in the next 12 months is $ 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 June 29, 2025:

The following table provides details of the currency hedging instruments outstanding as of September 28, 2025:

Description Notional Amount

2 unchanged sentences

Foreign currency forward contracts $ 1,104.8 Non-designated

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:

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 28, 2025 and September 29, 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 June 29, 2025

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

Three Months Ended September 28, 2025

Foreign currency forward contracts (sales) $ ( 0.5 ) Total revenues $ ( 0.6 )

1 unchanged sentence

Interest rate derivatives $ 9.6 Interest expense, net $ ( 2.3 )

Six Months Ended June 29, 2025

Nine Months Ended September 28, 2025

Foreign currency forward contracts (sales) $ 5.6 Total revenues $ ( 2.9 )

1 unchanged sentence

Interest rate derivatives $ 26.0 Interest expense, net $ ( 7.4 )

Three Months Ended June 30, 2024

Three Months Ended September 29, 2024

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

1 unchanged sentence

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

Six Months Ended June 30, 2024

Nine Months Ended September 29, 2024

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

9 unchanged sentences

Net Investment Hedging Relationships

(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 June 29, 2025

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

Three Months Ended September 28, 2025

Foreign exchange contracts $ ( 6.5 ) $ ( 2.8 )

Six Months Ended June 29, 2025

Nine Months Ended September 28, 2025

Foreign exchange contracts $ 40.4 $ ( 8.9 )

Three Months Ended June 30, 2024

Three Months Ended September 29, 2024

Foreign exchange contracts $ 20.2 $ ( 3.3 )

Six Months Ended June 30, 2024

Nine Months Ended September 29, 2024

Foreign exchange contracts $ 1.9 $ ( 8.2 )

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

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 $ 7.8 million and $ 7.2 million for the three and nine months ended September 28, 2025, respectively.

Fair value gains on foreign currency forward contracts that do not qualify for hedge accounting treatment were $ 4.4 million and $ 10.1 million for the three and nine months ended September 29, 2024, respectively.

The following table summarizes the fair value of designated and non-designated hedging instruments recognized within the Consolidated Balance Sheets as of September 28, 2025 and December 29, 2024:

(In millions) September 28, 2025 December 29, 2024

Designated cash flow hedges

12 unchanged sentences

Other current liabilities 4.2 0.7

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss

The following table summarizes the changes in AOCI by component:

Three Months Ended June 29, 2025

Three Months Ended September 28, 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 )

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

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

Current period deferrals (1)

3 unchanged sentences

Net change ( 23.9 ) — ( 12.0 ) ( 35.9 )

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

Six Months Ended June 29, 2025

Balance at September 28, 2025 $ 1.0 $ 1.5 $ ( 22.2 ) $ ( 19.7 )

Nine Months Ended September 28, 2025

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

6 unchanged sentences

Net change 58.3 — ( 41.8 ) 16.5

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

Three Months Ended June 30, 2024

Balance at September 28, 2025 $ 1.0 $ 1.5 $ ( 22.2 ) $ ( 19.7 )

Three Months Ended September 29, 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 )

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

Current period deferrals (2)

3 unchanged sentences

Net change 61.6 — ( 40.5 ) 21.1

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

Six Months Ended June 30, 2024

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

Nine Months Ended September 29, 2024

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

6 unchanged sentences

Net change 35.5 — ( 9.0 ) 26.5

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.

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

(1) Includes tax impact of (i) $ 0.2 million related to cash flow hedges for the nine months ended September 28, 2025, and (ii) $ 0.7 million related to foreign currency translation adjustments for the nine months ended September 28, 2025.

(2) 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.

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.

Restructuring and other charges primarily include costs incurred in the three and nine months ended September 28, 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 pre-tax 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.

There were no restructuring or other charges recorded in the three and nine months ended September 29, 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 integration expenses amounted to $ 36.8 million and $ 90.3 million for the three and nine months ended September 29, 2024, respectively.

The following summarizes Restructuring, integration and other charges:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

(In millions) September 28, 2025 September 28, 2025

Restructuring charges:

5 unchanged sentences

Asset impairments/write off 0.8 149.4

Other costs 9.5 9.5

Savanna exit charges (2)

15 unchanged sentences

Utilization and other — ( 0.4 ) ( 0.4 )

Balance at June 29, 2025 (1)

Balance at September 28, 2025 (1)

$ 7.0 $ — $ 7.0

1 unchanged sentence

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