What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-25 compared with 2024-02-27 · 298 added, 407 removed, 1150 unchanged (38% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended January 1, 2023

Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January 1, 2023

Consolidated Balance Sheets as of January 1, 2023 and January 2, 2022

Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January 1, 2023

Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended January 1, 2023

Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended December 29, 2024

Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended December 29, 2024

Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023

Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended December 29, 2024

Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended December 29, 2024

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Revvity, Inc.

and subsidiaries (the “Company”) as of December 31, 2023 and January 1, 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and January 1, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the “Company”) as of December 29, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 29, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 29, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 29, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Discontinued Operations — Gain on Sale — Refer to Notes 4 and 20 to the financial statements

Goodwill of Life Sciences Reporting Unit — Refer to Notes 1 and 11 to the financial statements

Critical Audit Matter Description

On March 13, 2023, the Company completed the previously announced sale of certain assets and the equity interests of certain entities constituting the Company’s Applied, Food and Enterprise Services businesses (the “Business”).

The Company received cash proceeds of $ 2.13 billion and is entitled to two elements of additional consideration that become payable upon the resolution of certain events.

First, the Company is entitled to proceeds of $ 75.0 million as consideration for the Company’s ceasing use of the PerkinElmer brand and related trademarks and transferring them to the purchaser (“Brand Sale”).

This consideration is expected to be received in installments through the first half of 2025.

The Company is also entitled to proceeds of up to $ 150.0 million that is contingent on the proceeds that the purchaser and its affiliates receive on a subsequent sale or other capital event related to the Business (“Contingent Gain”).

In order to determine the gain on disposal related to the Business, the Company was required to make significant judgments related to the accounting treatment of the Brand Sale and the Contingent Gain, which included assessing the appropriateness of including the future payments related to the Brand Sale and Contingent Gain in the proceeds at closing and measuring the fair value of the Contingent Gain.

As a result, auditing the recognition of the Brand Sale and the recognition and measurement of the Contingent Gain required a high degree of auditor judgment and increased effort, including the involvement of specialists.

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

As of December 29, 2024, the Company’s balance of goodwill was $6.5 billion, of which $4.3 billion was allocated to the Life Sciences reporting unit.

In connection with the annual impairment assessment as of November 1, 2024, the Company concluded that the fair value of each reporting unit exceeded the carrying value of each reporting unit and no impairment was recognized.

The fair value of the Life Sciences reporting unit exceeded the carrying value by more than 10% but less than 20%.

The Company determined the fair value of the Life Sciences reporting unit using a combination of an income approach and a discounted cash flow model.

The discounted cash flow model required management to make significant estimates and assumptions related to the discount

rate and forecasts of future revenue.

Changes in these assumptions could have a significant impact on the fair value of the reporting unit.

We identified the valuation of the Life Sciences reporting unit as a critical audit matter because of the significant estimates and assumptions management made to measure the fair value of the Life Sciences reporting unit.

These fair value measurements required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future revenue and the selection of the discount rate for the Life Sciences reporting unit.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting treatment for the recognition of the Brand Sale and the recognition and measurement of the Contingent Gain included the following, among others:

We tested the effectiveness of management’s controls over the accounting conclusions reached and the recognition and measurement of the Brand Sale and Contingent Gain.

We obtained and read the purchase and sale agreement and other documents related to the sale of the Business in evaluating the reasonableness of the Company’s recognition of the Brand Sale and the Contingent Gain.

With the assistance of professionals in our firm having expertise in divestiture accounting, we read and evaluated the Company’s accounting treatment for the inclusion of the Brand Sale and Contingent Gain in the proceeds from the sale of the Business at the closing date.

With the assistance of our fair value specialists, we confirmed the acceptability of the valuation methodology selected, and we developed an independent estimate of the fair value of the Contingent Gain and compared our estimate to the recorded amount.

Our audit procedures related to the forecasts of future revenue and selection of the discount rate included the following, among others:

– We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those controls related to management’s forecasts and selection of the discount rate used in measuring the fair value of the Life Sciences reporting unit.

– We evaluated management’s ability to accurately forecast operating results by comparing actual results to management’s historical forecasts.

– We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications, budgets and other information obtained while performing the audit and (3) external information.

– With the assistance of our fair value specialists, we performed the following:

– We evaluated the discount rate, including testing the underlying source information and developing a range of independent estimates and comparing those to the discount rate selected by management.

– We tested the mathematical accuracy of the calculations.

/s / DELOITTE & TOUCHE LLP

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CONSOLIDATED STATEMENTS OF OPERATIONS

2023 January 1,

2024 December 31,

2023 January 1,

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Income from continuing operations 283,071 179,503 512,676

Income from discontinued operations 513,591 56,503 53,721

(Loss) income from discontinued operations ( 12,686 ) 513,591 56,503

Net income $ 270,385 $ 693,094 $ 569,179

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Income from continuing operations $ 2.31 $ 1.44 $ 4.06

Income from discontinued operations 4.12 0.45 0.46

(Loss) income from discontinued operations ( 0.10 ) 4.12 0.45

Net income $ 2.21 $ 5.56 $ 4.51

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Income from continuing operations $ 2.30 $ 1.44 $ 4.06

Income from discontinued operations 4.11 0.45 0.46

(Loss) income from discontinued operations ( 0.10 ) 4.11 0.45

Net income $ 2.20 $ 5.55 $ 4.50

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

2023 January 1,

2024 December 31,

2023 January 1,

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Net income $ 270,385 $ 693,094 $ 569,179

Other comprehensive income (loss)

Other comprehensive (loss) income

Foreign currency translation adjustments, net of income taxes:

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Net foreign currency translation adjustments, net of income taxes ( 119,260 ) 170,986 ( 284,854 )

Unrecognized prior service credit (cost), net of tax — 44 ( 95 )

Unrecognized prior service credit, net of tax — — 44

Unrealized (losses) gains on securities, net of tax ( 153 ) ( 181 ) 5

Other comprehensive income (loss) 170,805 ( 284,805 ) ( 130,731 )

Other comprehensive (loss) income ( 119,413 ) 170,805 ( 284,805 )

Comprehensive income $ 150,972 $ 863,899 $ 284,374

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CONSOLIDATED BALANCE SHEETS

2023 January 1,

2024 December 31,

(In thousands, except share

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Other current assets 186,225 337,139

Current assets of discontinued operations — 1,693,704

Total current assets 2,349,608 3,001,091

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Accrued expenses and other current liabilities 485,395 524,470

Current liabilities of discontinued operations — 272,865

Total current liabilities 653,100 1,450,463

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Common stock—$1 par value per share, authorized 300,000,000 shares;

issued and outstanding 123,426,000 and 126,300,000 shares at December 31, 2023 and January 1, 2023, respectively 123,426 126,300

issued and outstandin g 120,646,000 and 123,4 26,000 shares at December 29, 2024 and December 31, 2023, respectively

120,646 123,426

Capital in excess of par value 2,097,110 2,416,793

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Other comprehensive loss — — — — ( 284,805 ) ( 284,805 )

Dividends — — — ( 33,245 ) — ( 33,245 )

Issuance of common stock for business combination, net of issuance costs 14,067 14,067 2,624,077 — — 2,638,144

Dividends ($0.28 per common share, see Note 17) — — — ( 35,335 ) — ( 35,335 )

Exercise of employee stock options 195 195 13,919 — — 14,114

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Other comprehensive loss — — — — 170,805 170,805

Dividends — — — ( 35,335 ) — ( 35,335 )

Dividends ($0.28 per common share, see Note 17) — — — ( 34,900 ) — ( 34,900 )

Exercise of employee stock options 58 58 4,286 — — 4,344

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Stock-based compensation — — 10,498 — — 10,498

Balance, January 1, 2023 126,300 $ 126,300 $ 2,753,055 $ 4,951,018 $ ( 447,497 ) $ 7,382,876

Balance, December 31, 2023 123,426 $ 123,426 $ 2,416,793 $ 5,609,212 $ ( 276,692 ) $ 7,872,739

Net income — — — 270,385 — 270,385

Other comprehensive income — — — — ( 119,413 ) ( 119,413 )

Dividends — — — ( 34,900 ) — ( 34,900 )

Dividends ($0.28 per common share, see Note 17) — — — ( 34,374 ) — ( 34,374 )

Exercise of employee stock options 117 117 7,584 — — 7,701

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For the Fiscal Years Ende d

2023 January 1,

2024 December 31,

2023 January 1,

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Net income $ 270,385 $ 693,094 $ 569,179

Income from discontinued operations ( 513,591 ) ( 56,503 ) ( 53,721 )

Loss (income) from discontinued operations 12,686 ( 513,591 ) ( 56,503 )

Income from continuing operations 283,071 179,503 512,676

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Asset impairment 22,814 — —

Change in fair value of financial securities 33,921 15,754 ( 10,985 )

Change in fair value of investments ( 7,958 ) 33,921 15,754

Debt extinguishment gain — ( 3,685 ) ( 2,880 )

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Capital expenditures ( 86,648 ) ( 81,368 ) ( 85,632 )

Purchases of investments ( 6,300 ) ( 47,181 ) ( 23,130 )

Purchases of investments and notes receivables ( 6,587 ) ( 6,300 ) ( 47,181 )

Purchases of marketable securities — ( 1,221,609 ) —

Proceeds from maturities of marketable securities 710,000 550,000 —

Proceeds from notes receivables — 8,890 —

Proceeds from investments and notes receivables 2,500 — 8,890

Proceeds from disposition of businesses and assets — 153 14,505

Cash paid for acquisitions, net of cash acquired — ( 2,086 ) ( 7,518 )

Net cash used in investing activities of continuing operations ( 761,210 ) ( 116,936 ) ( 4,089,797 )

Net cash provided by (used in) investing activities of continuing operations 619,265 ( 761,210 ) ( 116,936 )

Net cash provided by (used in) investing activities of discontinued operations 156,897 2,074,734 ( 15,915 )

2023 January 1,

2024 December 31,

2023 January 1,

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Payments of senior unsecured notes ( 711,479 ) ( 523,808 ) ( 57,876 )

Proceeds from sale of senior unsecured notes — — 3,086,095

Payments of debt financing and equity issuance costs — ( 15 ) —

Net proceeds (payments) on other credit facilities 6,323 ( 1,292 ) ( 13,670 )

Net (payments) proceeds on other credit facilities ( 11,593 ) 6,323 ( 1,292 )

Settlement of cash flow hedges — — ( 762 )

Settlement of swaps — — ( 14,314 )

Payments for acquisition-related contingent consideration ( 8,832 ) ( 10,117 ) ( 5 )

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Dividends paid ( 34,454 ) ( 34,966 ) ( 35,344 )

Net cash (used in) provided by financing activities of continuing operations ( 947,121 ) ( 661,803 ) 2,941,657

Net cash used in financing activities of continuing operations ( 1,128,235 ) ( 947,121 ) ( 661,803 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 26,147 ) ( 14,048 ) ( 33,747 )

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Consideration receivable from sale of Business $ — $ 241,353 $ —

Equity issued for business combination, net of issuance costs — — 2,638,144

The accompanying notes are an integral part of these consolidated financial statements.

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Th e Company’s Diagnostics segment is targeted towards meeting the needs of clinically-oriented customers, especially within the growing areas of reproductive health, emerging market diagnostics and applied genomics.

Effective as of April 26, 2023, the Company changed its name from “PerkinElmer, Inc.” to “Revvity, Inc.”.

Effective as of May 16, 2023, the Company changed the ticker symbol for its common stock to “RVTY” and the ticker symbol for its 1.875% Notes due 2026 to “RVTY 26”.

The consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

In March 2023, the Company completed the previously announced sale of certain assets and the equity interests of certain entities constituting the Company’s Applied, Food and Enterprise Services businesses (the “Business”).

In March 2023, the Company completed the sale of certain assets and the equity interests of certain entities constituting the Company’s Applied, Food and Enterprise Services businesses (the “Business”).

The Business is reported for all pe riods as discontinued operations in the Company’s consolidated financial statements.

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52/53-week format and as a result, certain fiscal years will contain 53 weeks.

Each of the fiscal years ended December 31, 2023 (“fiscal year 2023”), January 1, 2023 (“fiscal year 2022”) and January 2, 2022 (“fiscal year 2021”) included 52 weeks.

Each of the fiscal years ended December 29, 2024 (“fiscal year 2024”), December 31, 2023 (“fiscal year 2023”) and January 1, 2023 (“fiscal year 2022”) included 52 weeks.

The fiscal year ending December 28, 2025 (“fiscal year 2025”) will incl ude 52 weeks.

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The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues.

These reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

related to the tax benefit.

Potential interest and penalties associated with such uncertain tax positions is recorded as a component of income tax expense.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company is subject to the Global In tangible Low Taxed Income (“GILTI”) tax in the U.S.

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leasehold improvements - estimated useful life or remaining term of lease, whichever is shorter;

and machinery and equipment- 3 to 8 years.

and machinery, equipment and capitalized internal-use software - 3 to 10 years.

Certain tooling costs are capitalized and amortized over a 3 -year life, while repairs and maintenance costs are expensed.

The Company capitalizes certain qualified costs incurred in connection with the development of internal-use software.

The Company evaluates the costs incurred during the application development stage of internal use software to determine whether the costs meet the criteria for capitalization.

Costs related to preliminary project activities and post implementation activities are expensed as incurred.

Pension and Other Postretirement Benefits:

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The test consists of the comparison of the fair value to the carrying value of the reporting unit to determine if the carrying value exceeds the fair value.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of goodwill.

This annual impairment assessment is performed by the Company on the later of January 1 or the first day of each fiscal year.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of goodw ill.

During the fourth quarter of fiscal year 2024, the Company voluntarily changed its annual goodwill impairment testing date from the later of January 1 or the first day of each fiscal year to the later of November 1 or the first day of its eleventh fiscal month of each fiscal year.

The Company changed the measurement date to more closely align the annual impairment testing date with the most current information from the budgeting and strategic planning process.

The Company believes the change in goodwill impairment testing date does not represent a material change to the Company ’s method of applying an accounting principle in light of the Company ’s internal controls and requirements to assess goodwill impairment upon certain triggering events.

This change was applied prospectively and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

therefore, the Company performed its annual impairment testing for its reporting units for fiscal year 2024 as of January 1, 2024 and November 1, 2024 .

The Company concluded that there was no goodwill impairment in the periods presented.

Amortizing intangible assets are reviewed for impairment when indicators of impairment are present.

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Stock-Based Compensation:

The Company accounts for stock-based compensation expense based on estimated grant date fair value, generally using the Black-Scholes option-pricing model or the quoted price of the Company’s stock on the grant

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value is recognized as expense in the consolidated financial statements over the requisite service period.

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In determining the Company’s expected stock price volatility assumption, the Company reviews both the historical and implied volatility of the Company’s common stock.

The Company recognizes the impact of forfeitures in the period that the forfeiture occurs, rather than estimating the number of awards that are not expected to vest in accounting for share-based compensation.

Marketable Securities and Investments:

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Discontinued or dedesignated cash flow hedges are immediately settled with counterparties, and the related accumulated derivative gains or losses are recognized into net earnings on the consolidated financial statements.

Settled cash flow hedges related to forecasted transactions that remain probable are recorded as a component of other comprehensive income (loss) and are subsequently amortized into net earnings when the hedged exposure affects net earnings.

Settled cash flow hedges related to forecasted transactions that remain probable are recorded

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

as a component of other comprehensive income (loss) and are subsequently amortized into net earnings when the hedged exposure affects net earnings.

Forward contract effectiveness for cash flow hedges is calculated by comparing the fair value of the contract to the change in value of the anticipated transaction using forward rates on a monthly basis.

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The cumulative translation gains or losses will remain in AOCI until the foreign subsidiaries are liquidated or sold.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in the Company's consolidated balance sheet.

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Unless otherwise discussed, such pronouncements did not have or will not have a significant impact on the Company’s consolidated financial position, results of operations and cash flows or do not apply to the Company’s operations.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 will require public entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items.

Such disclosures are required on an annual and interim basis in a tabular presentation in the footnotes to the financial statements.

In addition, ASU 2024-03 requires public entities to disclose selling expenses on an annual and interim basis.

The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is in the process of determining the impact of this guidance on its financial statements and disclosures.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

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retrospective application is permitted.

The guidance is effective for annual periods beginning after December 15, 2024.

The guidance is

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Although the guidance only requires additional disclosures, the Company is in the process of determining the impact of this guidance to its income tax disclosures.

In November 2023, t he FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

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ASU 2023-07 permits entities to report multiple measures of a reportable segment’s profit or loss if the CODM uses those measures to allocate resources and assess performance.

The guidance is required to be applied retrospectively to all periods presented in the financial statements, unless impracticable.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is also permitted.

Although the guidance only requires additional disclosures, the Company is in the process of determining the impact of this guidance to its segment disclosures.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company adopted the guidance in fiscal year 2024 and has included the additional disclosures related to the reportable segments in Note 21, Industry Segment and Geographic Area Information.

For arrangements with multiple performance obligations, the Company accounts for individual products and services separately if they are distinct - i.e., if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer.

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The revenue generated from the sale of licenses for software as a service, cloud services, subscriptions, and laboratory services and training is recognized over time.

Term licenses, subscriptions and cloud services, are generally recognized ratably over the contract period.

Software as a service, subscriptions and cloud services, are generally recognized ratably over the contract period.

The Company sells its software subscriptions and cloud services with maintenance services and, in some cases, with consulting services.

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For maintenance and consulting services, revenue is recognized over the period in which the services are provided.

Revenue for laboratory services is recognized over the contract period or when the service is billable, based on time and materials.

Revenue for laboratory services is recognized over the contract period or when the service is billable, based on an input method that is based on time and materials.

Product revenue is recognized at a point in time and service revenue is generally recognized over time.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Disaggregation of revenue

In the following tables, revenue is disaggregated by primary geographical market and major good and service lines.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Reportable Segments

For the fiscal year ended

December 31, 2023 January 1, 2023 January 2, 2022

December 29, 2024 December 31, 2023 January 1, 2023

Sciences Diagnostics Total Life Sciences Diagnostics Total Life Sciences Diagnostics Total

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Major Customer Concentration

No single customer comprises more than 10% of net revenues during the fiscal year 2023.

Revenues from one customer in the Company’s Diagnostics segment represent approximately $ 330.7 million and $ 638.6 million of the Company’s total revenue during the fiscal years 2022 and 2021, respectively.

No single customer comprises more than 10% of net revenues during the fiscal years 2024 and 2023.

Revenues from one customer in the Company’s Diagnostics segment represented approximately $ 330.7 million, or 10 %, of the Company’s total revenue during the fiscal year 2022.

Contract Balances

Contract assets:

The unbilled receivables (contract assets) primarily relate to the Company’s right to consideration for work completed but not billed at the reporting date.

The unbilled receivables are transferred to trade receivables when billed to customers.

Contract assets are generally classified as current assets and are included in “Accounts receivable, net” in the consolidated balance sheets.

Contract liabilities:

The contract liabilities primarily relate to the advance consideration received from customers for products and related services for which transfer of control has not occurred at the balance sheet date.

Contract liabilities are classified as either current in “Accounts payable” or “Accrued expenses and other current liabilities” or as long-term in “Long-term liabilities” in the consolidated balance sheets based on the timing of when the Company expects to recognize revenue.

The contract liability balances at the beginning of each period presented were generally fully recognized in the subsequent three month period.

The performance obligations that are unsatisfied (or partially unsatisfied) at the end of the period are not material to the Company.

Contract balances were as follows:

December 31, 2023 January 1, 2023

(In thousands)

Contract assets $ 52,648 $ 56,631

Contract liabilities ( 22,504 ) ( 30,133 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Business Combinations

Acquisitions in fiscal year 2022

During fiscal year 2022, the Company completed the acquisition of two businesses for aggregate consideration of $ 13.3 million.

Identifiable definite-lived intangible assets, such as core technology, acquired as part of these acquisitions had a weighted average amortization period of 5 years.

Acquisitions in fiscal year 2021

Acquisition of BioLegend, Inc.

In fiscal year 2021, t he Company completed the acquisition of BioLegend, Inc.

( “ BioLegend ” ) and paid an aggregate consideration of $ 5.7 billion, net of cash acquired of $ 292.4 million, reflecting working capital and other adjustments (the “ Aggregate Consideration ” ).

The Aggregate Consideration was paid in a combination of $ 3.3 billion in cash and shares of the Company ’ s common stock having a fair value of approximately $ 2.6 billion based on the $ 187.56 per share closing price of the Company's common stock on the New York Stock Exchange on September 17, 2021 (the “ Stock Consideration ” ).

The Stock Consideration consisted of 14,066,799 shares of the Company ’ s common stock.

BioLegend is recognized as a leading, global provider of life science antibodies and reagents headquartered in San Diego, California, with approximately 700 employees.

The operations for this acquisition is reported within the results of the Company ’ s Life Sciences segment from the acquisition date.

The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and is not tax deductible.

Identifiable definite-lived intangible assets, such as core technology, trade names, customer relationships and clone library, acquired as part of this acquisition had a weighted-average amortization period of 16.3 years.

BioLegend’s revenue and net loss for the period from the acquisition date to January 2, 2022 were $ 91.7 million and $ 25.8 million, respectively.

The net loss includes $ 47.0 million of amortization of acquired intangible assets.

The following unaudited pro forma information presents the combined financial results for the Company and BioLegend as if the acquisition of BioLegend had been completed at the beginning of fiscal year 2020:

(In thousands, except per share data)

Pro Forma Statement of Operations Information:

Revenue $ 4,056,122

Income from continuing operations 947,387

Basic earnings per share:

Income from continuing operations $ 7.27

Diluted earnings per share:

Income from continuing operations $ 7.25

The unaudited pro forma information for fiscal year 2021 has been calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments.

The fiscal year 2021 unaudited pro forma income from continuing operations was adjusted to exclude approximately $ 43.2 million of acquisition-related transaction costs and $ 23.3 million of costs of bridge financing and debt pre-issuance hedges that were recognized in expense during fiscal year 2021.

These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments, such as fair value adjustment to inventory, increased interest expense on debt obtained to finance the transaction, and increased amortization for the fair value of acquired intangible assets.

The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition.

The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities.

The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Other acquisitions in 2021.

During fiscal year 2021, the Company also completed the acquisition of seven other businesses for aggregate consideration of $ 1.2 billion.

The acquired businesses include Oxford Immunotec Global PLC, a company based in Abingdon, UK with approximately 275 employees, for total consideration of $ 590.9 million and Nexcelom Bioscience Holdings, LLC, a company based in Lawrence, Massachusetts with approximately 130 employees, for total consideration of $ 267.3 million, and five other businesses, which were acquired for total consideration of $ 318.6 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

excess of the purchase prices over the fair values of the acquired businesses' net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as employee workforces acquired, and has been allocated to goodwill, which is not tax deductible.

Identifiable definite-lived intangible assets, such as core technology, trade names, and customer relationships, acquired as part of these acquisitions had a weighted-average amortization period of 12.4 years .

The total purchase price for the acquisitions in fiscal year 2021 has been allocated to the estimated fair value of assets acquired and liabilities assumed as follows:

BioLegend Other

(In thousands)

Fair value of business combinations:

Cash payments $ 3,336,115 $ 1,128,584

Common stock issued 2,638,369 —

Other liability 6,857 2,910

Contingent consideration — 45,031

Working capital and other adjustments — 183

cash acquired ( 292,377 ) ( 195,010 )

Total $ 5,688,964 $ 981,698

Identifiable assets acquired and liabilities assumed:

Current assets $ 184,704 $ 71,840

Property, plant and equipment 147,200 26,507

Other assets 9,330 15,527

Identifiable intangible assets:

Core technology and clone library 782,400 290,089

Trade names and patents 38,000 39,476

Licenses 8,979 —

Customer relationships and backlog 1,714,800 141,670

Goodwill 3,509,931 545,262

Deferred taxes ( 668,919 ) ( 80,923 )

Deferred revenue — ( 1,197 )

Debt assumed — ( 4,628 )

Liabilities assumed ( 37,461 ) ( 61,925 )

Total $ 5,688,964 $ 981,698

The Company does not consider the acquisitions completed during fiscal years 2022 and 2021, with the exception of the BioLegend acquisition, to be material to its consolidated results of operations;

therefore, the Company is only presenting pro forma financial information of operations for the BioLegend acquisition.

The aggregate revenue and results of operations for acquisitions completed during fiscal years 2022 and 2021 for the fiscal year period from their respective acquisition dates were not material.

The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair values for assets acquired and liabilities assumed.

The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

Contingent consideration is measured at fair value at the acquisition date, based on the probability that revenue thresholds or product development milestones will be achieved during the earnout period, with changes in the fair value after the acquisition date affecting earnings to the extent it is to be settled in cash.

Increases or decreases in the fair value of contingent consideration

Unbilled receivable and Contract assets:

The timing of revenue recognition may differ from the timing of customer billing.

When revenue is recognized prior to billing and the right to the amount due from customers is conditioned only on the passage of time, the Company records an unbilled receivable on its consolidated balance sheets.

The unbilled receivables are classif ied as either current in “Accounts receivable, net” or as long-term in “Other assets, net” in the consolidated balance sheets.

Unbilled receivables totaled $ 80.6 million and $ 75.8 million at December 29, 2024 and December 31, 2023, respectively, primarily related to the Life Sciences software business.

The Company has no material contract assets as of December 29, 2024 and December 31, 2023.

Deferred revenu e and Customer deposits:

Deferred revenue is recorded when revenue is recognized subsequent to customer invoicing.

Deferred revenue is classified as either current in “Accrued expenses and other current liabilities” or as long-term in “Long-term liabilities” in the consolidated balance sheets based on the timing of when the Company expects to recognize revenue.

Substantially all of the deferred revenue is expected to be recognized in revenue within 12 months of the balance sheet date, and has been classified within accrued expenses and other current liabilities.

The deferred revenue balance is primarily related to our software as a service offerings, maintenance contracts and prepaid storage arrangements.

Deferred revenue totaled $ 212.8 million and $ 209.7 million at December 29, 2024 and December 31, 2023, respectively.

The Company also has customer deposits received in advance of the transfer of control totaling $ 19.5 million and $ 22.1 million at December 29, 2024 and December 31, 2023, respectively.

The Company expects that these customer deposits will be recognized in revenue within 3 months of the balance sheet date.

Transaction price allocated to the remaining performance obligations

The Company applies the practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

The estimated revenue expected to be recognized in the future related

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

liabilities primarily result from changes in the estimated probabilities of achieving revenue thresholds or product development milestones during the earnout period.

As of December 31, 2023, the Company may have to pay contingent consideration, related to acquisitions with open contingency periods, of up to $ 98.0 million.

As of December 31, 2023, the Company has recorded contingent consideration obligations of $ 40.0 million, of which $ 11.0 million was recorded in accrued expenses and other current liabilities, and $ 29.0 million was recorded in long-term liabilities.

The expected maximum earnout period for acquisitions with open contingency periods is 7.9 years from December 31, 2023, and the remaining weighted average expected earnout period at December 31, 2023 was 5.0 years.

If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of definite-lived intangible assets or the recognition of additional contingent consideration which would be recognized as a component of operating expenses from continuing operations.

Total acquisition and dive stiture-related costs, included in selling, general and administrative expense in the Company’s consolidated statements of operations, were $ 69.2 million, $ 39.8 million and $ 62.8 million for fiscal years 2023, 2022 and 2021.

These amounts included $ 34.3 million of rebranding expenses in fiscal year 2023 and $ 20.0 million, $ 26.5 million and $ 6.9 million of stock compensation expense related to awards given to BioLegend employees in fiscal years 2023, 2022 and 2021 , respectively.

Total acquisition and dive stiture-related costs, included in interest and other expense, net in the Company’s consolidated statements of operations, were $ 19.9 million and $ 18.0 million for fiscal years 2023 and 2021.

These amounts included $ 24.1 million of net foreign exchange loss and $ 4.2 million interest income related to the sale of the Business in fiscal year 2023, and $ 5.4 million of net foreign exchange gain and $ 23.4 million of costs of bridge financing and debt pre-issuance hedges related to the BioLegend acquisition in fiscal year 2021.

These acquisition and divestiture-related costs were expensed as incurred.

to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the period are not material to the Company.

The remaining performance obligations primarily include noncancelable purchase orders, noncancelable software subscriptions and cloud service contracts and long-term prepaid storage contracts.

Discontinued Operations

As part of the Company’s continuing efforts to focus on higher growth opportunities, the Company has discontinued certain businesses.

When the discontinued operations represented a strategic shift that will have a major effect on the Company’s operations and financial statements, the Company has accounted for these businesses as discontinued operations and accordingly, has presented the results of operations and related cash flows as discontinued operations.

On March 13, 2023, the Company completed the previously announced sale of the Business (the “Closing”) to PerkinElmer Topco, L.P.

On March 13, 2023, the Company completed the sale (the “Closing”) of the Business to PerkinElmer Topco, L.P.

(formerly known as Polaris Purchaser, L.P.) (the “Purchaser”), a Delaware limited partnership owned by funds managed by affiliates of New Mountain Capital L.L.C.

(the “Sponsor”), for an aggregate purchase price of up to $ 2.45 billion .

The Company received approximately $ 2.13 billion in cash proceeds, before transaction costs and subject to post-closing adjustments.

The Company is entitled to an additional $ 75.0 million in proceeds as consideration for the Company ’s ceasing the use of the PerkinElmer brand and related trademarks and transferring them to the Purchaser.

This consideration is expected to be received in installments through the first half of 2025.

The discounted value of the $ 75.0 million was measured as $ 65.2 million and was included in the proceeds.

The Company received approximately $ 2.27 billion in cash proceeds before transaction costs.

At the Closing, the Company was entitled to an additional $ 75.0 million in proceeds payable in installments to commence upon the Company’s ceasing the use of the PerkinElmer brand and related trademarks and transferring them to the Purchaser (the “Brand Fee”).

The discounted value of the $ 75.0 million was measured as $ 65.2 million and was included in the proceeds at Closing.

During the fiscal year 2024, the Company received $ 18.8 million of the Brand Fee.

The Company expects to receive the remaining balance of the Brand Fee i n installments in 2025.

In addition, the Company is entitled to additional consideration of up to $ 150.0 million that is contingent on the exit valuation the Sponsor and its affiliated funds receive on a sale or other capital events related to the Business.

The fair value of this element of consideration was determined to be $ 15.9 million and was included in the proceeds at Closing.

The Company also recorded a receivable, included in Other current assets in the consolidated balance sheets, of approximately $ 160.2 million as of December 31, 2023 for post-closing adjustments that is expected to be received during fiscal year 2024.

The final amount of the receivable related to the post-closing adjustments is subject to change.

The Company has measured the gain on sale and related income tax provision, however, additional adjustments may arise that may impact the final measurement of the gain.

The elements of the gain calculation that may result in adjustments include

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the measurement of the proceeds, including the settlement of the post-closing adjustments, as well as the related tax effects of such adjustments and the filing of tax returns for the period that includes the sale.

In connection and concurrent with the Closing, the Company has also entered into a Transition Services Agreement ( “TSA”) with the Purchaser for a period of up to 24 months from the Closing and a Contract Manufacturing Agreement ( “CMA”) for two locations which expired in June 2023.

The costs and amounts of reimbursements related to the CMA were not significant.

The costs and amounts of reimbursements related to the TSA and other commercial transactions between the parties were not significant in fiscal year 2023 and the amounts in future periods are not expected to be significant.

During fiscal year 2024, the Company received approximately $ 138.5 million of cash from the Purchaser and recognized a loss of $ 19.8 million primarily related to post-closing adjustments.

The costs and amounts of reimbursements related to the TSA and other commercial transactions between the parties were not significant in fiscal years 2024 and 2023 and the amounts in future periods are not expected to be significant.

The Business had been reported in the Company’s Discovery & Analytical Solutions segment, which is now referred to as the Life Sciences segment.

The sale of the Business represents a strategic shift that will have a major effect on the Company's operations and financial statements.

The sale of the Business represented a strategic shift that had a major effect on the Company's operations and financial statements.

Accordingly, t he Business is reported for all pe riods as discontinued operations in the Company’s consolidated financial statements.

The following table summarizes the results of discontinued operations which are presented as income from discontinued operations in the Company’s consolidated statements of operations:

December 31, 2023 January 1, 2023 January 2, 2022

December 29, 2024 December 31, 2023 January 1, 2023

(In thousands)

4 unchanged sentences

Operating (loss) income — ( 37,942 ) 68,409

Other income:

Gain on sale 811,472 — —

Other (loss) income:

(Loss) gain on sale ( 25,448 ) 811,472 —

Other (expense) income, net — ( 49 ) 5,195

Total other income 811,423 5,195 2,383

Income from discontinued operations before income taxes 773,481 73,604 76,304

Provision for income tax 259,890 17,101 22,583

Income from discontinued operations $ 513,591 $ 56,503 $ 53,721

The table below provides a reconciliation of the carrying amounts of the major classes of assets and liabilities of the discontinued operations to the amounts presented separately in the consolidated balance sheet at January 1, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 1, 2023

(In thousands)

Cash and cash equivalents $ 14,999

Accounts receivable 343,064

Inventories 210,367

Other current assets 32,063

Total current assets 600,493

Property, plant and equipment, net 60,983

Operating lease right-of-use assets 41,487

Intangible assets, net 202,850

Goodwill 772,812

Other assets, net 15,079

Total long-term assets

Total assets of discontinued operations

Accounts payable 29,912

Accrued expenses and other current liabilities 161,260

Total current liabilities 191,172

Deferred taxes and long-term liabilities 46,046

Operating lease liabilities 35,647

Total long-term liabilities 81,693

Total liabilities of discontinued operations $ 272,865

Total other (loss) income ( 25,448 ) 811,423 5,195

(Loss) income from discontinued operations before income taxes ( 25,448 ) 773,481 73,604

(Benefit from) provision for income tax ( 12,762 ) 259,890 17,101

(Loss) income from discontinued operations $ ( 12,686 ) $ 513,591 $ 56,503

The following operating and investing items from discontinued operations were as follows for the fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

1 unchanged sentence

$ — $ — $ 8,011

— 16,984 33,664

Capital expenditures — 1,292 10,670

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interest and Other Expense, Net

Interest and other expense, net, consisted of the following for the fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

1 unchanged sentence

Interest income $ ( 73,190 ) $ ( 72,131 ) $ ( 3,589 )

Interest expense including costs of bridge financing 98,813 103,955 102,128

Change in fair value of financial securities 33,921 15,754 ( 10,985 )

Interest expense 96,278 98,813 103,955

Change in fair value of investments ( 7,958 ) 33,921 15,754

Other components of net periodic pension cost (credit) 8,508 19,006 ( 33,158 )

3 unchanged sentences

The components of income from continuing operations before income taxes were as follows for the fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

12 unchanged sentences

Total $ 135,287 $ ( 102,232 ) $ 33,055

Fiscal year ended January 1, 2023

Fiscal year ended December 31, 2023

Federal $ 39,800 $ ( 60,845 ) $ ( 21,045 )

8 unchanged sentences

The total provision for income taxes included in the consolidated financial statements is as follows for the fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2023 January 1,

2024 December 31,

2023 January 1,

18 unchanged sentences

and/or (iii) the statute of limitations expires regarding a tax position.

The Company has recognized the change in tax positions in prior periods through both continuing and discontinuing operations.

The tabular reconciliation of the total amounts of unrecognized tax benefits is as follows for the fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

4 unchanged sentences

Gross increases—current-period tax positions — 14,969 7,187

Gross increases related to acquisitions — — 22,697

Settlements — — ( 2,252 )

Lapse of statute of limitations ( 7,251 ) ( 10,830 ) ( 8,625 )

2 unchanged sentences

The Company classifies interest and penalties as a component of income tax expense.

At December 31, 2023 and January 1, 2023, the Company had accrued interest and penalties of $ 6.3 million and $ 7.2 million, respectively.

During fiscal years 2023, 2022 and 2021, the Company recognized a net (benefit) expense of $( 1.1 ) million, $( 0.5 ) million and $ 1.8 million, respectively, for interest and penalties in its total tax provision.

At December 29, 2024 and December 31, 2023, the Company had accrued interest and penalties of $ 5.1 million and $ 6.3 million, respectively.

During fiscal years 2024, 2023 and 2022, the Company recognized a net benefit of $ 1.2 million, $ 1.1 million and $ 0.5 million, respectively, for interest and penalties in its total tax provision.

At December 29, 2024, substantially all of the unrecognized tax benefits, if recognized, would affect the effective tax rate.

The Company believes that it is reasonably possible that approximately $ 76.1 million of its uncertain tax positions at December 29, 2024, including accrued interest and penalties, and net of tax benefits, may be resolved over the next twelve months as a result of lapses in applicable statutes of limitations and potential settlements.

Various tax years after 2010 remain open to examination by certain jurisdictions in which the Company has significant business operations, such as China, Finland, Germany, Luxembourg, The Netherlands, Singapore, the United Kingdom and the United States.

Various tax years aft er 2010 r emain open to examination by certain jurisdictions in which the Company has significant business operations, such as China, Finland, Germany, Luxembourg, The Netherlands, Singapore, the United Kingdom and the United States.

The tax years under examination vary by jurisdiction.

1 unchanged sentence

The tax effects of temporary differences and attributes that gave rise to deferred income tax assets and liabilities were as follows:

2023 January 1,

2024 December 31,

(In thousands)

10 unchanged sentences

Unrealized foreign exchange loss

12,502 11,158

All other, net 775 1,610

10 unchanged sentences

The components of net deferred tax liabilities were recognized in the consolidated balance sheets as follows:

2023 January 1,

2024 December 31,

(In thousands)

3 unchanged sentences

At December 29, 2024, the Company had U.S.

federal net operating loss carryforwards of $ 109.8 million, state net operating loss ca rryforwards of $ 8.9 million, foreign net operating loss carryforwards of $ 439.8 million, state tax credit carryforwards of $ 13.8 million and general business tax credit carryforwards of $ 0.1 million.

federal net operating loss carryforwards of $ 104.9 million, state net operating loss ca rryforwards of $ 6.2 million, foreign net operating loss carryforwards of $ 549.8 million, state tax credit carryforwards of $ 11.8 million and foreign tax credit carryforwards of $ 24.7 million.

Certain net operating loss carryforwards and state credit carryforwards do not expire, while other losses begin to expire in 2025.

2 unchanged sentences

Valuation allowances have been provided on state net operating loss and state tax credit carryforwards and on certain foreign tax attributes that the Company has determined are not more likely tha n not to be realized.

The Company is no longer permanently reinvested in the undistributed earnings of its international subsidiaries that have been previously taxed at the U.S.

federal level and/or would be subject to a dividend received deduction if repatriated.

The Company recorded the applicable taxes that will be due when such earnings are repatriated.

For the remaining other undistributed foreign earnings and outside basis differences, the Company continues to be indefinitely reinvested and have not

The increase in the valuation allowance of $ 29.8 million in fiscal year 2024 was primarily due to generation of foreign tax credit carryforwards for which a benefit is not expected to be realized in future periods.

The Company records the applicable taxes associated with the future remittance of undistributed foreign earnings previously taxed at the U.S.

federal level and/or that would be claimed for a dividend received deduction if repatriated.

For the remaining other undistributed foreign earnings and outside basis differences we continue to be indefinitely reinvested and have

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

provided any taxes for these amounts, and it is not practicable to estimate the amount of deferred tax liability that would be incurred.

not provided any taxes for these amounts, and it is not practicable to estimate the amount of deferred tax liability that would be incurred.

Earnings Per Share

2 unchanged sentences

The following table reconciles the number of shares utilized in the earnings per share calculations for the fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

11 unchanged sentences

Accounts receivable, net consisted of the following:

2023 January 1,

2024 December 31,

(In thousands)

9 unchanged sentences

Year ended January 1, 2023 $ 38,254 $ 9,857 $ ( 9,672 ) $ ( 896 ) $ 37,543

Year ended January 1, 2023 38,254 9,857 ( 9,672 ) ( 896 ) 37,543

Year ended December 31, 2023 37,543 9,067 ( 3,559 ) 329 43,380

Year ended December 29, 2024 43,380 9,715 ( 4,487 ) ( 636 ) 47,972

(1) Other amounts primarily relate to the impact of acquisitions, discontinued operations and foreign exchange movements.

1 unchanged sentence

Inventories, net consisted of the following:

2023 January 1,

2024 December 31,

(In thousands)

5 unchanged sentences

Property, plant and equipment consisted of the following:

2023 January 1,

2024 December 31,

(In thousands)

1 unchanged sentence

Building and leasehold improvements 364,556 358,380

Machinery and equipment 595,124 482,639

Machinery, equipment and capitalized internal-use software 587,807 595,124

Total property, plant and equipment 981,884 983,139

1 unchanged sentence

Total property, plant and equipment, net $ 482,217 $ 509,654

Depreciation expense on property, plant and equipment for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022 was $ 66.7 million, $ 56.4 million and $ 54.9 million, respectively.

Depreciation expense on property, plant and equipment for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 was $ 68.5 million, $ 66.7 million and $ 56.4 million, respectively.

During fiscal year 2024, the Company recognized an asset impairment amounting to $ 22.8 million related to capitalized internal-use software in the Diagnostics segment, which is included in Selling, general and administrative expenses in the consolidated statements of operations.

Marketable Securities and Investments

Investments consisted of the following:

2023 January 1,

2024 December 31,

(In thousands)

6 unchanged sentences

The Company’s investments in U.S.

treasury securities are classified as held-to-maturity and measured at amortized cost.

treasury securities were classified as held-to-maturity and measured at amortized cost.

The Company has no outstanding investments in U.S.

treasury securities as of December 29, 2024.

All the outstanding investments in U.S.

treasury securities had a contractual maturity of less than one year as of December 31, 2023 and have been classified as current in the consolidated balance sheet to match the maturities of the long-term debt expected to be retired concurrently with the maturity of the marketable securities.

treasury securities as of December 31, 2023 had a contractual maturity of less than one year and have been classified as current in the consolidated balance sheet to match the maturities of the long-term debt that was retired concurrently with the maturity of the marketable securities.

Marketable securities - available for sale.

4 unchanged sentences

The Company has equity interests in privately-held entities over which the Company neither has significant influence nor control.

Equity investments, which are included in Other assets, net, as of December 31, 2023 and January 1, 2023 consisted of the following:

2023 January 1,

Equity investments, which are included in Other assets, net, as of December 29, 2024 and December 31, 2023 consisted of the following:

2024 December 31,

(In thousands)

3 unchanged sentences

The amount of upward adjustments during the periods presented were not material.

The cumulative amount of upward adjustments as of December 31, 2023 and January 1, 2023 was $ 31.3 million and $ 30.7 million, respectively.

The cumulative amount of impairments and downward adjustments as of each of December 31, 2023 and January 1, 2023 was $ 5.0 million.

The cumulative amount of upward adjustments as of each of December 29, 2024 and December 31, 2023 was $ 31.3 million.

The amount of impairment during fiscal year 2024 was $2.1 million.

The cumulative amount of impairments and downward adjustments as of December 29, 2024 and December 31, 2023 was $ 7.1 million and $ 5.0 million, respectively.

Notes receivables and other investments.

1 unchanged sentence

The amortized cost of these investments are not materially different than the fair value.

Notes receivables and other investments with a notional amount of $ 19.8 million are due within one to five years.

Notes receivables and other investments with a notional amount of $ 25.0 million and a carrying value of $ 12.3 million are convertible into equity securities or are due and payable upon an event of default (as defined in the applicable agreement).

The credit losses, included in Interest and other expense, net, in the consolidated statements of operations, during fiscal year 2023 were $ 34.5 million.

Notes receivables and other investments with a notional amount and carrying value of $ 0.3 million are due within one to five years.

Notes receivables and other investments with a notional amount and carrying value of $ 12.0 million are convertible into equity securities or are due and payable upon an event of default (as defined in the applicable agreement).

The credit losses, included in Interest and other expense, net, in the consolidated statements of operations, during fiscal years 2024, 2023 and 2022 were $ 1.8 million, $ 34.5 million and $— , respectively.

Goodwill and Intangible Assets, Net

The Company tests goodwill at least annually for possible impairment.

The Company completes the annual testing of impairment for goodwill on the later of January 1 or the first day of each fiscal year.

In addition to its annual test, the Company regularly evaluates whether events or circumstances have occurred that may indicate a potential impairment of goodwill.

The process of testing goodwill for impairment involves the determination of the fair value of the applicable reporting units.

The test consists of the comparison of the fair value to the carrying value of the reporting unit to determine if the carrying value exceeds the fair value.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of goodwill.

The Company performed its annual impairment testing for its

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

reporting units as of January 2, 2023 , its annual impairment testing date for fiscal year 2023.

The Company concluded based on the first step of the process that there was no goodwill impairment.

The changes in the carrying amount of goodwill for fiscal years 2024 and 2023 are as follows:

3 unchanged sentences

Foreign currency translation 36,363 15,419 51,782

Acquisitions, earnouts and measurement period adjustments ( 6,926 ) 1,460 ( 5,466 )

Balance at January 1, 2023 4,551,575 1,930,193 6,481,768

Balance at December 31, 2023 4,587,938 1,945,612 6,533,550

Foreign currency translation ( 46,471 ) ( 23,460 ) ( 69,931 )

Balance at December 29, 2024 $ 4,541,467 $ 1,922,152 $ 6,463,619

Identifiable intangible asset balances at December 31, 2023 and January 1, 2023 were as follows:

2023 January 1,

Identifiable intangible asset balances at December 29, 2024 and December 31, 2023 were as follows:

2024 December 31,

(In thousands)

14 unchanged sentences

Net customer relationships 1,749,034 1,963,710

In-process research and development — 5,278

Net amortizable intangible assets $ 2,640,921 $ 3,022,321

2 unchanged sentences

The Company’s debt consisted of the following:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 29, 2024

16 unchanged sentences

Current Portion of Long-Term Debt:

0.850% Senior Unsecured Notes due in 2024 (“2024 Notes”)

711,479 ( 118 ) ( 1,301 ) 710,060

Other Debt Facilities, current 242 — — 242

1 unchanged sentence

Total Debt $ 3,172,175 $ ( 3,639 ) $ ( 17,818 ) $ 3,150,718

January 1, 2023

December 31, 2023

Outstanding Principal Unamortized Debt Discount

7 unchanged sentences

2029 Notes 850,000 ( 1,727 ) ( 4,781 ) 843,492

2029 Notes 850,000 ( 2,000 ) ( 5,537 ) 842,463

March 2031 Notes 400,000 ( 101 ) ( 2,638 ) 397,261

4 unchanged sentences

Current Portion of Long-Term Debt:

0.550% Senior Unsecured Notes due in September 2023 (“2023 Notes”) 467,138 ( 63 ) ( 867 ) 466,208

0.850% Senior Unsecured Notes due in 2024 (“2024 Notes”)

711,479 ( 118 ) ( 1,301 ) 710,060

Other Debt Facilities, current 11,812 — — 11,812

2 unchanged sentences

Senior Unsecured Revolving Credit Facility.

On August 24, 2021, the Company entered into a new senior unsecured revolving credit facility with a five-year term and a borrowing capacity o f $ 1.5 billion available through August 24, 2026.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2023, undrawn letters of credit in the aggregate amount of $ 7.1 million were treated as issued and outstanding when calculating the borrowing availability under the facility.

On August 24, 2021, the Company entered into a senior unsecured revolving credit facility (“2021 Senior Unsecured Revolving Credit Facility”) with a five-year term and a borrowing capacity o f $ 1.5 billion available through August 24, 2026.

As of December 29, 2024, undrawn letters of credit in the aggregate amount of $ 4.2 million were treated as issued and outstanding when calculating the borrowing availability under the facility.

As of December 29, 2024, the Company had $ 1.5 billion available for additional borrowing under the facility.

Borrowings will bear interest, payable quarterly or, if earlier, at the end of an y interest period, at the Company ’ s option at either (a) the base rate (as defined in the credit agreement), or (b) the eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on the credit rating of the Company ’s debt.

The base rate is the highest of (a) the Federal Funds Rate (as defined in the credit agreement) plus 0.50 %, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Eurocurrency Rate plus 1.00 % .

T he credit agreement for the new facility contains customary affirmative, negative and financial covenants and events of default.

The financial covenants include a debt-to-capital ratio that remains applicable for so long as the Company ’ s debt is rated as investment grade.

In the event that the Company ’ s debt is not rated as investment grade, a debt-to-capital ratio covenant is replaced with leverage ratio and interest coverage ratio covenants.

During the fiscal year 2023, the Company paid in full $ 467.1 million of outstanding 2023 Notes.

During fiscal year 2023, the Company repurchased $ 60.2 million in aggregate principal amount of the 2024 Notes in open market transactions.

At December 31, 2023, the Company had outstanding U.S.

treasury securities with a carrying amou nt of $ 689.9 million w hose proceeds upon maturity are intended to be utilized to repay the outstanding 2024 Notes due in September 2024 (see Note 11).

Borrowings bore interest, payable quarterly or, if earlier, at the end of an y interest period, at the Company ’ s option at either (a) the base rate (as described in the credit agreement), or (b) the eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on the credit rating of the Company ’s debt.

The base rate was the highest of (a) the Federal Funds Rate (as defined in the credit agreement) plus 0.50 %, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Eurocurrency Rate plus 1.00 % .

T he credit agreement for the facility contained customary affirmative, negative and financial covenants and events of default.

The financial covenants included a debt-to-capitalization ratio that remained applicable for so long as the Company ’ s debt was rated as investment grade.

In the event that the Company ’ s debt was not rated as investment grade, the debt-to-capitalization ratio covenant was replaced with leverage ratio and interest coverage ratio covenants.

On January 7, 2025, the 2021 Senior Unsecured Revolving Credit Facility was cancelled and replaced with a new senior unsecured revolving credit facility with a five-year term and a borrowing capacity of $ 1.5 billion available through January 7, 2030.

Borrowings will bear interest, payable quarterly or, if earlier, at the end of any interest period, at the Company’s option at either (a) the base rate (as described in the credit agreement), or (b) the Term Secured Overnight Financing Rate (“Term SOFR”) (as described in the credit agreement), in each case plus a percentage spread based on the credit rating of the Company’s debt.

The credit agreement for the new facility contains customary affirmative, negative and financial covenants and events of default.

The financial covenants include a debt-to-capitalization ratio that remains applicable for so long as the Company’s debt is rated as investment grade.

In the event that the Company’s debt is not rated as investment grade, the debt-to-capitalization ratio covenant is replaced with leverage ratio and interest coverage ratio covenants.

During fiscal year 2024, the Company paid in full $ 711.5 million of outstanding 2024 Notes that became due in September 2024.

During fiscal year 2024, the Company received proceeds of $ 710.0 million upon the maturity of all its outstanding U.S.

Treasury securities and utilized those proceeds to partially repay the outstanding 2024 Notes.

The following table summarizes the maturities of the Company’s indebtedness as of December 29, 2024:

(In thousands)

2024 $ 723,291

2030 and thereafter 1,300,000

Total debt payments $ 3,172,175

Less unamortized discount and debt issuance costs ( 27,563 )

Total $ 3,899,642

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

2023 January 1,

2024 December 31,

(In thousands)

13 unchanged sentences

Savings plan expense was $ 13.3 million in fiscal year 2024, $ 15.0 million in fiscal year 2023, and $ 20.0 million in fiscal year 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pension Plans:

5 unchanged sentences

The plans provide benefits that are based on an employee’s years of service and compensation near retirement.

In December 2024, the Company entered into an annuity purchase agreement to irrevocably transfer a portion of the U.S.

pension benefit obligation to a third-party insurance company.

The annuity purchase price was $ 96.3 million and was funded from U.S.

pension plan assets.

The resulting settlement of the U.S.

pension plan was not material and included in the actuarial gains and losses recognized during the fiscal year 2024.

In January 2025, the Company executed a sale of its United Kingdom (“UK”) pension plan to a third party as part of a multi-year buy-out plan.

The resulting settlement of the UK pension plan was not material.

Net periodic pension cost for U.S.

plans included the following components for fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

11 unchanged sentences

pension plan and the principal non-U.S.

pension plans and the amounts recognized in the Company’s consolidated balance sheets as of December 31, 2023 and January 1, 2023.

December 31, 2023 January 1, 2023

pension plans and the amounts recognized in the Company’s consolidated balance sheets as of December 29, 2024 and December 31, 2023.

December 29, 2024 December 31, 2023

(In thousands)

6 unchanged sentences

Benefits paid and plan expenses ( 14,770 ) ( 20,986 ) ( 15,061 ) ( 39,895 )

Benefit obligation classified in discontinued operations — — ( 8,261 ) —

Plan settlements — ( 96,270 ) — —

Actuarial losses (gains) ( 2,950 ) ( 11,573 ) 12,871 4,441

6 unchanged sentences

Employer’s contributions 7,066 — 7,606 10,000

Plan settlements — ( 96,270 ) — —

Effect of exchange rate changes ( 1,588 ) — 5,925 —

10 unchanged sentences

Actuarial assumptions used to determine net periodic pension cost during the year were as follows:

December 31, 2023 January 1, 2023 January 2, 2022

December 29, 2024 December 31, 2023 January 1, 2023

Discount rate 3.69 % 4.54 % 4.12 % 4.84 % 1.41 % 2.44 %

8 unchanged sentences

benefit obligations and fair value of assets for pension plans that have benefit obligations in excess of plan assets:

2023 January 1,

2024 December 31,

(In thousands)

6 unchanged sentences

Assets of the defined benefit pension plans are primarily equity and debt securities.

Asset allocations as of December 31, 2023 and January 1, 2023, and target asset allocations for fiscal year 2024 are as follows:

Asset allocations as of December 29, 2024 and December 31, 2023, and target asset allocations for fiscal year 2025 are as follows:

Target Allocation Percentage of Plan Assets at

December 29, 2024 December 31, 2023 January 1, 2023

December 28, 2025 December 29, 2024 December 31, 2023

Asset Category Non-U.S.

11 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of the Company’s pension plan assets as of December 31, 2023 and January 1, 2023 by asset category, classified in the three levels of inputs described in Note 20 to the consolidated financial statements are as follows:

The fair value of the Company’s pension plan assets as of December 29, 2024 and December 31, 2023 by asset category, classified in the three levels of inputs described in Note 19, Fair Value Measurements, are as follows:

Fair Value Measurements at December 29, 2024 Using:

14 unchanged sentences

debt instruments 83,267 25,905 57,362 —

Short-term corporate bonds 1,630 — 1,630 —

Other types of investments:

1 unchanged sentence

Total assets measured at fair value $ 185,277 $ 37,799 $ 58,992 $ 88,486

Fair Value Measurements at January 1, 2023 Using:

Fair Value Measurements at December 31, 2023 Using:

Total Carrying

January 1, 2023 Quoted Prices in

December 31, 2023 Quoted Prices in

Active Markets

17 unchanged sentences

Valuation techniques utilized need to maximize the use of observable inputs and minimize the use of unobservable inputs.

There have been no changes in the methodologies utilized at December 31, 2023 compared to January 1, 2023.

There have been no changes in the methodologies utilized at December 29, 2024 compared to December 31, 2023.

The following is a description of the valuation techniques utilized to measure the fair value of the assets shown in the table above.

Equity Securities:

Mutual funds held by the Master Trust are open‑ended mutual funds that are registered with the Securities and Exchange Commission.

Mutual funds held by the Master Trust are open‑ended mutual funds that are registered with the U.S.

Securities and Exchange Commission.

These funds are required to publish their daily net asset value and to transact at that price.

6 unchanged sentences

These securities are valued using third-party pricing services.

These services may use, for example, model-based pricing methods that utilize observable market data as inputs.

Broker dealer bids or quotes of securities with similar characteristics may also be used.

These services may use, for example, model-based pricing

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

methods that utilize observable market data as inputs.

Broker dealer bids or quotes of securities with similar characteristics may also be used.

Other Types of Investments:

In September 2021, the Company’s UK pension scheme executed a buy-in contract with Phoenix Life LTD (“Phoenix”), under which the Company made an upfront payment to Phoenix in exchange for Phoenix agreeing to make the benefit payments under the Company’s UK pension scheme due to specified participants and their beneficiaries, thus transferring most of the investment and longevity risk associated with the covered participants and beneficiaries from the Company to Phoenix.

This buy-in contract can be considered a liability-driven investment (“LDI”) solution that hedges not only the investment risk but also the longevity risk under the Company’s UK pension scheme.

In September 2021, the Company’s UK pension plan executed a buy-in contract with Phoenix Life LTD (“Phoenix”), under which the Company made an upfront payment to Phoenix in exchange for Phoenix agreeing to make the benefit payments under the Company’s UK pension plan due to specified participants and their beneficiaries, thus transferring most of the investment and longevity risk associated with the covered participants and beneficiaries from the Company to Phoenix.

This buy-in contract can be considered a liability-driven investment (“LDI”) solution that hedges not only the investment risk but also the longevity risk under the Company’s UK pension plan.

Like other LDI solutions, it does not eliminate ongoing administrative costs.

1 unchanged sentence

The Company’s policy is to recognize significant transfers between levels at the actual date of the event.

A reconciliation of the beginning and ending Level 3 foreign liability driven investments is as follows:

A reconciliation of the beginning and ending Level 3 investments is as follows:

(In thousands)

3 unchanged sentences

Return on plan assets 5,698

Balance at January 1, 2023 95,062

Balance at December 31, 2023 100,666

Pension benefits paid ( 6,216 )

3 unchanged sentences

With respect to plans outside of the United States, the Company expects to contribute $ 6.8 million in the aggregate during fiscal year 2025.

During fiscal year 2023, the Company contributed $ 10.0 million to its defined benefit pension plan in the United States for the plan year 2022.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

8 unchanged sentences

Effective July 31, 2000, this plan was closed to new entrants.

At December 31, 2023 and January 1, 2023, the projected benefit obligations were $ 18.6 million and $ 18.9 million, respectively.

Assets with a fair value of $ 0.6 million and $ 0.9 million, segregated in a trust (which is included in marketable securities in the Other assets, net, on the consolidated balance sheets), were available to meet this obligation as of December 31, 2023 and January 1, 2023, respectively.

Pension expenses and income for this plan netted to expense of $ 1.5 million in fiscal year 2023, income of $ 3.2 million in fiscal year 2022 and expense of $ 0.2 million in fiscal year 2021.

Postretirement Medical Plans:

At December 29, 2024 and December 31, 2023, the projected benefit obligations were $ 16.4 million and $ 18.6 million, respectively.

Assets with a fair value of $ 0.6 million, segregated in a trust (which is included in marketable securities in the Other assets, net, on the consolidated balance sheets), were available to meet this obligation as of each of December 29, 2024 and December 31, 2023.

Pension income and expenses for this plan netted to income of $ 0.3 million in fiscal year 2024, expense of $ 1.5 million in fiscal year 2023 and income of $ 3.2 million in fiscal year 2022.

Post-retirement Medical Plan:

The Company provides healthcare benefits for eligible retired U.S.

8 unchanged sentences

Assets of the plan are primarily equity and debt securities and are available only to pay retiree health benefits.

The costs of these plans are not material and the net assets in the plans totaled $ 18.5 million and $ 17.1 million at December 31, 2023 and January 1, 2023, respectively.

The costs of this plan are not material and the net assets in the plan totaled $ 19.2 million and $ 18.5 million at December 29, 2024 and December 31, 2023, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2 unchanged sentences

The Company accrues for environmental issues in the accounting period that the Company’s responsibility is established and when the cost can be reasonably estimated.

The Company has accrued $ 14.1 million and $ 12.2 million as of December 31, 2023 and January 1, 2023, respecti vely, in accrued expenses and other current liabilities, which represents its management’s estimate of the cost of the remediation of known environmental matters, and does not include any potential liability for related personal injury or property damage claims.

The Company has accrued $ 14.2 million and $ 14.1 million as of December 29, 2024 and December 31, 2023, respecti vely, in accrued expenses and other current liabilities, which represents its management’s estimate of the cost of the remediation of known environmental matters, and does not include any potential liability for related personal injury or property damage claims.

The Company’s environmental accrual is not discounted and does not reflect the recovery of any material amounts through insurance or indemnification arrangements.

15 unchanged sentences

As part of the Company’s compensation programs, the Company also offers shares of its common stock under its Employee Stock Purchase Plan.

The following table summarizes total pre-tax compensation expense recognized related to the Company’s stock options, restricted stock, restricted stock units, performance restricted stock units, performance units and stock grants, included in the Company’s consolidated statements of operations:

2023 January 1,

The following table summarizes total pre-tax compensation expense recognized related to the Company’s stock options, restricted stock, restricted stock units, performance restricted stock units and stock grants, included in the Company’s consolidated statements of operations:

2024 December 31,

2023 January 1,

18 unchanged sentences

The Company’s weighted-average assumptions used in the Black-Scholes option pricing model were as follows for the fiscal years ended:

2023 January 1,

2024 December 31,

2023 January 1,

14 unchanged sentences

Exercisable at end of year 719 $ 139.01

The aggregate intrinsic value for stock options outstanding at December 31, 2023 was $ 9.4 million with a weighted-average remaining contractual term of 4.1 years.

The aggregate intrinsic value for stock options exercisable at December 31, 2023 was $ 9.3 million with a weighted-average remaining contractual term of 3.4 years.

At December 31, 2023, there were 1.1 million stock options that were vested and expected to vest in the future, with an aggregate intrinsic value of $ 9.4 million and a weighted-average remaining contractual term of 4.1 years.

The aggregate intrinsic value for outstanding and exercisable stock options at December 29, 2024 was $ 4.8 million with a weighted-average remaining contractual term of 3.2 years.

At December 29, 2024, there were 1.2 million outstanding stock options that were vested and expected to vest in the future, with an aggregate intrinsic value of $ 6.8 million and a weighted-average remaining contractual term of 4.2 years.

The weighted-average grant-date fair value of options granted during fiscal years 2024, 2023 and 2022 was $ 37.85 , $ 45.18 , and $ 48.09 per share, respectively.

6 unchanged sentences

The Company has awarded shares of restricted stock and restricted stock units to certain employees and non-employee directors at no cost to them, which cannot be sold, assigned, transferred or pledged during the restriction period.

The restricted stock and restricted stock units vest through the passage of time, assuming continued employment.

The fair value of the award at the time of the grant is expensed on a straight-line basis primarily in selling, general

and administrative expenses over the vesting period, which is generally 3 years.

The restricted stock and restricted stock units vest through the passage of time, assuming continued

The fair value of the award at the time of the grant is expensed on a straight-line basis primarily in selling, general and administrative expenses over the vesting period, which is generally 3 years.

Recipients of the restricted stock have the right to vote such shares and receive dividends.

21 unchanged sentences

Comprehensive Income:

The components of accumulated other comprehensive income (loss) consisted of the following:

The components of accumulated other comprehensive (loss) income consisted of the following:

net of tax Unrecognized

4 unchanged sentences

Comprehensive

Income (Loss)

(Loss) Income

(In thousands)

3 unchanged sentences

Current year change 80,172 — ( 181 ) 79,991

Balance, January 1, 2023 ( 446,664 ) ( 798 ) ( 35 ) ( 447,497 )

Current year change 80,172 — ( 181 ) 79,991

Reclassification to retained earnings 90,814 — — 90,814

Balance, December 31, 2023 ( 275,678 ) ( 798 ) ( 216 ) ( 276,692 )

During fiscal year 2023, the Company transferred $ 90.8 million from cumulative translation adjustments in AOCI to the gain on sale in the consolidated statement of operations as a result of the sale of the Business.

Current year change ( 119,260 ) — ( 153 ) ( 119,413 )

Balance, December 29, 2024 $ ( 394,938 ) $ ( 798 ) $ ( 369 ) $ ( 396,105 )

Stock Repurchases:

On July 22, 2022, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase shares of common stock for an aggregate amount up to $ 300.0 million under a stock repurchase program (the “Repurchase Program”).

On April 27, 2023, the Repurchase Program was terminated by the Board and the Board authorized the Company to repurchase shares of common stock for an aggregate amount up to $ 600.0 million under a new stock repurchase program (the “New Repurchase Program”).

The New Repurchase Program will expire on April 26, 2025 unless terminated earlier by the Board and may be suspended or discontinued at any time.

On April 27, 2023, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase shares of common stock for an aggregate amount up to $ 600.0 million under a stock repurchase program (the “Repurchase Program”).

On October 24, 2024, the Repurchase Program was terminated by the Board and the Board authorized the Company to repurchase shares of common stock for an aggregate amount up to $ 1.0 billion under a new stock repurchase program (the “New Repurchase Program”).

No shares remain available for repurchase under the Repurchase Program due to its termination.

The New Repurchase Program will expire on October 24, 2026 unless terminated earlier by the Board and may be suspended or discontinued at any time.

During fiscal year 2024, the Company repurchased 1,820,296 shares of common stock under the Repurchase Program for an aggregate cost of $ 213.6 million.

1 unchanged sentence

As of December 29, 2024, $ 857.2 million remained available for aggregate repurchases of shares under the New Repurchase Program.

Subsequent to fiscal year 2024, the Company repurchased 575,758 shares of common stock under the New Repurchase Program at an aggregate cost of $ 66.8 million.

In addition, the Board has authorized the Company to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to the Company’s equity incentive plans and to satisfy obligations related to the exercise of stock options made pursuant to the Company’s equity incentive plans.

3 unchanged sentences

The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.

The Board declared a regular quarterly cash dividend of $ 0.07 per share in each quarter of fiscal years 2023, 2022 and 2021, resulting in an annual dividend rate of $ 0.28 per share.

At December 31, 2023, the Company had accrued $ 8.6 million for a dividend declared in October 2023 for the fourth quarter of fiscal year 2023 that was paid in February 2024.

The Board declared a regular quarterly cash dividend of $ 0.07 per share in each quarter of fiscal years 2024, 2023 and 2022, resulting in an annual cash dividends of $ 0.28 per share for fiscal years 2024, 2023 and 2022.

At December 29, 2024, the Company had accrued $ 8.6 million for a di vidend declared in October 24, 2024 for the fourth quarter of fiscal year 2024 that was paid in February 2025 .

On January 23, 2025 , the Company announced that the Board had declared a quarterly dividend of $ 0.07 per share for the first quarter of fiscal year 2025 that will be payable in May 2025 .

15 unchanged sentences

The Company held forward foreign exchange contracts, designated as economic hedges, with U.S.

dollar equivalent notional amounts totaling $ 412.1 million at December 31, 2023 and $ 476.9 million at January 1, 2023, and the fair value of these foreign currency

derivative contracts was insignificant.

dollar equivalent notional amounts totaling $ 409.8 million at December 29, 2024 and $ 412.1 million at December 31, 2023, and the fair value of these foreign currency derivative contracts was insignificant.

The gains and losses realized on these foreign currency derivative contracts are not material.

The duration of these contracts was generally 30 days or less during each of fiscal years 2024, 2023 and 2022.

In addition, in connection with certain intercompany loan agreements utilized to finance its acquisitions and stock repurchase program, the Company enters into forward foreign exchange contracts intended to hedge movements in foreign exchange rates prior to settlement of such intercompany loans denominated in foreign currencies.

The Company records these hedges at fair value on the Company’s consolidated balance sheets.

The unrealized gains and losses on these hedges, as well as the gains and losses associated with the remeasurement of the intercompany loans, are recognized immediately in interest and other expense, net.

The cash flows related to the settlement of these hedges are included in cash flows from financing activities within the Company’s consolidated statements of cash flows.

During fiscal year 2018, the Company designated a portion of the 2026 Notes to hedge its investments in certain foreign subsidiaries.

2 unchanged sentences

As of December 29, 2024, the total notional amount of the 2026 Notes that was designated to hedge investments in foreign subsidiaries was € 498.6 million.

The unrealized foreign exchange losses (gains) recorded in AOCI related to the ne t investment hedge were $ 19.5 million, $( 34.5 ) million and $( 33.2 ) million during the fiscal years 2023, 2022 and 2021, respectively.

The unrealized foreign exchange (gains) losses recorded in AOCI related to the ne t investment hedge were $( 31.7 ) million , $ 19.5 million and $( 34.5 ) million during the fiscal years 2024, 2023 and 2022, respectively.

The Company does no t expect any material net pre-tax gains or losses to be reclassified from accumulated other comprehensive income (loss) into interest and other expense, net within the next twelve months.

Fair Value Measurements

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, derivatives, marketable securities and accounts receivable.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, derivatives, marketable securities, accounts receivable and notes receivable.

The Company believes it had no significant concentrations of credit risk as of December 29, 2024.

8 unchanged sentences

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

The following tables show the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2023 and January 1, 2023 classified in one of the three classifications described above:

The following tables show the assets and liabilities carried at fair value measured on a recurring basis as of December 29, 2024 and December 31, 2023 classified in one of the three classifications described above:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value Measurements at December 29, 2024 Using:

12 unchanged sentences

Contingent consideration liability ( 21,753 ) — — ( 21,753 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value Measurements at January 1, 2023 Using:

Fair Value Measurements at December 31, 2023 Using:

Total Carrying

Value at January 1, 2023 Quoted Prices in

Value at December 31, 2023 Quoted Prices in

Active Markets

7 unchanged sentences

Foreign exchange derivative liabilities ( 1,763 ) — ( 1,763 ) —

Contingent consideration asset 14,890 $ — $ — 14,890

Contingent consideration liability ( 40,005 ) — — ( 40,005 )

Level 1 and Level 2 Valuation Techniques:

The Company’s Level 1 and Level 2 assets and liabilities are comprised of investments in equity, fixed-income and U.S.

treasury securities as well as derivative contracts.

The Company’s Level 1 and Level 2 assets and liabilities are comprised of investments in equity and fixed-income securities as well as derivative contracts.

For financial assets and liabilities that utilize Level 1 and Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including common stock price quotes, foreign exchange forward prices and bank price quotes.

6 unchanged sentences

Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company’s consolidated balance sheet on a net basis and are recorded in other assets.

As of both December 31, 2023 and January 1, 2023, none of the master netting arrangements involved collateral.

As of both December 29, 2024 and December 31, 2023, none of the master netting arrangements involved collateral.

Level 3 Valuation Techniques:

5 unchanged sentences

Projected risk-adjusted contingent payments are discounted back to the current period using a discounted cash flow model.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of the contingent consideration asset was initially measured using a lattice model and recognized upon the sale of the Business on March 13, 2023.

1 unchanged sentence

Potential valuation adjustments may be made as additional information and market factors that impact the expected exit valuation of the Business becomes available, with the impact of such adjustments being recorded in the Company’s consolidated statements of operations.

A reconciliation of the beginning and ending Level 3 asset for contingent consideration is as follows:

Adjustments to the fair value since initial recognition were not material.

A reconciliation of the beginning and ending Level 3 contingent consideration asset is as follows:

(In thousands)

3 unchanged sentences

Balance at December 31, 2023 14,890

The fair values of contingent consideration liability are routinely updated based on a collaborative effort of the Company’s regulatory, research and development, operations, finance and accounting groups, as appropriate.

Potential valuation adjustments are made as additional information becomes available, including the progress towards achieving proof of concept, regulatory approvals and revenue targets as compared to initial projections, the impact of market competition and market landscape shifts from non-invasive prenatal testing products, with the impact of such adjustments being recorded in the consolidated statements of operations.

Change in fair value (included within selling, general and administrative expenses) —

Balance at December 29, 2024 $ 14,890

The fair values of contingent consideration liability are calculated on a quarterly basis based on a collaborative effort of the Company’s operations, finance and accounting groups, as appropriate.

Potential valuation adjustments are made as additional information becomes available, including the progress towards achieving the revenue targets, with the impact of such adjustments being recorded in the consolidated statements of operations.

As of December 29, 2024, the Company may have to pay contingent consideration, related to acquisitions with open contingency periods that are substantially all revenue-based considerations, of up to $ 75.9 million.

The expected maximum

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

earnout period for acquisitions with open contingency period is 7.9 years from December 31, 2023, and the remaining weighted average expected earnout period at December 31, 2023 was 5.0 years.

A reconciliation of the beginning and ending Level 3 liabilities for contingent consideration is as follows:

The expected maximum earnout period for acquisitions with open contingency period is 6.9 years from December 29, 2024, and the remaining weighted average expected earnout period at December 29, 2024 was 4.3 years.

A reconciliation of the beginning and ending Level 3 contingent consideration liabilities is as follows:

(In thousands)

2 unchanged sentences

Amounts paid and foreign currency translation 2,562

Purchase accounting adjustments recognized to goodwill 12,400

Change in fair value (included within selling, general and administrative expenses) 1,377

Balance at January 1, 2023 ( 46,618 )

Additions ( 4,961 )

Amounts paid and foreign currency translation 9,741

Purchase accounting adjustments recognized to goodwill 12,400

Change in fair value (included within selling, general and administrative expenses) ( 3,128 )

Balance at January 1, 2023 ( 46,618 )

Balance at December 31, 2023 ( 40,005 )

Amounts paid and foreign currency translation 16,383

5 unchanged sentences

The Company’s investments in U.S.

treasury securities that are classified as held-to-maturity had a fair value of $ 688.7 million and a carrying value of $ 689.9 million as of December 31, 2023.

The fair value were classified as Level 1.

treasury securities that were classified as held-to-maturity had a fair value of $ 688.7 million and a carrying value of $ 689.9 million as of December 31, 2023 .

If measured at fair value, the investments in U.S.

treasury securities would be classified as Level 1.

The Company’s outstanding senior unsecured notes had an aggregate fair value of $ 2,765.5 million and aggregate carrying value of $ 3,151.5 million as of December 29, 2024.

The Company’s outstanding senior unsecured notes had an aggregate fair value of $ 3,812.3 million and aggregate carrying value of $ 4,390.5 million as of January 1, 2023.

The Company’s outstanding senior unsecured notes had an

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

aggregate fair value of $ 3,474.5 million and aggregate carrying value of $ 3,889.3 million as of December 31, 2023.

The fair values of the outstanding senior unsecured notes were estimated using market quotes from brokers and were based on current rates offered for similar debt, which are Level 2 measurements.

The Company’s other debt facilities, including the Company’s senior unsecured revolving credit facility, had an aggregate carrying value of $ 10.3 million and $ 3.7 million as of December 31, 2023 and January 1, 2023, respectively.

The Company’s other debt facilities, including the Company’s senior unsecured revolving credit facility, had an aggregate carrying value of $ 0.5 million and $ 10.3 million as of December 29, 2024 and December 31, 2023, respectively.

The carrying value approximates fair value and were classified as Level 2.

4 unchanged sentences

The components of lease expense were as follows:

2023 January 1,

2024 December 31,

2023 January 1,

2 unchanged sentences

Supplemental cash flow information related to leases was as follows:

2023 January 1,

2024 December 31,

2023 January 1,

5 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

2023 January 1,

2024 December 31,

(In thousands, except lease term and discount rate)

18 unchanged sentences

The Company discloses information about its operating segments based on the way that management organizes the segments within the Company for making operating decisions and assessing financial performance.

The Company evaluates the performance of its operating segments based on revenue and operating income as adjusted for certain items.

The CODM of the Company is the Chief Executive Officer (“CEO”).

The CEO evaluates the performance of its operating segments based on revenue and operating income as adjusted for certain items.

Intersegment revenue and transfers are not significant.

5 unchanged sentences

Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the reproductive health, emerging market diagnostics and applied genomics.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company has included the expenses for its corporate headquarters, such as legal, tax, audit, human resources, information technology, and other management and compliance costs, as well as the activity related to the mark-to-market adjustment on postretirement benefit plans, as “Corporate” below.

2 unchanged sentences

The primary financial measure by which the Company evaluates the performance of its segments is adjusted operating income, which consists of operating income plus amortization of intangible assets, adjustments to operations arising from purchase accounting (primarily adjustments to the fair value of acquired inventory that are subsequently recognized), acquisition and divestiture-related costs, and other costs that are not expected to recur or are of a non-cash nature, including primarily restructuring actions.

Revenue and operating income from continuing operations by reportable segment are shown in the table below for the fiscal years ended:

2023 January 1,

2023 January 2,

The CODM does not evaluate operating segments using discrete asset information and there are no segment assets reported to the CODM.

Accordingly, no segment assets have been reported.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue and operating income, including significant segment expenses, by reportable segment are shown in the table below for the fiscal years ended:

December 29, 2024 December 31, 2023 January 1, 2023

Sciences Diagnostics Total Life Sciences Diagnostics Total Life Sciences Diagnostics Total

(In thousands)

Life Sciences $ 1,292,340 $ 1,292,909 $ 897,718

Diagnostics 1,459,058 2,019,727 2,932,738

Revenue purchase accounting adjustments ( 827 ) ( 814 ) ( 2,648 )

Total revenues $ 2,750,571 $ 3,311,822 $ 3,827,808

Segment revenue $ 1,254,145 $ 1,500,881 $ 2,755,026 $ 1,292,340 $ 1,458,231 $ 2,750,571 $ 1,292,909 $ 2,018,913 $ 3,311,822

Segment cost of revenue 421,035 644,143 431,883 628,001 418,833 710,040

Segment selling, general and administrative expenses 294,789 380,292 280,585 388,638 282,977 399,545

Segment research and development expenses 90,300 104,082 90,523 121,491 87,856 128,157

Segment operating income $ 448,021 $ 372,364 820,385 $ 489,349 $ 320,101 809,450 $ 503,243 $ 781,171 1,284,414

Life Sciences $ 489,349 $ 503,243 $ 281,602

Diagnostics 320,928 781,985 1,432,769

Corporate ( 40,417 ) ( 73,431 ) ( 77,364 )

Subtotal reportable segments 769,860 1,211,797 1,637,007

Corporate expenses ( 41,754 ) ( 40,417 ) ( 73,431 )

Amortization of intangible assets ( 359,376 ) ( 365,113 ) ( 370,638 )

5 unchanged sentences

Restructuring and other, net (17,454) (26,601) (13,580)

Operating income from continuing operations 300,562 742,699 1,258,457

Interest and other expense, net ( 30,615 ) ( 117,586 ) ( 90,862 )

Income from continuing operations before income taxes $ 316,126 $ 182,976 $ 651,837

Additional information relating to the Company’s reportable segments is as follows for the three fiscal years ended December 31, 2023:

Depreciation and Amortization Expense Capital Expenditures

2023 January 1,

2023 January 2,

Depreciation expense included in the Company’s reportable segment operating income and corporate expenses is as follows:

Depreciation Expense

2024 December 31,

2023 January 1,

2023 January 2,

(In thousands) (In thousands)

Life Sciences $ 276,118 $ 263,698 $ 94,700 $ 35,335 $ 41,532 $ 27,818

Diagnostics 153,099 161,394 214,178 39,894 40,671 57,206

Corporate 2,552 1,908 2,565 6,139 3,429 996

Continuing operations $ 431,769 $ 427,000 $ 311,443 $ 81,368 $ 85,632 $ 86,020

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2023 January 1,

(In thousands)

2 unchanged sentences

Corporate 2,271 2,551 1,908

Current and long-term assets of discontinued operations — 1,693,704

Total assets $ 13,564,665 $ 14,129,855

The following geographic area information for continuing operations includes revenue based on location of external customers for the three fiscal years ended December 31, 2023 and net long-lived assets based on physical location as of December 31, 2023 and January 1, 2023:

2023 January 1,

Total depreciation expense $ 68,473 $ 66,655 $ 56,361

The following geographic area information for continuing operations includes revenue based on location of external customers for the three fiscal years ended December 29, 2024 and net long-lived assets based on physical location as of December 29, 2024 and December 31, 2023:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2024 December 31,

2023 January 1,

8 unchanged sentences

Net Long-Lived Assets (1)

2023 January 1,

2024 December 31,

(In thousands)

6 unchanged sentences

Total net long-lived assets $ 745,880 $ 758,876

(1) Long-lived assets consist of property and equipment, net, operating lease right-of-use assets, rental equipment, software and other long-term assets.

(1) Long-lived assets consist of property and equipment, net, operating lease right-of-use assets, rental equipment and other long-term assets.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data