What changed in this filing

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Item 1. Financial Statements

2024-10-31 compared with 2024-08-02 · 270 added, 223 removed, 720 unchanged (41% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

in millions, except per share amounts)

Three months ended Six months ended

2023 June 29,

Three months ended Nine months ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Revenues $ 483.7 $ 448.7 $ 1,450.2 $ 1,271.8

13 unchanged sentences

Income (loss) from discontinued operations, net of tax — — — —

Gain (loss) on disposition of discontinued operations, net of tax ( 1.0 ) ( 2.3 ) ( 1.2 ) 1.4

Income (loss) from discontinued operations, net of tax ( 1.0 ) ( 2.3 ) ( 1.2 ) 1.4

Net income $ 44.2 $ 36.0 $ 93.2 $ 78.8

Basic income per share of common stock:

Loss on disposition of discontinued operations, net of tax ( 0.7 ) ( 56.1 ) ( 1.9 ) ( 54.7 )

Loss from discontinued operations, net of tax ( 0.7 ) ( 56.1 ) ( 1.9 ) ( 54.7 )

Net income (loss) $ 50.2 $ ( 20.4 ) $ 143.4 $ 58.4

Basic income (loss) per share of common stock:

Income from continuing operations $ 1.10 $ 0.78 $ 3.15 $ 2.49

Income (loss) from discontinued operations, net of tax ( 0.02 ) ( 0.05 ) ( 0.03 ) 0.03

Net income per share $ 0.96 $ 0.79 $ 2.02 $ 1.73

Loss from discontinued operations, net of tax ( 0.02 ) ( 1.23 ) ( 0.04 ) ( 1.21 )

Net income (loss) per share $ 1.08 $ ( 0.45 ) $ 3.11 $ 1.28

Weighted-average number of common shares outstanding — basic 46.305 45.608 46.127 45.507

Diluted income per share of common stock:

Diluted income (loss) per share of common stock:

Income from continuing operations $ 1.08 $ 0.76 $ 3.09 $ 2.43

Income (loss) from discontinued operations, net of tax ( 0.02 ) ( 0.05 ) ( 0.02 ) 0.03

Net income per share $ 0.94 $ 0.77 $ 1.99 $ 1.69

Loss from discontinued operations, net of tax ( 0.02 ) ( 1.20 ) ( 0.04 ) ( 1.18 )

Net income (loss) per share $ 1.06 $ ( 0.44 ) $ 3.05 $ 1.25

Weighted-average number of common shares outstanding — diluted 47.265 46.751 47.003 46.560

Comprehensive income $ 38.2 $ 39.2 $ 77.0 $ 83.8

Comprehensive income (loss) $ 65.7 $ ( 32.2 ) $ 142.7 $ 51.6

The accompanying notes are an integral part of these statements.

3 unchanged sentences

in millions, except share data)

September 28,

2024 December 31,

16 unchanged sentences

Deferred income taxes 2.3 4.0

Assets of DBT and Heat Transfer (includes cash and equivalents of $ 4.9 and $ 5.5 at June 29, 2024 and December 31, 2023, respectively) (Note 3)

Assets of DBT and Heat Transfer (includes cash and equivalents of $ 4.6 and $ 5.5 at September 28, 2024 and December 31, 2023, respectively) (Note 3)

TOTAL ASSETS $ 2,806.0 $ 2,439.7

15 unchanged sentences

Stockholders' Equity:

Common stock ( 54,120,924 and 46,289,384 issued and outstanding at June 29, 2024, respectively, and 53,618,720 and 45,674,572 issued and outstanding at December 31, 2023, respectively)

Common stock ( 54,180,614 and 46,349,838 issued and outstanding at September 28, 2024, respectively, and 53,618,720 and 45,674,572 issued and outstanding at December 31, 2023, respectively)

Paid-in capital 1,367.7 1,353.6

1 unchanged sentence

Accumulated other comprehensive income 260.4 261.1

Common stock in treasury ( 7,831,540 and 7,944,148 shares at June 29, 2024 and December 31, 2023, respectively)

Common stock in treasury ( 7,830,776 and 7,944,148 shares at September 28, 2024 and December 31, 2023, respectively)

( 452.1 ) ( 458.9 )

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Three months ended June 29, 2024

Three months ended September 28, 2024

Common Stock Paid-In Capital Retained Earnings Accum.

Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity

Balance at March 30, 2024 $ 0.5 $ 1,351.6 $ 87.3 $ 250.9 $ ( 452.8 ) $ 1,237.5

Balance at June 29, 2024 $ 0.5 $ 1,359.1 $ 131.5 $ 244.9 $ ( 452.2 ) $ 1,283.8

Net income — — 50.2 — — 50.2

Other comprehensive loss, net — — — ( 6.0 ) — ( 6.0 )

Other comprehensive income, net — — — 15.5 — 15.5

Incentive plan activity

3 unchanged sentences

Restricted stock unit vesting — ( 0.1 ) — — 0.1 —

Balance at June 29, 2024 $ 0.5 $ 1,359.1 $ 131.5 $ 244.9 $ ( 452.2 ) $ 1,283.8

Six months ended June 29, 2024

Balance at September 28, 2024 $ 0.5 $ 1,367.7 $ 181.7 $ 260.4 $ ( 452.1 ) $ 1,358.2

Nine months ended September 28, 2024

Common Stock Paid-In Capital Retained Earnings Accum.

8 unchanged sentences

Restricted stock unit vesting — ( 15.9 ) — — 6.8 ( 9.1 )

Balance at June 29, 2024 $ 0.5 $ 1,359.1 $ 131.5 $ 244.9 $ ( 452.2 ) $ 1,283.8

Three months ended July 1, 2023

Common Stock Paid-In Capital Retained Earnings (Deficit) Accum.

Balance at September 28, 2024 $ 0.5 $ 1,367.7 $ 181.7 $ 260.4 $ ( 452.1 ) $ 1,358.2

Three months ended September 30, 2023

Common Stock Paid-In Capital Retained Earnings Accum.

Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity

Balance at April 1, 2023 $ 0.5 $ 1,335.3 $ ( 8.8 ) $ 259.3 $ ( 460.2 ) $ 1,126.1

Net income — — 36.0 — — 36.0

Other comprehensive income, net — — — 3.2 — 3.2

Balance at July 1, 2023 $ 0.5 $ 1,341.5 $ 27.2 $ 262.5 $ ( 459.1 ) $ 1,172.6

Net loss — — ( 20.4 ) — — ( 20.4 )

Other comprehensive loss, net — — — ( 11.8 ) — ( 11.8 )

Incentive plan activity

2 unchanged sentences

— 3.4 — — — 3.4

Restricted stock unit vesting — ( 0.3 ) — — 1.1 0.8

Balance at July 1, 2023 $ 0.5 $ 1,341.5 $ 27.2 $ 262.5 $ ( 459.1 ) $ 1,172.6

Six months ended July 1, 2023

Balance at September 30, 2023 $ 0.5 $ 1,348.0 $ 6.8 $ 250.7 $ ( 459.1 ) $ 1,146.9

Nine months ended September 30, 2023

Common Stock Paid-In Capital Retained Earnings (Deficit) Accum.

2 unchanged sentences

Net income — — 58.4 — — 58.4

Other comprehensive income, net — — — 5.0 — 5.0

Other comprehensive loss, net — — — ( 6.8 ) — ( 6.8 )

Incentive plan activity

3 unchanged sentences

Restricted stock unit vesting — ( 11.6 ) — — 6.4 ( 5.2 )

Balance at July 1, 2023 $ 0.5 $ 1,341.5 $ 27.2 $ 262.5 $ ( 459.1 ) $ 1,172.6

Balance at September 30, 2023 $ 0.5 $ 1,348.0 $ 6.8 $ 250.7 $ ( 459.1 ) $ 1,146.9

The accompanying notes are an integral part of these statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

September 28,

2024 September 30,

Cash flows from (used in) operating activities:

Net income $ 143.4 $ 58.4

Gain (loss) from discontinued operations, net of tax ( 1.2 ) 1.4

Loss from discontinued operations, net of tax ( 1.9 ) ( 54.7 )

Income from continuing operations 145.3 113.1

37 unchanged sentences

Consolidated cash and equivalents, end of period $ 129.4 $ 102.0

Six months ended

Nine months ended

September 28,

2024 September 30,

Components of cash and equivalents:

30 unchanged sentences

(“Ingénia”) which specializes in the design and manufacture of custom air handling units that demand high levels of precision and reliability in healthcare, pharmaceutical, education, food processing and industrial end markets.

We purchased Ingénia for cash consideration of $ 294.1 , net of cash acquired of $ 1.5 .

We purchased Ingénia for cash consideration of $ 292.0 , net of (i) an adjustment to the purchase price of $ 2.1 during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $ 1.5 .

Under the terms of the purchase and sales agreement, the seller is eligible for additional cash consideration of up to Canadian Dollar (“CAD”) 3.0 (or $ 2.2 at the time of acquisition), with payment scheduled to be made in the event certain contingent liabilities do not materialize.

The estimated fair value of such contingent consideration is $ 0.3 , which is reflected as a liability in our condensed consolidated balance sheet as of June 29, 2024.

The estimated fair value of such contingent consideration is $ 0.3 , which is reflected as a liability in our condensed consolidated balance sheet as of September 28, 2024.

The post-acquisition results of Ingénia are reflected within our HVAC reportable segment.

2 unchanged sentences

Actual results could differ from these estimates.

The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (“our 2023 Annual Report on Form 10-K”).

The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in

our Annual Report on Form 10-K for the year ended December 31, 2023 (“our 2023 Annual Report on Form 10-K”).

Interim results are not necessarily indicative of full year results.

3 unchanged sentences

We had one less day in the first quarter of 2024, and will have two more days in the fourth quarter of 2024 than in the respective 2023 periods.

It is not practicable to estimate the impact of the one less day on our consolidated operating results for the six months ended June 29, 2024, when compared to the consolidated operating results for the respective 2023 period.

It is not practicable to estimate the impact of the one less day on our consolidated operating results for the nine months ended September 28, 2024, when compared to the consolidated operating results for the respective 2023 period.

(2) NEW ACCOUNTING PRONOUNCEMENTS

16 unchanged sentences

Acquisition of Ingénia

As indicated in Note 1, on February 7, 2024, we completed the acquisition of Ingénia, for $ 294.1 , net of cash acquired of $ 1.5 .

As indicated in Note 1, on February 7, 2024, we completed the acquisition of Ingénia, for $ 292.0 , net of (i) an adjustment to the purchase price of $ 2.1 during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $ 1.5 .

We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities.

9 unchanged sentences

Intangible assets 97.9

Other assets 2.5

Total assets acquired 345.0

Current liabilities assumed 14.1

Non-current liabilities assumed (1)

Deferred and other income taxes 37.4

Net assets acquired $ 293.5

___________________________

(1) Includes net deferred income tax liabilities and other liabilities of $ 37.8 and $ 0.1 , respectively.

The identifiable intangible assets acquired consis t of technology, customer relationships, trademarks, and customer backlog of $ 46.7 , $ 23.5 , $ 13.9 , and $ 13.8 , respectively, with suc h amounts based on a preliminary assessment of the related fair values.

3 unchanged sentences

We expect no ne of the goodwill described above to be deductible for tax purposes.

We recognized revenues and net income for Ingénia of $ 21.6 and $ 1.7 , and $ 34.1 and $ 2.3 , r espectively, for the three and six months ended June 2 9, 2024 with net income impacted by charges during the three and six months ended June 29, 2024 of (i) $ 5.3 and $ 8.6 , respectively, associated with amortization of the various intangible assets mentioned above and (ii) $ 0.9 and $ 1.8 , respectively, associate d with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Addition ally, during the three and six months ended June 29, 2024, we incurred acquisition-related costs for Ingénia of $ 0.6 and $ 2.9 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations and “Corporate expense” within consolidated operating income, as further described in Note 6.

We recognized revenues and net income for Ingénia of $ 19.7 and $ 1.1 , and $ 53.8 and $ 3.4 , r espectively, for the three and nine months ended September 28 , 2024, with net income impacted by charges during the three and nine months ended September 28, 2024 of (i) $ 5.1 and $ 13.7 , respectively, associated with amortization of the various intangible assets mentioned above and (ii) $ 0.0 and $ 1.8 , respectively, associate d with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Addition ally, during the three and nine months ended September 28, 2024, we incurred acquisition-related costs for Ingénia of $ 0.2 and $ 3.1 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations and “Corporate expense” within consolidated operating income, as further described in Note 6.

Acquisition of ASPEQ

2 unchanged sentences

The excess of the purchase price over the total of the fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed fo r ASPEQ, we engaged a third-party independent valuation specialist.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for ASPEQ, we engaged a third-party independent valuation specialist.

The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for ASPEQ as of June 2, 2023:

15 unchanged sentences

The qualitative factors that comprise the recorded goodwill include expected market growth for ASPEQ’s existing operations, increased volumes achieved by selling ASPEQ’s products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors.

The following unaudited pro forma information presents our condensed consolidated results of operations for the three and six months ended June 29, 2024 and July 1, 2023, respectively, as if the acquisitions of Ingénia and ASPEQ had taken place on January 1, 2023 and January 1, 2022, respectively.

The following unaudited pro forma information presents our condensed consolidated results of operations for the three and nine months ended September 28, 2024 and September 30, 2023, respectively, as if the acquisitions of Ingénia and ASPEQ had taken place on January 1, 2023 and January 1, 2022, respectively.

The unaudited pro forma financial information is not intended to represent or be indicative of our condensed consolidated results of operations that would have been reported had the acquisitions been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations.

1 unchanged sentence

however, these results do not include any anticipated cost savings or expenses of the planned integration of Ingénia and ASPEQ.

These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, adjustments to reflect charges associated with acquisition and integration-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred during the first quarter of 2023 for Ingénia and first quarter of 2022 for ASPEQ, and the related income tax effects.

Three months ended Six months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, adjustments to reflect charges associated with acquisition and integration-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred beginning in the first quarter of 2023 for Ingénia and first quarter of 2022 for ASPEQ, and the related income tax effects.

Three months ended Nine months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Revenues $ 483.7 $ 462.5 $ 1,458.2 $ 1,366.1

Income from continuing operations 52.0 34.9 151.3 100.7

Net income 48.0 33.8 98.1 67.2

Net income (loss) 51.3 ( 21.2 ) 149.4 46.0

Income from continuing operations per share of common stock:

1 unchanged sentence

Diluted $ 1.10 $ 0.75 $ 3.22 $ 2.16

Net income per share of common stock:

Net income (loss) per share of common stock:

Basic $ 1.11 $ ( 0.46 ) $ 3.24 $ 1.01

9 unchanged sentences

It also provides that the underlying subcontracts are terminated and all obligations of both parties under the subcontracts have been satisfied in full.

In connection with the Settlement Agreement, we incurred a charge, net of tax, of $ 54.2 during the three months ended September 30, 2023.

The charge included the write-off of $ 15.2 in net amounts due from MHI.

Such charge is included in “Loss on disposition of discontinued operations, net of tax” for the three and nine months ended September 30, 2023.

Prior to the Settlement Agreement, on February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT against MHI related to costs incurred in connection with delays on two units of the Kusile project.

2 unchanged sentences

In March 2023, an arbitration tribunal upheld the decision of the dispute adjudication panel.

As a result, South African Rand 126.6 (or $ 7.0 ) was recorded as income during the first quarter of 2023, with such amount recorded within “Gain (loss) on disposition of discontinued operations, net of tax.” Further, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $ 1.3 of legal costs incurred related to the arbitration.

As a result, South African Rand 126.6 (or $ 7.0 ) was recorded as income during the first quarter of 2023, with such amount recorded within “Loss on disposition of discontinued operations, net of tax.” Additionally, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $ 1.3 of legal costs incurred related to the arbitration.

Such amount was recorded to “Loss on disposition of discontinued operations, net of tax” during the second quarter of 2023 with the cash payment received during the nine months ended September 30, 2023.

Additionally, in May 2023, a separate arbitration tribunal ruled DBT was entitled to recover $ 5.5 of legal costs incurred related to another prior arbitration.

Such amounts were recorded within “Gain (loss) on disposition of discontinued operations, net of tax” during the quarter ended July 1, 2023.

The assets and liabilities of DBT have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the condensed consolidated balance sheets as of June 29, 2024 and December 31, 2023 .

The major line items constituting DBT ’ s assets and liabilities as of June 29, 2024 and December 31, 2023 are shown below:

June 29, 2024 December 31, 2023

Such amount was recorded within “Loss on disposition of discontinued operations, net of tax” during the second quarter of 2023 with the cash payment received during the nine months ended September 30, 2023 .

The major line items constituting DBT ’ s assets and liabilities as of September 28, 2024 and December 31, 2023 are shown below:

September 28, 2024 December 31, 2023

Cash and equivalents $ 4.6 $ 5.5

8 unchanged sentences

Accounts payable (1)(2)

$ 27.1 $ 26.9

Contract liabilities (1)

3 unchanged sentences

___________________________

(1) Recorded amounts relate primarily to disputed amounts due to or from a subcontractor engaged by DBT during the Kusile project, that is currently in liquidation.

(1) Balances relate primarily to disputed amounts due to or from a subcontractor engaged by DBT during the Kusile project, that is currently in liquidation.

The timing of the ultimate resolution of these matters is uncertain as they are likely to occur as part of the liquidation process.

(2) Includes DBT's remaining obligation under the Settlement Agreement to make a payment to MHI of South African Rand 480.9 (or $ 26.4 and $ 26.2 at June 29, 2024 and December 31, 2023, respectively), due in September 2024.

In connection with this remaining

obligation, we entered into a foreign currency forward contract which we are accounting for as a fair value hedge.

(2) At December 31, 2023, the balance included DBT's remaining obligation under the Settlement Agreement to make a payment to MHI of South African Rand 480.9 (or $ 26.2 at December 31, 2023), which was paid ($ 27.1 at the time of payment) during the third quarter of 2024.

In connection with this remaining obligation, we entered into a foreign currency forward contract which we accounted for as a fair value hedge and matured at the time of the final payment to MHI.

The resulting cash received of $ 2.0 is presented within “Net cash used in discontinued operations” within the condensed consolidated statement of cash flows for the nine months ended September 28, 2024.

Refer to Note 13 for additional details.

There are no further payment obligations to MHI under the terms of the Settlement Agreement.

Wind-Down of the Heat Transfer Business

1 unchanged sentence

As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all periods presented.

The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of June 29, 2024 and December 31, 2023.

The major line items constituting Heat Transfer’s assets and liabilities as of June 29, 2024 and December 31, 2023 are shown below:

June 29, 2024 December 31, 2023

The major line items constituting Heat Transfer’s assets and liabilities as of September 28, 2024 and December 31, 2023 are shown below:

September 28, 2024 December 31, 2023

Other current assets $ 0.3 $ 0.3

6 unchanged sentences

As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.

For the three and six months ended June 29, 2024 and July 1, 2023, results of operations from our businesses reported as discontinued operations were as follows:

Three months ended Six months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Income (loss) from discontinued operations (1)

For the three and nine months ended September 28, 2024 and September 30, 2023, results of operations from our businesses reported as discontinued operations were as follows:

Three months ended Nine months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Loss from discontinued operations (1)

$ ( 0.6 ) $ ( 69.2 ) $ ( 1.2 ) $ ( 68.6 )

Income tax (provision) benefit ( 0.2 ) 0.2 — 0.9

Income (loss) from discontinued operations, net ( 0.6 ) ( 2.2 ) ( 0.6 ) 1.5

Income tax benefit — 13.2 — 14.1

Loss from discontinued operations, net ( 0.6 ) ( 56.0 ) ( 1.2 ) ( 54.5 )

Loss from discontinued operations (2)

2 unchanged sentences

Loss from discontinued operations, net ( 0.1 ) ( 0.1 ) ( 0.7 ) ( 0.2 )

Income (loss) from discontinued operations ( 0.6 ) ( 2.5 ) ( 1.0 ) 0.5

Income tax (provision) benefit ( 0.4 ) 0.2 ( 0.2 ) 0.9

Income (loss) from discontinued operations, net $ ( 1.0 ) $ ( 2.3 ) $ ( 1.2 ) $ 1.4

Loss from discontinued operations ( 0.7 ) ( 69.3 ) ( 1.7 ) ( 68.8 )

Income tax benefit (provision) — 13.2 ( 0.2 ) 14.1

Loss from discontinued operations, net $ ( 0.7 ) $ ( 56.1 ) $ ( 1.9 ) $ ( 54.7 )

________________________________

(1) Income for the six months ended July 1, 2023 resulted primarily from income recorded in connection with the dispute resolutions mentioned above, partially offset by legal costs incurred in connection with various dispute resolution matters that existed prior to the Settlement Agreement.

Loss for the three months ended July 1, 2023 resulted primarily from net legal costs incurred in connection with various dispute resolution matters that existed prior to the Settlement Agreement.

(2) Loss for the three and six months ended June 29, 2024 and July 1, 2023 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions.

(1) Loss for the three and nine months ended September 30, 2023 resulted primarily from the charge, and related income tax impacts, recorded in connection with the Settlement Agreement referred to above and legal costs incurred in connection with the various dispute resolution matters.

This loss for the nine months ended September 30, 2023 was partially offset by the arbitration awards received, which are discussed above.

(2) Loss for the three and nine months ended September 28, 2024 and September 30, 2023 resulted primarily from revisions to liabilities retained in connection with prior dispositions.

Net cash used in discontinued operations for the nine months ended September 28, 2024 related primarily to the final cash payment of South African Rand 480.9 ($ 27.1 at time of payment) made by DBT to MHI during the three months ended September 28, 2024 in connection with the Settlement Agreement, partially offset by $ 2.0 from the foreign currency forward contract mentioned above.

Net cash used in discontinued operations for the nine months ended September 30, 2023 related primarily to (i) cash payments of $ 25.3 made by DBT to MHI during the three months ended September 30, 2023 in connection with the Settlement Agreement, (ii) disbursements of $ 14.5 for professional fees and support costs incurred principally in connection with the claims resolved by the Settlement Agreement, and (iii) local taxes of $ 3.8 paid in South Africa, which we subsequently recovered during the fourth quarter of 2023, partially offset by recovery of legal costs we were awarded in arbitration proceeds between DBT and MHI of $ 6.8 mentioned above.

(4) REVENUES FROM CONTRACTS

Disaggregated Revenues

We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and six months ended June 29, 2024 and July 1, 2023:

Three months ended June 29, 2024

Three months ended September 28, 2024

Reportable Segments HVAC Detection and Measurement Total

9 unchanged sentences

$ 335.3 $ 148.4 $ 483.7

Six months ended June 29, 2024

Nine months ended September 28, 2024

Reportable Segments HVAC Detection and Measurement Total

9 unchanged sentences

$ 994.2 $ 456.0 $ 1,450.2

Three months ended July 1, 2023

Three months ended September 30, 2023

Reportable Segments HVAC Detection and Measurement Total

9 unchanged sentences

$ 289.2 $ 159.5 $ 448.7

Six months ended July 1, 2023

Nine months ended September 30, 2023

Reportable Segments HVAC Detection and Measurement Total

14 unchanged sentences

On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our condensed consolidated balance sheets.

Our contract balances consisted of the following as of June 29, 2024 and December 31, 2023:

Contract Balances June 29, 2024 December 31, 2023 Change

Our contract balances consisted of the following as of September 28, 2024 and December 31, 2023:

Contract Balances September 28, 2024 December 31, 2023 Change

Contract Accounts Receivable (1)

10 unchanged sentences

In general, we receive payments from customers based on a billing schedule established in our contracts.

During the three and six months ended June 29, 2024, changes in contract balances were not materially impacted by any other factors besides the acquisition of Ingénia.

At June 29, 2024, contract account receivables and current contract liabilities attributable to Ingénia were $ 20.0 and $ 0.5 , respectively.

During the three and six months ended June 29, 2024, we recognized revenues of $ 14.2 and $ 40.7 , respectively, related to our contract liabilities at December 31, 2023.

During the three and nine months ended September 28, 2024, changes in contract balances were not materially impacted by any other factors besides the acquisition of Ingénia.

At September 28, 2024, contract account receivables and current contract liabilities attributable to Ingénia were $ 23.9 and $ 0.3 , respectively.

During the three and nine months ended September 28, 2024, we recognized revenues of $ 7.0 and $ 47.7 , respectively, related to our contract liabilities at December 31, 2023.

Performance Obligations

As of June 29, 2024, the aggre gate amount all ocated to remaining performance obligations was $ 137.1 .

As of September 28, 2024, the aggre gate amount allocated to remaining performance obligations was $ 127.0 .

We expect to recognize revenue on approximately 67 % and 81 % of these remaining performance obligations o ver the next 12 and 24 months, respectively, with the remaining recognized thereafter.

There have been no material changes to our finance leases during the three and six months ended June 29, 2024.

During the six months ended June 29, 2024, we obtained operating lease right-of-use assets in exchange for new lease obligations of $ 15.8 , recorded as a non-cash activity within the condensed consolidated statement of cash flows.

There have been no material changes to our finance leases during the three and nine months ended September 28, 2024.

During the nine months ended September 28, 2024, we obtained operating lease right-of-use assets in exchange for new lease obligations of $ 17.2 , recorded as a non-cash activity within the condensed consolidated statement of cash flows.

Supplemental balance sheet information related to operating leases is as follows:

June 29, 2024 December 31, 2023

September 28, 2024 December 31, 2023

Operating Leases:

4 unchanged sentences

Total operating lease liability $ 48.6 $ 39.8

The weighted average remaining lease term (years) of our operating leases as of June 29, 2024 and December 31, 2023, were as follows:

June 29, 2024 December 31, 2023

The weighted average remaining lease term (years) of our operating leases as of September 28, 2024 and December 31, 2023, were as follows:

September 28, 2024 December 31, 2023

Operating Leases 6.0 5.5

2 unchanged sentences

We concluded to apply the incremental borrowing rate at a consolidated portfolio level using a five-year term, as the results did not materially differ upon further stratification.

The weighted-average discount rate for our operating leases was 3.8 % and 3.2 % at June 29, 2024 and December 31, 2023, respectively.

The future minimum payments under our operating leases were as follows as of June 29, 2024:

The weighted-average discount rate for our operating leases was 3.9 % and 3.2 % at September 28, 2024 and December 31, 2023, respectively.

The future minimum payments under our operating leases were as follows as of September 28, 2024:

Operating Leases

20 unchanged sentences

Corporate Expense

Corporate expense generally relates to the operating cost of our Charlotte, North Carolina corporate headquarters.

Financial data for our reportable segments for the three and six months ended June 29, 2024 and July 1, 2023 are presented below:

Three months ended Six months ended

2023 June 29,

Corporate expense generally relates to the personnel and general operating cost of our corporate headquarters based in Charlotte, North Carolina.

Financial data for our reportable segments for the three and nine months ended September 28, 2024 and September 30, 2023 are presented below:

Three months ended Nine months ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

HVAC reportable segment $ 335.3 $ 289.2 $ 994.2 $ 809.8

13 unchanged sentences

________________________________

(1) Represents certain integration costs incurred of $ 2.3 and $ 4.9 during the three and six months ended June 29, 2024, respectively, and $ 1.5 and $ 2.1 during the three and six months ended July 1, 2023, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the Ingénia acquisition of $ 0.9 and $ 1.8 during the three and six months ended June 29, 2024, respectively, and the ASPEQ acquisition of $ 1.1 during the three and six months ended July 1, 2023.

(1) Represents integration costs incurred of $ 1.4 and $ 6.3 during the three and nine months ended September 28, 2024, respectively, and $ 2.9 and $ 5.0 during the three and nine months ended September 30, 2023, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the Ingénia acquisition of $ 1.8 during nine months ended September 28, 2024, and the ASPEQ acquisition of $ 2.5 and $ 3.6 during the three and nine months ended September 30, 2023, respectively.

(2) Represents a charge of $ 8.4 related to a settlement with the seller of ULC Robotics (“ULC”) regarding additional contingent consideration.

(7) SPECIAL CHARGES, NET

Special charges, net, for the three and six months ended June 29, 2024 and July 1, 2023 are described in more detail below:

Three months ended Six months ended

2023 June 29,

Special charges, net, for the three and nine months ended September 28, 2024 and September 30, 2023 are described in more detail below:

Three months ended Nine months ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

HVAC reportable segment $ — $ — $ 0.2 $ —

1 unchanged sentence

Total $ 0.5 $ — $ 0.9 $ —

HVAC — Special charges, net for the three and six months ended June 29, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with a restructuring action at one of the segment's cooling businesses.

Detection and Measurement — Special charges, net for the three and six months ended June 29, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at the segment's inspection and rehabilitation and aids to navigation businesses.

No significant future charges are expected to be incurred under actions approved as of June 29, 2024.

The following is an analysis of our restructuring liabilities for the six months ended June 29, 2024 and July 1, 2023:

Six months ended

HVAC — Special charges, net for the nine months ended September 28, 2024 related primarily to recording severance costs associated with a restructuring action at one of the segment’s cooling businesses.

Detection and Measurement — Special charges, net for the three and nine months ended September 28, 2024 related primarily to recording severance costs associated with a restructuring action at the segment’s location and inspection businesses.

In addition, special charges, net for the nine months ended September 28, 2024 included severance costs associated with a restructuring action at the segment’s aids to navigation business.

No significant future charges are expected to be incurred under actions approved as of September 28, 2024.

The following is an analysis of our restructuring liabilities for the nine months ended September 28, 2024 and September 30, 2023:

Nine months ended

September 28,

2024 September 30,

Balance at beginning of year $ 0.7 $ —

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(8) INVENTORIES, NET

Inventories are accounted for under the first-in, first-out method and are comprised of the following at June 29, 2024 and December 31, 2023:

Inventories are accounted for under the first-in, first-out method and are comprised of the following at September 28, 2024 and December 31, 2023:

September 28,

2024 December 31,

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(9) GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the six months ended June 29, 2024 were as follows:

The changes in the carrying amount of goodwill for the nine months ended September 28, 2024 were as follows:

2023 Goodwill

1 unchanged sentence

Combinations (1)

Translation June 29,

Translation September 28,

HVAC reportable segment

10 unchanged sentences

__________________________

(1) Reflects (i) goodwill acquired with the Ingénia acquisition o f $ 141.6 and (ii) an increase in ASPEQ and TAMCO goodwill of $ 3.9 and $ 1.7 , respectively, resulting from revisions to the valuation of certain assets and liabilities.

(1) Reflects (i) goodwill acquired with the Ingénia acquisition of $ 142.6 and (ii) an increase in ASPEQ and TAMCO goodwill of $ 3.9 and $ 1.7 , respectively, resulting from revisions to the valuation of certain assets and liabilities.

As indicated in Notes 1 and 3, the acquired assets, including goodwill, and liabilities assumed in the In génia acquisition have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.

Other Intangibles, Net

Identifiable intangible assets at June 29, 2024 and December 31, 2023 comprised the following:

June 29, 2024 December 31, 2023

Identifiable intangible assets at September 28, 2024 and December 31, 2023 comprised the following:

September 28, 2024 December 31, 2023

Value Accumulated

13 unchanged sentences

In connection with the acquisition of Ingénia, which has definite-lived intangible assets as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $ 66.0 for the full year 2024, $ 54.0 for 2025, and $ 53.0 for each of the three years thereafter.

At June 29, 2024, the net carrying value of intangible assets with determinable lives consisted of $ 408.8 in the HVAC reportable segment and $ 113.5 in the Detection and Measurement reportable segment.

At June 29, 2024, trademarks with indefinite lives consisted of $ 156.6 in the HVAC reportable segment and $ 63.8 in the Detection and Measurement reportable segment.

At September 28, 2024, the net carrying value of intangible assets with determinable lives consisted of $ 398.6 in the HVAC reportable segment and $ 110.6 in the Detection and Measurement reportable segment.

At September 28, 2024, trademarks with indefinite lives consisted of $ 156.8 in the HVAC reportable segment and $ 64.7 in the Detection and Measurement reportable segment.

We review goodwill and indefinite-lived intangible assets for impairment annually during th e fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter.

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and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.

The fair value of the assets related to the ASPEQ and Ingénia acquisitions approximate their respective carrying values.

If ASPEQ and Ingénia are unable to achieve their current financial forecast, we may be required to record an impairment charge in a future period related to their goodwill or indefinite-lived intangible assets.

As of June 29, 2024, ASPEQ and Ingénia's goodwill totaled $ 195.0 and $ 139.4 , respectively, and indefinite-lived intangible assets totaled $ 51.5 for ASPEQ.

The fair value of the assets related to the Ingénia acquisition approximates its carrying value.

If Ingénia is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related to its goodwill.

As of September 28, 2024, Ingénia's goodwill totaled $ 142.9 .

We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis, if there are indications of potential impairment.

3 unchanged sentences

The following is an analysis of our product warranty accrual for the periods presented:

10 Six months ended

10 Nine months ended

September 28,

2024 September 30,

Balance at beginning of year $ 37.9 $ 34.7

2 unchanged sentences

Usage ( 10.4 ) ( 10.4 )

Currency translation adjustment — ( 0.1 )

Balance at end of period 42.9 36.7

4 unchanged sentences

Domestic Pension Plans

Three months ended Six months ended

2023 June 29,

Three months ended Nine months ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Service cost $ — $ — $ — $ —

3 unchanged sentences

Foreign Pension Plans

Three months ended Six months ended

2023 June 29,

Three months ended Nine months ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Service cost $ — $ — $ — $ —

3 unchanged sentences

Postretirement Plans

Three months ended Six months ended

2023 June 29,

Three months ended Nine months ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Service cost $ — $ — $ — $ —

3 unchanged sentences

(12) INDEBTEDNESS

The following summarizes our debt activity (both current and non-current) for the six months ended June 29, 2024:

The following summarizes our debt activity (both current and non-current) for the nine months ended September 28, 2024:

2023 Borrowings Repayments Other (5)

September 28,

Revolving loans (1)

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___________________________

(1) While the revolving credit facility extends through August 2027 under the terms of our senior credit agreement, it is available in notes that mature, but may be reissued upon maturity, over varying terms of twelve months or less.

The revolving credit facility, classified within short-term debt, is primarily used to provide liquidity for general corporate and business needs or for funding acquisitions.

The revolving credit facility was utilized as the primary funding mechanism for the Ingénia acquisition.

(1) The revolving credit facility extends through August 2027 under the terms of our senior credit agreement and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as the primary funding mechanism for the Ingénia acquisition.

(2) The term loans are repayable in quarterly installments equal to 0.625 % of the initial balances of $ 545.0 , in each of the first three quarters of 2024, and 1.25 % during the fourth quarter of 2024, all quarters of 2025 and 2026, and the first two quarters of 2027.

The remaining balances are payable in full on August 12, 2027.

Balances are net of unamortized debt issuance costs of $ 1.5 and $ 1.7 at June 29, 2024 and December 31, 2023, respectively.

Balances are net of unamortized debt issuance costs of $ 1.3 and $ 1.7 at September 28, 2024 and December 31, 2023, respectively.

(3) Under this arrangement, we can borrow, on a continuous basis, up to $ 100.0 , as available.

Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses.

At June 29, 2024, we had $ 5.0 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $ 55.0 .

(4) Primarily includes balances under a purchase card program of $ 1.3 and $ 1.9 and finance lease obligations of $ 0.7 and $ 0.5 at June 29, 2024 and December 31, 2023, respectively.

At September 28, 2024, we had $ 17.5 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $ 47.0 .

(4) Primarily includes balances under a purchase card program of $ 1.4 and $ 1.9 and finance lease obligations of $ 0.9 and $ 0.5 at September 28, 2024 and December 31, 2023, respectively.

The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program.

3 unchanged sentences

A detailed description of our senior credit facilities is included in our 2023 Annual Report on Form 10-K.

At June 29, 2024, we had $ 288.9 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $ 200.0 and $ 11.1 reserved for outstanding letters of credit.

In addition, at June 29, 2024, we had $ 6.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 18.6 reserved for outstanding letters of credit.

The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 6.9 % at June 29, 2024.

At June 29, 2024, we were in compliance with all covenants of our senior credit agreement.

On August 30, 2024, we entered into a Second Amendment to the Amended and Restated Credit Agreement and Incremental Facility Activation Notice (the “Second Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), the lenders party thereto, and certain domestic subsidiaries of the Company, as guarantors, which amends our Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, the “Credit Agreement”) with the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent.

The Second Amendment increases the aggregate revolving credit commitments under the Credit Agreement from $ 500.0 to $ 1,000.0 and makes certain conforming changes and other amendments to the Credit Agreement.

We expect to utilize the increased revolving credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.

In connection with the Second Amendment, we recorded $ 2.6 of debt issuance costs classified within “Other assets” on the condensed consolidated balance sheet as of September 28, 2024.

At September 28, 2024, we had $ 834.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facilities of $ 155.0 and $ 11.0 reserved for outstanding letters of

In addition, at September 28, 2024, we had $ 8.9 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 16.1 reserved for outstanding letters of credit.

The weighted-average interest rate of outstanding borrowings under the Credit Agreement was approximately 6.5 % at September 28, 2024.

At September 28, 2024, we were in compliance with all covenants of the Credit Agreement.

Other Borrowings and Financing Activities

During the third quarter of 2024, we renewed, and increased the capacity of, our trade receivables financing agreement for the next 12 months, whereby we can borrow, on a continuous basis, up to $ 100.0 , as available.

Company-owned Life Insurance

The Company has investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date.

Changes in the cash surrender value during the period are recorded as a gain or loss

within “Other income (expense), net” within our condensed consolidated statements of operations.

Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our condensed consolidated statements of operations.

The Company has the ability to borrow against a portion of its investment in the COLI policies as an additional source of liquidity.

During the quarter ended June 29, 2024, the Company borrowed $ 41.2 against the cash surrender value of these COLI policies.

During the first nine months of 2024, the Company borrowed $ 41.2 against the cash surrender value of these COLI policies.

Such borrowings were primarily used to pay down amounts payable under the revolving credit facility.

The amounts borrowed incur interest at a rate of 5.3 %.

The cash surrender value of the Company’s investments in COLI assets, net of the aforementioned borrowing, was $ 34.9 and $ 76.7 at June 29, 2024 and December 31, 2023, respectively, recorded in “Other assets” on the condensed consolidated balance sheets.

The cash surrender value of the Company’s investments in COLI assets, net of the aforementioned borrowing, was $ 34.0 and $ 76.7 at September 28, 2024 and December 31, 2023, respectively, recorded in “Other assets” on the condensed consolidated balance sheets.

(13) DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swaps

We maintain interest rate swap agreements (“Swaps”) that have a remaining notional amount of $ 212.5 , cover the period through November 202 4, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 1.077 %, plus the applicable margin.

We have designated, and are accounting for, our Swaps as cash flow hedges.

As of June 29, 2024 and December 31, 2023 , the unrealized gain, net of tax, recorded in accumulated other comprehensive income ( “ AOCI ”) was $ 2.9 and $ 5.7 , respectively.

In addition, the fair value of our Swaps, recorded as a current asset, was $ 3.8 and $ 7.5 as of June 29, 2024 and December 31, 2023, respectively.

Changes in the fair value of our Swaps are reclassified into earnings, as a component of interest expense, when the forecasted transaction impacts earnings.

We maintain interest rate swap agreements (“Initial Swaps”) that have a remaining notional amount of $ 212.5 , cover the period through November 202 4, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 1.077 %, plus the applicable margin.

In September 2024, commensurate with the Second Amendment, we entered into additional interest rate swap agreements (“Additional Swaps”).

The Additional Swaps have a notional amount of $ 531.4 , cover the period from December 2024 to June 2026, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 3.58 %, plus the applicable margin.

We have designated, and are accounting for, our Initial Swaps and Additional Swaps as cash flow hedges.

As of September 28, 2024 and December 31, 2023 , the unrealized gain (loss), net of tax, recorded in accumulated other comprehensive income ( “ AOCI ”) was $( 0.3 ) and $ 5.7 , respectively.

In addition, as of September 28, 2024 and December 31, 2023, the fair value of our interest rate swap agreements was a net liability of $ 0.6 (with $ 2.1 recorded as a current asset, $ 0.3 as a current liability, and $ 2.4 as a non-current liability) and a current asset of $ 7.5 , respectively.

Changes in the fair value of our interest rate swap agreements are reclassified into earnings, as a component of interest expense, when the forecasted transaction impacts earnings.

Currency Forward Contracts

3 unchanged sentences

From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”).

We had FX forward contracts with an aggregate notional amount of $ 8.0 and $ 9.4 outstanding as of June 29, 2024 and December 31, 2023, respectively, with all of the $ 8.0 scheduled to mature within one year.

The fair value of our FX forward contracts was less than $ 0.1 at June 29, 2024 and December 31, 2023.

In addition to the above, we entered FX forward contracts associated with the Settlement Agreement, to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $ 24.9 at the time of execution) and a fair value of $ 1.5 and $ 1.3 at June 29, 2024 and December 31, 2023, respectively, which are included within “Assets of DBT and Heat Transfer” on the condensed consolidated balance sheets.

All of these FX forward contracts are scheduled to mature within one year.

Certain of our FX forward contracts are designated as cash flow hedges.

Changes in these derivatives’ fair value are included in AOCI and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings.

In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.

We had FX forward contracts with an aggregate notional amount of $ 14.0 and $ 9.4 outstanding as of September 28, 2024 and December 31, 2023, respectively, with all of the $ 14.0 scheduled to mature within one year.

There were no unrealized

gains/losses recorded in AOCI related to FX forward contracts designated as cash flow hedges as of September 28, 2024.

The fair value of our FX forward contracts was less than $ 0.1 at September 28, 2024 and December 31, 2023.

In addition to the above, we entered FX forward contracts associated with the Settlement Agreement, to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $ 24.9 at the time of execution) and a fair value of $ 1.3 at December 31, 2023, which was included within “Assets of DBT and Heat Transfer” on the condensed consolidated balance sheet.

These FX forward contracts matured during the quarter ended September 28, 2024 commensurate with the final payment under the Settlement Agreement, resulting in cash received of $ 2.0 presented within “Net cash used in discontinued operations” within the condensed consolidated statement of cash flows for the nine months ended September 28, 2024.

Refer to Note 3 for additional details.

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The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share:

Three months ended Six months ended

2023 June 29,

Three months ended Nine months ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Weighted-average number of common shares used in basic income per share 46.305 45.608 46.127 45.507

1 unchanged sentence

Weighted-average number of common shares and dilutive securities used in diluted income per share 47.265 46.751 47.003 46.560

The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.155 and 0.283 , r espectively, for the three mon ths ended June 29, 2024, and 0.137 and 0.305 , respectively, for the six months ended June 29, 2024.

The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.228 and 0.535 , respectively, for the three months ended July 1, 2023, and 0.198 and 0.529 , respectively, for the six months ende d July 1, 2023 .

The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.126 and 0.248 , r espectively, for the three mon ths ended September 28, 2024, and 0.134 and 0.290 , respectively, for the nine months ended September 28, 2024.

The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.184 and 0.488 , respectively, for the three months ended September 30, 2023, and 0.191 and 0.521 , respectively, for the nine months ende d September 30, 2023 .

Long-Term Incentive Compensation

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Effective May 14, 2024, we granted 0.008 RSU’s to our non-employee directors, which vest in their entirety immediately prior to the annual meeting of stockholders in May 2025.

C ompensation expense within income from continuing operations related to long-term incentive awards totaled $ 3.7 and $ 3.5 for the three months ended June 29, 2024 and July 1, 2023 , respectively, an d $ 7.0 an d $ 6.6 for the six months ended June 29, 2024 and July 1, 2023 , respectively.

The related tax benefit w as $ 0.6 for the three months ended June 29, 2024 and July 1, 2023 and $ 1.2 and $ 1.1 for the six months e nded June 29, 2024 and July 1, 2023 , respectively.

C ompensation expense within income from continuing operations related to long-term incentive awards totaled $ 4.0 and $ 3.4 for the three months ended September 28, 2024 and September 30, 2023 , respectively, an d $ 11.0 an d $ 10.0 for the nine months ended September 28, 2024 and September 30, 2023 , respectively.

The related tax benefit w as $ 0.7 and $ 0.6 for the three months ended September 28, 2024 and September 30, 2023, respectively, and $ 1.9 and $ 1.7 for the nine months e nded September 28, 2024 and September 30, 2023 , respectively.

Repurchases of Common Stock

On May 14, 2024, our Board of Directors authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $ 100.0 of our common stock, subject to maintaining compliance with all covenants of our senior credit agreement.

No share repurchases were effected pursuant to this and prior authorizations during the three and six months ended June 29, 2024.

No share repurchases were effected pursuant to this and prior authorizations during the three and nine months ended September 28, 2024.

Accumulated Other Comprehensive Income

The changes in the components of AOCI, net of tax, for the three months ended June 29, 2024 were as follows:

Adjustment Net Unrealized Gains

on Qualifying Cash

The changes in the components of AOCI, net of tax, for the three months ended September 28, 2024 were as follows:

Adjustment Net Unrealized Gains (Losses) on Qualifying Cash

Flow Hedges (1)

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Amounts reclassified from accumulated other comprehensive income — ( 1.7 ) ( 0.6 ) ( 2.3 )

Current-period other comprehensive loss ( 3.9 ) ( 1.5 ) ( 0.6 ) ( 6.0 )

Current-period other comprehensive income (loss) 19.3 ( 3.2 ) ( 0.6 ) 15.5

Balance at end of period $ 258.1 $ ( 0.3 ) $ 2.6 $ 260.4

__________________________

(1) Net of tax provision o f $ 0.8 and $ 1.4 as of June 29, 2024 and March 30, 2024, respectively.

(2) Net of tax provision of $ 1.4 and $ 1.6 as of June 29, 2024 and March 30, 2024, respectively.

The balances as of June 29, 2024 and March 30, 2024 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the six months ended June 29, 2024 were as follows:

Adjustment Net Unrealized Gains

on Qualifying Cash

(1) Net of tax provision (benefit) o f $ ( 0.3 ) and $ 0.8 as of September 28, 2024 and June 29, 2024, respectively.

(2) Net of tax provision of $ 1.2 and $ 1.4 as of September 28, 2024 and June 29, 2024, respectively.

The balances as of September 28, 2024 and June 29, 2024 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the nine months ended September 28, 2024 were as follows:

Adjustment Net Unrealized Gains (Losses) on Qualifying Cash

Flow Hedges (1)

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Amounts reclassified from accumulated other comprehensive income — ( 5.2 ) ( 1.8 ) ( 7.0 )

Current-period other comprehensive loss ( 12.2 ) ( 2.8 ) ( 1.2 ) ( 16.2 )

Current-period other comprehensive income (loss) 7.1 ( 6.0 ) ( 1.8 ) ( 0.7 )

Balance at end of period $ 258.1 $ ( 0.3 ) $ 2.6 $ 260.4

__________________________

(1) Net of tax provision of $ 0.8 a nd $ 1.8 as of June 29, 2024 and December 31, 2023, respectively.

(2) Net of tax provision of $ 1.4 and $ 1.8 as of June 29, 2024 and December 31, 2023, respectively.

The balances as of June 29, 2024 and December 31, 2023 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the three months ended July 1, 2023 were as follows:

(1) Net of tax provision (benefit) of $( 0.3 ) and $ 1.8 as of September 28, 2024 and December 31, 2023, respectively.

(2) Net of tax provision of $ 1.2 and $ 1.8 as of September 28, 2024 and December 31, 2023, respectively.

The balances as of September 28, 2024 and December 31, 2023 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the three months ended September 30, 2023 were as follows:

Adjustment Net Unrealized Gains

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Balance at beginning of period $ 247.4 $ 9.2 $ 5.9 $ 262.5

Other comprehensive income before reclassifications 3.9 1.8 — 5.7

Other comprehensive income (loss) before reclassifications ( 10.0 ) 0.7 — ( 9.3 )

Amounts reclassified from accumulated other comprehensive income — ( 1.8 ) ( 0.7 ) ( 2.5 )

Current-period other comprehensive income (loss) 3.9 0.1 ( 0.8 ) 3.2

Current-period other comprehensive loss ( 10.0 ) ( 1.1 ) ( 0.7 ) ( 11.8 )

Balance at end of period $ 237.4 $ 8.1 $ 5.2 $ 250.7

__________________________

(1) Net of tax provision of $ 3.1 as of July 1, 2023 and April 1, 2023.

(2) Net of tax provision of $ 2.2 and $ 2.4 as of July 1, 2023 and April 1, 2023, respectively.

The balances as of July 1, 2023 and April 1, 2023 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the six months ended July 1, 2023 were as follows:

(1) Net of tax provision of $ 2.7 and $ 3.1 as of September 30, 2023 and July 1, 2023.

(2) Net of tax provision of $ 1.9 and $ 2.2 as of September 30, 2023 and July 1, 2023, respectively.

The balances as of September 30, 2023 and July 1, 2023 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the nine months ended September 30, 2023 were as follows:

Adjustment Net Unrealized Gains

4 unchanged sentences

Balance at beginning of period $ 239.1 $ 11.0 $ 7.4 $ 257.5

Other comprehensive income before reclassifications 8.3 1.5 — 9.8

Other comprehensive income (loss) before reclassifications ( 1.7 ) 2.2 — 0.5

Amounts reclassified from accumulated other comprehensive income — ( 5.1 ) ( 2.2 ) ( 7.3 )

Current-period other comprehensive income (loss) 8.3 ( 1.8 ) ( 1.5 ) 5.0

Current-period other comprehensive loss ( 1.7 ) ( 2.9 ) ( 2.2 ) ( 6.8 )

Balance at end of period $ 237.4 $ 8.1 $ 5.2 $ 250.7

__________________________

(1) Net of tax provision of $ 3.1 and $ 3.7 as of July 1, 2023 and December 31, 2022, respectively.

(2) Net of tax provision of $ 2.2 and $ 2.7 as of July 1, 2023 and December 31, 2022, respectively.

The balances as of July 1, 2023 and December 31, 2022 include unamortized prior service credits.

The following summarizes amounts reclassified from each component of AOCI for the three months ended June 29, 2024 and July 1, 2023:

(1) Net of tax provision of $ 2.7 and $ 3.7 as of September 30, 2023 and December 31, 2022, respectively.

(2) Net of tax provision of $ 1.9 and $ 2.7 as of September 30, 2023 and December 31, 2022, respectively.

The balances as of September 30, 2023 and December 31, 2022 include unamortized prior service credits.

The following summarizes amounts reclassified from each component of AOCI for the three months ended September 28, 2024 and September 30, 2023:

Amount Reclassified from AOCI

Three months ended

June 29, 2024 July 1, 2023 Affected Line Item in the Condensed

September 28, 2024 September 30, 2023 Affected Line Item in the Condensed

Consolidated Statements of Operations

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$ ( 0.6 ) $ ( 0.7 )

The following summarizes amounts reclassified from each component of AOCI for the six months ended June 29, 2024 and July 1, 2023:

The following summarizes amounts reclassified from each component of AOCI for the nine months ended September 28, 2024 and September 30, 2023:

Amount Reclassified from AOCI

Six months ended

June 29, 2024 July 1, 2023 Affected Line Item in the Condensed

Nine months ended

September 28, 2024 September 30, 2023 Affected Line Item in the Condensed

Consolidated Statements of Operations

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Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate.

While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures.

While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance, among other lines of coverage, and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures.

Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.

Our recorded liab ilities related to these matters, primarily associated with environmental matters, totaled $ 37.8 and $ 37.9 at June 29, 2024 and December 31, 2023, respectively.

Of these amounts, $ 29.7 and $ 29.4 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at June 29, 2024 and December 31, 2023 , respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience.

While we base our assumptions on facts currently known to

us, they entail inherently subjective judgments and uncertainties.

Our recorded liab ilities related to these matters, primarily associated with environmental matters, totaled $ 37.2 and $ 37.9 at September 28, 2024 and December 31, 2023, respectively.

Of these amounts, $ 29.0 and $ 29.4 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at September 28, 2024 and December 31, 2023 , respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience.

While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties.

As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings.

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Refer to Note 3 for additional details.

Prior to the Settlement Agreement, DBT had experienced success in enforcing its rights through dispute resolution processes, including a favorable arbitration ruling during the first quarter of 2023 related to awards for costs incurred in connection with delays on the Kusile project of South African Rand 126.6 (or $ 7.0 ) with such amount recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the first quarter of 2023.

Further, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $ 1.3 of legal costs incurred related to the arbitration.

Prior to the Settlement Agreement, DBT had experienced success in enforcing its rights through dispute resolution processes, including a favorable arbitration ruling during the first quarter of 2023 related to awards for costs incurred in connection with delays on the Kusile project of South African Rand 126.6 (or $ 7.0 ) with such amount recorded to “Loss on disposition of discontinued operations, net of tax” during the first quarter of 2023.

Additionally, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $ 1.3 of legal costs incurred related to the arbitration.

Such amount was recorded to “ Loss on disposition of discontinued operations, net of tax ” during the second quarter of 2023 with the cash payment received during the nine months ended September 30, 2023.

Additionally, in May 2023, a separate arbitration tribunal ruled DBT was entitled to recover $ 5.5 of legal costs incurred related to another prior arbitration.

Such amounts were recorded within “Gain (loss) on disposition of discontinued operations, net of tax” during the quarter ended July 1, 2023.

Such amount was recor ded within “Loss on disposition of discontinued operations, net of tax” during the second quarter of 2023 with the cash payment received during the nine months ended September 30, 2023.

Claim against Surety - On February 5, 2021, DBT received payment of $ 6.7 on bonds issued in support of performance by one of DBT’s subcontractors.

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On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit it commenced in August 2022 seeking contingent consideration of $ 15.0 , prejudgment interest on that amount, and attorney's fees.

The settlement agreement required a payment by us to the seller of ULC of $ 8.4 , which was paid during the second quarter of 2024, with a corresponding charge recorded within “Other operating expense, net” within the condensed consolidated statement of operations for the three and six months ended June 29, 2024.

We expect this payment to be tax deductible in future periods.

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Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows.

We had liabilities for site investigation and/or remediation at 16 sites that we own or control, or formerly owned and controlled, as of June 29, 2024 and December 31, 2023.

In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

We had liabilities for site investigation and/or remediation at 16 sites that we own or control, or formerly owned and controlled, as of September 28, 2024 and December 31, 2023.

In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation for compliance with existing laws and regulations of $ 23.6 at September 28, 2024, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

Our environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites.

Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties.

Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, or alteration to the expected remediation plans.

Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, changes in our allocation of shared remediation costs, future findings of investigation or remediation actions, or alteration to the expected remediation plans.

It is our policy to revise an estimate once the revision becomes probable and the amount of change can be reasonably estimated.

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We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.

In the case of contamination at offsite, third-party disposal sites, as of June 29, 2024 and December 31, 2023, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled and all of which have been active in the past few years.

In the case of contamination at offsite, third-party disposal sites, as of September 28, 2024 and December 31, 2023, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled and all of which have been active in the past few years.

These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal.

These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site.

We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our condensed consolidated financial statements.

We are considered a “de minimis” potentially responsible party at most of the sites.

We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted.

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however, in connection with our acquisitions or dispositions, we may assume or retain significant environmental liabilities, some of which we may be unaware.

The potential costs related to these environmental matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility.

effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility.

We record a liability when it is both probable and the amount can be reasonably estimated.

In our opinion, after considering accruals established for such purposes of $ 24.1 at June 29, 2024 and December 31, 2023, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

Self-insured Risk Management Matters

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Uncertain Tax Benefits

As of June 29, 2024 , we had gross and net unrecognized tax ben efits of $ 2.6 .

As of September 28, 2024 , we had gross and net unrecognized tax ben efits of $ 2.6 .

All of these unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized.

We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision.

As of June 29, 2024, gross and net accrued interest totaled $ 1.3 .

As of June 29, 2024, we had no accrual for penalties included in our unrecognized tax benefits.

As of September 28, 2024, gross and net accrued interest totaled $ 1.3 .

As of September 28, 2024, we had no accrual for penalties included in our unrecognized tax benefits.

Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we do not believe that within the next 12 months our previously unrecognized tax benefits will decrease by a material amount.

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The Company is within the scope of the OECD Pillar Two model rules and is assessing the impact thereof.

As of June 29, 2024, we believe the implementation of these rules will not have a material impact on our financial results.

As of September 28, 2024, we believe the implementation of these rules will not have a material impact on our financial results.

Other Tax Matters

For the three months ended June 29, 2024, we recorded an income tax provision of $ 15.2 on $ 60.4 of pre-tax income from continuing operations, resulting in an effective rate of 25.2 %.

This compares to an income tax provision for the three months ended July 1, 2023 of $ 7.8 on $ 46.1 of pre-tax income from continuing operations, resulting in an effective rate of 16.9 %.

The most significant items impacting the income tax provision for the second quarters of 2024 and 2023 were (i) $ 0.5 of tax provision and $ 1.2 of tax benefit, respectively, related to revisions to liabilities for uncertain tax positions and (ii) $ 0.2 and $ 0.5 , respectively, of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the periods.

In addition, the rate for the three months ended July 1, 2023 was favorably impacted by a tax benefit of $ 1.8 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect these deferred tax assets to be realized.

For the six months ended June 29, 2024, we recorded an income tax provision of $ 17.1 on $ 111.5 of pre-tax income from continuing operations, resulting in an effective rate of 15.3 %.

This compares to an income tax provision for the six months ended July 1, 2023 of $ 19.1 on $ 96.5 of pre-tax income from continuing operations, resulting in an effective rate of 19.8 %.

The most significant items impacting the income tax provision during the first half of 2024 and 2023 were (i) $ 11.1 and $ 1.4 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods and (ii) $ 0.5 of tax provision and $ 1.2 of tax benefit, respectively, related to revisions to liabilities for uncertain tax positions.

For the three months ended September 28, 2024, we recorded an income tax provision of $ 15.1 on $ 66.0 of pre-tax income from continuing operations, resulting in an effective rate of 22.9 %.

This compares to an income tax provision for the three months ended September 30, 2023 of $ 12.4 on $ 48.1 of pre-tax income from continuing operations, resulting in an effective rate of 25.8 %.

The most significant items impacting the income tax provision for the third quarters of 2024 and 2023 were $ 0.7 of tax benefits in 2024 resulting from increased federal tax credits and $ 0.8 of foreign withholding tax in 2023.

For the nine months ended September 28, 2024, we recorded an income tax provision of $ 32.2 on $ 177.5 of pre-tax income from continuing operations, resulting in an effective rate of 18.1 %.

This compares to an income tax provision for the nine months ended September 30, 2023 of $ 31.5 on $ 144.6 of pre-tax income from continuing operations, resulting in an effective rate of 21.8 %.

The most significant items impacting the income tax provision during the first nine months of 2024 and 2023 were (i) $ 10.8 and $ 1.7 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods, (ii) $ 0.7 of tax benefits in 2024 resulting from increased federal tax credits, and (iii) $ 0.5 of tax provision and $ 1.2 of tax benefit, respectively, related to revisions to liabilities for uncertain tax positions.

In addition, the 2023 rate was favorably impacted by a tax benefit of $ 1.8 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect these deferred tax assets to be realized.

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There were no transfers between the three levels of the fair value hierarchy for the periods pres ented.

Contingent Consideration for the Ingénia Acquisition — In connection with the acquisition of Ingénia, the seller is eligible for additional cash consideration of up to CAD 3.0 (or $ 2.2 at the time of acquisition), with payment scheduled to be made in the event certain contingent liabilities do not materialize.

The estimated fair value of such contingent consideration is $ 0.3 , which is reflected as a liability in our condensed consolidated balance sheet as of June 29, 2024.

Contingent Consideration for the Ingénia Acquisition — In connection with the acquisition of Ingénia, the seller is el igible for additional cash consideration of up to CAD 3.0 (or $ 2.2 at the time of acquisition), with payment scheduled to be made in the event certain contingent liabilities do not materialize.

The estimated fair value of such contingent consideration is $ 0.3 , wh ich is reflected as a liability in our condensed consolidated balance sheet as of September 28, 2024 .

Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analyses, including long-lived assets, indefinite-lived intangible assets and goodwill.

We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill.

We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually.

Any asset impairment would result in the asset being recorded at its fair value.

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We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

As of June 29, 2024, there has been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities.

As of September 28, 2024, there has been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities.

Similarly, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.

Equity Security — We estimate the fair value of an equity security that we hold utilizing a practical expedient under existing guidance, with such estimated fair value based on our ownership percentage applied to the net asset value as provided quarterly by the investee.

quarterly by the investee.

The value is updated annually, during the first quarter, based on the investee’s most recent audited financial statements.

Duri ng the three and six months ended June 29, 2024 and July 1, 2023, we recorded gains (losses) of $ 0.0 and $( 4.2 ), and $ 0.0 and $ 3.6 , respectively, to “Other income (expense), net” to reflect changes in the estimated fair value of the equity security.

As of June 29, 2024 and December 31, 2023, the equity security had an estimated fair value of $ 35.2 and $ 39.4 , respectively.

Indebtedness and Other — The estimated fair value of our debt instruments as of June 29, 2024 and December 31, 2023 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.

Duri ng the three and nine months ended September 28, 2024 and September 30, 2023, we recorded gains (losses) of $ 0.0 and $( 4.2 ), and $ 0.0 and $ 3.6 , respectively, to “Other income (expense), net” to reflect changes in the estimated fair value of the equity security.

As of September 28, 2024 and December 31, 2023, the equity security had an estimated fair value of $ 35.2 and $ 39.4 , respectively.

Indebtedness and Other — The estimated fair value of our debt instruments as of September 28, 2024 and December 31, 2023 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.

Se e Note 12 f or further details.

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

What changed 10-Q

Item 1. Financial Statements