Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q, including the following management’s discussion and analysis, contains forward-looking information that you should read in conjunction with the condensed consolidated financial statements and notes to the condensed consolidated financial statements that we have included elsewhere in this report. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “plans,” “anticipates,” “intends,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. Our actual results may differ materially from the plans, intentions or expectations we disclose in the forward-looking statements we make. We have included important factors below under the heading “Risk Factors” in Part II, Item 1A. that we believe could cause actual results to differ materially from the forward-looking statements we make. We are not obligated to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading provider of products, services and solutions for the diagnostics and life sciences. Through our advanced technologies and differentiated solutions, we address critical issues that help to improve lives and the world around us.

The principal products and services of our two operating segments are:

• Life Sciences. As a result of the sale of the Business, the former Discovery & Analytical Solutions segment is now referred to as the Life Sciences segment. This segment provides products and services targeted towards the life sciences market.

• Diagnostics. Develops diagnostics, tools and applications focused on clinically oriented customers, especially within the reproductive health, immunodiagnostics and applied genomics markets.

Effective as of April 26, 2023, we changed our name from “PerkinElmer, Inc.” to “Revvity, Inc.”. Effective as of May 16, 2023, we changed the ticker symbol for our common stock to “RVTY” and the ticker symbol for our 1.875% Notes due 2026 to “RVTY 26”.

Overview of the Second Quarter of Fiscal Year 2023

Our total revenue in the second quarter of fiscal year 2023 was $709.1 million which decreased by $186.6 million, or 20.8%, as compared to the second quarter of fiscal year 2022, reflecting a decrease of $196.3 million, or 34%, in our Diagnostics segment revenue, which was partially offset by an increase of $9.7 million, or 3%, in our Life Sciences segment revenue. The decrease in our Diagnostics segment revenue for the second quarter of fiscal year 2023 was driven by a decrease in revenue from our COVID-19 product offerings and a decrease of approximately 1% in revenue due to unfavorable changes in foreign exchange rates, partially offset by an 8% increase in revenue from our core product offerings. The increase in our Life Sciences segment revenue for the second quarter of fiscal year 2023 was primarily a result of an increase in revenue in our academia and government markets, partially offset by a decrease in revenue in our pharmaceutical and biotechnology markets.

Our consolidated gross margins decreased 486 basis points in the second quarter of fiscal year 2023, as compared to the second quarter of fiscal year 2022, primarily due to lower COVID-19 revenue partially offset by a favorable shift in product volume mix and productivity gains. For the second quarter of fiscal year 2023, supply chain disruptions and inflation did not materially impact our results of operations as compared to the second quarter of fiscal year 2022 as the effects of our initiatives to reduce transportation costs more than offset the impact of inflation on our raw materials purchases. Our consolidated operating margins decreased from 26% in the second quarter of fiscal year 2022 to 11% in the second quarter of fiscal year 2023, primarily due to lower COVID-19 revenue, partially offset by a favorable shift in product volume mix and productivity gains.

In March 2023, we completed the previously announced sale of certain assets and the equity interests of certain entities constituting our Applied, Food and Enterprise Services businesses (the “Business”). The Business is reported for all periods as discontinued operations in our consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to accounting for business combinations, long-lived assets, including goodwill and other intangible assets and employee compensation and benefits. We base our estimates on historical

experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. We believe our critical accounting policies include policies regarding business combinations, valuation of long-lived assets, including goodwill and other intangibles and employee compensation and benefits.

For a more detailed discussion of our critical accounting policies and estimates, refer to the Notes to our audited consolidated financial statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2023 (our “2022 Form 10-K”), as filed with the Securities and Exchange Commission. There have been no significant changes in our critical accounting policies and estimates during the six months ended July 2, 2023.

Consolidated Results of Continuing Operations

Revenue

Revenue for the three months ended July 2, 2023 was $709.1 million, as compared to $895.6 million for the three months ended July 3, 2022, a decrease of $186.6 million, or approximately 20.8%. The analysis in the remainder of this paragraph compares segment revenue for the three months ended July 2, 2023 as compared to the three months ended July 3, 2022 and includes the effect of foreign exchange rate fluctuations. Our Diagnostics segment revenue was $372.9 million for the three months ended July 2, 2023, as compared to $569.2 million for the three months ended July 3, 2022, a decrease of $196.3 million, or 34%, primarily due to decreased demand for our COVID-19 product offerings, partially offset by an increase in our core product offerings. There was a decrease of $154.7 million in our immunodiagnostics revenue, a decrease of $38.0 million in our applied genomics revenue, and a decrease of $3.6 million in our reproductive health revenue. Our Life Sciences segment revenue was $336.4 million for the three months ended July 2, 2023, as compared to $326.6 million for the three months ended July 3, 2022, an increase of $9.7 million, or 3%, driven by an increase of $15.6 million in our academia and government markets, partially offset by a decrease of $5.9 million in our pharmaceutical and biotechnology markets. As a result of adjustments to deferred revenue related to certain acquisitions required by business combination accounting rules, we did not recognize $0.2 million of revenue for each of the three months ended July 2, 2023 and July 3, 2022 that otherwise would have been recorded by the acquired businesses during each of the respective periods.

Revenue for the six months ended July 2, 2023 was $1,383.9 million, as compared to $1,858.8 million for the six months ended July 3, 2022, a decrease of $474.9 million, or approximately 25.5%, which includes an approximate 2% decrease in revenue attributable to unfavorable changes in foreign exchange rates. The analysis in the remainder of this paragraph compares segment revenue for the six months ended July 2, 2023 as compared to the six months ended July 3, 2022 and includes the effect of foreign exchange rate fluctuations. Our Diagnostics segment revenue was $719.5 million for the six months ended July 2, 2023, as compared to $1,226.5 million for the six months ended July 3, 2022, a decrease of $507.0 million, or 41%, primarily due to decreased demand for our COVID-19 product offerings, partially offset by an increase in our core product offerings. There was a decrease of $375.7 million in our immunodiagnostics revenue, a decrease of $124.9 million in our applied genomics revenue, and a decrease of $6.4 million in our reproductive health revenue. Our Life Sciences segment revenue was $664.8 million for the six months ended July 2, 2023, as compared to $632.7 million for the six months ended July 3, 2022, an increase of $32.1 million, or 5%, driven by an increase of $28.3 million in our academia and government markets and an increase of $3.8 million in our pharmaceutical and biotechnology market. As a result of adjustments to deferred revenue related to certain acquisitions required by business combination accounting rules, we did not recognize $0.4 million of revenue for each of the six months ended July 2, 2023 and July 3, 2022 that otherwise would have been recorded by the acquired businesses during each of the respective periods.

Cost of Revenue

Cost of revenue for the three months ended July 2, 2023 was $306.7 million, as compared to $343.9 million for the three months ended July 3, 2022, a decrease of $37.2 million, or approximately 11%. As a percentage of revenue, cost of revenue increased to 43.3% for the three months ended July 2, 2023, from 38.4% for the three months ended July 3, 2022, resulting in a decrease in gross margin of 486 basis points to 56.7% for the three months ended July 2, 2023, from 61.6% for the three months ended July 3, 2022 due to lower COVID-19 revenue partially offset by pricing actions. The amortization of purchase accounting adjustments to record the inventory from certain acquisitions added an incremental expense of $16.9 million for the three months ended July 3, 2022. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $0.8 million for the three months ended July 2, 2023, as compared to $1.5 million

for the three months ended July 3, 2022. The above decreases were partially offset by an increase in amortization of intangible assets which was $38.9 million for the three months ended July 2, 2023, as compared to $35.6 million for the three months ended July 3, 2022. Purchase accounting adjustments for depreciation on property, plant and equipment added an incremental expense of $0.1 million for each of the three months ended July 2, 2023 and July 3, 2022.

Cost of revenue for the six months ended July 2, 2023 was $600.2 million, as compared to $712.3 million for the six months ended July 3, 2022, a decrease of $112.1 million, or approximately 16%. As a percentage of revenue, cost of revenue increased to 43.4% for the six months ended July 2, 2023, from 38.3% for the six months ended July 3, 2022, resulting in a decrease in gross margin of 505 basis points to 56.6% for the six months ended July 2, 2023, from 61.7% for the six months ended July 3, 2022 due to lower COVID-19 revenue partially offset by pricing actions. The amortization of purchase accounting adjustments to record the inventory from certain acquisitions added an incremental expense of $33.7 million for the six months ended July 3, 2022. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $1.7 million for the six months ended July 2, 2023, as compared to $3.2 million for the six months ended July 3, 2022. The above decreases were partially offset by an increase in amortization of intangible assets which was $77.3 million for the six months ended July 2, 2023, as compared to $71.7 million for the six months ended July 3, 2022. Purchase accounting adjustments for depreciation on property, plant and equipment added an incremental expense of $0.3 million for each of the six months ended July 2, 2023 and July 3, 2022.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended July 2, 2023 were $267.0 million, as compared to $263.2 million for the three months ended July 3, 2022, an increase of $3.8 million, or 1%. As a percentage of revenue, selling, general and administrative expenses increased and were 37.7% for the three months ended July 2, 2023, as compared to 29.4% for the three months ended July 3, 2022. Acquisition and divestiture-related expenses, which primarily consisted of rebranding, legal, due diligence and integration costs and stock compensation expense related to the awards given to BioLegend employees post-acquisition, added an incremental expense of $26.6 million for the three months ended July 2, 2023, as compared to $5.7 million for the three months ended July 3, 2022. Purchase accounting adjustments added an incremental expense of $2.5 million for the three months ended July 2, 2023, which primarily consisted of a change in contingent consideration, as compared to $0.7 million for the three months ended July 3, 2022. The above increases were partially offset by a decrease in amortization of intangible assets which was $53.9 million for the three months ended July 2, 2023, as compared to $58.2 million for the three months ended July 3, 2022. Restructuring and other costs, net, also decreased and was $2.0 million for the three months ended July 2, 2023, as compared to $3.7 million for the three months ended July 3, 2022. Legal and settlement costs for significant litigation matters, net of reversals, were $1.7 million for the three months ended July 3, 2022. Excluding the factors above, the net decrease in selling, general and administrative expenses was the result of cost containment and productivity initiatives, which were partially offset by costs related to investments in people, digital capabilities, innovation, and recent acquisitions.

Selling, general and administrative expenses for the six months ended July 2, 2023 were $515.6 million, as compared to $538.4 million for the six months ended July 3, 2022, a decrease of $22.9 million, or 4%. As a percentage of revenue, selling, general and administrative expenses increased and were 37.3% for the six months ended July 2, 2023, as compared to 29.0% for the six months ended July 3, 2022. Amortization of intangible assets decreased and was $107.3 million for the six months ended July 2, 2023, as compared to $117.2 million for the six months ended July 3, 2022. Purchase accounting adjustments added an incremental expense of $1.2 million for the six months ended July 2, 2023, which primarily consisted of a change in contingent consideration, as compared to $1.4 million for the six months ended July 3, 2022. Restructuring and other costs, net, decreased and was $5.1 million for the six months ended July 2, 2023, as compared to $12.7 million for the six months ended July 3, 2022. Legal and settlement costs for significant litigation matters, net of reversals, were $1.3 million for the six months ended July 3, 2022. The above decreases were partially offset by an increase in acquisition and divestiture-related expenses, which primarily consisted of rebranding, legal, due diligence and integration costs and stock compensation expense related to the awards given to BioLegend employees post-acquisition, which added an incremental expense of $42.4 million for the six months ended July 2, 2023, as compared to $11.4 million for the six months ended July 3, 2022. Costs for significant environmental matters also added an incremental expense of $1.1 million for the six months ended July 2, 2023. Excluding the factors above, the net decrease in selling, general and administrative expenses was the result of cost containment and productivity initiatives, which were partially offset by costs related to investments in people, digital capabilities, innovation, and recent acquisitions.

Research and Development Expenses

Research and development expenses for the three months ended July 2, 2023 were $57.3 million, as compared to $56.0 million for the three months ended July 3, 2022, an increase of $1.2 million, or 2%. As a percentage of revenue, research and development expenses increased and were 8.1% for the three months ended July 2, 2023, as compared to 6.3% for the three

months ended July 3, 2022. The increase in research and development expenses was driven by our investments in new product development and was partially offset by a decrease in stock compensation expense related to awards given to BioLegend employees post-acquisition, which added an incremental expense of $1.2 million for the three months ended July 2, 2023 as compared to $1.3 million for the three months ended July 3, 2022. Purchase accounting adjustments for depreciation on property, plant and equipment added an incremental expense of $0.1 million for each of the three months ended July 2, 2023 and July 3, 2022.

Research and development expenses for the six months ended July 2, 2023 were $113.9 million, as compared to $113.6 million for the six months ended July 3, 2022, an increase of $0.4 million, or 0.3%. As a percentage of revenue, research and development expenses increased and were 8.2% for the six months ended July 2, 2023, as compared to 6.1% for the six months ended July 3, 2022. The increase in research and development expenses was driven by our investments in new product development and was partially offset by a decrease in stock compensation expense related to awards given to BioLegend employees post-acquisition, which added an incremental expense of $2.4 million for the six months ended July 2, 2023 as compared to $2.8 million for the six months ended July 3, 2022. Purchase accounting adjustments for depreciation on property, plant and equipment added an incremental expense of $0.1 million for each of the six months ended July 2, 2023 and July 3, 2022.

Interest and Other Expense, Net

Interest and other expense, net, consisted of the following:

			Three Months Ended												Six Months Ended
			July 2, 2023						July 3, 2022						July 2, 2023						July 3, 2022
			(In thousands)
Interest income			$	(25,046)					$	(762)					$	(30,318)					$	(1,357)
Interest expense			26,007						27,128						48,745						55,516
Change in fair value of financial securities			2,023						(2,909)						(745)						9,215
Other components of net periodic pension cost (credit)			2,286						(2,561)						4,475						(5,116)
Foreign exchange losses and other expense, net			1,232						5,254						31,024						4,944
Total interest and other expense, net			$	6,502					$	26,150					$	53,181					$	63,202

The decrease in interest and other expense, net, for the three months ended July 2, 2023, as compared to the three months ended July 3, 2022, was primarily due to an increase in interest income of $24.3 million associated with the cash proceeds from the sale of Business that were invested in bank deposits and short-term investments and higher interest rates.

The decrease in interest and other expense, net, for the six months ended July 2, 2023, as compared to the six months ended July 3, 2022, was primarily due to a decrease of $6.8 million in interest expense, a decrease in the change in fair value of financial securities of $10.0 million and an increase in interest income of $29.0 million. These were partially offset by an increase in foreign exchange losses and other expense, net of $26.1 million and an increase in other components of net periodic pension cost of $9.6 million. Interest income increased due to increase in investments and higher interest rates. Interest expense decreased due to $3.3 million of debt extinguishment income for the six months ended July 2, 2023, as compared to $0.2 million of debt extinguishment expense for the six months ended July 3, 2022, as well as a result of an overall decrease in debt. Foreign exchange losses and other expense, net, increased due to a foreign exchange loss of $23.7 million for the six months ended July 2, 2023 related to the cash proceeds from the sale of the Business that were held offshore.

Provision for Income Taxes

The provision for income taxes from continuing operations was $12.9 million for the three months ended July 2, 2023, as compared to $44.7 million for the three months ended July 3, 2022. The provision for income taxes from continuing operations was $17.5 million for the six months ended July 2, 2023, as compared to $85.6 million for the six months ended July 3, 2022.

The effective tax rate from continuing operations was 18.1% and 17.4% for the three and six months ended July 2, 2023, respectively, as compared to 21.7% and 19.8% for the three and six months ended July 3, 2022, respectively. The effective tax rate during the three months ended July 2, 2023 is lower as compared to the prior year period due to projected lower income in certain higher tax rate jurisdictions and the release of a $1.2 million tax reserve as the statute of limitations expired. The effective tax rate during the six months ended July 2, 2023 is lower as compared to the prior year period primarily due to projected lower income in certain higher tax rate jurisdictions and the release of a $1.2 million tax reserve as the statute of

limitations expired. The Company expects that the effective tax rate on continuing operations, before discrete items, will be approximately 20% during fiscal 2023.

Reporting Segment Results of Continuing Operations

Life Sciences

Revenue for the three months ended July 2, 2023 was $336.4 million, as compared to $326.6 million for the three months ended July 3, 2022, an increase of $9.7 million, or 3%. The increase in our Life Sciences segment revenue was primarily a result of an increase of $15.6 million in our academia and government markets, partially offset by a decrease of $5.9 million in our pharmaceutical and biotechnology markets.

Revenue for the six months ended July 2, 2023 was $664.8 million, as compared to $632.7 million for the six months ended July 3, 2022, an increase of $32.1 million, or 5%, which includes a decrease of approximately 1% in revenue attributable to unfavorable changes in foreign exchange rates. The increase in our Life Sciences segment revenue was primarily a result of an increase of $28.3 million in our academia and government markets and an increase of $3.8 million in our pharmaceutical and biotechnology market.

Segment operating income for the three months ended July 2, 2023 was $127.8 million, as compared to $130.6 million for the three months ended July 3, 2022, a decrease of $2.8 million, or 2%. Segment operating margin decreased 200 basis points in the three months ended July 2, 2023, as compared to the three months ended July 3, 2022, primarily due to increased investments in new product development and growth initiatives, partially offset by pricing actions.

Segment operating income for the six months ended July 2, 2023 was $257.2 million, as compared to $240.8 million for the six months ended July 3, 2022, an increase of $16.4 million, or 7%. Segment operating margin increased 64 basis points in the six months ended July 2, 2023, as compared to the six months ended July 3, 2022, primarily due to pricing actions and productivity gains, partially offset by product mix, investments in new product development and growth initiatives.

Diagnostics

Revenue for the three months ended July 2, 2023 was $372.9 million, as compared to $569.2 million for the three months ended July 3, 2022, a decrease of $196.3 million, or 34%, which includes a 1% decrease in revenue attributable to unfavorable changes in foreign exchange rates. The decrease in our Diagnostics segment revenue during the three months ended July 2, 2023 was primarily driven by decreased demand for our COVID-19 product offerings, partially offset by an increase in our core product offerings. There was a decrease of $154.7 million in our immunodiagnostics revenue, a decrease of $38.0 million in our applied genomics revenue, and a decrease of $3.6 million in our reproductive health revenue.

Revenue for the six months ended July 2, 2023 was $719.5 million, as compared to $1,226.5 million for the six months ended July 3, 2022, a decrease of $507.0 million, or 41%, which includes a 2% decrease in revenue attributable to unfavorable changes in foreign exchange rates. The decrease in our Diagnostics segment revenue during the six months ended July 2, 2023 was primarily driven by decreased demand for our COVID-19 product offerings, partially offset by an increase in our core product offerings. There was a decrease of $375.7 million in our immunodiagnostics revenue, a decrease of $124.9 million in our applied genomics revenue, and a decrease of $6.4 million in our reproductive health revenue.

Segment operating income for the three months ended July 2, 2023 was $85.2 million, as compared to $244.7 million for the three months ended July 3, 2022, a decrease of $159.4 million, or 65%. Segment operating margin decreased 2,012 basis points in the three months ended July 2, 2023, as compared to the three months ended July 3, 2022, primarily due to lower COVID-19 product sales volume, partially offset by cost controls.

Segment operating income for the six months ended July 2, 2023 was $159.7 million, as compared to $545.6 million for the six months ended July 3, 2022, a decrease of $385.9 million, or 71%. Segment operating margin decreased 2,229 basis points in the six months ended July 2, 2023, as compared to the six months ended July 3, 2022, primarily due to lower COVID-19 product sales volume, partially offset by cost controls.

Discontinued Operations

On March 13, 2023, we completed the previously announced 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. Upon the Closing, we received approximately $2.14 billion in cash proceeds, before transaction costs and subject to post-closing adjustments. We are entitled to an additional $75.0 million in proceeds that will be paid to us in connection with the transfer of

the PerkinElmer brand and related trademarks to the Purchaser, and this consideration will be paid to us in installments over the next 24 months. The discounted value of the $75.0 million was measured as $68.0 million and is included in the proceeds at Closing. In addition, we are 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. We also recorded a receivable of approximately $177.5 million for working capital adjustments that are expected to be settled with the Purchaser during the second half of fiscal year 2023. During the three months ended July 2, 2023, we recognized a pre-tax loss on the disposal of the Business totaling $31.2 million, reflecting additional transaction costs incurred after Closing.

As we are in the process of measuring the calculation of the gain on sale and related income tax provision, additional adjustments may arise that may impact the final measurement of the gain recognized. The elements of the gain calculation that may result in adjustments include the measurement of the proceeds, including the settlement of the working capital adjustment, determination of the basis of certain assets and liabilities, as well as the provision for income taxes.

In connection and concurrent with the Closing, we also entered into a Transition Services Agreement (“TSA”) with the Purchaser for a period of up to 24 months and a Contract Manufacturing Agreement “CMA”) for two locations which expired in early June 2023. The costs and amounts of reimbursements related to the TSA and CMA are not expected to be significant. Commercial transactions between the parties following the Closing are not expected to be significant.

The Business is reported for all periods as discontinued operations in our condensed consolidated financial statements. The following table summarizes the results of discontinued operations which are presented as Income from discontinued operations in our condensed consolidated statements of operations:

			Three Months Ended												Six Months Ended
			July 2, 2023						July 3, 2022						July 2, 2023						July 3, 2022
			(In thousands)
Revenue			$	—					$	333,927					$	175,423					$	630,206
Cost of revenue			—						219,480						124,647						431,268
Selling, general and administrative expenses			—						78,758						74,794						151,286
Research and development expenses			—						17,317						10,434						36,402
Operating income (loss)			—						18,372						(34,452)						11,250
Other (expense) income:
(Loss) gain on sale			(31,232)						—						835,687						—
Other (expense) income, net			—						(244)						913						(426)
Total other (expense) income			(31,232)						(244)						836,600						(426)
(Loss) income from discontinued operations before income taxes			(31,232)						18,128						802,148						10,824
(Benefit from) provision for income tax			(8,169)						517						280,581						321
(Loss) income from discontinued operations			$	(23,063)					$	17,611					$	521,567					$	10,503

The results of discontinued operations during the three and six months ended July 2, 2023 include the results of the Business through March 13, 2023. During the three and six months ended July 2, 2023, we recognized divestiture-related costs in gain on sale of $12.6 million and $31.7 million, respectively. During the six months ended July 2, 2023, we recognized $36.0 million of divestiture-related costs in selling, general and administrative expenses in discontinued operations, as compared to $25.7 million during the six months ended July 3, 2022, an increase of $10.2 million.

Liquidity and Capital Resources

We require cash to pay our operating expenses, make capital expenditures, make strategic acquisitions, service our debt and other long-term liabilities, repurchase shares of our common stock and pay dividends on our common stock. Our principal sources of funds are from our operations, borrowing capacity available under our senior unsecured credit facility and access to debt markets. We anticipate that our internal operations will generate sufficient cash to fund our operating expenses, capital expenditures, smaller acquisitions, interest payments on our debt and dividends on our common stock. However, we expect to use external sources to satisfy the balance of our debt when due, any larger acquisitions and other long-term liabilities, such as contributions to our postretirement benefit plans. The sale of the Business generated approximately $2.14 billion in cash proceeds. We expect to use these proceeds for a combination of satisfying upcoming debt maturities, opportunistic share repurchases and continued strategic and value creating acquisitions.

We and our subsidiaries may from time to time, in our sole discretion, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities), in privately negotiated or open market transactions, by tender offer or otherwise, or extend or refinance any of our outstanding indebtedness. Additionally, we intend to purchase U.S. treasury securities whose proceeds upon maturity are intended to be utilized to repay outstanding debt securities.

Principal factors that could affect the availability of our internally generated funds include:

• changes in sales due to weakness in markets in which we sell our products and services, and

• changes in our working capital requirements and capital expenditures.

Principal factors that could affect our ability to obtain cash from external sources include:

• financial covenants contained in the financial instruments controlling our borrowings that limit our total borrowing capacity,

• increases in interest rates applicable to our outstanding variable rate debt,

• a ratings downgrade that could limit the amount we can borrow under our senior unsecured revolving credit facility and our overall access to the corporate debt market,

• increases in interest rates or credit spreads, as well as limitations on the availability of credit, that affect our ability to borrow under future potential facilities on a secured or unsecured basis,

• a decrease in the market price for our common stock, and

• volatility in the public debt and equity markets.

At July 2, 2023, we had cash and cash equivalents of $1.3 billion, of which $456.2 million was held by our non-U.S. subsidiaries, and we had $1.5 billion of borrowing capacity available under our senior unsecured revolving credit facility. We had no other liquid investments at July 2, 2023. At July 2, 2023, we had investments in U.S. treasury securities with a carrying amount of $739.1 million whose proceeds upon maturity are intended to be utilized to repay our outstanding debt coming due over the next 13 months.

We utilize a variety of tax planning and financing strategies to ensure that our worldwide cash is available in the locations in which it is needed. We use our non-U.S. cash for needs outside of the United States including foreign operations,

capital investments, acquisitions and repayment of debt. In addition, we transfer cash to the United States using nontaxable returns of capital, distributions of previously taxed income, as well as dividends, where the related income tax cost is managed efficiently. We have accrued tax expense on the unremitted earnings of foreign subsidiaries as required by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) and where the foreign earnings are not considered permanently reinvested. In accordance with the Tax Act, we are making scheduled annual cash payments on our accrued transition tax, which totaled $12.3 million in 2023.

As of the end of fiscal year 2022, we evaluated our undistributed foreign earnings and identified approximately $879.0 million in earnings that we do not consider to be permanently reinvested. We have recorded a provision of approximately $14.4 million for taxes that would fall due when such earnings are repatriated. We repatriated foreign earnings to the United States during fiscal year 2022 and expect to continue the repatriation in fiscal year 2023. As of July 2, 2023, we also plan to repatriate proceeds from the sale of the Business described in Note 3 to the consolidated financial statements and have accrued the associated tax expense in discontinued operations. During the three months ended July 2, 2023, approximately $1.5 billion was repatriated back to the United States. There are other undistributed foreign earnings and outside basis differences for which we have not provided for any taxes as these amounts continue to be indefinitely reinvested, and it is not practicable to estimate the amount of deferred tax liability that would be incurred.

On July 22, 2022, our Board of Directors (our “Board”) authorized us to repurchase shares of common stock for an aggregate amount up to $300.0 million under a stock repurchase program (the “Repurchase Program”). During the three months ended July 2, 2023, we repurchased 554,306 shares of common stock under the Repurchase Program for an aggregate cost of $73.4 million. During the six months ended July 2, 2023, we repurchased 1,004,544 shares of common stock under the Repurchase Program for an aggregate cost of $131.3 million. On April 27, 2023, the Repurchase Program was terminated by our Board and our Board authorized us 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”). No shares remain available for repurchase under the Repurchase Program due to its termination. The New Repurchase Program will expire on April 26, 2025 unless terminated earlier by our Board and may be suspended or discontinued at any time. During the three months ended July 2, 2023, we repurchased 1,149,249 shares of common stock under the New Repurchase Program for an aggregate cost of $132.5 million. As of July 2, 2023, $467.5 million remained available for aggregate repurchases of shares under the New Repurchase Program.

Subsequent to the end of the second quarter of fiscal year 2023, we repurchased 210,736 shares of common stock under the New Repurchase Program at an aggregate cost of $24.7 million.

As of July 2, 2023, we may have to pay contingent consideration related to acquisitions with open contingency periods of up to $94.0 million. As of July 2, 2023, we have recorded contingent consideration obligations of $37.6 million, of which $11.5 million was recorded in accrued expenses and other current liabilities, and $26.1 million was recorded in long-term liabilities. The maximum earnout period for acquisitions with open contingency periods is 5.4 years from July 2, 2023, and the remaining weighted average expected earnout period at July 2, 2023 was 4.7 years.

Distressed global financial markets could adversely impact general economic conditions by reducing liquidity and credit availability, creating increased volatility in security prices, widening credit spreads, increasing the cost of borrowings and decreasing valuations of certain investments. The widening of credit spreads may create a less favorable environment for certain of our businesses and may affect the fair value of financial instruments that we issue or hold. Increases in credit spreads, as well as limitations on the availability of credit at rates we consider to be reasonable, could affect our ability to borrow under future potential facilities on a secured or unsecured basis, which may adversely affect our liquidity and results of operations. In difficult global financial markets, we may be forced to fund our operations at a higher cost, or we may be unable to raise as much funding as we need to support our business activities or fund our strategic transactions.

Our pension plans have not experienced a material impact on liquidity or counterparty exposure due to the volatility and uncertainty in the credit markets. During the six months ended July 2, 2023, we contributed $10.0 million to our defined benefit pension plan in the United States for the plan year 2022. During the six months ended July 2, 2023, we contributed $3.4 million, in the aggregate, to pension plans outside of the United States, and expect to contribute an additional $3.4 million by the end of fiscal year 2023. We could potentially have to make additional contributions in future periods for all pension plans. We expect to use existing cash and external sources to satisfy future contributions to our pension plans.

Cash Flows

Operating Activities. Net cash provided by operating activities of our continuing operations was $28.0 million for the six months ended July 2, 2023, as compared to net cash provided by operating activities of our continuing operations of $423.4 million for the six months ended July 3, 2022, a decrease of $395.3 million, primarily due to lower profitability and more cash used in working capital during the six months ended July 2, 2023 as compared to the six months ended July 3, 2022. The cash provided by operating activities for the six months ended July 2, 2023 was principally a result of income from continuing operations of $83.5 million, adjustments for non-cash charges aggregating to $271.1 million, including depreciation and amortization of $217.9 million, and a net cash decrease in working capital of $326.5 million. The cash provided by operating activities for the six months ended July 3, 2022 was principally a result of income from continuing operations of $345.7 million, adjustments for non-cash charges aggregating to $309.0 million including depreciation and amortization of $218.0 million, and a net cash decrease in working capital of $231.3 million. During the six months ended July 2, 2023, we contributed $10.0 million to our pension plan in the United States and $3.4 million, in the aggregate, to pension plans outside of the United States.

Investing Activities. Net cash used in investing activities of our continuing operations was $771.8 million for the six months ended July 2, 2023, as compared to $73.3 million for the six months ended July 3, 2022, an increase of $698.5 million. During the six months ended July 2, 2023, we made purchases of investments in U.S. treasury securities totaling $831.2 million. For the six months ended July 2, 2023, the net cash used for capital expenditures and acquisitions were $34.9 million and $0.7 million, respectively, as compared to $46.5 million and $5.6 million, respectively, for the six months ended July 3, 2022. The capital expenditures in each period were primarily for manufacturing, software and other capital equipment purchases. During the six months ended July 2, 2023, purchases of investments were $5.0 million, as compared to $22.3 million for the six months ended July 3, 2022. The cash used in investing activities during the six months ended July 2, 2023 was partially offset by proceeds from maturity of U.S. treasury securities totaling $100.0 million.

Financing Activities. Net cash used in financing activities was $341.5 million for the six months ended July 2, 2023, as compared to $519.5 million for the six months ended July 3, 2022, a decrease in net cash used in financing activities of $178.0 million. During the six months ended July 2, 2023, we made net payments of $43.6 million on debts, as compared to $450.8 million during the six months ended July 3, 2022. The changes in both periods reflect our intentions to pay down debt, which we expect to continue throughout fiscal year 2023 and fiscal year 2024. During the six months ended July 2, 2023, we repurchased shares of our common stock for a total cost of $273.3 million, as compared to $56.0 million in the prior year period. We paid $17.6 million in dividends for the six months ended July 2, 2023, as compared to $17.7 million in the prior year period. We paid $10.1 million for acquisition-related contingent consideration during the six months ended July 2, 2023. We paid $0.8 million in settlement of hedges for the six months ended July 3, 2022. The cash used in financing activities during

the six months ended July 2, 2023 was partially offset by proceeds from the issuance of common stock under our stock plans of $3.2 million during the six months ended July 2, 2023, as compared to $5.8 million for the six months ended July 3, 2022.

Borrowing Arrangements

Since the beginning of the third quarter of fiscal year 2022, we have repurchased $32.9 million in aggregate principal amount of our 0.550% senior unsecured notes due in September 2023 (the “2023 Notes”) and $82.4 million in aggregate principal amount of our 0.850% senior unsecured notes due in September 2024 (the “2024 Notes”). We expect to settle outstanding 2023 Notes in the third quarter of fiscal year 2023 and continue repurchasing outstanding 2024 Notes from time to time, subject to market conditions. See Note 6, Debt, in the Notes to Condensed Consolidated Financial Statements and Note 13, Debt, to our audited consolidated financial statements in the 2022 Form 10-K for a detailed discussion of our borrowing arrangements.

Dividends

Our Board declared a regular quarterly cash dividend of $0.07 per share for each of the first two quarters of fiscal year 2023 and in each quarter of fiscal year 2022. At July 2, 2023, we had accrued $8.7 million for dividends declared on April 25, 2023 for the second quarter of fiscal year 2023 that will be paid in August 2023. On July 21, 2023, we announced that our Board had declared a quarterly dividend of $0.07 per share for the third quarter of fiscal year 2023 that will be payable in November 2023. In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

Effects of Recently Adopted and Issued Accounting Pronouncements

See Note 1, Nature of Operations and Accounting Policies, to our audited consolidated financial statements in the 2022 Form 10-K for a summary of recently adopted new accounting pronouncements during the fiscal year ended January 1, 2023.

We have not adopted any new accounting pronouncements during the six months ended July 2, 2023, and there were no recently issued accounting pronouncements that are expected to have a significant impact on our financial statements.