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 health science solutions, technologies, expertise and services that deliver complete workflows from discovery to development, and diagnosis to cure. Revvity is revolutionizing what’s possible in healthcare, with specialized focus areas in translational multi-omics technologies, biomarker identification, imaging, prediction, screening, detection and diagnosis, informatics and more.

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

• Life Sciences. Provides products and services targeted towards life sciences customers.

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

Overview of the Third Quarter of Fiscal Year 2024

Our overall revenue in the third quarter of fiscal year 2024 was $684.0 million which increased by $13.3 million, or 2%, as compared to the third quarter of fiscal year 2023, reflecting an increase of $20.2 million, or 6%, in our Diagnostics segment revenue, which was partially offset by a decrease of $6.9 million, or 2%, in our Life Sciences segment revenue. The increase in our Diagnostics segment revenue for the third quarter of fiscal year 2024 was driven by increased demand in our immunodiagnostics and reproductive health businesses, partially offset by a decrease in revenue from our applied genomics business. The decrease in our Life Sciences segment revenue for the third quarter of fiscal year 2024 was driven by a decrease in instruments and software revenue, partially offset by an increase in reagents revenue.

Our consolidated gross margins increased 72 basis points in the third quarter of fiscal year 2024, as compared to the third quarter of fiscal year 2023, primarily due to higher sales volume and productivity gains. Our consolidated operating margins increased from 10% to 14% in the third quarter of fiscal year 2024, as compared to the third quarter of fiscal year 2023, primarily due to higher sales volume, productivity gains and cost containment.

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, divestitures, 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, divestitures, 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 December 31, 2023 (our “2023 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 nine months ended September 29, 2024.

Consolidated Results of Continuing Operations

Revenue

Revenue for the three months ended September 29, 2024 was $684.0 million, as compared to $670.7 million for the three months ended October 1, 2023, an increase of $13.3 million, or approximately 2%. The analysis in the remainder of this paragraph compares segment revenue and includes the effect of foreign exchange rate fluctuations. Life Sciences segment revenue was $300.9 million for the three months ended September 29, 2024, as compared to $307.9 million for the three months ended October 1, 2023, a decrease of $6.9 million, or 2%, driven by a decrease of $10.9 million in instruments revenue and a decrease of $2.9 million in software revenue, partially offset by an increase of $6.9 million in reagents revenue. Diagnostics segment revenue was $383.3 million for the three months ended September 29, 2024, as compared to $363.1 million for the three months ended October 1, 2023, an increase of $20.2 million, or 6%, due to an increase of $11.4 million in immunodiagnostics revenue and an increase of $9.6 million in reproductive health revenue, partially offset by a decrease of $0.7 million in applied genomics revenue. 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 September 29, 2024 and October 1, 2023 that otherwise would have been recorded by the acquired businesses during each of the respective periods.

Revenue for the nine months ended September 29, 2024 was $2,025.7 million, as compared to $2,054.7 million for the nine months ended October 1, 2023, a decrease of $29.0 million, or approximately 1%. The analysis in the remainder of this paragraph compares segment revenue and includes the effect of foreign exchange rate fluctuations. Life Sciences segment revenue was $917.8 million for the nine months ended September 29, 2024, as compared to $972.6 million for the nine months ended October 1, 2023, a decrease of $54.8 million, or 6%, driven by a decrease of $40.0 million in instruments revenue and a decrease of $21.2 million in reagents revenue, partially offset by an increase of $6.3 million in software revenue. Diagnostics segment revenue was $1,108.5 million for the nine months ended September 29, 2024, as compared to $1,082.6 million for the nine months ended October 1, 2023, an increase of $25.8 million, or 2%, due to an increase of $38.5 million in immunodiagnostics revenue and an increase of $11.9 million in reproductive health revenue, partially offset by a decrease of $24.5 million in applied genomics revenue. As a result of adjustments to deferred revenue related to certain acquisitions required by business combination accounting rules, we did not recognize $0.6 million of revenue for each of the nine months ended September 29, 2024 and October 1, 2023 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 September 29, 2024 was $299.2 million, as compared to $298.2 million for the three months ended October 1, 2023, an increase of $1.0 million, or less than 1%. As a percentage of revenue, cost of revenue decreased to 43.7% for the three months ended September 29, 2024, from 44.5% for the three months ended October 1, 2023, resulting in an increase in gross margin of 72 basis points to 56.3% for the three months ended September 29, 2024, from 55.5% for the three months ended October 1, 2023, primarily due to higher sales volume and productivity gains. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $0.2 million for the three months ended September 29, 2024, as compared to $0.8 million for the three months ended October 1, 2023. Rebranding costs were $0.1 million for the three months ended September 29, 2024. Amortization of intangible assets was $36.4 million for the three months ended September 29, 2024, as compared to $35.7 million for the three months ended October 1, 2023.

Cost of revenue for the nine months ended September 29, 2024 was $900.3 million, as compared to $898.5 million for the nine months ended October 1, 2023, an increase of $1.8 million, or less than 1%. As a percentage of revenue, cost of revenue increased to 44.4% for the nine months ended September 29, 2024, from 43.7% for the nine months ended October 1, 2023, resulting in a decrease in gross margin of 72 basis points to 55.6% for the nine months ended September 29, 2024, from 56.3% for the nine months ended October 1, 2023, primarily due to lower sales volume and higher product costs, partially offset by productivity gains. Rebranding costs were $6.2 million for the nine months ended September 29, 2024. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $0.6 million for the nine months ended September 29, 2024, as compared to $2.5 million for the nine months ended October 1, 2023. Amortization of intangible assets was $109.1 million for the nine months ended September 29, 2024, as compared to $113.0 million for the nine months ended October 1, 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 29, 2024 were $237.5 million, as compared to $250.2 million for the three months ended October 1, 2023, a decrease of $12.7 million, or 5%. As a percentage of revenue, selling, general and administrative expenses decreased and were 34.7% for the three months ended September 29, 2024, as compared to 37.3% for the three months ended October 1, 2023. Amortization of intangible assets decreased and was $53.2 million for the three months ended September 29, 2024, as compared to $55.2 million for the three months ended October 1, 2023. Acquisition and divestiture-related expenses, which primarily consisted of legal and integration costs, and stock compensation expense related to the awards given to BioLegend employees post-acquisition added an incremental expense of $3.9 million for the three months ended September 29, 2024, as compared to $10.6 million for the three months ended October 1, 2023. Purchase accounting adjustments decreased expenses by $0.3 million for the three months ended September 29, 2024, which primarily consisted of a change in contingent consideration, as compared to increasing expenses by $0.7 million for the three months ended October 1, 2023. Restructuring and other costs, net, decreased expenses by $0.1 million for the three months ended September 29, 2024, as compared to increased expenses of $10.8 million for the three months ended October 1, 2023. The above decreases were partially offset by significant litigation matters and settlements, which added an incremental expense of $0.8 million for the three months ended September 29, 2024. Excluding the factors above, the decrease in selling, general and administrative expenses was the result of cost containment and productivity initiatives.

Selling, general and administrative expenses for the nine months ended September 29, 2024 were $749.7 million, as compared to $765.8 million for the nine months ended October 1, 2023, a decrease of $16.1 million, or 2%. As a percentage of revenue, selling, general and administrative expenses decreased and were 37.0% for the nine months ended September 29, 2024, as compared to 37.3% for the nine months ended October 1, 2023. Amortization of intangible assets decreased and was $162.4 million for the nine months ended September 29, 2024, as compared to $162.5 million for the nine months ended October 1, 2023. Acquisition and divestiture-related expenses, which primarily consisted of legal and integration costs, and stock compensation expense related to the awards given to BioLegend employees post-acquisition, added an incremental expense of $13.2 million for the nine months ended September 29, 2024, as compared to $53.0 million for the nine months ended October 1, 2023. Costs for significant environmental matters added an incremental expense of $1.1 million for the nine months ended October 1, 2023. The above decreases were partially offset by an increase in restructuring and other costs, net, which were $22.1 million for the nine months ended September 29, 2024, as compared to $15.9 million for the nine months ended October 1, 2023. Purchase accounting adjustments added an incremental expense of $6.1 million for the nine months ended September 29, 2024, which primarily consisted of a change in contingent consideration, as compared to $1.8 million for the nine months ended October 1, 2023. Significant litigation matters and settlements added an incremental expense of $7.1 million for the nine months ended September 29, 2024. Excluding the factors above, the decrease in selling, general and administrative expenses was the result of cost containment and productivity initiatives.

Research and Development Expenses

Research and development expenses for the three months ended September 29, 2024 were $49.1 million, as compared to $53.0 million for the three months ended October 1, 2023, a decrease of $3.9 million, or 7%. As a percentage of revenue, research and development expenses decreased and were 7.2% for the three months ended September 29, 2024, as compared to 7.9% for the three months ended October 1, 2023. The decrease in research and development expenses was primarily driven by cost containment and productivity initiatives, as well as a decrease in stock compensation expense related to awards given to BioLegend employees post-acquisition, which added an incremental expense of $0.7 million for the three months ended September 29, 2024 as compared to $1.2 million for the three months ended October 1, 2023.

Research and development expenses for the nine months ended September 29, 2024 were $147.6 million, as compared to $167.0 million for the nine months ended October 1, 2023, a decrease of $19.3 million, or 12%. As a percentage of revenue, research and development expenses decreased and were 7.3% for the nine months ended September 29, 2024, as compared to 8.1% for the nine months ended October 1, 2023. The decrease in research and development expenses was primarily driven by cost containment and productivity initiatives, as well as a decrease in stock compensation expense related to awards given to BioLegend employees post-acquisition, which added an incremental expense of $2.1 million for the nine months ended September 29, 2024 as compared to $3.5 million for the nine months ended October 1, 2023.

Interest and Other Expense, Net

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

			Three Months Ended												Nine Months Ended
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
			(In thousands)
Interest income			$	(22,764)					$	(23,450)					$	(63,362)					$	(53,768)
Interest expense			24,383						25,486						73,497						74,231
Change in fair value of financial securities			(7,004)						13,587						(13,975)						12,842
Other components of net periodic pension cost			1,956						497						5,778						4,972
Foreign exchange losses and other expense, net			1,223						2,505						4,485						33,529
Total interest and other (income) expense, net			$	(2,206)					$	18,625					$	6,423					$	71,806

The decrease in interest income for the three months ended September 29, 2024, as compared to the three months ended October 1, 2023 was primarily due to a decrease in marketable securities and short-term investments. Interest expense was lower for the three months ended September 29, 2024 as compared to the same period in prior year primarily due to a lower debt balance as a result of the repayment of senior unsecured notes that matured in September 2023.

The increase in interest income for the nine months ended September 29, 2024 as compared to the nine months ended October 1, 2023 was primarily due to an increase in marketable securities and short-term investments and higher interest rates. Foreign exchange losses and other expense, net, was lower for the nine months ended September 29, 2024 as compared to the same period in prior year mainly due to a foreign exchange loss of $23.3 million that was recognized during the nine months ended October 1, 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 $7.0 million for the three months ended September 29, 2024, as compared to $18.1 million for the three months ended October 1, 2023. The provision for income taxes from continuing operations was $26.9 million for the nine months ended September 29, 2024, as compared to $35.7 million for the nine months ended October 1, 2023.

The effective tax rate from continuing operations was 6.9% and 12.1% for the three and nine months ended September 29, 2024, respectively, as compared to 35.8% and 23.5% for the three and nine months ended October 1, 2023, respectively. The effective tax rate for the three months ended September 29, 2024 was lower primarily due to a net favorable impact of return to provision adjustments in foreign locations of $7.1 million. The effective tax rate for the three months ended October 1, 2023 was higher primarily due to a discrete tax expense of $29.8 million related to unfavorable developments in respect of an uncertain tax position with a foreign tax authority, partially offset by a discrete tax benefit related to a favorable ruling from a foreign tax authority of $15.2 million. The effective tax rate for the nine months ended September 29, 2024 was lower primarily due to a net favorable impact of return to provision adjustments in foreign locations of $10.8 million. The effective tax rate for the nine months ended October 1, 2023 was higher primarily due to a discrete tax expense of $28.7 million related to unfavorable developments in respect of an uncertain tax position with a foreign tax authority, partially offset by a discrete tax benefit related to a favorable ruling from a foreign tax authority of $15.2 million. We expect that the effective tax rate on continuing operations, before discrete items, will be approximately 20% during fiscal year 2024.

Reporting Segment Results of Continuing Operations

Life Sciences

Revenue for the three months ended September 29, 2024 was $300.9 million, as compared to $307.9 million for the three months ended October 1, 2023, a decrease of $6.9 million, or 2%. The decrease in our Life Sciences segment revenue during the three months ended September 29, 2024 was driven by a decrease of $10.9 million in instruments revenue and a decrease of $2.9 million in software revenue, partially offset by an increase of $6.9 million in reagents revenue.

Revenue for the nine months ended September 29, 2024 was $917.8 million, as compared to $972.6 million for the nine months ended October 1, 2023, a decrease of $54.8 million, or 6%. The decrease in our Life Sciences segment revenue during

the nine months ended September 29, 2024 was driven by a decrease of $40.0 million in instruments revenue and a decrease of $21.2 million in reagents revenue, partially offset by an increase of $6.3 million in software revenue.

Segment operating income for the three months ended September 29, 2024 was $103.0 million, as compared to $114.2 million for the three months ended October 1, 2023, a decrease of $11.2 million, or 10%. Segment operating margin decreased 287 basis points in the three months ended September 29, 2024, as compared to the three months ended October 1, 2023, primarily due to lower sales volume and continued investments, partially offset by pricing actions.

Segment operating income for the nine months ended September 29, 2024 was $317.1 million, as compared to $371.4 million for the nine months ended October 1, 2023, a decrease of $54.3 million, or 15%. Segment operating margin decreased 364 basis points in the nine months ended September 29, 2024, as compared to the nine months ended October 1, 2023, primarily due to lower sales volume and unfavorable product mix, partially offset by pricing actions and cost containment.

Diagnostics

Revenue for the three months ended September 29, 2024 was $383.3 million, as compared to $363.1 million for the three months ended October 1, 2023, an increase of $20.2 million, or 6%. The increase in our Diagnostics segment revenue during the three months ended September 29, 2024 was driven by an increase of $11.4 million in immunodiagnostics revenue and an increase of $9.6 million in reproductive health revenue, partially offset by a decrease of $0.7 million in applied genomics revenue.

Revenue for the nine months ended September 29, 2024 was $1,108.5 million, as compared to $1,082.6 million for the nine months ended October 1, 2023, an increase of $25.8 million, or 2%, which includes a 1% decrease in revenue attributable to unfavorable changes in foreign exchange rates. The increase in our Diagnostics segment revenue during the nine months ended September 29, 2024 was driven by an increase of $38.5 million in immunodiagnostics revenue and an increase of $11.9 million in reproductive health revenue, partially offset by a decrease of $24.5 million in applied genomics revenue.

Segment operating income for the three months ended September 29, 2024 was $101.4 million, as compared to $81.7 million for the three months ended October 1, 2023, an increase of $19.7 million, or 24%. Segment operating margin increased 395 basis points in the three months ended September 29, 2024, as compared to the three months ended October 1, 2023, primarily due to higher sales volume, cost containment, and productivity initiatives.

Segment operating income for the nine months ended September 29, 2024 was $274.8 million, as compared to $241.4 million for the nine months ended October 1, 2023, an increase of $33.4 million, or 14%. Segment operating margin increased 249 basis points in the nine months ended September 29, 2024, as compared to the nine months ended October 1, 2023, primarily due to higher sales volume, cost containment, and productivity initiatives.

Discontinued Operations

On March 13, 2023, we completed the sale (the “Closing”) of certain assets and the equity interests of certain entities constituting our Applied, Food and Enterprise Services businesses (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. We received approximately $2.27 billion in cash proceeds before transaction costs. At Closing, we were entitled to an additional $75.0 million in proceeds payable in installments to commence upon our ceasing the use of the PerkinElmer brand and related trademarks and transferring them to the Purchaser (“Brand Fee”). The discounted value of the $75.0 million was measured as $65.2 million and was included in the proceeds. During the second quarter of fiscal year 2024, we received the first installment of the Brand Fee. We expect to receive the remaining balance of the Brand Fee in installments through March 2025. 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 received approximately $138.5 million of cash for post-closing adjustments during the second quarter of fiscal year 2024.

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 (loss) from discontinued operations in our condensed consolidated statements of operations:

			Three Months Ended												Nine Months Ended
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
			(In thousands)
Revenue			$	—					$	—					$	—					$	175,423
Cost of revenue			—						—						—						124,647
Selling, general and administrative expenses			—						—						—						74,794
Research and development expenses			—						—						—						10,434
Operating loss			—						—						—						(34,452)
Other income (expense):
Gain (loss) on sale			402						(58)						(25,057)						835,629
Other income, net			—						—						—						913
Total other income (expense)			402						(58)						(25,057)						836,542
Income (loss) from discontinued operations before income taxes			402						(58)						(25,057)						802,090
(Benefit from) provision for income tax			(579)						22,914						(6,109)						303,495
Income (loss) from discontinued operations			$	981					$	(22,972)					$	(18,948)					$	498,595

The results of discontinued operations during the three and nine months ended October 1, 2023 include the results of the Business through March 13, 2023. During the nine months ended September 29, 2024, we recognized $25.1 million of other expense primarily due to the adjustment to the receivable related to the post-closing adjustment and divestiture-related costs in gain on sale. During the nine months ended October 1, 2023, we recognized $35.3 million and $36.0 million of divestiture-related costs in gain on sale and selling, general and administrative expenses in discontinued operations, respectively.

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 revolving 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, in the foreseeable future, including at least in the next 12 months. However, we expect to use external sources to satisfy the balance of our debt when due, any larger acquisitions and other long-term liabilities. The sale of the Business generated approximately $2.27 billion in cash proceeds. We expect to continue to use these proceeds for a combination of opportunistic share repurchases and continued strategic and value creating acquisitions.

At September 29, 2024, we had cash and cash equivalents of $1,229.8 million, of which $511.7 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 use a variety of cash redeployment and financing strategies to ensure that our worldwide cash is available in the locations in which it is needed.

In connection with the sale of the Business, we expect to receive the remaining balance related to the Brand Fee of $65.6 million as of September 29, 2024, in installments through March 2025.

On April 27, 2023, our Board of Directors (our “Board”) authorized us to repurchase shares of common stock for an aggregate amount up to $600.0 million under a stock repurchase program (the “Repurchase Program”). During the three months ended September 29, 2024, we repurchased 1,283,609 shares of common stock under the Repurchase Program for an aggregate cost of $153.4 million. During the nine months ended September 29, 2024, we repurchased 1,535,311 shares of common stock under the Repurchase Program for an aggregate cost of $179.3 million. Subsequent to the third quarter of fiscal year 2024, we repurchased 284,985 shares of common stock under the Repurchase Program at an aggregate cost of $34.3 million. On October 24, 2024, 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 $1.0 billion under a new stock repurchase program (the “New Repurchase Program”). No shares remain available for repurchase under the Repurchase Program due to its termination. The New Repurchase Program will expire on October 23, 2026 unless terminated earlier by our Board and may be suspended or discontinued at any time. Subsequent to October 24, 2024, we repurchased 171,400 shares of common stock under the New Repurchase Program at an aggregate cost of $20.3 million. If we continue to repurchase shares, the New Repurchase Program will be funded using our existing financial resources, including cash and cash equivalents, and our existing senior unsecured revolving credit facility.

As of September 29, 2024, we may have to pay contingent consideration related to acquisitions with open contingency periods of up to $82.7 million. As of September 29, 2024, we have recorded contingent consideration obligations of $31.1 million, of which $13.0 million was recorded in accrued expenses and other current liabilities, and $18.1 million was recorded in long-term liabilities. The maximum earnout period for acquisitions with open contingency periods is 7.2 years from September 29, 2024, and the remaining weighted average expected earnout period at September 29, 2024 was 4.4 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 nine months ended September 29, 2024, we contributed $5.2 million, in the aggregate, to pension plans outside of the United States, and expect to contribute an additional $1.7 million by the end of fiscal year 2024. 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.

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.

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.

Cash Flows

Operating Activities. Net cash provided by operating activities of our continuing operations was $489.5 million for the nine months ended September 29, 2024, as compared to $58.8 million for the nine months ended October 1, 2023, an increase of $430.7 million, primarily due to higher income from continuing operations and less cash used for investments in working capital during the nine months ended September 29, 2024 as compared to the nine months ended October 1, 2023. The cash provided by operating activities for the nine months ended September 29, 2024 was principally a result of income from continuing operations of $194.7 million, adjustments for non-cash charges aggregating to $373.7 million, including depreciation and amortization of $322.8 million, and a net cash decrease in working capital of $78.9 million. The cash provided by operating activities for the nine months ended October 1, 2023 was principally a result of income from continuing operations of $115.9 million, and adjustments for non-cash charges aggregating to $417.0 million, including depreciation and amortization of $326.2 million, as well as net cash decrease in working capital of $474.1 million.

Investing Activities. Net cash provided by investing activities of our continuing operations was $646.0 million for the nine months ended September 29, 2024, as compared to net cash used in investing activities of $346.4 million for the nine months ended October 1, 2023, an increase of $992.4 million. During the nine months ended September 29, 2024, proceeds from maturity of U.S. treasury securities were $710.0 million and proceeds from investments and notes receivables were $2.5 million. The cash provided by investing activities during the nine months ended September 29, 2024 was partially offset by net cash used for capital expenditures of $62.2 million, as compared to $57.3 million for the nine months ended October 1, 2023. During the nine months ended September 29, 2024, purchases of investments and notes receivables were $4.3 million, as compared to $6.0 million for the nine months ended October 1, 2023. During the nine months ended October 1, 2023, purchases of investments in U.S. treasury securities amounted to $831.2 million, and net cash used for acquisitions was $2.1 million, which were partially offset by proceeds from maturity of U.S. treasury securities totaling $550.0 million.

Financing Activities. Net cash used in financing activities was $935.2 million for the nine months ended September 29, 2024, as compared to $927.5 million for the nine months ended October 1, 2023, an increase in net cash used in financing activities of $7.7 million. During the nine months ended September 29, 2024, we made net payments of $722.3 million on debts, as compared to $510.8 million during the nine months ended October 1, 2023. During the nine months ended September 29, 2024, we repurchased shares of our common stock for a total cost of $184.4 million, as compared to $384.0 million in the prior year period. We paid $8.8 million for acquisition-related contingent consideration during the nine months ended September 29, 2024, as compared to $10.1 million in the prior year period. We paid $25.9 million in dividends for the nine months ended September 29, 2024, as compared to $26.3 million for the nine months ended October 1, 2023. The cash used in financing activities during the nine months ended September 29, 2024 was partially offset by proceeds from the issuance of common stock under our stock plans of $6.2 million during the nine months ended September 29, 2024, as compared to $3.7 million for the nine months ended October 1, 2023.

Borrowing Arrangements

During the third quarter of fiscal year 2024, we paid in full $711.5 million of outstanding 0.850% Senior Unsecured Notes that became due in September 2024. See Note 6, Debt, in the Notes to Condensed Consolidated Financial Statements and Note 13, Debt, to our audited consolidated financial statements in the 2023 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 three quarters of fiscal year 2024 and in each quarter of fiscal year 2023. At September 29, 2024, we had accrued $8.5 million for dividends declared on July 25, 2024 for the third quarter of fiscal year 2024 that will be paid in November 2024. On October 24, 2024, we announced that our Board had declared a quarterly dividend of $0.07 per share for the fourth quarter of fiscal year 2024 that will be payable in February 2025. 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

On January 1, 2024, we adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) and it will first apply to the annual disclosures for the year ending December 29, 2024, which we are in the process of drafting. See Note 1, Basis of Presentation, in the Notes to the Consolidated Statements for a detailed discussion.