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

38K characters. Original on sec.gov · Markdown

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 and emerging market diagnostics.

Effective at the beginning of fiscal year 2025, we implemented changes to our operating model. The majority of our Applied Genomics business, previously reported as part of the Diagnostics segment, has been integrated into a newly formed Life Sciences Solutions business, encompassing all Life Sciences reagents and consumables, instruments and services, as well as technology and licensing, which is reported as part of the Life Sciences segment. Beginning in fiscal year 2025, the Life Sciences segment consists of Life Sciences Solutions and Software, while the Diagnostics segment consists of Immunodiagnostics and Reproductive Health.

Overview of the Third Quarter of Fiscal Year 2025

Our overall revenue in the third quarter of fiscal year 2025 was $698.9 million which increased by $14.9 million, or 2%, as compared to the third quarter of fiscal year 2024, reflecting an increase of $10.9 million, or 3%, in our Diagnostics segment revenue, and an increase of $4.0 million, or 1%, in our Life Sciences segment revenue. The increase in our Diagnostics segment revenue for the third quarter of fiscal year 2025 was driven primarily by our Reproductive Health business. The increase in our Life Sciences segment revenue for the third quarter of fiscal year 2025 was driven by increased revenue in our Software business.

Our consolidated gross margins decreased 266 basis points in the third quarter of fiscal year 2025, as compared to the third quarter of fiscal year 2024, primarily due to increased tariffs, unfavorable changes in foreign exchange rates, and product mix shift. Our consolidated operating margins decreased 263 basis points in the third quarter of fiscal year 2025, as compared to the third quarter of fiscal year 2024, due to gross margin headwinds as discussed above.

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 29, 2024 (our “2024 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 28, 2025.

Consolidated Results of Continuing Operations

Revenue

Revenue for the three months ended September 28, 2025 was $698.9 million, as compared to $684.0 million for the three months ended September 29, 2024, an increase of $14.9 million, or approximately 2%, which includes an approximate 1% increase in revenue attributable to favorable changes in foreign exchange rates. 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 $342.8 million for the three months ended September 28, 2025, as compared to $338.8 million for the three months ended September 29, 2024, an increase of $4.0 million, or 1%, driven by an increase of $8.9 million in Software revenue and a decrease of $4.9 million in Life Sciences Solutions revenue. Diagnostics segment revenue was $356.1 million for the three months ended September 28, 2025, as compared to $345.2 million for the three months ended September 29, 2024, an increase of $10.9 million, or 3%, due to an increase of $9.7 million in Reproductive Health revenue and an increase of $1.2 million in Immunodiagnostics revenue.

Revenue for the nine months ended September 28, 2025 was $2,084.0 million, as compared to $2,025.7 million for the nine months ended September 29, 2024, an increase of $58.3 million, or approximately 3%. 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 $1,049.1 million for the nine months ended September 28, 2025, as compared to $1,023.8 million for the nine months ended September 29, 2024, an increase of $25.3 million, or 2%, driven by an increase of $35.1 million in Software revenue, partially offset by a decrease of $9.8 million in Life Sciences Solutions revenue. Diagnostics segment revenue was $1,034.9 million for the nine months ended September 28, 2025, as compared to $1,001.8 million for the nine months ended September 29, 2024, an increase of $33.1 million, or 3%, due to an increase of $15.6 million in Immunodiagnostics revenue and an increase of $17.4 million in Reproductive Health revenue.

Cost of Revenue

Cost of revenue for the three months ended September 28, 2025 was $324.3 million, as compared to $299.2 million for the three months ended September 29, 2024, an increase of $25.1 million, or 8%. As a percentage of revenue, cost of revenue increased to 46.4% for the three months ended September 28, 2025, from 43.7% for the three months ended September 29, 2024, resulting in a decrease in gross margin of 266 basis points to 53.6% for the three months ended September 28, 2025, from 56.3% for the three months ended September 29, 2024, primarily due to increased tariffs, unfavorable changes in foreign exchange rates, and product mix shift. 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. Rebranding costs were $0.1 million for the three months ended September 29, 2024. Amortization of intangible assets was $35.3 million for the three months ended September 28, 2025, as compared to $36.4 million for the three months ended September 29, 2024.

Cost of revenue for the nine months ended September 28, 2025 was $941.3 million, as compared to $900.3 million for the nine months ended September 29, 2024, an increase of $41.0 million, or 5%. As a percentage of revenue, cost of revenue increased to 45.2% for the nine months ended September 28, 2025, from 44.4% for the nine months ended September 29, 2024, resulting in a decrease in gross margin of 72 basis points to 54.8% for the nine months ended September 28, 2025, from 55.6% for the nine months ended September 29, 2024, primarily due to increased tariffs, unfavorable changes in foreign exchange rates and product mix shift partially offset by the completion of product rebranding efforts in 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. Rebranding costs were $6.2 million for the nine months ended September 29, 2024. Amortization of intangible assets was $106.2 million for the nine months ended September 28, 2025, as compared to $109.1 million for the nine months ended September 29, 2024.

We now estimate that pursuant to the tariffs recently enacted and currently in effect, our cost of revenue for the current fiscal year could increase by approximately $25 million. However, we anticipate that as the result of the mitigating actions that we have taken and plan to take, the tariffs would result in a decrease to our gross margin for the current fiscal year of approximately $20 million. The majority of this impact affects products manufactured in Europe for the U.S. market. We are

implementing a comprehensive mitigation strategy that includes manufacturing optimization, supplier collaboration, selective pricing actions, and targeted temporary cost measures to minimize financial exposure.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 28, 2025 were $241.9 million, as compared to $237.5 million for the three months ended September 29, 2024, an increase of $4.4 million, or 2%. As a percentage of revenue, selling, general and administrative expenses decreased and were 34.6% for the three months ended September 28, 2025, as compared to 34.7% for the three months ended September 29, 2024. Restructuring and other costs, net, increased, and was $9.9 million for the three months ended September 28, 2025, as compared to decreasing expenses by $0.1 million for the three months ended September 29, 2024. Costs related to our transformation initiatives focused on business process modernization, automation and implementation of global systems to support the new Revvity Business Model (“transformation costs”) added an incremental expense of $5.1 million for the three months ended September 28, 2025. Purchase accounting adjustments increased expenses by $0.2 million for the three months ended September 28, 2025, as compared to decreasing expenses by $0.3 million for the three months ended September 29, 2024, which primarily consisted of a change in contingent consideration. The above increases in selling, general and administrative expenses compared to prior year were partially offset by a decrease in amortization of intangible assets, which was $48.7 million for the three months ended September 28, 2025, as compared to $53.2 million for the three months ended September 29, 2024. Acquisition and divestiture-related expenses, which primarily consisted of legal and integration costs, added an incremental expense of $0.3 million for the three months ended September 28, 2025. 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. Significant litigation matters and settlements added an incremental expense of $0.8 million for each of the three months ended September 28, 2025 and September 29, 2024. Excluding the items noted above, selling, general and administrative expenses decreased due to cost controls and productivity gains partially offset by unfavorable changes in foreign exchange rates and investments in digital capabilities and innovation.

Selling, general and administrative expenses for the nine months ended September 28, 2025 were $740.2 million, as compared to $749.7 million for the nine months ended September 29, 2024, a decrease of $9.6 million, or 1%. As a percentage of revenue, selling, general and administrative expenses decreased and were 35.5% for the nine months ended September 28, 2025, as compared to 37.0% for the nine months ended September 29, 2024. Amortization of intangible assets decreased and was $145.9 million for the nine months ended September 28, 2025, as compared to $162.4 million for the nine months ended September 29, 2024. Acquisition and divestiture-related expenses, which primarily consisted of legal and integration costs, added an incremental expense of $3.0 million for the nine months ended September 28, 2025. 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. Purchase accounting adjustments increased expenses by $1.8 million for the nine months ended September 28, 2025, as compared to $6.1 million for the nine months ended September 29, 2024, which primarily consisted of a change in contingent consideration. Costs for significant environmental matters decreased by $1.2 million for the nine months ended September 28, 2025. The above decreases were partially offset by an increase in restructuring and other costs, net, which was $24.4 million for the nine months ended September 28, 2025, as compared to $22.1 million for the nine months ended September 29, 2024. Significant litigation matters and settlements added an incremental expense of $12.5 million for the nine months ended September 28, 2025, as compared to $7.1 million for the nine months ended September 29, 2024. Transformation costs added an incremental expense of $6.2 million for the nine months ended September 28, 2025. Excluding the items noted above, selling, general and administrative expenses increased due to unfavorable changes in foreign exchange rates and investments in digital capabilities and innovation partially offset by cost control and productivity.

Research and Development Expenses

Research and development expenses for the three months ended September 28, 2025 were $50.8 million, as compared to $49.1 million for the three months ended September 29, 2024, an increase of $1.7 million, or 3%. As a percentage of revenue, research and development expenses increased and were 7.3% for the three months ended September 28, 2025, as compared to 7.2% for the three months ended September 29, 2024. The increase in research and development expenses was primarily driven by unfavorable changes in foreign exchange rates and our investments in new product development. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $0.7 million for the three months ended September 29, 2024.

Research and development expenses for the nine months ended September 28, 2025 were $157.7 million, as compared to $147.6 million for the nine months ended September 29, 2024, an increase of $10.0 million, or 7%. As a percentage of revenue, research and development expenses increased and were 7.6% for the nine months ended September 28, 2025, as compared to 7.3% for the nine months ended September 29, 2024. The increase in research and development expenses was primarily driven

by unfavorable changes in foreign exchange rates and our investments in new product development. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $2.1 million for the nine months ended September 29, 2024.

Interest and Other Expense (Income), Net

Interest and other expense (income), net, consisted of the following:

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Interest income$(6,925)$(22,764)$(25,351)$(63,362)
Interest expense22,77124,38368,67273,497
Change in fair value of investments4,602(7,004)3,484(13,975)
Other components of net periodic pension cost1,7291,95610,2115,778
Foreign exchange losses and other expense, net4,0341,22311,1534,485
Total interest and other expense (income), net$26,211$(2,206)$68,169$6,423

The decrease in interest income for the three and nine months ended September 28, 2025 as compared to the three and nine months ended September 29, 2024 was primarily due to a decrease in marketable securities and short-term investments. Interest expense was lower for the three and nine months ended September 28, 2025 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 2024.

Provision for Income Taxes

The provision for income taxes from continuing operations was $8.5 million for the three months ended September 28, 2025, as compared to $7.0 million for the three months ended September 29, 2024. The provision for income taxes from continuing operations was $32.6 million for the nine months ended September 28, 2025, as compared to $26.9 million for the nine months ended September 29, 2024.

The effective tax rate from continuing operations was 15.2% and 18.5% for the three and nine months ended September 28, 2025, as compared to 6.9% and 12.1% for the three and nine months ended September 29, 2024. The effective tax rate for the three and nine months ended September 28, 2025 was higher as compared to the three and nine months ended September 29, 2024 primarily due to net favorable impacts of prior year true-ups recorded in fiscal year 2024 in foreign locations of $7.1 million. We expect that the effective tax rate on continuing operations, before discrete items, will be approximately 20% during fiscal year 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key 2017 Tax Cuts & Jobs Act provisions. Notable domestic tax provisions include options related to the accelerated deduction of previously capitalized U.S. Section 174 research and development expenditures and permanent 100% bonus depreciation. Several of the provisions being modified are retroactive to an earlier date in 2025. The OBBBA also makes additional changes to international tax provisions, including substantive changes to existing Global Intangible Low-Taxed Income (GILTI), foreign-derived intangible income (FDII), and base erosion and anti-abuse tax (BEAT) provisions. The enactment of OBBBA is not expected to materially impact our fiscal year 2025 provision for income taxes. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

Reporting Segment Results of Continuing Operations

Life Sciences

Revenue for the three months ended September 28, 2025 was $342.8 million, as compared to $338.8 million for the three months ended September 29, 2024, an increase of $4.0 million, or 1%, which includes an approximate 1% increase in revenue attributable to favorable changes in foreign exchange rates. The increase in our Life Sciences segment revenue during the three months ended September 28, 2025 was driven by an increase of $8.9 million in Software revenue, partially offset by a decrease of $4.9 million in Life Sciences Solutions revenue.

Revenue for the nine months ended September 28, 2025 was $1,049.1 million, as compared to $1,023.8 million for the nine months ended September 29, 2024, an increase of $25.3 million, or 2%, which includes an approximate 1% increase in revenue attributable to favorable changes in foreign exchange rates. The increase in our Life Sciences segment revenue during the nine months ended September 28, 2025 was driven by an increase of $35.1 million in Software revenue, partially offset by a decrease of $9.8 million in Life Sciences Solutions revenue.

Segment operating income for the three months ended September 28, 2025 was $101.0 million, as compared to $110.6 million for the three months ended September 29, 2024, a decrease of $9.5 million, or 9%. Segment operating margin decreased 316 basis points in the three months ended September 28, 2025, as compared to the three months ended September 29, 2024, primarily due to increased tariffs, unfavorable changes in foreign exchange rates, and product mix shift.

Segment operating income for the nine months ended September 28, 2025 was $322.2 million, as compared to $329.1 million for the nine months ended September 29, 2024, a decrease of $6.9 million, or 2%. Segment operating margin decreased 143 basis points in the nine months ended September 28, 2025, as compared to the nine months ended September 29, 2024, primarily due to increased tariffs, unfavorable changes in foreign exchange rates, product mix shift, and investments in new product development and digital capabilities.

Diagnostics

Revenue for the three months ended September 28, 2025 was $356.1 million, as compared to $345.2 million for the three months ended September 29, 2024, an increase of $10.9 million, or 3%, which includes an approximate 2% increase in revenue attributable to favorable changes in foreign exchange rates. The increase in our Diagnostics segment revenue during the three months ended September 28, 2025 was driven by an increase of $9.7 million in Reproductive Health revenue and an increase of $1.2 million in Immunodiagnostics revenue.

Revenue for the nine months ended September 28, 2025 was $1,034.9 million, as compared to $1,001.8 million for the nine months ended September 29, 2024, an increase of $33.1 million, or 3%. The increase in our Diagnostics segment revenue during the nine months ended September 28, 2025 was driven by an increase of $17.4 million in Reproductive Health revenue and an increase of $15.6 million in Immunodiagnostics revenue.

Segment operating income for the three months ended September 28, 2025 was $89.4 million, as compared to $93.8 million for the three months ended September 29, 2024, a decrease of $4.5 million, or 5%. Segment operating margin decreased 209 basis points in the three months ended September 28, 2025, as compared to the three months ended September 29, 2024, primarily due to increased tariffs, unfavorable changes in foreign exchange rates, product mix shift, and investments in new product development and digital capabilities.

Segment operating income for the nine months ended September 28, 2025 was $252.8 million, as compared to $262.8 million for the nine months ended September 29, 2024, a decrease of $10.0 million, or 4%. Segment operating margin decreased 180 basis points in the nine months ended September 28, 2025, as compared to the nine months ended September 29, 2024, primarily due to increased tariffs, unfavorable changes in foreign exchange rates, product mix shift, and investments in new product development and digital capabilities.

Discontinued Operations

During fiscal year 2023, we completed the sale of certain assets and the equity interests constituting our Applied, Food and Enterprise Services businesses (the “Business”) for approximately $2.27 billion in cash proceeds before transaction costs. During fiscal year 2023 and fiscal year 2024, we recognized a pre-tax gain (loss) on sale of $811.5 million and $(25.4) million, respectively. During fiscal year 2023 and fiscal year 2024, we recognized income (loss) from discontinued operations of $513.6 million and $(12.7) million, respectively. The Business was a component of our Discovery & Analytical Solutions segment, which is now referred to as the Life Sciences segment. The sale of the Business was reported as discontinued operations in our condensed consolidated financial statements.

During the three months ended September 28, 2025 and September 29, 2024, we recorded a (loss) gain on sale of $(0.3) million and $0.4 million, respectively, and a provision for (benefit from) income taxes of $0.2 million and $(0.6) million, respectively, related to the sale of the Business. During the nine months ended September 28, 2025 and September 29, 2024, we recorded a loss on sale of $(0.6) million and $(25.1) million, respectively, and a provision for (benefit from) income taxes of $0.7 million and $(6.1) million, respectively, related to the sale of the Business.

In connection with the sale of the Business, we have received proceeds in installments that commenced upon our ceasing the use of the former brand and related trademarks and transferring them to the purchaser of the Business (“the Brand Fee”). During the third quarter of fiscal year 2025, we received the final installment of the Brand Fee from the purchaser of the Business.

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 our internal 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, acquisitions, interest payments on our debt and dividends on our common stock, for the foreseeable future, including at least the next 12 months.

At September 28, 2025, we had cash and cash equivalents of $931.4 million, of which $540.0 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.

On October 24, 2024, our Board of Directors (our “Board”) authorized us to repurchase shares of common stock for an aggregate amount up to $1.0 billion under a stock repurchase program (the “Repurchase Program”). As of September 28, 2025, $209.7 million remained available for aggregate repurchases of shares under the Repurchase Program. Subsequent to the third quarter of fiscal year 2025, we repurchased 515,232 shares of common stock under the Repurchase Program at an aggregate cost of $47.5 million. On October 23, 2025, 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 22, 2027 unless terminated earlier by our Board and may be suspended or discontinued at any time. Subsequent to October 23, 2025, we repurchased 172,642 shares of common stock under the New Repurchase Program at an aggregate cost of $16.5 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 28, 2025, we may have to pay contingent consideration related to acquisitions with open contingency periods of up to $77.9 million. As of September 28, 2025, we have recorded contingent consideration obligations of $19.2 million, of which $5.0 million was recorded in accrued expenses and other current liabilities, and $14.2 million was recorded in long-term liabilities. The maximum earnout period for acquisitions with open contingency periods is 6.2 years from September 28, 2025, and the remaining weighted average expected earnout period at September 28, 2025 was 3.8 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.

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 $407.0 million for the nine months ended September 28, 2025, as compared to $489.5 million for the nine months ended September 29, 2024, a decrease of $82.5 million, primarily due to timing of collections during the nine months ended September 28, 2025 as compared to the nine months ended September 29, 2024. The cash provided by operating activities for the nine months ended September 28, 2025 was principally a result of income from continuing operations of $144.1 million, adjustments for non-cash charges aggregating to $360.8 million, including depreciation and amortization of $302.3 million, and a net cash decrease in working capital of $97.9 million. 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, and 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.

Investing Activities. Net cash used in investing activities of our continuing operations was $53.2 million for the nine months ended September 28, 2025, as compared to net cash provided of $646.0 million for the nine months ended September 29, 2024, an increase of $699.1 million in net cash used in investing activities. During the nine months ended September 28, 2025, net cash used for capital expenditures was $53.4 million, as compared to $62.2 million for the nine months ended September 29, 2024. The cash used in investing activities during the nine months ended September 28, 2025 was partially offset by $0.2 million proceeds from disposition of businesses and assets. 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, which were partially offset by purchases of investments and notes receivables totaling $4.3 million.

Financing Activities. Net cash used in financing activities was $681.2 million for the nine months ended September 28, 2025, as compared to $935.2 million for the nine months ended September 29, 2024, a decrease of $254.0 million. During the nine months ended September 28, 2025, we repurchased shares of our common stock for a total cost of $652.5 million, as compared to $184.4 million in the prior year period. We paid $24.8 million in dividends for the nine months ended September 28, 2025, as compared to $25.9 million for the nine months ended September 29, 2024. During the nine months ended September 28, 2025, we made net payments of $2.6 million on debts, as compared to $722.3 million during the nine months ended September 29, 2024. We paid $3.8 million for acquisition-related contingent consideration during the nine months ended September 28, 2025, as compared to $8.8 million in the prior year period. The cash used in financing activities during the nine months ended September 28, 2025 was partially offset by proceeds from the issuance of common stock under our stock plans of $2.6 million during the nine months ended September 28, 2025, as compared to $6.2 million for the nine months ended September 29, 2024.

Borrowing Arrangements

Our outstanding €500,000 Principal 1.875% Senior Unsecured Notes due in 2026 (“2026 Notes”) will mature in July 2026. We expect to repay the 2026 Notes with our existing cash on hand or drawings from our senior unsecured revolving credit facility, or a combination thereof.

On January 7, 2025, our prior senior unsecured revolving credit facility was cancelled and replaced with a new senior unsecured revolving credit facility with a five-year term and a borrowing capacity of $1.5 billion available through January 7, 2030. See Note 6, Debt, in the Notes to Condensed Consolidated Financial Statements and Note 12, Debt, to our audited consolidated financial statements in the 2024 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 the first three quarters of fiscal year 2025 and in each quarter of fiscal year 2024. At September 28, 2025, we had accrued $8.0 million for dividends declared on July 24, 2025 for the third quarter of fiscal year 2025 that will be paid in November 2025. On October 23, 2025, we announced that our Board had declared a quarterly dividend of $0.07 per share for the fourth quarter of fiscal year 2025 that will be payable in February 2026. 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 2024 Form 10-K for a summary of recently adopted new accounting pronouncements during the fiscal year ended December 29, 2024. We have not adopted any new accounting pronouncements during the nine months ended September 28, 2025.

Previous: Item 1. Unaudited Financial Statements · Next: Item 3. Quantitative and Qualitative Disclosures About Market Risk