SPX Technologies Inc

Previous wording

Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses’ or our industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, changes and trends in our business and the markets in which we operate under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential” or “continue” or the negative of those terms or other comparable terminology. Particular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in the Company’s markets; changes in anticipated capital investment and maintenance expenditures by customers; availability, limitations or cost increases of raw materials and/or commodities that cannot be recovered in product pricing; the impact of competition on profit margins and the Company’s ability to maintain or increase market share; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to the Company’s digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting the Company’s business, including regulatory changes; changes in worldwide economic conditions, including as a result of geopolitical conflicts; uncertainties with respect to the Company’s ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of acquisition or disposition transactions, including with respect to integrating a…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses’ or our industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, changes and trends in our business and the markets in which we operate under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential” or “continue” or the negative of those terms or other comparable terminology. Particular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in our markets; changes in anticipated capital investment and maintenance expenditures by customers; changes in economic conditions in relevant global and North American markets, including as a result of the imposition, or threat of imposition, of tariffs, such as the significant tariffs announced by the U.S. government in 2025, including the broad tariffs announced in April 2025, and retaliatory tariffs announced in response thereto and other trade barriers or geopolitical conflicts; availability, limitations or cost increases of raw materials and/or commodities, including as a result of new or increased tariffs, as well as the potential impact of retaliatory tariffs and other penalties that cannot be recovered in product pricing; the impact of competition on profit margins and our ability to maintain or increase market share; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to our digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

All the forward-looking statements are qualified in their entirety by reference to the factors discussed under the heading “Risk Factors” in our 2023 Annual Report on Form 10-K, in any subsequent filing with the U.S. Securities and Exchange Commission, as well as in any documents incorporated by reference that describe risks, uncertainties and other factors that could cause results to differ materially from those projected in these forward-looking statements. We caution you that these risk factors may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, you should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document.

Current wording

All the forward-looking statements are qualified in their entirety by reference to the factors discussed under the heading “Risk Factors” in our 2024 Annual Report on Form 10-K, in any subsequent filing with the U.S. Securities and Exchange Commission, as well as in any documents incorporated by reference that describe risks, uncertainties and other factors that could cause results to differ materially from those projected in these forward-looking statements. We caution you that these risk factors may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, you should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility to update or publicly revise any forward-looking statements, except to the extent we are legally required to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document.

Previous wording

Ongoing geopolitical conflicts, and governmental actions implemented in response to these conflicts, did not have a significant adverse impact on our operating results during the three and nine months ended September 28, 2024 and September 30, 2023. We are monitoring the availability of certain raw materials that are supplied by businesses in the countries impacted by these conflicts. However, at this time, we do not expect the potential impact to be material to our operating results. These conflicts have created additional demand for certain products within our communication technologies business. The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.

Current wording

Ongoing geopolitical conflicts, and governmental actions implemented in response to these conflicts, did not have a significant adverse impact on our operating results during the three months ended March 29, 2025 and March 30, 2024. We are monitoring the availability of certain raw materials that are supplied by businesses in the countries impacted by these conflicts. However, at this time, we do not expect the potential impact to be material to our operating results. These conflicts have created additional demand for certain products within our communication technologies business. The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.

Previous wording

▪Acquired on February 7, 2024 for cash consideration of Canadian Dollar (“CAD”) 393.9 (or $292.0), net of (i) an adjustment to the purchase price of $2.1 during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $1.5.

Current wording

▪Acquired on February 7, 2024 for cash consideration of $292.0, net of (i) an adjustment to the purchase price of $2.1 received during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $1.5.

Previous wording

During the three and nine months ended September 28, 2024, we generated operating income of $78.9 and $218.1, respectively, compared to $57.7 and $158.8 for the respective periods in 2023. The increase in operating income during the three and nine months ended September 28, 2024, compared to the respective periods in 2023, was due primarily to higher income from our reportable segments of $22.2 and $80.8, respectively, lower corporate expense of $0.6 and $5.9, respectively, and, for the three month period, a decrease in integration costs of $1.5. These impacts were partially offset by increases during the three and nine months ended, compared to their respective periods in 2023, in intangible asset amortization expense of $2.0 and $15.8, respectively. The nine-month period ended September 28, 2024 also included increased integration costs of $1.3, primarily related to the Ingénia and ASPEQ acquisitions, and a charge of $8.4 related to a settlement with the seller of ULC regarding additional contingent consideration. The increase in income from our reportable segments was primarily due to (i) the revenue growth mentioned above and associated operating leverage, (ii) more favorable product mix, primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives, partially offset by increases in personnel costs, within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions. The increase in intangible asset amortization expense was driven by the acquisitions mentioned above.

Current wording

During the three months ended March 29, 2025, we generated operating income of $66.6, compared to $64.6 for the respective period in 2024. The increase in operating income during the three months ended March 29, 2025 was due primarily to higher income from our HVAC and Detection and Measurement reportable segments of $10.7, collectively, partially offset by increases in intangible asset amortization expense of $4.9 and acquisition-related costs of $3.8, primarily related to the KTS and Ingénia acquisitions. The increase in income for our HVAC reportable segment was primarily due to the revenue growth mentioned above. The increase in income for our Detection and Measurement reportable segment was due primarily to (i) favorable product mix, primarily within our communication technologies business, and (ii) the acquisition of KTS. These increases were partially offset by the impact of the organic revenue decline mentioned above.

Previous wording

Cash flows from operating activities associated with continuing operations totaled $146.4 for the nine months ended September 28, 2024, compared to cash flows from operating activities of $120.0 during the nine months ended September 30,

Current wording

Cash flows used in operating activities associated with continuing operations totaled $10.4 for the three months ended March 29, 2025, compared to cash flows from operating activities of $10.7 during the three months ended March 30, 2024. The decrease in cash flows from operating activities was due primarily to amounts paid into an escrow account in connection with the KTS acquisition related to future service obligations of certain employees totaling$46.5 as required by the acquisition agreement, partially offset by (i) the increase in income, exclusive of the non-cash expenses incurred during the respective periods, discussed above and (ii) a payment, during the three months ended March 28, 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0.

Previous wording

The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2023 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for the full year. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2024 are March 30, June 29, and September 28, compared to the respective April 1, July 1, and September 30, 2023 dates. We had one less day in the first quarter of 2024 and will have two more days in the fourth quarter of 2024 than in the respective 2023 periods.

Current wording

The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2024 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for the full year. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2025 are March 29, June 28, and September 27, compared to the respective March 30, June 29, and September 28, 2024 dates. We had two less days in the first quarter of 2025 and will have one more day in the fourth quarter of 2025 than in the respective 2024 periods.

Previous wording

The following table provides selected financial information for the three and nine months ended September 28, 2024 and September 30, 2023, including the reconciliation of organic revenue increase to the net revenue increase:

Current wording

The following table provides selected financial information for the three months ended March 29, 2025 and March 30, 2024:

Previous wording

Gross Profit —For the three and nine months ended September 28, 2024, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective periods in 2023, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, (ii) a more favorable product mix, primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives.

Current wording

Gross Profit — For the three months ended March 29, 2025, theincrease in gross profit and gross profit as a percentage of revenues, compared to the respective period in 2024, was due primarily to (i) favorable product mix, primarily within our communication technologies business, and (ii) the impact of the inorganic revenue growth mentioned above.

Previous wording

Selling, General and Administrative (“SG&A”) Expense — For the three months ended September 28, 2024, the increase in SG&A expense, compared to the respective period in 2023, was due primarily to incremental SG&A resulting from the acquisition of Ingénia of $2.6 (including integration costs of $0.7) and increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions.

Current wording

Selling, General and Administrative (“SG&A”) Expense — For the three months ended March 29, 2025, the increase in SG&A expense, compared to the respective period in 2024, was due primarily to (i) higher acquisition and integration-related costs of $4.2, and (ii) incremental SG&A resulting from the acquisitions of KTS and Ingénia of $1.5.

Previous wording

Intangible Amortiz ation — For the three and nine months ended September 28, 2024, the increase in intangible amortization, compared to the respective periods in 2023, was primarily related to incremental amortization associated with (i) backlog from the Ingénia acquisition and (ii) other intangible assets associated with the acquisition of Ingénia and, for the nine-month period, the acquisitions of TAMCO and ASPEQ.

Current wording

Intangible Amortiz ation — For the three months ended March 29, 2025, the increase in intangible asset amortization expense, compared to the respective period in 2024, was primarily related to incremental amortization associated with (i) backlog from the KTS acquisition and (ii) other intangible assets associated with the acquisitions of KTS and Ingénia.

Previous wording

Special Charges, net — Special charges, net, for the three and nine months ended September 28, 2024 related primarily to severance costs associated with restructuring actions at businesses within our HVAC and Detection and Measurement reportable segments. See Note 7 to our condensed consolidated financial statements for additional details.

Current wording

Special Charges, net — Special charges, net for the three months ended March 29, 2025 related primarily to severance costs associated with restructuring actions. See Note 7 to our condensed consolidated financial statements for additional details.

Previous wording

Other expense, net, for the nine months ended September 28, 2024 was composed primarily of a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $2.1, pension and postretirement expense of $1.0, foreign currency transaction losses of $0.8, and losses on fixed asset disposals of $0.2, partially offset by income of $1.4 derived from COLI policies.

Current wording

Other Income (Expense), net —Other income, net, for the three months ended March 29, 2025 was composed primarily of a gain of $4.5 related to a change in the estimated fair value of an equity security that we hold and $1.7 of income derived from company-owned life insurance (“COLI”) policies, partially offset by environmental remediation charges of $1.2, pension and postretirement expense of $1.4 (including net settlement and actuarial losses of $0.8), foreign currency transaction losses of $0.5 and losses on disposal of property, plant and equipment of $0.4.

Previous wording

Other income, net, for the nine months ended September 30, 2023 was composed primarily of a gain of (i) $3.6 related to a change in the estimated fair value of an equity security that we hold and (ii) $0.4 related to income derived from COLI policies, partially offset by foreign currency transaction losses of $0.4, pension and postretirement expense of $0.6, and environmental remediation charges of $0.5.

Current wording

Other expense, net, for the three months ended March 30, 2024 was composed primarily of a loss of$4.2 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $0.8, and pension and postretirement expense of $0.4, partially offset by income of $0.9 derived from COLI policies and foreign currency transaction gains of $0.5.

Previous wording

Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during the three and nine months ended September 28, 2024, compared to the respective periods in 2023, was due primarily to higher average debt balances during the 2024 periods, primarily resulting from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions. Refer to Note 12 to the condensed consolidated financial statements for additional details.

Current wording

Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during the three months ended March 29, 2025, compared to the respective period in 2024, was the result of higher average debt balances. The higher average debt balances primarily resulted from borrowings associated with the KTS acquisition. Refer to Note 12 to the condensed consolidated financial statements for additional details.

Previous wording

Income Tax Provision — For the three months ended September 28, 2024, we recorded an income tax provision of $15.1 on $66.0 of pre-tax income from continuing operations, resulting in an effective rate of 22.9%. This compares to an income tax provision for the three months ended September 30, 2023 of $12.4 on $48.1 of pre-tax income from continuing operations, resulting in an effective rate of 25.8%. The most significant items impacting the income tax provision for the third quarters of 2024 and 2023 were $0.7 of tax benefits in 2024 resulting from increased federal tax credits and $0.8 of foreign withholding tax in 2023.

Current wording

Income Tax Provision — For the three months ended March 29, 2025, we recorded an income tax provision of $6.2 on $57.9 of pre-tax income from continuing operations, resulting in an effective rate of 10.7%. This compares to an income tax provision for the three months ended March 30, 2024 of $1.9 on $51.1 of pre-tax income from continuing operations, resulting in an effective rate of 3.7%. The most significant item impacting the income tax provision for the first quarters of 2025 and 2024 was $8.5 and $10.9, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods.

Previous wording

Revenues — For the three months ended September 28, 2024, the increase in revenues, compared to the respective period in 2023, was due primarily to organic revenue growth as well as inorganic revenue growth resulting from the Ingénia acquisition. The organic revenue growth was due primarily to increased volume of cooling products driven by continued strength in demand and higher throughput resulting from expanded production capacity.

Current wording

Revenues — For the three months ended March 29, 2025, theincrease in revenues, compared to the respective period in 2024, was due primarily to organic revenue growth and inorganic revenue growth resulting from the Ingénia acquisition. The organic revenue growth was due primarily to higher volumes of heating products associated with unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024.

Previous wording

Income —For the three and nine months ended September 28, 2024, the increase in income and margin, compared to the respective periods in 2023, was due primarily to the revenue growth mentioned above and associated operating leverage, as well as the impact of continuous improvement initiatives, partially offset by increases in personnel costs due to annual merit increases and growth-related headcount additions.

Current wording

Income —For the three months ended March 29, 2025, theincrease in income and margin, compared to the respective period in 2024, was due primarily to the revenue growth mentioned above.

Previous wording

Backlog — The segment had backlog of $193.5 and $233.6 as of September 28, 2024 and September 30, 2023, respectively.

Current wording

Backlog — The segment had backlog of $451.3 and$461.9 as of March 29, 2025 and March 30, 2024, respectively.

Previous wording

Income — For the three and nine months ended September 28, 2024, the increase in income and margin, compared to the respective periods in 2023, was due primarily to (i) increased volume and a more favorable project mix within our transportation and aids to navigation businesses and (ii) the impact of continuous improvement initiatives. These increases were partially offset by the reduction in income associated with the volume declines from the larger-than-typical project within our communications technologies business mentioned above.

Current wording

Income — For the three months ended March 29, 2025, the increase in income and margin, compared to the respective period in 2024, was primarily due to (i) favorable mix, primarily within our communication technologies business, and (ii) the acquisition of KTS. These increases were partially offset by the impact of the organic revenue decline mentioned above.

Previous wording

Backlog — The segment had backlog of $437.7 and $338.2 as of September 28, 2024 and September 30, 2023, respectively. Backlog associated with the Ingénia acquisition totaled $136.4 as of September 28, 2024.

Current wording

Backlog — The segment had backlog of$345.5 and$206.5 as of March 29, 2025 and March 30, 2024, respectively. Backlog associated with the KTS acquisition totaled $48.6 as of March 29, 2025.

Previous wording

Corporate Expense — Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters based in Charlotte, North Carolina. The decrease in corporate expense during the three months ended September 28, 2024, compared to the respective period in 2023, was due primarily to a reduction in costs incurred for professional services.

Current wording

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

Previous wording

Long-Term Incentive Compensation Expense —Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes.

Current wording

Long-Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes. The increase in long-term incentive compensation expense in 2025, compared to 2024, was due primarily to (i) an increase in the fair value of performance-based share awards resulting from plan design changes affected beginning in 2024, which increased the maximum potential payout range from 150% to 200% of target, and (ii) the accumulation of awards related to recent changes in certain key management positions.

Previous wording

Listed below are the cash flows from (used in) operating, investing, and financing activities and discontinued operations, as well as the net change in cash and equivalents for the nine months ended September 28, 2024 and September 30, 2023.

Current wording

Listed below are the cash flows from (used in) operating, investing, and financing activities and discontinued operations, as well as the net change in cash and equivalents for the three months ended March 29, 2025 and March 30, 2024.

Previous wording

Operating Activities — The increase in cash flows from operating activities for the nine months ended September 28, 2024, compared to the nine months ended September 30, 2023, was due primarily to cash inflows resulting from the increase in operating income discussed previously, exclusive of the non-cash expenses (primarily intangible asset amortization and depreciation expense) incurred during the respective periods, and reductions in the level of elevated purchases of raw materials and components during the 2024 period due to stabilization of the supply chain environment. These impacts were primarily offset by (i) decreases in cash flows at certain of our project-related businesses, as cash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from period to period, (ii) additional interest payments of $16.7 due to higher average debt balances resulting from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions, (iii) $11.9 in additional short-term incentive compensation payments, (iv) a payment, during the first quarter of 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0, and (v) payment of $8.4 associated with a settlement for additional contingent consideration to the seller of ULC mentioned above.

Current wording

Operating Activities — The decrease in cash flows during the three months ended March 29, 2025, compared to the respective period in 2024, was due primarily to amounts paid into an escrow account in connection with the KTS acquisition related to future service obligations of certain employees of$46.5, partially offset by (i) the increase in income, exclusive of the non-cash expenses incurred during the respective periods, discussed previously and (ii) a payment, during the three months ended March 30, 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0.

Previous wording

Investing Activities — Cash flows used in investing activities of continuing operations for the nine months ended September 28, 2024 were comprised of net cash utilized in the acquisition of Ingénia of $292.0 and capital expenditures of $28.2, partially offset by net proceeds from COLI policies of $42.9, inclusive of borrowings of $41.2 against the cash surrender value of these COLI policies. See Note 12 to the condensed consolidated financial statements for additional details. Cash flows used in investing activities of continuing operations for the nine months ended September 30, 2023 were comprised of net cash utilized in the acquisitions of TAMCO and ASPEQ of $547.3 and capital expenditures of $16.5, partially offset by proceeds from COLI policies of $2.6.

Current wording

Investing Activities — Cash flows used in investing activities for the three months ended March 29, 2025 were comprised primarily of net cash utilized in acquisitions, including KTS, of $304.1 and capital expenditures of $5.5 partially offset by net proceeds from COLI policies of $3.0.

Previous wording

Cash flows from financing activities of continuing operations for the nine months ended September 30, 2023 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $396.3 and $32.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions. These borrowings were partially offset by minimum withholdings paid on behalf of employees on long-term incentive awards, net of proceeds from options exercised, of $1.5, and fees paid in connection with the Incremental Term Loan of $1.3. Net repayments under our other various debt instruments totaled $0.4.

Current wording

Financing Activities — Cash flows from financing activities for the three months ended March 29, 2025 were comprised of net borrowings under our credit facilities and trade receivables financing arrangement of $295.0 and $50.0, respectively, primarily in connection with the KTS acquisition and net borrowings under our other various debt instruments of $0.5. These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $9.8.

Previous wording

Financing Activities — Cash flows from financing activities of continuing operations for the nine months ended September 28, 2024 were comprised of (i) net borrowings under the Credit Agreement and trade receivables financing arrangement of $148.2 and $31.0, respectively, primarily in connection with the Ingénia acquisition, (ii) fees paid in connection with the August 30, 2024 amendment of our Credit Agreement, and (iii) net repayments under our other various debt instruments of $0.8. These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $1.1.

Current wording

Cash flows from financing activities for the three months ended March 30, 2024 were comprised of net borrowings under our credit facilities and trade receivables financing arrangement of $278.0 and $18.0, respectively, primarily in connection with the Ingénia acquisition. These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $3.0 and net repayments under our other various debt instruments of $0.3.

Previous wording

Discontinued Operations — Cash flows used in discontinued operations for the nine months ended September 28, 2024 relate primarily to the final payment under the Settlement Agreement of $25.1 (net of the cash received upon maturation of the related foreign currency forward contracts of $2.0) to MHI and disbursements for liabilities retained in connection with previous dispositions.

Current wording

Cash used in discontinued operations for the three months ended March 30, 2024 relate primarily to disbursements for liabilities retained in connection with previous dispositions.

Previous wording

Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rates — Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during the first nine months of 2024 and 2023.

Current wording

Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rates — Changes in foreign currency exchange ratesdid not have a significant impact on our cash and equivalents during the first quarters of 2025 and 2024.

Previous wording

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

Current wording

Borrowings — The following summarizes our debt activity (both current and non-current) for the three months ended March 29, 2025.

Previous wording

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

Current wording

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

Previous wording

(2)The term loans are repayable in quarterly installments equal to 0.625% of the initial balances of $545.0, in each of the first three quarters of 2024, and 1.25% during the fourth quarter of 2024, all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balances are payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $1.3 and $1.7 at September 28, 2024 and December 31, 2023, respectively.

Current wording

(2)The term loans are repayable in quarterly installments equal to 1.25% of the initial term loan balances of $545.0, in all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balances are payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $1.1 and $1.2 at March 29, 2025 and December 31, 2024, respectively.

Previous wording

(3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At September 28, 2024, we had $17.5 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $47.0.

Current wording

(3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At March 29, 2025, we had $9.3 of available borrowing capacity under this facility after giving effect to outstanding borrowings of$59.0.

Previous wording

(4)Primarily includes balances under a purchase card program of $1.4 and $1.9 and finance lease obligations of $0.9 and $0.5 at September 28, 2024 and December 31, 2023, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.

Current wording

(4)Primarily includes balances under a purchase card program of $1.7 and $1.1 and finance lease obligations of $1.1 and $1.2 at March 29, 2025 and December 31, 2024, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.

Previous wording

(5)“Other” includes the amortization of debt issuance costs associated with the term loans.

Current wording

(5)“Other” includes the impact of amortization of debt issuance costs associated with the term loans.

Previous wording

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

Current wording

At March 29, 2025, we were in compliance with all covenants of our senior credit agreement.

Previous wording

Availability — At September 28, 2024, we had $834.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facilities of $155.0 and $11.0 reserved for outstanding letters of credit. In addition, at September 28, 2024, we had $8.9 of available issuance capacity under our foreign credit instrument facilities after giving effect to $16.1 reserved for outstanding lettersof credit.

Current wording

Availability — At March 29, 2025, we had $614.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $375.0 and $11.0 reserved for outstanding letters of credit. In addition, at March 29, 2025, we had $12.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $12.2 reserved for outstanding letters of credit.

Previous wording

The Company has investments in COLI policies, which are recorded at their cash surrender value at each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our condensed consolidated statements of operations. The Company has the ability to borrow against a portion of its investment in the COLI policies as an additional source of liquidity. During the first nine months of 2024, the Company borrowed $41.2 against the cash surrender value of these COLI policies. Such borrowings were used primarily to pay down amounts payable under the revolving credit facility. The amounts borrowed incur interest at a rate of 5.3%. The cash surrender value of the Company’s investments in COLI assets, net of the aforementioned borrowing, was $34.0 and $76.7 at September 28, 2024 and December 31, 2023, respectively, recorded in “Other assets” on the condensed consolidated balance sheets. See Note 12 to the condensed consolidated financial statements for additional information.

Current wording

We have investments in COLI policies, which are recorded at their cash surrender value of $36.3 and $36.2 at March 29, 2025 and December 31, 2024, respectively. We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity. The amounts borrowed totaled $39.0 at March 29, 2025 and December 31, 2024 and incur interest at a rate of 5.3%. After such borrowings, minimal capacity to borrow against the policies remains. See Note 12 to the consolidated financial statements for additional information.

Previous wording

Contractual Obligations — Other than items discussed in the borrowings and availability section above, and new operating leases referenced in Note 5 to the condensed consolidated financial statements, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2023 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $4.0 as of September 28, 2024. Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we do not believe that within the next 12 months our previously unrecognized tax benefits will decrease by a material amount.

Current wording

Contractual Obligations — Other than the borrowings under our revolving loan facility in connection with the KTS acquisition discussed above and further borrowings under that facility to fund, together with available cash, the acquisition on April 15, 2025 of Sigma & Omega, as described in Note 18 to our condensed consolidated financial statements, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2024 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $4.5 as of March 29, 2025. Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we do not believe that within the next 12 months our previously unrecognized tax benefits will decrease by a material amount.