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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission file number 001-39483
 ________________________________________________
Vontier Corporation
(Exact name of registrant as specified in its charter)
 
Delaware 84-2783455
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. employer
identification number)
5438 Wade Park Boulevard, Suite 600
Raleigh, NC 27607
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (984) 275-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareVNTNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of October 28, 2024, there were 150.2 million shares of the Registrant’s common stock outstanding.



TABLE OF CONTENTS
Page
2

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in millions, except per share amounts)
 September 27, 2024December 31, 2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$330.9 $340.9 
Accounts receivable, less allowance for credit losses of $38.4 million and $35.7 million as of September 27, 2024 and December 31, 2023, respectively
531.4 497.5 
Inventories333.0 296.6 
Prepaid expenses and other current assets147.7 141.4 
Current assets held for sale— 56.1 
Total current assets1,343.0 1,332.5 
Property, plant and equipment, net123.5 102.3 
Operating lease right-of-use assets50.2 47.0 
Long-term financing receivables, less allowance for credit losses of $31.7 million and $33.7 million as of September 27, 2024 and December 31, 2023, respectively
288.4 276.2 
Other intangible assets, net508.6 568.3 
Goodwill1,743.9 1,742.4 
Other assets249.5 225.3 
Total assets$4,307.1 $4,294.0 
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt$5.4 $106.6 
Trade accounts payable370.2 366.8 
Current operating lease liabilities16.1 14.0 
Accrued expenses and other current liabilities426.5 435.8 
Current liabilities held for sale— 32.1 
Total current liabilities818.2 955.3 
Long-term operating lease liabilities39.9 37.1 
Long-term debt2,191.1 2,189.0 
Other long-term liabilities214.5 217.0 
Total liabilities3,263.7 3,398.4 
Commitments and Contingencies (Note 9)
Equity:
Preferred stock, 15.0 million shares authorized; no par value; no shares issued and outstanding
— — 
Common stock, 2.0 billion shares authorized; $0.0001 par value; 171.9 million and 170.8 million shares issued, and 150.8 million and 154.3 million outstanding as of September 27, 2024 and December 31, 2023, respectively
— — 
Treasury stock, at cost, 21.1 million and 16.5 million shares as of September 27, 2024 and December 31, 2023, respectively
(567.6)(403.4)
Additional paid-in capital75.8 56.8 
Retained earnings1,419.3 1,132.1 
Accumulated other comprehensive income107.1 104.9 
Total Vontier stockholders’ equity1,034.6 890.4 
Noncontrolling interests8.8 5.2 
Total equity1,043.4 895.6 
Total liabilities and equity$4,307.1 $4,294.0 
See the accompanying Notes to the Consolidated Condensed Financial Statements.
3

VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(in millions, except per share amounts)
(unaudited)
 Three Months EndedNine Months Ended
 September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Sales$750.0 $765.4 $2,202.2 $2,306.2 
Operating costs and expenses:
Cost of sales, excluding amortization of acquisition-related intangible assets(395.8)(406.4)(1,140.5)(1,246.1)
Selling, general and administrative expenses(157.0)(157.2)(478.7)(481.6)
Research and development expenses(45.7)(39.1)(135.3)(120.4)
Amortization of acquisition-related intangible assets(20.0)(20.1)(60.0)(61.1)
Operating profit131.5 142.6 387.7 397.0 
Non-operating income (expense), net:
Interest expense, net(18.9)(22.8)(56.2)(70.7)
Gain on sale of business— 0.3 37.2 34.4 
Other non-operating expense, net(0.3)(0.2)(1.6)(1.6)
Earnings before income taxes112.3 119.9 367.1 359.1 
Provision for income taxes(20.5)(29.3)(68.4)(88.4)
Net earnings$91.8 $90.6 $298.7 $270.7 
Net earnings per share:
Basic$0.60 $0.59 $1.94 $1.74 
Diluted$0.60 $0.58 $1.93 $1.73 
Weighted average shares outstanding:
Basic152.4 154.8 153.8 155.3 
Diluted153.2 155.8 154.7 156.1 
Net earnings$91.8 $90.6 $298.7 $270.7 
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments29.1 (22.1)2.1 (34.2)
Other adjustments— — 0.1 0.1 
Total other comprehensive income (loss), net of income taxes29.1 (22.1)2.2 (34.1)
Comprehensive income$120.9 $68.5 $300.9 $236.6 
See the accompanying Notes to the Consolidated Condensed Financial Statements.
4

VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY
(in millions, except per share amounts)
(unaudited)
 
Common StockTreasury StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive IncomeNoncontrolling
Interests		Total
SharesAmountSharesAmount
Balance, December 31, 2023170.8 $— 16.5 $(403.4)$56.8 $1,132.1 $104.9 $5.2 $895.6 
Net earnings— — — — — 136.8 — — 136.8 
Dividends on common stock ($0.025 per share)
— — — — — (3.9)— — (3.9)
Other comprehensive loss, net of income taxes— — — — — — (22.2)— (22.2)
Stock-based compensation expense— — — — 7.0 — — 2.5 9.5 
Common stock-based award activity, net of shares for tax withholding0.9 — — — 2.7 — — — 2.7 
Purchase of treasury stock— — 0.6 (21.9)— — — — (21.9)
Other— — — — (4.0)— — — (4.0)
Balance, March 29, 2024171.7 — 17.1 (425.3)62.5 1,265.0 82.7 7.7 992.6 
Net earnings— — — — — 70.1 — — 70.1 
Dividends on common stock ($0.025 per share)
— — — — — (3.8)— — (3.8)
Other comprehensive loss, net of income taxes— — — — — — (4.7)— (4.7)
Stock-based compensation expense— — — — 7.3 — — 0.6 7.9 
Common stock-based award activity, net of shares for tax withholding0.1 — — — 0.8 — — — 0.8 
Purchase of treasury stock— — 0.9 (38.5)— — — — (38.5)
Change in noncontrolling interests— — — — — — — (0.1)(0.1)
Balance, June 28, 2024171.8 — 18.0 (463.8)70.6 1,331.3 78.0 8.2 1,024.3 
Net earnings— — — — — 91.8 — — 91.8 
Dividends on common stock ($0.025 per share)
— — — — — (3.8)— — (3.8)
Other comprehensive income, net of income taxes— — — — — — 29.1 — 29.1 
Stock-based compensation expense— — — — 7.4 — — 0.5 7.9 
Common stock-based award activity, net of shares for tax withholding0.1 — — — (0.1)— — — (0.1)
Purchase of treasury stock— — 3.1 (103.8)(2.1)— — — (105.9)
Change in noncontrolling interests— — — — — — — 0.1 0.1 
Balance, September 27, 2024171.9 $— 21.1 $(567.6)$75.8 $1,419.3 $107.1 $8.8 $1,043.4 
See the accompanying Notes to the Consolidated Condensed Financial Statements.
5

VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY (continued)
(in millions, except per share amounts)
(unaudited)
Common StockTreasury StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive IncomeNoncontrolling
Interests		Total
SharesAmountSharesAmount
Balance, December 31, 2022169.7 $— 13.7 $(328.0)$27.6 $770.8 $106.1 $3.0 $579.5 
Net earnings— — — — — 82.8 — — 82.8 
Dividends on common stock ($0.025 per share)
— — — — — (3.9)— — (3.9)
Other comprehensive loss, net of income taxes— — — — — — (3.7)— (3.7)
Stock-based compensation expense— — — — 6.1 — — 0.7 6.8 
Common stock-based award activity, net of shares for tax withholding0.5 — — — (3.1)— — — (3.1)
Purchase of treasury stock— — 0.9 (18.4)— — — — (18.4)
Balance, March 31, 2023170.2 — 14.6 (346.4)30.6 849.7 102.4 3.7 640.0 
Net earnings— — — — — 97.3 — — 97.3 
Dividends on common stock ($0.025 per share)
— — — — — (3.9)— — (3.9)
Other comprehensive loss, net of income taxes— — — — — — (8.3)— (8.3)
Stock-based compensation expense— — — — 7.0 — — 1.5 8.5 
Common stock-based award activity, net of shares for tax withholding0.1 — — — 0.2 — — — 0.2 
Purchase of treasury stock— — 1.1 (32.1)— — — — (32.1)
Change in noncontrolling interests— — — — — — — (0.3)(0.3)
Balance, June 30, 2023170.3 — 15.7 (378.5)37.8 943.1 94.1 4.9 701.4 
Net earnings— — — — — 90.6 — — 90.6 
Dividends on common stock ($0.025 per share)
— — — — — (3.9)— — (3.9)
Other comprehensive loss, net of income taxes— — — — — — (22.1)— (22.1)
Stock-based compensation expense— — — — 7.7 — — 1.1 8.8 
Common stock-based award activity, net of shares for tax withholding0.2 — — — 2.4 — — — 2.4 
Purchase of treasury stock— — 0.4 (11.7)— — — — (11.7)
Change in noncontrolling interests— — — — — — — (0.5)(0.5)
Balance, September 29, 2023170.5 $— 16.1 $(390.2)$47.9 $1,029.8 $72.0 $5.5 $765.0 
See the accompanying Notes to the Consolidated Condensed Financial Statements.
6

VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
 Nine Months Ended
 September 27, 2024September 29, 2023
Cash flows from operating activities:
Net earnings$298.7 $270.7 
Non-cash items:
Depreciation expense34.5 32.7 
Amortization of acquisition-related intangible assets60.0 61.1 
Stock-based compensation expense25.3 24.1 
Gain on sale of business(37.2)(34.4)
Change in deferred income taxes(11.4)(16.1)
Other non-cash items5.0 2.4 
Change in accounts receivable and long-term financing receivables, net(46.2)(33.6)
Change in other operating assets and liabilities(69.3)(16.8)
Net cash provided by operating activities259.4 290.1 
Cash flows from investing activities:
Proceeds from sale of business, net of cash provided68.4 107.5 
Payments for additions to property, plant and equipment(62.6)(43.5)
Proceeds from sale of property, plant and equipment1.3 4.3 
Cash paid for equity investments (2.3)(2.7)
Proceeds from sale of equity securities0.2 20.4 
Net cash provided by investing activities5.0 86.0 
Cash flows from financing activities:
Repayment of long-term debt(100.0)(240.0)
Net (repayments of) proceeds from short-term borrowings(1.2)1.4 
Payments of common stock cash dividend(11.5)(11.7)
Purchases of treasury stock(164.6)(61.6)
Proceeds from stock option exercises 14.4 6.0 
Other financing activities(13.9)(7.4)
Net cash used in financing activities(276.8)(313.3)
Effect of exchange rate changes on cash and cash equivalents2.4 (3.7)
Net change in cash and cash equivalents(10.0)59.1 
Beginning balance of cash and cash equivalents340.9 204.5 
Ending balance of cash and cash equivalents$330.9 $263.6 
See the accompanying Notes to the Consolidated Condensed Financial Statements.
7

VONTIER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Nature of Business
Vontier Corporation (“Vontier” or the “Company”) is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. The Company operates through three reportable segments which align to the Company’s three operating segments: (i) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks, and integrated solutions for alternative fuel dispensing; (ii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees; and (iii) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure. The Company’s Global Traffic Technologies and Coats businesses, which were divested during April 2023 and January 2024, respectively, are presented in Other for periods prior to the divestitures.
Basis of Presentation and Unaudited Interim Financial Information
The accompanying Consolidated Condensed Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are unaudited.
The interim Consolidated Condensed Financial Statements include the accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated Condensed Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of operations, therefore, net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated Condensed Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented.
In the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Consolidated Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”).
Foreign Currency Translation and Transactions
Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the periods presented.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company’s annual financial statements for the year ended December 31, 2025, with early adoption permitted. Prospective application is required, with retrospective application permitted. The Company is currently assessing the impact ASU 2023-09 will have on its consolidated financial statements.
8

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances segment disclosures primarily by requiring disclosure of significant segment expenses. ASU 2023-07 is effective for the Company’s annual financial statements for the year ended December 31, 2024, and for its interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2025, with early adoption permitted. Retrospective application is required. Adoption of the ASU will expand the Company’s segment disclosures, and will have no impact on its results of operations, cash flows or financial condition.
NOTE 2. FINANCING AND TRADE RECEIVABLES
The Company’s financing receivables are comprised of commercial purchase security agreements originated between the Company’s franchisees and technicians or independent shop owners that are assumed by the Company (“PSAs”) and commercial loans to the Company’s franchisees (“Franchisee Notes”) in the Repair Solutions segment. Financing receivables are generally secured by the underlying tools and equipment financed.
PSAs are installment sales contracts originated between the franchisee and technicians or independent shop owners which enable these customers to purchase tools and equipment on an extended-term payment plan. PSA payment terms are generally up to five years. Upon origination, the Company assumes the PSA by crediting the franchisee’s trade accounts receivable. As a result, originations of PSAs are non-cash transactions. The Company records PSAs at amortized cost.
Franchisee Notes have payment terms of up to 10 years and include financing to fund business startup costs including: (i) installment loans to franchisees used generally to finance inventory, equipment, and franchise fees; and (ii) lines of credit to finance working capital, including additional purchases of inventory.
Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. Accrued interest is included in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets and was insignificant as of September 27, 2024 and December 31, 2023.
Product sales to franchisees and the related financing income is included in Cash flows from operating activities in the accompanying Consolidated Condensed Statements of Cash Flows.
The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets were as follows:
($ in millions)September 27, 2024December 31, 2023
Gross current financing receivables:
PSAs$98.0 $100.7 
Franchisee Notes25.1 23.1 
Current financing receivables, gross$123.1 $123.8 
Allowance for credit losses:
PSAs$12.8 $12.8 
Franchisee Notes8.0 7.3 
Total allowance for credit losses$20.8 $20.1 
Net current financing receivables:
PSAs, net$85.2 $87.9 
Franchisee Notes, net17.1 15.8 
Total current financing receivables, net$102.3 $103.7 
9

The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows:

($ in millions)September 27, 2024December 31, 2023
Gross long-term financing receivables:
PSAs$257.7 $245.7 
Franchisee Notes62.4 64.2 
Long-term financing receivables, gross$320.1 $309.9 
Allowance for credit losses:
PSAs$26.7 $28.7 
Franchisee Notes5.0 5.0 
Total allowance for credit losses$31.7 $33.7 
Net long-term financing receivables:
PSAs, net$231.0 $217.0 
Franchisee Notes, net57.4 59.2 
Total long-term financing receivables, net$288.4 $276.2 

As of September 27, 2024 and December 31, 2023, the net unamortized discount on our financing receivables was $18.6 million and $17.6 million, respectively.
Credit score and distributor tenure are the primary indicators of credit quality for the Company’s financing receivables. The amortized cost basis and current period gross write-offs of PSAs and Franchisee Notes by origination year as of and for the nine months ended September 27, 2024, is as follows:
($ in millions)20242023202220212020PriorTotal
PSAs
Credit Score:
Less than 400$8.4 $8.9 $3.9 $1.9 $0.7 $— $23.8 
400-59923.6 16.9 7.8 3.4 1.3 0.3 53.3 
600-79947.4 35.4 15.9 8.2 2.8 0.4 110.1 
800+78.6 52.9 23.8 9.7 3.1 0.4 168.5 
Total PSAs$158.0 $114.1 $51.4 $23.2 $7.9 $1.1 $355.7 
Franchisee Notes
Active distributors$23.4 $17.6 $10.7 $8.7 $4.1 $6.0 $70.5 
Separated distributors0.2 1.7 3.9 3.7 1.6 5.9 17.0 
Total Franchisee Notes$23.6 $19.3 $14.6 $12.4 $5.7 $11.9 $87.5 
Current Period Gross Write-offs
PSAs$0.7 $13.4 $9.2 $4.6 $2.2 $1.1 $31.2 
Franchisee Notes— 0.1 0.5 1.4 1.3 2.2 5.5 
Total current period gross write-offs$0.7 $13.5 $9.7 $6.0 $3.5 $3.3 $36.7 

10

Past Due
PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of:
($ in millions)30-59 days past due60-90 days past dueGreater than 90 days past dueTotal past dueTotal not considered past dueTotalGreater than 90 days past due and accruing interest
September 27, 2024$3.4 $1.8 $7.2 $12.4 $343.3 $355.7 $7.2 
December 31, 20233.7 1.9 7.2 12.8 333.6 346.4 7.2 
Franchisee Notes are considered past due when payments have not been made for 21 days after the due date. Past due Franchisee Notes (where the franchisee had not yet separated) were insignificant as of September 27, 2024 and December 31, 2023.
Uncollectable Status
PSAs are deemed uncollectable and written off when they are both contractually delinquent and no payment has been received for 180 days.
Franchisee Notes are deemed uncollectable and written off after a distributor separates and no payments have been received for one year.
The Company stops accruing interest and other fees associated with financing receivables when (i) a customer is placed in uncollectable status and repossession efforts have begun; (ii) upon receipt of notification of bankruptcy; (iii) upon notification of the death of a customer; or (iv) other instances in which management concludes collectability is not reasonably assured.
Allowance for Credit Losses Related to Financing Receivables
The Company calculates the allowance for credit losses considering several factors, including the aging of its financing receivables, historical credit loss and portfolio delinquency experience and current economic conditions. The Company also evaluates financing receivables with identified exposures, such as customer defaults, bankruptcy or other events that make it unlikely it will recover the amounts owed to it. In calculating such reserves, the Company evaluates expected cash flows, including estimated proceeds from disposition of collateral, and calculates an estimate of the potential loss and the probability of loss. When a loss is considered probable on an individual financing receivable, a specific reserve is recorded.
The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of:
September 27, 2024
($ in millions)PSAsFranchisee NotesTotal
Allowance for credit losses, beginning of year$41.5 $12.3 $53.8 
Provision for credit losses27.9 6.2 34.1 
Write-offs(31.2)(5.5)(36.7)
Recoveries of amounts previously charged off1.3 — 1.3 
Allowance for credit losses, end of period$39.5 $13.0 $52.5 
11

Allowance for Credit Losses Related to Trade Accounts Receivables
The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables, excluding financing receivables, and the Company’s trade accounts receivable cost basis as of:

($ in millions)September 27, 2024
Cost basis of trade accounts receivable$446.7 
Allowance for credit losses balance, beginning of year15.6 
Provision for credit losses4.6 
Write-offs(2.6)
Allowance for credit losses balance, end of period17.6 
Net trade accounts receivable balance$429.1 
NOTE 3. INVENTORIES
The classes of inventory as of September 27, 2024 and December 31, 2023 are summarized as follows:
($ in millions)September 27, 2024December 31, 2023
Finished goods$149.8 $132.8 
Work in process20.7 20.1 
Raw materials162.5 143.7 
Total$333.0 $296.6 
NOTE 4. FINANCING
The Company had the following debt outstanding as of:
($ in millions)September 27, 2024December 31, 2023
Short-term borrowings:
Short-term borrowings and bank overdrafts$5.4 $6.6 
Long-term debt:
Three-Year Term Loans due 2024$— $100.0 
Three-Year Term Loans due 2025600.0 600.0 
1.800% senior unsecured notes due 2026
500.0 500.0 
2.400% senior unsecured notes due 2028
500.0 500.0 
2.950% senior unsecured notes due 2031
600.0 600.0 
Revolving Credit Facility due 2026— — 
Total long-term debt2,200.0 2,300.0 
Less: current portion of long-term debt— (100.0)
Less: discounts and debt issuance costs(8.9)(11.0)
Total long-term debt, net$2,191.1 $2,189.0 
The Company’s long-term debt requires, among others, that the Company maintains certain financial covenants, and the Company was in compliance with all of these covenants as of September 27, 2024.
Credit Facilities
Revolving Credit Facility

The Revolving Credit Facility bears interest at a variable rate equal to SOFR plus an 11.4 basis points SOFR adjustment, plus a ratings-based margin which was 117.5 basis points as of September 27, 2024. As of September 27, 2024, there were no borrowings outstanding and $750.0 million of available borrowing capacity under the Revolving Credit Facility.

12

Three-Year Term Loans Due 2024

The Three-Year Term Loans Due 2024 were to mature on October 28, 2024. The Company was not obligated to make repayments prior to the maturity date but did voluntarily repay the remaining $100.0 million outstanding as of December 31, 2023 during the nine months ended September 27, 2024.

Three-Year Term Loans Due 2025
The Three-Year Term Loans Due 2025 (“Term Loans”), which mature on December 30, 2025, bear interest at a variable rate equal to SOFR plus a 10.0 basis points credit spread adjustment, plus a ratings-based margin which was 125.0 basis points as of September 27, 2024. The interest rate was 6.60% per annum as of September 27, 2024. There was no material difference between the carrying value and the estimated fair value of the debt outstanding as of September 27, 2024.
Senior Unsecured Notes
The Company’s senior unsecured notes (collectively, the “Registered Notes”) consist of the following:
•$500.0 million aggregate principal amount of senior notes due April 1, 2026 bearing interest at the rate of 1.800% per year;
•$500.0 million aggregate principal amount of senior notes due April 1, 2028 bearing interest at the rate of 2.400% per year; and
•$600.0 million aggregate principal amount of senior notes due April 1, 2031 bearing interest at the rate of 2.950% per year.
The estimated fair value of the Registered Notes was $1.5 billion as of September 27, 2024. The fair value of the Registered Notes was determined based upon Level 2 inputs including indicative prices based upon observable market data. The difference between the fair value and the carrying amounts of the Registered Notes may be attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing.
Short-term Borrowings
As of September 27, 2024, certain of the Company’s businesses were in a cash overdraft position, and such overdrafts are included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Additionally, the Company has other short-term borrowing arrangements with various banks to facilitate short-term cash flow requirements in certain countries also included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Given the nature of the short-term borrowings, the carrying value approximates fair value as of September 27, 2024.
13

NOTE 5. ACCUMULATED OTHER COMPREHENSIVE INCOME

Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
The changes in Accumulated other comprehensive income by component are summarized below:
($ in millions)Foreign Currency Translation Adjustments
Other Adjustments (b)
Total
For the Three Months Ended September 27, 2024:
Balance, June 28, 2024$79.5 $(1.5)$78.0 
Other comprehensive income before reclassifications, net of income taxes29.1 — 29.1 
Amounts reclassified from accumulated other comprehensive income:
Increase— 0.1 
(a)
0.1 
Income tax impact— (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive income, net of income taxes— — — 
Net current period other comprehensive income, net of income taxes29.1 — 29.1 
Balance, September 27, 2024$108.6 $(1.5)$107.1 
For the Three Months Ended September 29, 2023:
Balance, June 30, 2023$95.7 $(1.6)$94.1 
Other comprehensive loss before reclassifications, net of income taxes(22.1)— (22.1)
Net current period other comprehensive loss, net of income taxes(22.1)— (22.1)
Balance, September 29, 2023$73.6 $(1.6)$72.0 
(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost.
(b) Includes balances relating to defined benefit plans and supplemental executive retirement plans.
14

($ in millions)Foreign Currency Translation Adjustments
Other Adjustments (b)
Total
For the Nine Months Ended September 27, 2024:
Balance, December 31, 2023$106.5 $(1.6)$104.9 
Other comprehensive income before reclassifications, net of income taxes1.1 — 1.1 
Amounts reclassified from accumulated other comprehensive income:
Sale of business1.0 
(c)
— 1.0 
Increase— 0.2 
(a)
0.2 
Income tax impact— (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive income, net of income taxes1.0 0.1 1.1 
Net current period other comprehensive income, net of income taxes2.1 0.1 2.2 
Balance, September 27, 2024$108.6 $(1.5)$107.1 
For the Nine Months Ended September 29, 2023:
Balance, December 31, 2022$107.8 $(1.7)$106.1 
Other comprehensive loss before reclassifications, net of income taxes(34.5)— (34.5)
Amounts reclassified from accumulated other comprehensive income:
Sale of business0.3 
(c)
— 0.3 
Increase— 0.1 
(a)
0.1 
Amounts reclassified from accumulated other comprehensive income, net of income taxes0.3 0.1 0.4 
Net current period other comprehensive (loss) income, net of income taxes(34.2)0.1 (34.1)
Balance, September 29, 2023$73.6 $(1.6)$72.0 
(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost.
(b) Includes balances relating to defined benefit plans and supplemental executive retirement plans.
(c) Reclassified to Gain on sale of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income.
NOTE 6. SALES
Contract Assets
In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $8.4 million and $6.8 million as of September 27, 2024 and December 31, 2023, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Condensed Balance Sheets.
Contract Costs
The Company incurs direct incremental costs to obtain and fulfill certain contracts, typically costs associated with assets used by our customers in certain sales arrangements and sales-related commissions. As of September 27, 2024 and December 31, 2023, the Company had $105.9 million and $90.9 million, respectively, in revenue-related capitalized contract costs primarily related to assets used by the Company’s customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Condensed Balance Sheets.
Contract Liabilities
The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, post contract support (“PCS”) and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Condensed Balance Sheets.
15

The Company’s contract liabilities consisted of the following:
($ in millions)September 27, 2024December 31, 2023
Deferred revenue, current$122.7 $132.4 
Deferred revenue, noncurrent59.3 53.6 
Total contract liabilities$182.0 $186.0 
During the three and nine months ended September 27, 2024, the Company recognized $15.6 million and $92.1 million of revenue related to the Company’s contract liabilities at December 31, 2023, respectively. The change in contract liabilities from December 31, 2023 to September 27, 2024 was primarily due to the timing of cash receipts and sales of PCS and extended warranty services.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to performance obligations which are unsatisfied as of the end of the period. The Company has excluded performance obligations with an original expected duration of one year or less and amounts for variable consideration allocated to wholly-unsatisfied performance obligations. Remaining performance obligations as of September 27, 2024 were $480.6 million, the majority of which are related to software-as-a-service and extended warranty and service contracts. The Company expects approximately 65 percent of the remaining performance obligations will be fulfilled within the next two years, 80 percent within the next three years, and 90 percent within four years.
Disaggregation of Revenue
Revenue from contracts with customers is disaggregated by sales of products and services and geographic location for each of our reportable segments, as it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Disaggregation of revenue was as follows for the three months ended September 27, 2024:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsEliminationsTotal
Sales:
Sales of products$207.6 $151.5 $313.3 $— $672.4 
Sales of services40.4 0.6 36.6 — 77.6 
Intersegment sales9.4 — — (9.4)— 
Total$257.4 $152.1 $349.9 $(9.4)$750.0 
Geographic:
North America (a)
$165.9 $152.1 $222.9 $— $540.9 
Western Europe25.4 — 39.4 — 64.8 
High growth markets36.7 — 73.0 — 109.7 
Rest of world20.0 — 14.6 — 34.6 
Intersegment sales9.4 — — (9.4)— 
Total$257.4 $152.1 $349.9 $(9.4)$750.0 
(a) Includes total sales in the United States of $510.0 million.
16

Disaggregation of revenue was as follows for the three months ended September 29, 2023:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherTotal
Sales:
Sales of products$215.3 $159.5 $290.9 $20.1 $685.8 
Sales of services32.4 0.7 40.7 5.8 79.6 
Total$247.7 $160.2 $331.6 $25.9 $765.4 
Geographic:
North America (a)
$173.8 $160.2 $205.8 $25.6 $565.4 
Western Europe22.1 — 38.6 — 60.7 
High growth markets32.2 — 74.0 0.3 106.5 
Rest of world19.6 — 13.2 — 32.8 
Total$247.7 $160.2 $331.6 $25.9 $765.4 
(a) Includes total sales in the United States of $543.1 million.
Disaggregation of revenue was as follows for the nine months ended September 27, 2024:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherEliminationsTotal
Sales:
Sales of products$610.3 $483.5 $884.7 $0.9 $— $1,979.4 
Sales of services113.2 1.8 107.4 0.4 — 222.8 
Intersegment sales14.2 — — — (14.2)— 
Total$737.7 $485.3 $992.1 $1.3 $(14.2)$2,202.2 
Geographic:
North America (a)
$483.8 $485.3 $625.6 $1.3 $— $1,596.0 
Western Europe67.3 — 117.0 — — 184.3 
High growth markets113.2 — 210.2 — — 323.4 
Rest of world59.2 — 39.3 — — 98.5 
Intersegment sales14.2 — — — (14.2)— 
Total$737.7 $485.3 $992.1 $1.3 $(14.2)$2,202.2 
(a) Includes total sales in the United States of $1,525.4 million.
17

Disaggregation of revenue was as follows for the nine months ended September 29, 2023:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherTotal
Sales:
Sales of products$637.6 $498.2 $859.0 $69.9 $2,064.7 
Sales of services94.8 1.8 125.7 19.2 241.5 
Total$732.4 $500.0 $984.7 $89.1 $2,306.2 
Geographic:
North America (a)
$508.8 $500.0 $611.2 $87.8 $1,707.8 
Western Europe66.1 — 121.7 — 187.8 
High growth markets97.8 — 210.5 1.3 309.6 
Rest of world59.7 — 41.3 — 101.0 
Total$732.4 $500.0 $984.7 $89.1 $2,306.2 
(a) Includes total sales in the United States of $1,613.4 million.
NOTE 7. INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 27, 2024 was 18.3% and 18.6%, respectively, as compared to 24.4% and 24.6% for the three and nine months ended September 29, 2023, respectively. The decrease in the effective tax rate for the three months ended September 27, 2024 as compared to the comparable period in the prior year was primarily due to a favorable change in uncertain tax position reserves during the three months ended September 27, 2024. The decrease in the effective tax rate for the nine months ended September 27, 2024 as compared to the comparable period in the prior year was primarily due to the favorable tax impacts of the divestiture of the Coats business and a favorable change in uncertain tax position reserves during the nine months ended September 27, 2024 and the unfavorable tax impacts of the divestiture of the Global Traffic Technologies business during the nine months ended September 29, 2023.

The Company’s effective tax rate for the three and nine months ended September 27, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes, tax credits, changes in uncertain tax position reserves and the impact of the divestiture of the Coats business. The Company’s effective tax rate for the three and nine months ended September 29, 2023 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes and foreign taxable earnings at a rate different from the U.S. federal statutory rate.
NOTE 8. SEGMENT INFORMATION
Segment operating profit is used as a performance metric by the chief operating decision maker (“CODM”) in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including stock-based compensation expense, amortization of acquisition-related intangible assets, restructuring costs, transaction- and deal-related costs, and other costs not indicative of the segment’s core operating performance. As part of the CODM’s assessment of the Repair Solutions segment, a capital charge based on the segment’s financing receivables portfolio is assessed by Corporate (the “Repair Solutions Capital Charge”). The unallocated corporate and other operating costs are presented in Corporate & other unallocated costs in the reconciliation to earnings before income taxes below.
Intersegment sales primarily result from solutions developed by the Mobility Technologies segment that are integrated into products sold by the Environmental & Fueling Solutions segment. Intersegment sales are recorded at cost plus a margin which is intended to reflect the contribution made by the Mobility Technologies segment. Segment operating profit includes the operating profit from intersegment sales. Intersegment sales for the three and nine months ended September 29, 2023 are not significant and have been eliminated in the segments’ results.
The Company’s CODM does not review any information regarding total assets on a segment basis.
18

Segment results for the periods indicated were as follows:
Three Months EndedNine Months Ended
($ in millions)September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Sales:
Mobility Technologies(a)
$257.4 $247.7 $737.7 $732.4 
Repair Solutions(b)
152.1 160.2 485.3 500.0 
Environmental & Fueling Solutions349.9 331.6 992.1 984.7 
Other— 25.9 1.3 89.1 
Intersegment eliminations(9.4)— (14.2)— 
Total$750.0 $765.4 $2,202.2 $2,306.2 
Segment operating profit:
Mobility Technologies$46.6 $51.4 $135.4 $144.0 
Repair Solutions(c)
32.6 43.3 109.4 132.2 
Environmental & Fueling Solutions103.0 95.7 289.6 271.6 
Other— 2.2 (0.4)8.2 
Segment operating profit182.2 192.6 534.0 556.0 
Corporate & other unallocated costs(c)(d)
(50.7)(50.0)(146.3)(159.0)
Operating profit131.5 142.6 387.7 397.0 
Interest expense, net(18.9)(22.8)(56.2)(70.7)
Gain on sale of business— 0.3 37.2 34.4 
Other non-operating expense, net(0.3)(0.2)(1.6)(1.6)
Earnings before income taxes$112.3 $119.9 $367.1 $359.1 
Depreciation expense:
Mobility Technologies$9.2 $8.3 $25.6 $21.2 
Repair Solutions0.7 0.5 1.9 1.4 
Environmental & Fueling Solutions1.8 1.9 5.8 9.3 
Other— — — — 
Corporate0.3 0.3 1.2 0.8 
Total$12.0 $11.0 $34.5 $32.7 
(a) Includes intersegment sales of $9.4 million and $14.2 million for the three and nine months ended September 27, 2024, respectively.
(b) Includes interest income related to financing receivables of $19.2 million, $19.7 million, $57.7 million and $58.5 million for the three and nine months ended September 27, 2024 and September 29, 2023, respectively.
(c) Includes the Repair Solutions Capital Charge of $11.1 million, $10.5 million, $32.9 million and $31.0 million for the three and nine months ended September 27, 2024 and September 29, 2023, respectively.
(d) Includes amortization of acquisition-related intangible assets.
NOTE 9. LITIGATION AND CONTINGENCIES
Warranty
Estimated warranty costs are generally accrued at the time of sale. In general, manufactured products are warrantied against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances, estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.
19

The following is a rollforward of the accrued warranty liability:
($ in millions)
Balance, December 31, 2023$43.0 
Accruals for warranties issued during the period26.9 
Settlements made(30.6)
Balance, September 27, 2024$39.3 
Litigation and Other Contingencies

The Company is involved in legal proceedings from time to time in the ordinary course of its business. Although the outcome of such matters is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.

In accordance with accounting guidance, the Company records a liability in the Consolidated Condensed Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible and a loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed.

Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of:

($ in millions)ClassificationSeptember 27, 2024December 31, 2023
Gross liabilities
Current
Accrued expenses and other current liabilities
$19.5 $17.8 
Long-term
Other long-term liabilities
79.0 76.5 
Total98.5 94.3 
Projected insurance recoveries
Current
Prepaid expenses and other current assets
13.0 12.7 
Long-term
Other assets
46.8 43.9 
Total$59.8 $56.6 

Guarantees

As of September 27, 2024 and December 31, 2023, the Company had guarantees consisting primarily of outstanding standby letters of credit, bank guarantees, and performance and bid bonds of approximately $80.8 million and $79.2 million, respectively. These guarantees have been provided in connection with certain arrangements with vendors, customers, financing counterparties, and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions.
20

NOTE 10. FAIR VALUE MEASUREMENTS
Below is a summary of financial assets and liabilities that are measured at fair value on a recurring basis as of:
($ in millions)Quoted Prices
in Active
Markets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Total
September 27, 2024
Contingent consideration liabilities$— $— $3.2 $3.2 
December 31, 2023
Contingent consideration liabilities— — 9.3 9.3 
Contingent Consideration
The fair value of the contingent consideration liabilities relates to payments to previous owners of acquired companies contingent on the achievement of certain revenue targets. The Company records a liability for contingent consideration in the purchase price for acquisitions at fair value on the acquisition date, and remeasures the liability at each reporting date, based on the Company’s estimate of the expected probability of achievement of the contingency targets. This estimate is based on significant unobservable inputs and represents a Level 3 measurement within the fair value hierarchy.
Nonrecurring Fair Value Measurements
Certain assets and liabilities are carried on the accompanying Consolidated Condensed Balance Sheets at cost and are not remeasured to fair value on a recurring basis. These assets include finite-lived intangible assets, which are tested for impairment when a triggering event occurs, and goodwill and identifiable indefinite-lived intangible assets, which are tested for impairment at least annually as of the first day of the fourth quarter or more frequently if events and circumstances indicate that the asset may not be recoverable.
As of September 27, 2024, assets carried on the balance sheet and not remeasured to fair value on a recurring basis included $1.7 billion of goodwill and $508.6 million of identifiable intangible assets, net.
NOTE 11. CAPITAL STOCK AND EARNINGS PER SHARE

Earnings Per Share

Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by adjusting weighted average common shares outstanding for the dilutive effect of the assumed issuance of shares under stock-based compensation plans, determined using the treasury-stock method, except where the inclusion of such shares would have an anti-dilutive impact.

Information related to the calculation of net earnings per share of common stock is summarized as follows:
Three Months EndedNine Months Ended
(in millions, except per share amounts)September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Numerator:
Net earnings$91.8 $90.6 $298.7 $270.7 
Denominator:
Basic weighted average common shares outstanding152.4 154.8 153.8 155.3 
Effect of dilutive stock options and RSUs0.8 1.0 0.9 0.8 
Diluted weighted average common shares outstanding153.2 155.8 154.7 156.1 
Earnings per share:
Basic$0.60 $0.59 $1.94 $1.74 
Diluted$0.60 $0.58 $1.93 $1.73 
Anti-dilutive shares0.4 1.7 0.6 2.3 

21

Share Repurchase Program

On May 24, 2022, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021, bringing the total amount authorized for future share repurchases to $500.0 million. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.

During the three months ended September 27, 2024, the Company entered into an accelerated share repurchase (“ASR”) agreement with a third-party institution, whereupon the Company made a prepayment of $100.0 million. The ASR agreement settled during the three months ended September 27, 2024. The Company received 3.0 million of the Company’s shares at an average price per share of $33.84 under the ASR.

During the three months ended September 27, 2024, the Company also repurchased 0.1 million of the Company’s shares through open market transactions for $4.8 million, at an average price per share of $36.22. During the nine months ended September 27, 2024, the Company repurchased 1.6 million of the Company’s shares through open market transactions for $64.6 million, at an average price per share of $38.07.

As of September 27, 2024, the Company has remaining authorization to repurchase $189.8 million of its common stock under the share repurchase program.

NOTE 12. DIVESTITURES

On January 8, 2024, the Company completed the sale of Coats for $72.4 million. As a result of the transaction, the Company recognized a gain of $37.2 million during the nine months ended September 27, 2024, which is presented in Gain on sale of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income. There is a transition services agreement (the “TSA”) in place between the Company and Coats which sets forth the terms and conditions pursuant to which the Company will provide certain services to Coats. Receipts related to the TSA were insignificant for the three and nine months ended September 27, 2024. The operations of Coats did not meet the criteria to be presented as discontinued operations.
NOTE 13. SUBSEQUENT EVENTS
In October 2024, the Company repurchased 0.7 million of the Company’s shares through open market transactions for $23.6 million.
22

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of management and is intended to help the reader understand the results of operations and financial condition of the Company. Our MD&A should be read in conjunction with our MD&A and Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”) and our Consolidated Condensed Financial Statements as of and for the three and nine months ended September 27, 2024 included in this Form 10-Q.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this quarterly report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws.

Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. Important factors that could cause actual results to differ materially from those envisaged in the forward-looking statements include the following:

•If we cannot adjust our manufacturing capacity, supply chain management or the purchases required for our manufacturing activities to reflect changes in market conditions, customer demand and supply chain or transportation disruptions, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies.
•Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.
•Changes in our software and subscription businesses may adversely impact our business, financial condition and results of operations.
•The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
•Our restructuring actions could have long-term adverse effects on our business.
•As of September 27, 2024, we have outstanding indebtedness of approximately $2.2 billion and the ability to incur an additional $750.0 million of indebtedness under the Revolving Credit Facility and in the future we may incur additional indebtedness. This indebtedness could adversely affect our businesses and our ability to meet our obligations and pay dividends.
•We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
•Any inability to consummate acquisitions at our historical rates and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.
•Our acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact our financial statements.
•Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold could adversely affect our financial statements.
•Conditions in the global economy, the particular markets we serve and the financial markets may adversely affect our business and financial statements.
•Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners could adversely affect our financial statements.
•Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations.
•Defects, tampering, unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely affect our business, reputation and financial statements.
•Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
•Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners.
•If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.
23

•Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
•If we suffer a loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
•Our ability to attract, develop and retain talented executives and other key employees is critical to our success.
•Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.
•Global economic, political, legal, compliance, supply chain, public health and business factors could negatively affect our financial statements and outlook.
•Foreign currency exchange rates may adversely affect our financial statements.
•Changes in, or status of implementation of, industry standards and governmental regulations, including interpretation or enforcement thereof, may reduce demand for our products or services, increase our expenses or otherwise adversely impact our business model.
•Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial statements and our business, including our reputation.
•We are party to asbestos-related product litigation that could adversely affect our financial condition, results of operations and cash flows.
•A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect our business, reputation and financial statements.
•Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business, reputation and financial statements.
•We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our business and financial statements.
•If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.
•We may be required to recognize impairment charges for our goodwill and other intangible assets.
•Changes in our effective tax rates or exposure to additional income tax liabilities or assessments could affect our profitability. In addition, audits by tax authorities could result in additional payments for prior periods.
See “Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K and “Part II - Item 1A. Risk Factors” in this Form 10-Q for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. We do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
OVERVIEW
General
Vontier is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. Leveraging leading market positions, decades of domain expertise and unparalleled portfolio breadth, Vontier enables the way the world moves, delivering smart, safe and sustainable solutions to our customers and the planet. Vontier has a culture of continuous improvement and innovation built upon the foundation of the Vontier Business System and embraced by colleagues worldwide.
We operate through three reportable segments which align to our three operating segments: (i) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks, and integrated solutions for alternative fuel dispensing; (ii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees; and (iii) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure. Our Global Traffic Technologies and Coats businesses, which were divested during April 2023 and January 2024, respectively, are presented in Other for periods prior to the divestitures.
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Outlook
We expect core sales growth for the year ended December 31, 2024 to be lower than our longer-term growth expectations due to softening in certain of our end markets as further discussed below in “Results of Operations”. Our outlook is subject to various assumptions and risks, including but not limited to the resilience and durability of the economies of the United States and other critical regions, ongoing challenges with global logistics and supply chain including the availability of electronic components, the impact of international conflicts, including Russia-Ukraine and conflicts in the Middle East, market conditions in key end product segments, and the impact of energy disruption in Europe. Additional uncertainties are identified in “Information Relating to Forward-Looking Statements” above and in “Risk Factors” in our 2023 Annual Report on Form 10-K.
We continue to monitor the macroeconomic and geopolitical conditions which may impact our business, including monetary and fiscal policies, changes in the banking system, international trade and relations between the U.S., China and other nations, and investment and taxation policy initiatives being considered in the United States and by the Organization for Economic Co-operation and Development (the “OECD”). We also continue to monitor the Russia-Ukraine conflict and conflicts in the Middle East and the impact on our business and operations. As of the filing date of this report, we do not believe they are material.
RESULTS OF OPERATIONS
Comparison of Results of Operations
 Three Months EndedNine Months Ended
($ in millions)September 27, 2024% of SalesSeptember 29, 2023% of SalesSeptember 27, 2024% of SalesSeptember 29, 2023% of Sales
Sales$750.0 $765.4 $2,202.2 $2,306.2 
Operating costs and expenses:
Cost of sales(a)
(395.8)52.8 %(406.4)53.1 %(1,140.5)51.8 %(1,246.1)54.0 %
Selling, general and administrative expenses (“SG&A”)(157.0)20.9 %(157.2)20.5 %(478.7)21.7 %(481.6)20.9 %
Research and development expenses (“R&D”)(45.7)6.1 %(39.1)5.1 %(135.3)6.1 %(120.4)5.2 %
Amortization of acquisition-related intangible assets(20.0)2.7 %(20.1)2.6 %(60.0)2.7 %(61.1)2.6 %
Operating profit$131.5 17.5 %$142.6 18.6 %$387.7 17.6 %$397.0 17.2 %
(a) Excluding amortization of acquisition-related intangible assets.
Sales
The components of our consolidated sales growth were as follows for the periods indicated:
% Change Three Months Ended September 27, 2024 vs. Comparable 2023 Period% Change Nine Months Ended September 27, 2024 vs. Comparable 2023 Period
Total sales growth (GAAP)(2.0)%(4.5)%
Core sales (Non-GAAP)2.8 %1.2 %
Acquisitions and divestitures (Non-GAAP)(4.4)%(5.0)%
Currency exchange rates (Non-GAAP)(0.4)%(0.7)%
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Sales for each of our segments were as follows for the periods indicated:
Three Months EndedNine Months Ended
($ in millions)September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Mobility Technologies$257.4 $247.7 $737.7 $732.4 
Repair Solutions152.1 160.2 485.3 500.0 
Environmental & Fueling Solutions349.9 331.6 992.1 984.7 
Other— 25.9 1.3 89.1 
Intersegment eliminations(9.4)— (14.2)— 
Total$750.0 $765.4 $2,202.2 $2,306.2 
Mobility Technologies
The components of sales growth for our Mobility Technologies segment were as follows for the periods indicated:
% Change Three Months Ended September 27, 2024 vs. Comparable 2023 Period% Change Nine Months Ended September 27, 2024 vs. Comparable 2023 Period
Total sales growth (GAAP)3.9 %0.7 %
Core sales (Non-GAAP)4.2 %1.9 %
Acquisitions and divestitures (Non-GAAP)— %— %
Currency exchange rates (Non-GAAP)(0.3)%(1.2)%
Total sales within our Mobility Technologies segment increased 3.9% during the three months ended September 27, 2024, as compared to the comparable period in 2023, driven by a 4.2% increase in core sales, partially offset by a 0.3% decrease due to the impact of currency translation. The increase in core sales was primarily due to solid demand for our convenience store payment and enterprise productivity solutions, partially offset by lower demand for our car wash solutions.
Total sales within our Mobility Technologies segment increased 0.7% during the nine months ended September 27, 2024, as compared to the comparable period in 2023, driven by a 1.9% increase in core sales, partially offset by a 1.2% decrease due to the impact of currency translation. The increase in core sales was primarily due to solid demand for our convenience store payment and enterprise productivity solutions, partially offset by lower demand for our car wash solutions.
Repair Solutions
The components of sales growth for our Repair Solutions segment were as follows for the periods indicated:
% Change Three Months Ended September 27, 2024 vs. Comparable 2023 Period% Change Nine Months Ended September 27, 2024 vs. Comparable 2023 Period
Total sales growth (GAAP)(5.1)%(2.9)%
Core sales (Non-GAAP)(5.1)%(2.9)%
Acquisitions and divestitures (Non-GAAP)— %— %
Currency exchange rates (Non-GAAP)— %— %

Total sales and core sales within our Repair Solutions segment decreased 5.1% during the three months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to a decrease in the specialty tools, tool storage and power tools product categories driven by macroeconomic impacts on service technicians’ discretionary spending.

Total sales and core sales within our Repair Solutions segment decreased 2.9% during the nine months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to a decrease in the power tools, hardline and tool storage product categories driven by macroeconomic impacts on service technicians’ discretionary spending, partially offset by an increase in the diagnostics product category.
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Environmental & Fueling Solutions
The components of sales growth for our Environmental & Fueling Solutions segment were as follows for the periods indicated:
% Change Three Months Ended September 27, 2024 vs. Comparable 2023 Period% Change Nine Months Ended September 27, 2024 vs. Comparable 2023 Period
Total sales growth (GAAP)5.5 %0.8 %
Core sales (Non-GAAP)8.5 %4.2 %
Acquisitions and divestitures (Non-GAAP)(2.3)%(2.7)%
Currency exchange rates (Non-GAAP)(0.7)%(0.7)%

Total sales within our Environmental & Fueling Solutions segment increased 5.5% during the three months ended September 27, 2024, as compared to the comparable period in 2023, driven primarily by a 8.5% increase in core sales, partially offset by a 2.3% decrease due to the impact of recently exited businesses and product lines and a 0.7% decrease due to the impact of currency translation. The increase in core sales was primarily due to strong demand for dispenser systems, aftermarket products and environmental solutions.

Total sales within our Environmental & Fueling Solutions segment increased 0.8% during the nine months ended September 27, 2024, as compared to the comparable period in 2023, driven primarily by a 4.2% increase in core sales, partially offset by a 2.7% decrease due to the impact of recently exited businesses and product lines and a 0.7% decrease due to the impact of currency translation. The increase in core sales was driven by higher demand for aftermarket products and environmental solutions.
Cost of Sales

Cost of sales, excluding amortization of acquisition-related intangible assets, decreased $10.6 million, or 2.6%, for the three months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to the impact of recently divested and exited businesses and product lines partially offset by an increase in cost of sales from core sales growth that have been partially mitigated through cost optimization.

Cost of sales, excluding amortization of acquisition-related intangible assets, decreased $105.6 million, or 8.5%, for the nine months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to the impact of recently divested and exited businesses and product lines and cost optimization.

Operating Costs and Other Expenses

SG&A Expenses

SG&A expenses decreased $0.2 million, or 0.1%, during the three months ended September 27, 2024, as compared to the comparable period in 2023, and as a percentage of sales, increased 40 basis points during the same period, primarily due to the impact of recently divested and exited businesses and product lines, partially offset by the impact of reserve-related adjustments to the Repair Solutions receivables portfolio and inflationary pressures that have been partially mitigated through cost optimization.

SG&A expenses decreased $2.9 million, or 0.6%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023, and as a percentage of sales, increased 80 basis points during the same period, primarily due to the impact of recently divested and exited businesses and product lines and restructuring savings, partially offset by the impact of reserve-related adjustments to the Repair Solutions receivables portfolio and inflationary pressures that have been partially mitigated through cost optimization.

R&D Expenses

R&D expenses increased $6.6 million, or 16.9%, during the three months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to continued growth investments in our Mobility Technologies segment. R&D expenses as a percentage of sales increased 100 basis points during the three months ended September 27, 2024, as compared to the comparable period in 2023.

R&D expenses increased $14.9 million, or 12.4%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to continued growth investments in our Mobility Technologies segment. R&D expenses as a percentage of sales increased 90 basis points during the nine months ended September 27, 2024, as compared to the comparable period in 2023.


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Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets decreased $0.1 million, or 0.5%, during the three months ended September 27, 2024, as compared to the comparable period in 2023 and as a percentage of sales, increased 10 basis points during the same period.

Amortization of acquisition-related intangible assets decreased $1.1 million, or 1.8%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023 and as a percentage of sales, increased 10 basis points during the same period.

Operating Profit
Operating profit decreased $11.1 million, or 7.8%, during the three months ended September 27, 2024, as compared to the comparable period in 2023, and operating profit margins decreased 110 basis points during the same period.
Operating profit decreased $9.3 million, or 2.3%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023, and operating profit margins increased 40 basis points during the same period.
Segment operating profit is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including stock-based compensation expense, amortization of acquisition-related intangible assets, restructuring costs, transaction- and deal-related costs, and other costs not indicative of the segment’s core operating performance. As part of the CODM’s assessment of the Repair Solutions segment, a capital charge based on the segment’s financing receivables portfolio is assessed by Corporate. Refer to Note 8. Segment Information to the Consolidated Condensed Financial Statements for additional information.
Segment operating profit, operating profit and related margins were as follows for the periods indicated:
Three Months EndedNine Months Ended
($ in millions)September 27, 2024MarginSeptember 29, 2023MarginSeptember 27, 2024MarginSeptember 29, 2023Margin
Mobility Technologies$46.6 18.1 %$51.4 20.8 %$135.4 18.4 %$144.0 19.7 %
Repair Solutions32.6 21.4 43.3 27.0 109.4 22.5 132.2 26.4 
Environmental & Fueling Solutions103.0 29.4 95.7 28.9 289.6 29.2 271.6 27.6 
Other— — 2.2 8.5 (0.4)(30.8)8.2 9.2 
Segment operating profit182.2 24.3 192.6 25.2 534.0 24.2 556.0 24.1 
Corporate & other unallocated costs(a)
(50.7)(6.8)(50.0)(6.6)(146.3)(6.6)(159.0)(6.9)
Total operating profit$131.5 17.5 %$142.6 18.6 %$387.7 17.6 %$397.0 17.2 %
(a) Margin for Corporate & other unallocated costs is presented as a percentage of total sales. Corporate & other unallocated costs includes amortization of acquisition-related intangible assets.
Mobility Technologies
Segment operating profit for our Mobility Technologies segment decreased $4.8 million, or 9.3%, during the three months ended September 27, 2024, as compared to the comparable period in 2023, and segment operating profit margin decreased 270 basis points during the same period. The decrease in segment operating profit margin was primarily due to an increase in R&D and unfavorable mix.
Segment operating profit for our Mobility Technologies segment decreased $8.6 million, or 6.0%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023, and segment operating profit margin decreased 130 basis points during the same period. The decrease in segment operating profit margin was primarily due to an increase in R&D and unfavorable mix.
Repair Solutions
Segment operating profit for our Repair Solutions segment decreased $10.7 million, or 24.7%, during the three months ended September 27, 2024, as compared to the comparable period in 2023, and segment operating profit margin decreased 560 basis points during the same period. The decrease in segment operating profit margin was primarily due to the impact of unfavorable mix, reserve-related adjustments to the receivables portfolio and a decrease in volume.
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Segment operating profit for our Repair Solutions segment decreased $22.8 million, or 17.2%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023, and segment operating profit margin decreased 390 basis points during the same period. The decrease in segment operating profit margin was primarily due to the impact of reserve-related adjustments to the receivables portfolio, unfavorable mix and a decrease in volume.
Environmental & Fueling Solutions
Segment operating profit for our Environmental & Fueling Solutions segment increased $7.3 million, or 7.6%, during the three months ended September 27, 2024, as compared to the comparable period in 2023, and segment operating profit margin increased 50 basis points during the same period. The increase in segment operating profit margin was primarily due to price-cost benefits and cost optimization.
Segment operating profit for our Environmental & Fueling Solutions segment increased $18.0 million, or 6.6%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023, and segment operating profit margin increased 160 basis points during the same period. The increase in segment operating profit margin was primarily due to price-cost benefits and cost optimization.
Corporate & Other Unallocated Costs
Corporate & other unallocated costs increased $0.7 million, or 1.4%, during the three months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to inflationary pressures that have been partially mitigated through cost optimization. Corporate & other unallocated costs as a percentage of total sales increased 20 basis points during the three months ended September 27, 2024, as compared to the comparable period in 2023.
Corporate & other unallocated costs decreased $12.7 million, or 8.0%, during the nine months ended September 27, 2024, as compared to the comparable period in 2023, primarily due to a decrease in costs associated with restructuring activities and transaction and deal-related costs, partially offset by inflationary pressures that have been partially mitigated through cost optimization. Corporate & other unallocated costs as a percentage of total sales decreased 30 basis points during the nine months ended September 27, 2024, as compared to the comparable period in 2023.
NON-GAAP FINANCIAL MEASURES

Core Sales

We define core sales as total sales excluding (i) sales from acquired and certain divested businesses; (ii) the impact of currency translation; and (iii) certain other items.

•References to sales attributable to acquisitions or acquired businesses refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to certain divested or exited businesses or product lines not considered discontinued operations.
•The portion of sales attributable to the impact of currency translation is calculated as the difference between (a) the period-to-period change in sales (excluding sales from acquired businesses) and (b) the period-to-period change in sales, including foreign operations, (excluding sales from acquired businesses) after applying the current period foreign exchange rates to the prior year period.
•The portion of sales attributable to other items is calculated as the impact of those items which are not directly correlated to core sales which do not have an impact on the current or comparable period.

Core sales should be considered in addition to, and not as a replacement for or superior to, total sales, and may not be comparable to similarly titled measures reported by other companies.

Management believes that reporting the non-GAAP financial measure of core sales provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our sales performance with our performance in prior and future periods and to our peers. We exclude the effect of acquisitions and certain divestiture-related items because the nature, size and number of such transactions can vary dramatically from period to period and between us and our peers. We exclude the effect of currency translation and certain other items from core sales because these items are either not under management’s control or relate to items not directly correlated to core sales. Management believes the exclusion of these items from core sales may facilitate assessment of underlying business trends and may assist in comparisons of long-term performance.
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INTEREST COSTS
Interest expense, net was $18.9 million during the three months ended September 27, 2024, as compared to $22.8 million for the comparable period in 2023, a decrease of $3.9 million, driven primarily by a decrease in our outstanding debt obligations.
Interest expense, net was $56.2 million during the nine months ended September 27, 2024, as compared to $70.7 million for the comparable period in 2023, a decrease of $14.5 million, driven primarily by a decrease in our outstanding debt obligations and an increase in interest income between periods.
For a discussion of our outstanding indebtedness, refer to Note 4. Financing to the Consolidated Condensed Financial Statements.
INCOME TAXES

Effective Tax Rate

Our effective tax rate for the three and nine months ended September 27, 2024 was 18.3% and 18.6%, respectively, as compared to 24.4% and 24.6% for the three and nine months ended September 29, 2023, respectively. The decrease in the effective tax rate for the three months ended September 27, 2024 as compared to the comparable period in the prior year was primarily due to a favorable change in uncertain tax position reserves during the three months ended September 27, 2024. The decrease in the effective tax rate for the nine months ended September 27, 2024 as compared to the comparable period in the prior year was primarily due to the favorable tax impacts of the divestiture of the Coats business and a favorable change in uncertain tax position reserves during the nine months ended September 27, 2024 and the unfavorable tax impacts of the divestiture of the Global Traffic Technologies business during the nine months ended September 29, 2023.

Pillar Two

The OECD agreed among over 130 countries on the Pillar Two proposals which establish a global minimum effective tax rate of 15% for multinational groups with annual global revenue exceeding €750 million. Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals, including the European Union (“EU”) Member States which unanimously adopted the EU Pillar Two Directive, providing for a minimum effective tax rate of 15%. EU Member States are required to enact the EU Pillar Two Directive into their national laws by December 31, 2023, with effective dates of January 1, 2024 and January 1, 2025, respectively, for different aspects of the EU Pillar Two Directive. We do not expect the EU Pillar Two Directive to have a significant impact on our financial statements.
COMPREHENSIVE INCOME
Comprehensive income increased by $52.4 million during the three months ended September 27, 2024, as compared to the comparable period in 2023. Comprehensive income for the three months ended September 27, 2024 includes favorable foreign currency translation adjustments of $29.1 million while comprehensive income for the three months ended September 29, 2023 includes unfavorable foreign currency translation adjustments of $22.1 million.
Comprehensive income increased by $64.3 million during the nine months ended September 27, 2024, as compared to the comparable period in 2023. Comprehensive income for the nine months ended September 27, 2024 includes a gain on the sale of the Company’s Coats business of $37.2 million and favorable foreign currency translation adjustments of $2.1 million while comprehensive income for the nine months ended September 29, 2023 includes a gain on the sale of the Company’s Global Traffic Technologies business of $34.4 million and unfavorable foreign currency translation adjustments of $34.2 million.
Refer to Note 12. Divestitures to the Consolidated Condensed Financial Statements for additional information on the divestiture of our Coats business.
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LIQUIDITY AND CAPITAL RESOURCES
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. As of September 27, 2024, we held $330.9 million of cash and cash equivalents and had $750.0 million of borrowing capacity under our revolving credit facility. We generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity will be sufficient to allow us to continue to support working capital needs, capital expenditures, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities and pension plans as required, invest in existing businesses, consummate strategic acquisitions, manage our capital structure on a short and long-term basis and support other business needs or objectives. We also have purchase obligations which consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. As of September 27, 2024, we believe that we have sufficient liquidity to satisfy our cash needs.
Our long-term debt requires, among others, that we maintain certain financial covenants, and we were in compliance with all of these covenants as of September 27, 2024.
2024 Financing and Capital Transactions
During the nine months ended September 27, 2024, we completed the following financing and capital transactions:
•Voluntarily repaid $100.0 million of the Three-Year Term Loans Due 2024;
•Repurchased 3.0 million shares for $100.0 million through an accelerated share repurchase (“ASR”) agreement;
•Repurchased 1.6 million shares for $64.6 million in the open market.
Refer to Note 4. Financing to the Consolidated Condensed Financial Statements for more information related to our long-term indebtedness and Note 11. Capital Stock and Earnings per Share to the Consolidated Condensed Financial Statements for more information related to our share repurchases.
Overview of Cash Flows and Liquidity
Following is an overview of our cash flows and liquidity:
 Nine Months Ended
($ in millions)September 27, 2024September 29, 2023
Net cash provided by operating activities$259.4 $290.1 
Proceeds from sale of business, net of cash provided$68.4 $107.5 
Payments for additions to property, plant and equipment(62.6)(43.5)
Proceeds from sale of property, plant and equipment1.3 4.3 
Cash paid for equity investments (2.3)(2.7)
Proceeds from sale of equity securities0.2 20.4 
Net cash provided by investing activities$5.0 $86.0 
Repayment of long-term debt$(100.0)$(240.0)
Net (repayments of) proceeds from short-term borrowings(1.2)1.4 
Payments of common stock cash dividend(11.5)(11.7)
Purchases of treasury stock(164.6)(61.6)
Proceeds from stock option exercises 14.4 6.0 
Other financing activities(13.9)(7.4)
Net cash used in financing activities$(276.8)$(313.3)

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Operating Activities

Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for income taxes, restructuring activities and other items impact reported cash flows.

Cash flows from operating activities were $259.4 million during the nine months ended September 27, 2024, a decrease of $30.7 million, as compared to the comparable period in 2023. The year-over-year change in operating cash flows was primarily attributable to the following factors:
•The aggregate of accounts receivable and long-term financing receivables used $46.2 million of operating cash flows during the nine months ended September 27, 2024 compared to using $33.6 million in the comparable period of 2023. The amount of cash flow generated from or used by accounts receivable depends upon how effectively we manage the cash conversion cycle and can be significantly impacted by the timing of collections in a period. Additionally, when we originate certain financing receivables, we assume the financing receivable by decreasing the franchisee’s trade accounts receivable. As a result, originations of certain financing receivables are non-cash transactions.
•The aggregate of other operating assets and liabilities used $69.3 million during the nine months ended September 27, 2024 compared to using $16.8 million in the comparable period of 2023. This change is due primarily to working capital needs and the timing of accruals and payments and tax-related amounts.

Investing Activities
Net cash provided by investing activities was $5.0 million during the nine months ended September 27, 2024, driven primarily by proceeds from the sale of our Coats business, partially offset by payments for additions to property, plant and equipment. Net cash provided by investing activities was $86.0 million during the nine months ended September 29, 2023, driven primarily by proceeds from the sale of our Global Traffic Technologies business and equity securities, partially offset by payments for additions to property, plant and equipment.
We made capital expenditures of $62.6 million and $43.5 million during the nine months ended September 27, 2024 and September 29, 2023, respectively.

Financing Activities
Net cash used in financing activities was $276.8 million during the nine months ended September 27, 2024, driven primarily by the voluntary repayment of $100.0 million of the Three-Year Term Loans due 2024 and repurchases of the Company’s common stock of $164.6 million. Net cash used in financing activities was $313.3 million during the nine months ended September 29, 2023, driven primarily by the voluntary repayment of $240.0 million of the Three-Year Term Loans due 2024 and repurchases of the Company’s common stock of $61.6 million.

Share Repurchase Program

Refer to Note 11. Capital Stock and Earnings per Share to the Consolidated Condensed Financial Statements for a description of the Company’s share repurchase program.

Dividends

We paid regular quarterly cash dividends of $0.025 per share during the nine months ended September 27, 2024. The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, cash flows, capital requirements, financial condition and general business conditions.
Supplemental Guarantor Financial Information

As of September 27, 2024, we had $1.6 billion in aggregate principal amount of the Registered Notes and $600.0 million in aggregate principal amount outstanding of the Term Loans. Our obligations to pay principal and interest on the Registered Notes and Term Loans are fully and unconditionally guaranteed on a joint and several basis on an unsecured, unsubordinated basis by Gilbarco Inc. and Matco Tools Corporation, two of Vontier’s wholly-owned subsidiaries (the “Guarantor Subsidiaries”). Our other subsidiaries do not guarantee any such indebtedness (collectively, the “Non-Guarantor Subsidiaries”). Refer to Note 4. Financing to the Consolidated Condensed Financial Statements for additional information regarding the terms of our Registered Notes and the Term Loans.

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The Registered Notes and the guarantees thereof are the Company’s and the Guarantor Subsidiaries’ senior unsecured obligations and:

•rank without preference or priority among themselves and equally in right of payment with our existing and any future unsecured and unsubordinated indebtedness, including, without limitation, indebtedness under our credit agreement;
•are senior in right of payment to any of our existing and future indebtedness that is subordinated to the notes;
•are effectively subordinated to any of our existing and future secured indebtedness to the extent of the assets securing such indebtedness; and
•are structurally subordinated to all existing and any future indebtedness and any other liabilities of our Non-Guarantor Subsidiaries.

The following tables present summarized financial information for Vontier Corporation and the Guarantor Subsidiaries on a combined basis and after the elimination of (a) intercompany transactions and balances between Vontier Corporation and the Guarantor Subsidiaries and (b) equity in earnings from and investments in the Non-Guarantor Subsidiaries.

Summarized Results of Operations Data ($ in millions)
Nine Months Ended
September 27, 2024
Net sales (a)
$1,136.3 
Operating profit (b)
382.1 
Net income (c)
$260.4 
(a) Includes intercompany sales of $25.7 million for the nine months ended September 27, 2024.
(b) Includes intercompany operating profit of $6.2 million for the nine months ended September 27, 2024.
(c) Includes intercompany pretax income of $3.7 million for the nine months ended September 27, 2024.

Summarized Balance Sheet Data ($ in millions)
September 27, 2024
Assets
Current assets$441.2 
Intercompany receivables2,078.2 
Noncurrent assets657.1 
Total assets$3,176.5 
Liabilities
Current liabilities$357.5 
Intercompany payables304.6 
Noncurrent liabilities2,241.7 
Total liabilities$2,903.8 
CRITICAL ACCOUNTING ESTIMATES
There were no material changes to the Company’s critical accounting estimates described in the Company’s 2023 Annual Report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Instruments and Risk Management,” in the Company’s 2023 Annual Report on Form 10-K. There were no material changes to this information during the nine months ended September 27, 2024.
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ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of the President and Chief Executive Officer, and the Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the President and Chief Executive Officer, and the Senior Vice President and Chief Financial Officer, have concluded that, as of the end of such period, these disclosure controls and procedures were effective.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Vontier is party in the ordinary course of business, and may in the future be involved in, legal proceedings, litigation, claims, and government investigations. Although the results of the legal proceedings, claims, and government investigations in which we are involved cannot be predicted with certainty, we do not believe that the final outcome of these matters is reasonably likely to have a material adverse effect on our business, financial condition, or operating results.
Refer to Note 9. Litigation and Contingencies to the Consolidated Condensed Financial Statements in this Form 10-Q for more information on certain legal proceedings.
ITEM 1A. RISK FACTORS
Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in “Risk Factors” in Part I - Item 1A of our 2023 Annual Report on Form 10-K. There were no material changes during the three months ended September 27, 2024 to the risk factors reported in our 2023 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Purchases of Equity Securities by the Issuer
On May 24, 2022, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021, bringing the total amount authorized for future share repurchases to $500.0 million. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.
During the three months ended September 27, 2024, the Company entered into an ASR agreement with a third-party institution, whereupon the Company made a prepayment of $100.0 million. The ASR agreement settled during the three months ended September 27, 2024. The Company received 3.0 million of the Company’s shares at an average price per share of $33.84 under the ASR.
The following table sets forth our share repurchase activity for the three months ended September 27, 2024:
PeriodTotal Number of Shares Purchased (in millions)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in millions)Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
($ in millions)
June 29, 2024 - July 26, 20240.1 $37.97 0.1 $291.2 
July 27, 2024 - August 23, 2024(a)
2.4 33.84 2.4 191.2 
August 24, 2024 - September 27, 2024(a)
0.6 33.74 0.6 189.8 
Total3.1 3.1 
(a) The average price paid per share under the ASR agreement included in the table above was determined using the volume-weighted average price of the Company’s common stock over the term of the ASR agreement, less a discount.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
35

ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended September 27, 2024, none of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
ITEM 6. EXHIBITS
Incorporated by Reference (Unless Otherwise Indicated)
Exhibit NumberExhibit IndexFormFile No.ExhibitFiling Date
10.1——Filed herewith
22.110-K001-3948322.1February 15, 2024
31.1——Filed herewith
31.2——Filed herewith
32.1——Filed herewith
32.2——Filed herewith
101.INSInline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document——Filed herewith
101.SCHInline XBRL Taxonomy Schema Document——Filed herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document——Filed herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document——Filed herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase Document——Filed herewith
101.PREInline Taxonomy Extension Presentation Linkbase Document——Filed herewith
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)——Filed herewith
*Indicates management contract or compensatory plan, contract or arrangement
36

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VONTIER CORPORATION:
Date: October 31, 2024By:/s/ Anshooman Aga
Anshooman Aga
Senior Vice President and Chief Financial Officer
Date: October 31, 2024By:/s/ Paul V. Shimp
Paul V. Shimp
Chief Accounting Officer
37

VONTIER CORPORATION
SEPARATION PAY PLAN FOR OFFICERS, KEY AND SENIOR EXECUTIVES
Amended and Restated as of August 21, 2024

1


TABLE OF CONTENTS
ARTICLE I PURPOSE AND TERM
1
Section 1.01
Purpose of the Plan
1
Section 1.02
Term of the Plan1
ARTICLE II DEFINITIONS2
Section 2.01“Annual Bonus Target Amount”2
Section 2.02“Base Salary”2
Section 2.03“Board”2
Section 2.04“Cause”2
Section 2.05“Change in Control”2
Section 2.06“Change in Control Termination”2
Section 2.07“Change in Control Termination Severance Eligible Employee”2
Section 2.08“Change in Control Termination Severance Multiple”2
Section 2.09“COBRA”2
Section 2.10“Code”2
Section 2.11“Committee”2
Section 2.12“Common Stock”3
Section 2.13“Company”3
Section 2.14“Company IPO”3
Section 2.15“Covered Termination”3
Section 2.16“Covered Termination Severance Eligible Employee”3
Section 2.17“Covered Termination Severance Multiple”3
Section 2.18“Effective Date”3
Section 2.19“Eligible Employee”3
Section 2.20“Employee”3
Section 2.21“Employer”3
Section 2.22“Equity Award”3
Section 2.23“ERISA”3
Section 2.24“Exchange Act”3
Section 2.25“Good Reason Resignation”3
Section 2.26“Involuntary Termination”4
Section 2.27“Key Employee”4
Section 2.28“Key Executive”4
Section 2.29“Named Appeals Fiduciary”4
Section 2.30“Participant”4
Section 2.31“Permanent Disability”4
Section 2.32“Plan”4
Section 2.33“Plan Administrator”4
Section 2.34“Postponement Period”4
Section 2.35“Potential Change in Control”4
Section 2.36“Proprietary Interest Agreement”5
Section 2.37“Release”5
Section 2.38“Senior Executive”5
Section 2.39“Separation from Service”5
Section 2.40“Separation from Service Date”5
Section 2.41“Severance Benefits”5
Section 2.42“Subsidiary”5
Section 2.43“Successor”5
Section 2.44“Voluntary Resignation”5
i


ARTICLE III PARTICIPATION AND ELIGIBILITY FOR SEVERANCE BENEFITS6
Section 3.01Participation6
Section 3.02Conditions6
ARTICLE IV DETERMINATION OF SEVERANCE BENEFITS8
Section 4.01Severance Benefits Upon a Covered Termination8
Section 4.02Severance Benefits Upon a Change in Control Termination8
Section 4.03Voluntary Resignation; Termination due to Death or Permanent Disability9
Section 4.04Termination for Cause9
Section 4.05Reduction of Severance Benefits10
Section 4.06Non-Duplication of Benefits10
Section 4.07Outplacement Services10
Section 4.08Other Arrangements10
ARTICLE V METHOD. DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS11
Section 5.01Covered Termination Method of Payment11
Section 5.02Change in Control Termination Method of Payment11
Section 5.03Payment Terms11
Section 5.04Code Section 409A11
Section 5.05Termination of Eligibility for Benefits11
Section 5.06Limitation on Benefits12
ARTICLE VI THE PLAN ADMINISTRATOR13
Section 6.01Authority and Duties13
Section 6.02Compensation of the Plan Administrator13
Section 6.03Records, Reporting and Disclosure13
ARTICLE VII AMENDMENT. TERMINATION AND DURATION14
Section 7.01Amendment14
Section 7.02Duration14
ARTICLE VIII DUTIES OF THE COMPANY AND THE COMMITTEE15
Section 8.01Records15
Section 8.02Payment15
Section 8.03Discretion15
ARTICLE IX CLAIMS PROCEDURES16
Section 9.01Claim16
Section 9.02Response to Claim16
Section 9.03Appeals of Denied Administrative Claims16
Section 9.04Appointment of the Named Appeals Fiduciary16
ARTICLE X MISCELLANEOUS17
Section 10.01Nonalienation of Benefits17
Section 10.02Notices17
Section 10.03Successors17
Section 10.04Other Payments17
Section 10.05No Mitigation17
Section 10.06No Contract of Employment17
Section 10.07Severability of Provisions17
Section 10.08Heirs, Assigns, and Personal Representatives17
Section 10.09Headings and Captions17
Section 10.10Gender and Number17
Section 10.11Unfunded Plan17
Section 10.12Payments to Incompetent Persons17
Section 10.13Lost Payees17
Section 10.14Controlling Law17
ii


ARTICLE I
PURPOSE AND TERM
Section 1.01    Purpose of the Plan. The purpose of the Plan is to provide Eligible Employees with certain compensation and benefits as set forth in the Plan in the event the Eligible Employee’s employment with the Company is terminated, or in the event of a Change in Control.
The benefits provided in connection with a Change in Control are intended to assure that the Company will have the continued dedication of the Eligible Employee, notwithstanding the possibility, threat or occurrence of a Change in Control, and to incentivize Eligible Employees to pursue good faith negotiation of transactions that are in the best interest of the Company’s shareholders. The Board believes it is imperative to diminish the inevitable distraction of the Eligible Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control; to encourage the Eligible Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control; and to provide the Eligible Employee with competitive compensation and benefits arrangements for a limited period following a Change in Control.
The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA. Rather, the severance provisions of this Plan are intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, section 2510.3-2(b). Accordingly, the Severance Benefits paid by the Plan are not deferred compensation and no employee shall have a vested right to such benefits.
Section 1.02     Term of the Plan. The Plan shall generally be effective as of the Effective Date, but subject to amendment from time to time in accordance with Section 7.01. The Plan shall continue until terminated pursuant to Article VII of the Plan.

1


ARTICLE II
DEFINITIONS
Section 2.01    “Annual Bonus Target Amount” shall mean 100% of the Participant’s target annual bonus; provided that if the Participant’s target annual bonus for the year has not yet been established as of the date of his or her Separation from Service, then the target annual bonus in effect for the immediately preceding year shall apply.
Section 2.02     “Base Salary” shall mean the annual base salary in effect as of the Participant’s Separation from Service Date.
Section 2.03     “Board” shall mean the Board of Directors of the Company, or any successor thereto, or a committee thereof specifically designated for purposes of making determinations hereunder.
Section 2.04    “Cause” shall mean an Employee’s (a) dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Employer, or any other action in willful disregard of the interests of the Employer; (b) conviction of, or pleading guilty or no contest to (i) a felony, (ii) any misdemeanor (other than a traffic violation), or (iii) any other crime or activity that would impair the Employee’s ability to perform duties or impair the business reputation of the Employer; (c) willful failure or refusal to satisfactorily perform any duties assigned to the Employee; (d) failure or refusal to comply with the Employer’s standards, policies or procedures, including without limitation the Company’s Standards of Conduct as amended from time to time; (e) violation of any restrictive covenant agreement with an Employer; (f) engaging in any activity that is in conflict with the business purposes of the Employer, as determined in the Employer’s sole discretion, or (g) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under any agreement between Employee and an Employer.
The Plan Administrator, in its sole and absolute discretion, shall determine Cause.
Section 2.05    “Change in Control” shall mean the consummation of any of the following events that occurs after the Effective Date:
(a)     the merger, consolidation, or reorganization of the Company with one or more corporations, limited liability companies, partnerships or other entities in which the Company is not the surviving entity (other than a merger, consolidation or reorganization which would result in the voting securities of the Company outstanding immediately prior to such event continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger, consolidation or reorganization and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity);
(b)     the sale of all or substantially all of the assets of the Company to another person or entity; or
(c)     any transaction (including a merger or reorganization in which the Company survives) approved by the Board that results in any person or entity (other than an affiliate of the Company as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended) owning 100% of the combined voting power of all classes of stock of the Company.
Section 2.06     “Change in Control Termination” shall mean a Participant’s Involuntary Termination or Good Reason Resignation that occurs during the period beginning on the date of a Change in Control and ending two (2) years after the date of such Change in Control; Notwithstanding anything herein to the contrary, Employees who become Eligible Individuals within the two year period after a specific Change in Control shall not be eligible for a Change in Control Termination with respect to such Change in Control.
Section 2.07     “Change in Control Termination Severance Eligible Employee” shall mean an Employee who is (i) Vontier Corporation’s Chief Executive Officer, (ii) a Senior Vice President of the Company who is also an officer of the Company within the meaning of Rule 16a-1(f) promulgated under the Exchange Act, or (iii) a Key Executive.
Section 2.08     “Change in Control Termination Severance Multiple” shall mean, (a) for the Chief Executive Officer of Vontier Corporation, two (2), (b) for an officer of the Company within the meaning of Rule 16a-1(f) promulgated under the Exchange Act, one and a half (1.5), and (c) for all other Participants who are Change in Control Termination Severance Eligible Employees, one (1).
Section 2.09     “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder.
Section 2.10     “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
Section 2.11    “Committee” shall mean the Compensation & Management Development Committee of the Board or such other committee appointed by the Board to assist the Company in making determinations required under the Plan in accordance with its terms. The Committee may delegate its authority under the Plan to an individual or another committee.
2


Section 2.12    “Common Stock” means the common stock of the Company.
Section 2.13    “Company” shall mean Vontier Corporation, a Delaware corporation. Unless it is otherwise clear from the context, Company shall generally include participating Subsidiaries.
Section 2.14    “Company IPO” means the Company’s initial public offering.
Section 2.15     “Covered Termination” shall mean a Participant’s Involuntary Termination that does not constitute a Change in Control Termination.
Section 2.16    “Covered Termination Severance Eligible Employee” shall mean an Employee who is (i) Vontier Corporation’s Chief Executive Officer, (ii) a Senior Vice President of the Company who is also an officer of the Company within the meaning of Rule 16a-1(f) promulgated under the Exchange Act, (iii) a Key Executive with three (3) years of service with the Company, or (iv) a Senior Executive with three (3) years of service with the Company.
Section 2.17     “Covered Termination Severance Multiple” shall mean, for the Chief Executive Officer of Vontier Corporation, two (2), and for all other Participants, one (1).
Section 2.18     “Effective Date” shall mean October 9, 2020.
Section 2.19     “Eligible Employee” shall mean an Employee who is (a) a Covered Termination Severance Eligible Employee, or (b) a Change in Control Termination Severance Eligible Employee, as determined at the time of a Covered Termination or a Change in Control Termination.
Section 2.20     “Employee” shall mean an individual employed by an Employer as a common law employee of the Employer, and shall not include any person working for the Company through a temporary service or on a leased basis or who is hired by the Company as an independent contractor, consultant, or otherwise as a person who is not an employee for purposes of withholding federal employment taxes, as evidenced by payroll records or a written agreement with the individual, regardless of any contrary governmental or judicial determination or holding relating to such status or tax withholding.
Section 2.21    “Employer” shall mean the Company or any Subsidiary with respect to which this Plan has been adopted.
Section 2.22    “Equity Award” shall mean any grant of restricted stock, restricted stock units, performance shares, performance share units, options, stock appreciation rights, or other similar equity-based award issued by the Company.
Section 2.23    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
Section 2.24    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
Section 2.25    “Good Reason Resignation” shall mean any retirement or termination of employment by a Participant that is not initiated by the Employer and that is caused by any one or more of the following events which occurs during the period beginning on the date of a Change in Control and ending two years after the date of such Change in Control:
(a)     Without the Participant’s written consent, assignment to the Participant of any duties inconsistent in any material respect with the Participant’s authority, duties or responsibilities as in effect immediately prior to the Change in Control which represent a diminution of such duties, or any other action by the Company which results in a material diminution in such authority, duties or responsibilities;
(b)     Without the Participant’s written consent, a material change in the geographic location at which the Participant must perform services to a location which is more than fifty (50) miles from the Participant’s principal place of business immediately preceding the Change in Control; provided, that such change in location extends the commute of such Participant;
(c)     Without the Participant’s written consent, a material reduction to the Participant’s base compensation and benefits, taken as a whole, as in effect immediately prior to the Change in Control; or
(d)     The Company’s failure to obtain a satisfactory agreement from any Successor to assume and agree to perform the Company’s obligations to the Participant under this Plan, as contemplated in Section 10.03 herein.
3


Notwithstanding the foregoing, the Participant shall be considered to have a Good Reason Resignation only if the Participant provides written notice to the Company specifying in reasonable detail the events or conditions upon which the Participant is basing such Good Reason Resignation and the Participant provides such notice within ninety (90) days after the event that gives rise to the Good Reason Resignation. Within thirty (30) days after notice has been received, the Company shall have the opportunity, but shall have no obligation, to cure such events or conditions that give rise to the Good Reason Resignation. If the Company does not cure such events or conditions within the thirty (30)-day period, the Participant may terminate employment with the Company based on Good Reason Resignation within thirty (30) days after the expiration of the cure period.
Section 2.26    “Involuntary Termination” shall mean the date that a Participant involuntarily separates from service with the Company and its Affiliates within the meaning of Code Section 409A and shall not include a separation from service for Cause, Permanent Disability or death, as provided under and subject to the conditions of Article III.
Section 2.27    “Key Employee” shall mean an Employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code Section 409A, as determined by the Committee or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee or its delegate in accordance with the provisions of Code Section 409A and the regulations promulgated thereunder.
Section 2.28    “Key Executive” shall mean (i) a non-officer C-Suite leader of Vontier Corporation, as determined at the time of a Covered Termination or a Change in Control Termination; provided that all persons who hold such roles as determined at the time of a Change in Control shall be deemed, solely for purposes of eligibility for benefits under this Plan, to be such Key Executives upon any Change in Control Termination following such Change in Control, who is a direct report to Vontier Corporation’s Chief Executive Officer or (ii) an officer of the Company within the meaning of Rule 16a-1(f) promulgated under the Exchange Act C-Suite who is a direct report to another officer of the Company.
Section 2.29    “Named Appeals Fiduciary” shall mean the person(s) appointed pursuant to Section 9.04.
Section 2.30    “Participant” shall mean any Eligible Employee who meets the requirements of Article III and thereby becomes eligible for the payments and other benefits provided under the Plan.
Section 2.31    “Permanent Disability” shall mean that an Employee has a permanent and total incapacity from engaging in any employment for the Employer for physical or mental reasons. A “Permanent Disability” shall be deemed to exist if the Employee meets the requirements for disability benefits under the Employer’s long-term disability plan or under the requirements for disability benefits under the Social Security law then in effect, or if the Employee is designated with an inactive employment status at the end of a disability or medical leave.
Section 2.32    “Plan” means this Vontier Corporation Separation Pay Plan for Officers, Key and Senior Executives (formerly the Vontier Corporation Severance and Change in Control Plan for Officers), as set forth herein, and as the same may from time to time be amended.
Section 2.33    “Plan Administrator” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Chief People Officer (or the equivalent) of the Company. In the event of the occurrence of a Potential Change in Control, the Chief People Officer (or the equivalent) shall appoint a person or entity independent of the Company and any person operating under the Company’s control or on its behalf to serve as Plan Administrator (and such person or entity shall be the Plan Administrator for all purposes after such appointment), and such appointment shall take effect and become irrevocable as of the date of said appointment (provided that such appointment shall be revocable if a Change in Control does not occur and the Potential Change in Control expires in accordance with Section 2.35(y)). For periods prior to a Potential Change in Control, the Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).
Section 2.34    “Postponement Period” shall mean, for a Key Employee, the period of six months after the Key Employee’s Separation from Service Date (or such other period as may be required by Code Section 409A) during which deferred compensation may not be paid to the Key Employee under Code Section 409A.
Section 2.35    “Potential Change in Control” shall mean the occurrence and continuation of any of the following:
(a)     any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (i) the Company or any subsidiary company (wherever incorporated) of the Company as defined by the law of the Company’s place of incorporation, or (ii) any employee benefit plan of the Company (or related trust) sponsored or maintained by the Company or any such subsidiary company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than five percent (5%) of the combined voting power of the Company’s then outstanding securities unless such Person has reported or is required to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report), which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the ordinary shares) so
4


long as such Person neither reports nor is required to report such ownership other than as described in this paragraph; provided, however, that a Potential Change in Control will not be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company;
(b)     the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(c)     any “person” (as defined in subsection (a)) publicly announces an intention to take or to consider taking actions which, if consummated, would constitute or result in a Change in Control;
(d)     any person (as defined in subsection (a)) commences a solicitation (as defined in Rule 14a-1 of the Exchange Act) of proxies or consents that has the purpose of effecting or would (if successful) result in a Change in Control;
(e)     a tender or exchange offer for at least fifty percent (50%) of the outstanding voting securities of the Company, made by a “person” (as defined in subsection (a)), is first published or sent or given (within the meaning of Rule 14d-2(a) of the Exchange Act); or
(f)     the Board adopts a resolution to the effect that, for purposes of the Plan, a Potential Change in Control has occurred.
The Potential Change in Control shall be deemed in effect until the earlier of (x) the occurrence of a Change in Control, or (y) the adoption by the Board of a resolution stating that, for purposes of the Plan, the Potential Change in Control has expired.
Section 2.36    “Proprietary Interest Agreement” shall mean the Agreement Regarding Competition and Protection of Proprietary Interests, as amended, assigned or replaced from time to time and executed by the Employee and the Company.
Section 2.37    “Release” shall mean the Separation of Employment Agreement and General Release, in the form as provided by the Company.
Section 2.38    “Senior Executive” shall mean a president of an operating company who is a direct report to Vontier Corporation’s Chief Executive Officer and who is a United States FLSA exempt employee.
Section 2.39    “Separation from Service” shall mean a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and the applicable regulations and rulings promulgated thereunder.
Section 2.40    “Separation from Service Date” shall mean, with respect to a Participant, the date on which such Participant experiences a Separation from Service.
Section 2.41    “Severance Benefits” shall mean the cash amounts and other benefits that a Participant is eligible to receive pursuant to Article IV of the Plan.
Section 2.42    “Subsidiary” shall mean (a) a subsidiary company (wherever incorporated) as defined by the law of the Company’s place of incorporation, (b) any separately organized business unit, whether or not incorporated, of the Company, (c) any employer that is required to be aggregated with the Company pursuant to Code Section 414, and (d) any service recipient or employer that is (i) within a controlled group of corporations with the Company as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase “at least 50%” is substituted in each place “at least 80Q” appears or (ii) with the Company as part of a group of trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. Section 1.414(c)-2 where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) and Section 1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 80%” appears as described above with respect to both a controlled group of corporations and trades or business under common control.
Section 2.43    “Successor” shall mean any corporation or unincorporated entity or group of corporations or unincorporated entities which acquires ownership, directly or indirectly, through merger, consolidation, purchase or otherwise, of all or substantially all of the assets of the Company.
Section 2.44    “Voluntary Resignation” shall mean any Separation from Service that is not initiated by the Company or any Subsidiary, other than a Good Reason Resignation.

5


ARTICLE III
PARTICIPATION AND ELIGIBILITY FOR SEVERANCE BENEFITS
Section 3.01    Participation.
(a)     Covered Termination Severance Eligible Employees. Each Employee who is a Covered Termination Severance Eligible Employee; incurs a Covered Termination; and who satisfies the conditions of Section 3.02 shall be eligible to receive Severance Benefits under Section 4.01 of this Plan, as described in that Section, subject to the application of the non-duplication provisions of Section 4.06.
(b)     Change in Control Termination Severance Eligible Employees. Each Employee who is a Change in Control Termination Severance Eligible Employee; incurs a Change in Control Termination; and who satisfies the conditions of Section 3.02 shall be eligible to receive Severance Benefits under Section 4.02 of this Plan, subject to the application of the non-duplication provisions of Section 4.06.
Section 3.02    Conditions.
(a)     Eligibility for any Severance Benefits is expressly conditioned on the occurrence of the following after the Participant’s Separation from Service Date: (i) execution by the Participant of a Release and delivery of the Release to the Company within twenty-one (21) days of the Separation from Service Date (forty-five (45) days if the Separation from Service is part of a group separation program), and non-revocation of the Release during the seven (7)-day period following the execution of the Release; (ii) compliance by the Participant with all the terms and conditions of such Release; (iii) the Participant’s written agreement to comply with the terms of the Proprietary Interest Agreement after the Participant’s employment with the Company; and (iv) to the extent permitted in Section 4.05 of the Plan, execution of a written agreement that authorizes the deduction of amounts owed to the Company prior to the payment of any Severance Benefits (or in accordance with any other schedule as is agreed between the Participant and the Company). If the Plan Administrator determines that the Participant has not fully complied with any of the terms of the Release and any of the agreements described hereinabove, then the Plan Administrator may withhold Severance Benefits not yet in pay status or discontinue the payment of the Participant’s Severance Benefits and may require the Participant, by providing written notice of such repayment obligation to the Participant, to repay any portion of the Severance Benefits already received under the Plan. If the Plan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent, provided, however, that if the Participant files an appeal of such determination under the claims procedures described in Article IX, then such repayment obligation shall be suspended pending the outcome of the appeals procedure. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.
(b)     Notwithstanding compliance with Section 3.02(a), an Eligible Employee will not be eligible to receive Severance Benefits under this Plan under any of the following circumstances:
(i)     The Eligible Employee’s Voluntary Resignation;
(ii)     The Eligible Employee resigns employment (other than a Good Reason Resignation) before the job-end date mutually agreed to in writing between the Participant and the Employer, including any extension thereto as is mutually agreed to in writing between the parties;
(iii)     The Eligible Employee’s employment is terminated for Cause;
(iv)     The Eligible Employee’s employment is terminated due to the Eligible Employee’s death or Permanent Disability;
(v)     The Eligible Employee does not return to work within the period prescribed by law (or if there is no such period prescribed by law, then within a reasonable period as is determined by the Plan Administrator) following an approved leave of absence, unless such period is extended by mutual written agreement of the parties; or
(vi)     The Eligible Employee’s employment with the Employer terminates as a result of a Change in Control and the Eligible Employee accepts employment, or has the opportunity to continue employment, with a Successor (other than under terms and conditions which would permit a Good Reason Resignation).
(c)     The Plan Administrator has the discretion to make initial determinations regarding an Eligible Employee’s eligibility to receive Severance Benefits hereunder.
(d)     An Eligible Employee returning from approved military leave will be eligible for Severance Benefits if: (i) he/she is eligible for reemployment under the provisions of the Uniformed Services Employment and Reemployment Rights Act (USERRA); (ii) his/her pre-military leave job is eliminated; and (iii) the Employer’s circumstances are changed so as to make reemployment in another position impossible or unreasonable, or re-employment would create an undue hardship for the Employer. If the Eligible Employee returning from military leave qualifies for Severance Benefits, his/her severance benefits will be calculated as if he/she had remained continuously employed from the date he/she began his/her military leave. The Eligible Employee must also satisfy any other relevant conditions for payment, including execution of a Release.
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(e)     Key Executives and Senior Executives who are not Covered Termination Severance Eligible Employees, and who experience an involuntary termination of employment without Cause, shall be eligible for benefits under the Company’s Senior Leader Severance Pay Plan in effect at the time of the Key Executive or Senior Executive involuntary termination of employment, subject to the eligibility requirements of the Senior Leader Severance Pay Plan in effect at the time.

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ARTICLE IV
DETERMINATION OF SEVERANCE BENEFITS
Section 4.01    Severance Benefits Upon a Covered Termination. If a Participant under Section 3.01(a) experiences a Covered Termination and is determined to be eligible for Severance Benefits, then:
(a)     Cash Payment. The Participant shall receive a cash payment equal to the product of the Participant’s annual Base Salary multiplied by the Covered Termination Severance Multiple. Payment will be made in accordance with Article V.
(b)     Bonus. The Participant shall receive a cash payment equal to his or her pro-rated annual bonus (based on the number of full months completed from the beginning of the fiscal year through the Separation from Service) based on actual performance for the year in which the Participant’s Separation from Service occurs. Payment will be made in accordance with Article V.
(c)     Welfare Benefits. The Participant shall continue to be eligible to participate in the welfare benefits plan coverage under the Vontier Health and Welfare Benefits Plan (the “Welfare Plan”) in effect at the date of his or her termination (or generally comparable coverage) for himself or herself and, where applicable, his or her spouse or domestic partner and dependents, as the same may be changed from time to time for employees of the Company generally, as if Participant had continued in employment for a number of months following his or her termination equal to the product of twelve (12) multiplied by the Participant’s Covered Termination Severance Multiple (such period is referred to herein as the “Covered Termination Benefits Continuation Period”). The Participant shall be responsible for the payment of the employee portion of any premiums or contributions that are required during the Covered Termination Benefits Continuation Period and such premiums and contributions shall be made within the time period and in the amounts that other employees are required to pay to the Company for similar coverage. The Participant’s failure to pay the applicable premiums or contributions shall result in the cessation of the applicable coverage for the Participant and his or her spouse or domestic partner and dependents. Notwithstanding any other provision of this Plan to the contrary, in the event that a Participant becomes eligible for coverage under the plan of another company at any time during the Covered Termination Benefits Continuation Period, the Participant may continue coverage during the Covered Termination Benefits Continuation Period, but the Participant shall be responsible for the entire payment of any premiums or contributions that are required during the Covered Termination Benefits Continuation Period and such premiums and contributions shall be made within the time period that other employees are required to pay to the Company for similar coverage. Additionally, in the event that a Participant commences employment with another company at any time during the Covered Termination Benefits Continuation Period and becomes enrolled in coverage under the plan(s) of such other company, the benefits provided under the Welfare Plan will cease. Within thirty (30) days following the Participant’s commencement of employment with another company, the Participant shall provide the Company written notice of such employment and provide information to the Company regarding the welfare benefits provided to the Participant by his or her new employer. The COBRA continuation coverage period under section 4980B of the Code shall run concurrently with the continuation period described herein.
(d)     Equity Awards. Limited to Participants who are (i) Vontier Corporation’s Chief Executive Officer, and (ii) a Senior Vice President of the Company who is also an officer of the Company within the meaning of Rule 16a-1(f) promulgated under the Exchange Act, except to the extent more Participant-favorable treatment is provided in an agreement between the Participant and the Company or by the applicable plan, a pro rata portion of any unvested Equity Award granted at least six (6) months prior to the Separation from Service Date and held by the Participant shall cease to be subject to a requirement of continued employment or service. Such pro rata portion (i) shall be based on the number of full months of service of the full employment or service period completed as of the Separation from Service Date, (ii) with respect to any Equity Awards subject to performance conditions, shall continue to be subject to such performance conditions and shall be earned or forfeited based on the achievement of such performance conditions, and (iii) together with any Equity Awards that had vested prior to, and remained outstanding at, the Separation from Service Date, that are subject to exercise may be exercised upon vesting until the earlier of the (i) the fifth anniversary of the Separation from Service Date and (ii) the corresponding date of expiration of such Equity Award under the original terms of such grant. Any Equity Awards that are no longer subject to a requirement of continued employment or service pursuant to the foregoing shall be paid or settled, or shall become exercisable, at the same time as they would have been paid or settled or become exercisable under the terms of the original award had employment or service continued for the full employment or service period under the Equity Award.
Section 4.02    Severance Benefits Upon a Change in Control Termination. If a Participant under Section 3.01(b) experiences a Change in Control Termination and is determined to be eligible for Severance Benefits, then:
(a)     Cash Payment. The Participant shall receive a cash payment equal to the product of the Change in Control Termination Severance Multiple multiplied by the sum of (i) the Participant’s annual Base Salary and (ii) the Participant’s Annual Bonus Target Amount. Payment will be made in accordance with Article V.
(b)     Bonus. The Participant shall receive a cash payment equal to his or her pro-rated annual bonus (based on the number of full months completed from the beginning of the fiscal year through the Separation from Service), determined as if the target performance goals had been achieved, for the year in which Participant’s Separation from Service occurs; provided, however, that to the extent that a bonus payment for such period is paid as a result of a Change in Control under the terms of the incentive plan governing annual bonuses, then the amount otherwise
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payable under this Section 5.02(b) will be offset by the payment made under such other incentive plan. Payment will be made in accordance with Article V.
(c)     Equity Awards. Any unvested Equity Awards held by the Participant shall vest in full as of the Separation from Service Date. With respect to Equity Awards with performance conditions, performance will be deemed to have been achieved at the target performance level. In addition, an Equity Award outstanding at the Separation from Service Date and held by the Participants that, upon vesting, are subject to exercise may be exercised until the earlier of (i) the fifth anniversary of the Separation from Service Date and (ii) the expiration date of the such Equity Award under the original terms of such grant.
(d)     Welfare Benefits.
(i)     “COBRA” Continuation Coverage. The Participant shall continue to be eligible to participate in the welfare benefits plan coverage under the Vontier Health and Welfare Benefits Plan (the “Welfare Plan”) in effect at the date of his or her termination (or generally comparable coverage) for himself or herself and, where applicable, his or her spouse or domestic partner and dependents, as the same may be changed from time to time for employees of the Company generally, as if Participant had continued in employment for a number of months following his or her termination equal to the product of twelve (12) multiplied by the Participant’s Change in Control Termination Severance Multiple (such period is referred to herein as the “Change in Control Termination Benefits Continuation Period”). The Participant shall be responsible for the payment of any premiums or contributions that are required during the Change in Control Termination Benefits Continuation Period and such premiums and contributions shall be made within the time period that other employees are required to pay to the Company for similar coverage. The Participant’s failure to pay the applicable premiums or contributions shall result in the cessation of the applicable coverage for the Participant and his or her spouse or domestic partner and dependents. Notwithstanding any other provision of this Plan to the contrary, in the event that a Participant commences employment with another company at any time during the Change in Control Termination Benefits Continuation Period and becomes eligible for coverage under the plan(s) of such other company, the benefits provided under the Company’s plans will become secondary to those provided under the other employer’s plans through the end of the Change in Control Termination Benefits Continuation Period. Within thirty (30) days following the Participant’s commencement of employment with another company, the Participant shall provide the Company written notice of such employment and provide information to the Company regarding the welfare benefits provided to the Participant by his or her new employer. The COBRA continuation coverage period under section 4980B of the Code shall run concurrently with the continuation period described herein.
(ii)     Welfare Benefit Subsidy. If the Participant satisfies the conditions of Sections 3.01(b) and 3.02, the Company shall provide the Participant a lump sum cash payment in the form described in Section 5.02 of this Plan and in an amount equal to the monthly amount the Company would have otherwise contributed toward the employee’s medical and dental premium as an active employee under the Welfare Plan multiplied by the product of twelve (12) multiplied by the Participant’s Change in Control Termination Severance Multiple.
Section 4.03    Voluntary Resignation; Termination due to Death or Permanent Disability. If the Eligible Employee’s employment terminates due to (a) the Eligible Employee’s Voluntary Resignation, (b) death, or (c) Permanent Disability, then the Eligible Employee shall not be entitled to receive Severance Benefits under this Policy and shall be entitled only to those benefits (if any) as may be available under the Company’s other benefit plans and policies effective at the time of such termination.
Section 4.04    Termination for Cause.
(a)     If any Eligible Employee’s employment is terminated by the Company for Cause, then the Eligible Employee shall not be entitled to receive Severance Benefits under this Plan and shall be entitled only to those benefits that are legally required to be provided to the Eligible Employee. In addition, notwithstanding any other provision of this Plan to the contrary, if the Committee or the Plan Administrator determines that an Eligible Employee (a) has engaged in conduct that constitutes Cause at any time prior to the Eligible Employee’s Separation from Service Date, or (b) after the Employee’s Separation from Service Date, has been convicted of or entered a plea of non contendere with respect to either a felony, or a misdemeanor which involves dishonesty, fraud or morally repugnant behavior, based on conduct which occurred prior to the Eligible Employee’s Separation from Service Date, then any Severance Benefits payable to the Eligible Employee under this Plan shall immediately cease, and the Eligible Employee shall be required to return any Severance Benefits paid to the Eligible Employee prior to such determination.
(b)     The Company may withhold paying Severance Benefits under the Plan pending resolution of any good faith inquiry that is likely to lead to a finding resulting in Cause or that may result in the termination of benefits hereunder. If the Company has offset other payments owed to the Eligible Employee under any other plan or program, it may, in its sole discretion, waive its repayment right solely with respect to the amount of the offset so credited.
(c)     Any dispute regarding a termination for Cause or the termination of benefits hereunder will be resolved by the Plan Administrator. Such determination will be based on all of the facts and circumstances presented to the Plan Administrator by the Company. If the Plan Administrator determines that the Eligible Employee’s termination of employment is for Cause, or determines that the Eligible Employee has engaged in conduct after his or her Separation from Service date that will result in the cessation of benefits hereunder, then the Plan Administrator
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will notify the Eligible Employee in writing of such determination, describing in detail the reason for such determination, including without limitation the specific conduct that constituted the basis for the determination. The Eligible Employee shall have the right to contest the determination of the Plan Administrator in accordance with the Appeals Procedure described in Section 9.03.
Section 4.05    Reduction of Severance Benefits. With respect to amounts paid under the Plan that are not subject to Code Section 409A and the regulations promulgated thereunder, the Plan Administrator reserves the right to make deductions in accordance with applicable law for any monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his/her possession. With respect to amounts paid under the Plan that are subject to Code Section 409A and the regulations promulgated thereunder, the Plan Administrator reserves the right to make deductions in accordance with applicable law for any monies owed to the Company by the Participant or the value of the Company property that the Participant has retained in his/her possession; provided, however, that such deduction shall not exceed $5,000 in the aggregate to the extent it would be considered an acceleration of benefit payments.
Section 4.06    Non-Duplication of Benefits. The Plan is intended to supersede, and not to duplicate, the provisions of any severance agreement, employment agreement severance provision, severance plan, or other plan that specifically provide the same type or types of benefits as are described herein. However, the Plan is not intended to supersede any other plan, program, arrangement or agreement providing a Participant with benefits upon a termination of employment that are not described herein, including but not limited to, payment of accrued vacation pay, the vesting or exercise rights of any equity award, or the payment of any long-term cash bonus. In such case, the Participant shall be entitled to receive the payments or benefits so provided by any such other plan, program, arrangement or agreement in accordance with its terms.
Section 4.07    Outplacement Services. The Company may, in its sole absolute discretion, pay the cost of outplacement services for the Participant at the outplacement agency that the Company regularly uses for such purpose or, provided the Chief People Officer of the Company provides prior approval, at an outplacement agency selected by the Participant; provided, however, that the period of outplacement services shall not exceed twelve (12) months from the Participant’s Separation from Service.
Section 4.08    Other Arrangements. The Board, the Committee or the Plan Administrator may provide to a Participant additional severance pay or benefits not otherwise described herein in its sole and absolute discretion, including providing for payments to the Participant under certain compensation or bonus plans under circumstances where such plans would not otherwise provide for payment thereof. It is the specific intention of the Company that if such discretion is exercised, then any such additional pay or benefits provided shall be subject to this Plan as if fully set forth herein.

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ARTICLE V
METHOD. DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS
Section 5.01    Covered Termination Method of Payment. The cash Severance Benefits to which a Participant is entitled pursuant to Section 4.01 (a) shall be paid in approximately equal bi-weekly installments over a number of months equal to the product of twelve (12) multiplied by the Participant’s Covered Termination Severance Multiple in accordance with the Employer’s customary payroll practices, and the cash Severance Benefits to which a Participant is entitled pursuant to Section 4.01(b) shall be paid at the same time as bonuses would be payable under the applicable bonus or incentive program. The cash Severance Benefits to which a Participant is entitled pursuant to Section 4.01(c) shall be paid in a single lump sum within sixty (60) days following the end of the seven (7)-day period following the execution of the Release and delivery of the Release to the Company the Participant’s Separation from Service Date. The benefits under the arrangements described in Section 4.01(d) will be provided as contemplated therein.
Section 5.02    Change in Control Termination Method of Payment. The cash Severance Benefits to which a Participant is entitled pursuant to Section 4.02(a), Section 4.02(b) and Section 4.02(c) shall be paid in a single lump sum within sixty (60) days following the end of the seven (7)-day period following the execution of the Release and delivery of the Release to the Company the Participant’s Separation from Service Date. The benefits under the arrangements described in Section 4.02(d) will be provided as contemplated therein.
Section 5.03    Payment Terms. In no event will interest be credited on the unpaid balance for which a Participant may become eligible. Payment shall be made by mailing to the last address provided by the Participant to the Company or such other reasonable method as determined by the Plan Administrator. All payments of Severance Benefits are subject to applicable federal, state and local taxes and withholdings. In the event of the Participant’s death prior to receiving the full cash payment due to him or her, except to the extent otherwise provided under the terms of the applicable agreement or arrangement governing the payment, the remaining amount of such payment shall be paid to the Participant’s estate in a single lump-sum payment within thirty (30) days following the later of the Participant’s death or the determination of any performance level that applies to such payment. In the event of an eligible Participant’s death following a Covered Termination and prior to the payment or exercisability of Equity Awards that ceased to be subject to a requirement of continued employment or service pursuant to Section 4.01(d), the Participant’s estate or personal representative shall receive the same payment with respect to such Equity Awards, and shall be eligible to exercise such Equity Awards to the same extent and at the same time, as the Participant, had the Participant survived.
Section 5.04    Code Section 409A.
(a)     Notwithstanding any provision of the Plan to the contrary, if required by Code Section 409A and if a Participant is a Key Employee, then no Benefits shall be paid to the Participant during the Postponement Period. If a Participant is a Key Employee and payment of Benefits is required to be delayed for the Postponement Period under Code Section 409A, the accumulated amounts withheld on account of Code Section 409A shall be paid in a lump sum payment within thirty (30) days after the end of the Postponement Period and no interest or other adjustment shall be made for the delayed payment. If the Participant dies during the Postponement Period prior to the payment of Severance Benefits, then the amounts withheld on account of Code Section 409A shall be paid within thirty (30) days after the Participant’s death.
(b)     This Plan is intended to meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under Code Section 409A and the regulations promulgated thereunder. Notwithstanding anything in this Plan to the contrary, if required by Code Section 409A, payments may only be made under this Plan upon an event and in a manner permitted by Code Section 409A, to the extent applicable. For purposes of Code Section 409A, the right to a series of payments under the Plan shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under the Plan shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Plan, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. In no event may a Participant designate the year of payment for any amounts payable under this Plan.
Section 5.05    Termination of Eligibility for Benefits.
(a)     All Eligible Employees shall cease to be eligible to participate in this Plan, and all Severance Benefits payments shall cease upon the occurrence of the earlier of:
(i)     Subject to Article VII, termination or modification of the Plan; or
(ii)     Completion of any obligation of the Company or its Subsidiaries to make any payment or distribution under Articles III or IV for the benefit of the Participant
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(b)     Notwithstanding anything herein to the contrary, the Company shall have the right to cease all Severance Benefits payments and to recover payments previously made to the Participant should the Participant at any time breach the Participant’s undertakings under the terms of the Plan, including, but not limited to, the Release.
Section 5.06    Limitation on Benefits.
(a)     Notwithstanding any other provision of this Plan, except as provided in Section 5.06(b), in the event it shall be determined that any payment or distribution by the Company or its Subsidiaries to or for the benefit of a Participant (whether paid or provided pursuant to the terms of this Plan or otherwise) (a “Payment”) would be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of the benefits provided to the Participant pursuant to the rights granted under this Plan (such benefits are hereinafter referred to as “Plan Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Plan Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code. For purposes of this Section 5.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code. To the extent necessary to eliminate an excess parachute amount that would not be deductible by the Company for Federal income tax purposes because of Section 280G of the Code, the amounts payable or benefits to be provided to the Participant shall be reduced such that the economic loss to the Participant as a result of the excess parachute amount elimination is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.
(b)     If the Firm (as defined in Section 5.06(c)) determines that the payments to the Participant (before any reductions as described in Section 5.06(a)) on an after-tax basis (i.e., after federal, state and local income and excise taxes and federal employment taxes) would exceed the Reduced Amount on an after-tax basis (i.e., after federal, state and local income and federal employment taxes) then such payments will not be reduced as described in Section 5.06(a).
(c)     All determinations required to be made under this Section 5.06 shall be made by a nationally recognized accounting or consulting firm selected by the Chief People Officer of the Company (or the equivalent) upon the occurrence of a Potential Change in Control (the “Firm”), which shall provide detailed supporting calculations both to the Company and the Participant within fifteen (15) business days of the Separation from Service Date or such earlier time as is requested by the Company. Any such determination by the Firm shall be binding upon the Company, its successors and the Participant (subject to Section 5.06(e) below). At the next regularly scheduled payroll date occurring at least five (5) business days after the determination by the Firm as to the Reduced Amount, the Company shall provide to the Participant such Payments as are then due to the Participant in accordance with the rights afforded under this Plan or any other applicable plan.
(d)     The Company shall reimburse the Participant for any costs or expenses of tax counsel incurred by the Participant in connection with any audit or investigation by the Internal Revenue Service, or any state or local tax authorities, concerning the application of Code Section 280G to any Payments (provided, that the Participant retains tax counsel acceptable to the Company). In the event that as a result of any such audit or investigation, the reduction in Plan Payments under Section 5.06(a) above is finally determined not to be sufficient in amount to permit the deduction by the Company of all Payments under Code Section 280G, then the Company shall pay the Participant an additional amount which shall be sufficient to put the Participant, after payment of any additional income, employment and excise taxes, interest and penalties, in substantially the same economic position as if the reduction had been sufficient. Notwithstanding anything herein to the contrary, any reimbursement or payment pursuant to this Section 5.06(d) shall be made in a manner, and in such timeframe, that complies with the requirements of Treasury Regulations Section 1.409A-3(i)(1)(v).
(e)     In the event that the Firm determines that a reduction effected pursuant to Section 5.06(a) above was excessive in amount due to changes in relevant data or information following its original determination under Section 5.06(c) above, and that additional Plan Payments could have been made thereunder, the Company shall promptly make such additional payments to the Participant

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ARTICLE VI
THE PLAN ADMINISTRATOR
Section 6.01    Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and the Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, and to supply omissions. All decisions, actions and interpretations of the Plan Administrator shall be final, binding and conclusive upon the parties with respect to denied claims for Severance Benefits, except in those cases where such determination is subject to review by the Named Appeals Fiduciary. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan. The Plan Administrator shall have full power, authority and discretion to, and will make, determinations regarding whether a Participant will receive full, partial or no severance benefits under Sections 4.01 and 4.02 of this Plan in circumstances where, upon Involuntary Termination, a Participant will also receive benefits under another Plan or arrangement that also includes equity vesting, cash payments, or other benefits due upon termination of employment.
Section 6.02    Compensation of the Plan Administrator. The Plan Administrator appointed for periods prior to a Potential Change in Control shall receive no compensation for services as such. The Plan Administrator appointed for periods on and after a Potential Change in Control will be entitled to receive reasonable compensation as is mutually agreed upon between the parties. All reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.
Section 6.03    Records, Reporting and Disclosure. The Plan Administrator shall keep a copy of all records relating to the payment of Severance Benefits to Participants and former Participants and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee, the Company and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to the examining Participant and to the Plan. The Plan Administrator shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder (except that the Company, as payor of the Severance Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes, Social Security taxes, and other amounts that may be similarly reportable).

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ARTICLE VII
AMENDMENT. TERMINATION AND DURATION
Section 7.01    Amendment, Suspension and Termination. Except as otherwise provided in this Section 7.01, the Board or its delegate shall have the right, at any time and from time to time, to amend, suspend or terminate the Plan in whole or in part, for any reason or without reason, and without either the consent of or the prior notification to any Participant, by a formal written action. Notwithstanding the foregoing,
(a)     After the occurrence of a Potential Change in Control (and prior to its expiration in accordance with Section 2.35(y)), (i) any termination or suspension of the Plan will not be applicable to Eligible Employees who are employed on the date of occurrence of the Potential Change in Control, and (ii) no amendment shall adversely affect any right of a Participant or Eligible Employee without the written consent of such Participant or Eligible Employee.
(b)     After the occurrence of a Change in Control, (i) any termination or suspension of the Plan during the two (2) year period following the Change in Control will not be applicable to Eligible Employees who are employed on the date of occurrence of the Change in Control, (ii) no amendment during the two (2) year period following the Change in Control shall adversely affect any right of a Participant or Eligible Employee without the written consent of such Participant or Eligible Employee, and (iii) no amendment shall give the Company the right to recover any amount paid to any Participant prior to the date of such amendment or to cause the cessation of Severance Benefits already approved for a Participant who has executed a Release.
(c)     Any amendment or termination of the Plan must comply with all applicable legal requirements including, without limitation, compliance with Code Section 409A and the regulations and ruling promulgated thereunder, securities, tax, or other laws, rules, regulations or regulatory interpretations thereof, applicable to the Plan.
Section 7.02    Duration. The Plan shall continue in full force and effect until the earlier of (a) termination of the Plan pursuant to Section 7.01 or (b) the second anniversary of a Change in Control; provided, however, that after the termination of the Plan, if any Participant terminated employment due to a Covered Termination or Change in Control Termination prior to the termination of the Plan and is still entitled to receive payments or benefits hereunder, then the Plan shall remain in effect with respect to such Participant until all of the obligations of the Company are satisfied with respect to such Participant

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ARTICLE VIII
DUTIES OF THE COMPANY AND THE COMMITTEE
Section 8.01    Records. The Company shall supply to the Committee all records and information necessary to the performance of the Committee’s duties.
Section 8.02    Payment. Payments of Severance Benefits to Participants shall be made in such amount as determined by the Committee under Article V, from the Company’s general assets or from a supplemental unemployment benefits trust, in accordance with the terms of the Plan, as directed by the Committee.
Section 8.03    Discretion. Any decisions, actions or interpretations to be made under the Plan by the Board, the Committee and the Plan Administrator, acting on behalf of either, shall be made in each of their respective sole discretion, not in any fiduciary capacity and need not be uniformly applied to similarly situated individuals and such decisions, actions or interpretations shall be final, binding and conclusive upon all parties. As a condition of participating in the Plan, the Participant acknowledges that all decisions and determinations of the Board, the Committee and the Plan Administrator taken in good faith shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under the Plan on his or her behalf.

15


ARTICLE IX
CLAIMS PROCEDURES
Section 9.01    Claim. Each Participant under this Plan may contest any action taken or determination made by the Company, the Board, the Committee or the Plan Administrator that affects the rights of such Participant hereunder by completing and filing with the Plan Administrator a written claim in the manner specified by the Plan Administrator no later than one hundred and eighty (180) days following the date the action was taken or determination made, which claim must be supported by such information as the Plan Administrator deems relevant and appropriate. No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article IX are exhausted and a final determination is made by the Plan Administrator and/or the Named Appeals Fiduciary. If the terminated Participant or interested person challenges a decision by the Plan Administrator and/or Named Appeals Fiduciary, a review by the court of law will be limited to the facts, evidence and issues presented to the Plan Administrator during the claims procedure set forth in this Article IX. Issues not raised with the Plan Administrator and/or Named Appeals Fiduciary will be deemed waived.
Section 9.02    Response to Claim. The Plan Administrator will review the claim filed pursuant to Section 9.01 and make a determination thereon. In the event that any claim relating to the administration of Severance Benefits is denied in whole or in part, the Plan Administrator shall notify in writing the terminated Participant or his or her beneficiary (“claimant”) whose claim has been so denied of such denial within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall: (a) specify the reason or reasons for denial, (b) make specific reference to the Plan provisions on which the determination was based, (c) describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), (d) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review, and (e) include any other information required by ERISA.
Section 9.03    Appeals of Denied Administrative Claims. All appeals shall be made by the following procedure:
(a)     A claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within sixty (60) calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.
(b)     The Named Appeals Fiduciary shall consider the merits of the claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Named Appeals Fiduciary shall deem relevant.
(c)     The Named Appeals Fiduciary shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefor. The determination shall be made to the claimant within sixty (60) days of the claimant’s request for review, unless the Named Appeals Fiduciary determines that special circumstances require an extension of time for processing the claim. In such case, the Named Appeals Fiduciary shall notify the claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Named Appeals Fiduciary shall have an additional sixty (60) day period to make its determination. The determination so rendered shall be binding upon all parties as long as it is made in good faith. If the determination is adverse to the claimant, the notice shall (i) provide the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to a the claimant’s claim for benefits, and (iv) state that the claimant has the right to bring an action under section 502(a) of ERISA.
Section 9.04    Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary shall be the person or persons named as such by the Board or Committee, or, if no such person or persons be named, then the person or persons named by the Plan Administrator as the Named Appeals Fiduciary; provided, however, that effective on the date of a Change in Control, the Plan Administrator shall also serve as the Named Appeals Fiduciary. For periods before the date of a Change in Control, Named Appeals Fiduciaries may at any time be removed by the Board or Committee, and any Named Appeals Fiduciary named by the Plan Administrator may be removed by the Plan Administrator. All such removals may be with or without cause and shall be effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary responsibilities, shall have no authority, responsibility, or liability with respect to any matter other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth herein.

16


ARTICLE X
MISCELLANEOUS
Section 10.01    Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments that he or she may expect to receive, contingently or otherwise, under this Plan.
Section 10.02    Notices. All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to the Plan Administrator.
Section 10.03    Successors. Any Successor shall assume the obligations under this Plan and expressly agree to perform the obligations under this Plan.
Section 10.04    Other Payments. Except as otherwise provided in this Plan, no Participant shall be entitled to any cash payments or other severance benefits under any of the Company’s then current severance pay policies for a termination that is covered by this Plan for the Participant.
Section 10.05    No Mitigation. Participants shall not be required to mitigate the amount of any Severance Benefits provided for in this Plan by seeking other employment or otherwise, nor shall the amount of any Severance Benefits provided for herein be reduced by any compensation earned by other employment or otherwise, except if the Participant is re-employed by the Company, in which case Severance Benefits shall cease.
Section 10.06    No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Eligible Employee or any person whosoever, the right to be retained in the service of the Company, and all Eligible Employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.
Section 10.07    Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.
Section 10.08    Heirs, Assigns, and Personal Representatives. This Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.
Section 10.09    Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
Section 10.10    Gender and Number. Where the context admits, words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice-versa.
Section 10.11    Unfunded Plan. The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of Severance Benefits.
Section 10.12    Payments to Incompetent Persons. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Committee and all other parties with respect thereto.
Section 10.13    Lost Payees. A benefit shall be deemed forfeited if the Committee is unable to locate a Participant to whom Severance Benefits are due. Such Severance Benefits shall be reinstated if application is made by the Participant for the forfeited Severance Benefits while this Plan is in operation.
Section 10.14    Controlling Law. This Plan shall be construed and enforced according to the laws of the State of Delaware to the extent not superseded by Federal law.
17


Exhibit 31.1

Certification

I, Mark D. Morelli, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Vontier Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 31, 2024By:/s/ Mark D. Morelli
  Mark D. Morelli
  President and Chief Executive Officer



Exhibit 31.2

Certification

I, Anshooman Aga, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Vontier Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: October 31, 2024By:/s/ Anshooman Aga
  Anshooman Aga
  Senior Vice President and Chief Financial Officer



Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark D. Morelli, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Vontier Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Vontier Corporation.
 
Date: October 31, 2024By:/s/ Mark D. Morelli
  Mark D. Morelli
  President and Chief Executive Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Vontier Corporation specifically incorporates it by reference.



Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Anshooman Aga, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Vontier Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Vontier Corporation.
 
Date: October 31, 2024By:/s/ Anshooman Aga
  Anshooman Aga
  Senior Vice President and Chief Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Vontier Corporation specifically incorporates it by reference.


v3.24.3
Cover Page - shares
shares in Millions
 9 Months Ended
Sep. 27, 2024
Oct. 28, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 27, 2024  
Document Transition Report false  
Entity File Number 001-39483  
Entity Registrant Name Vontier Corporation  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 84-2783455  
Entity Address, Address Line One 5438 Wade Park Boulevard  
Entity Address, Address Line Two Suite 600  
Entity Address, City or Town Raleigh  
Entity Address, State or Province NC  
Entity Address, Postal Zip Code 27607  
City Area Code 984  
Local Phone Number 275-6000  
Title of 12(b) Security Common stock, par value $0.0001 per share  
Trading Symbol VNT  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   150.2
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0001786842  
Current Fiscal Year End Date --12-31  
v3.24.3
Consolidated Condensed Balance Sheets - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 330.9 $ 340.9
Accounts receivable, less allowance for credit losses of $38.4 million and $35.7 million as of September 27, 2024 and December 31, 2023, respectively 531.4 497.5
Inventories 333.0 296.6
Prepaid expenses and other current assets 147.7 141.4
Current assets held for sale 0.0 56.1
Total current assets 1,343.0 1,332.5
Property, plant and equipment, net 123.5 102.3
Operating lease right-of-use assets 50.2 47.0
Long-term financing receivables, less allowance for credit losses of $31.7 million and $33.7 million as of September 27, 2024 and December 31, 2023, respectively 288.4 276.2
Other intangible assets, net 508.6 568.3
Goodwill 1,743.9 1,742.4
Other assets 249.5 225.3
Total assets 4,307.1 4,294.0
Current liabilities:    
Short-term borrowings and current portion of long-term debt 5.4 106.6
Trade accounts payable 370.2 366.8
Current operating lease liabilities 16.1 14.0
Accrued expenses and other current liabilities 426.5 435.8
Current liabilities held for sale 0.0 32.1
Total current liabilities 818.2 955.3
Long-term operating lease liabilities 39.9 37.1
Long-term debt 2,191.1 2,189.0
Other long-term liabilities 214.5 217.0
Total liabilities 3,263.7 3,398.4
Commitments and Contingencies (Note 9)
Equity:    
Preferred stock, 15.0 million shares authorized; no par value; no shares issued and outstanding 0.0 0.0
Common stock, 2.0 billion shares authorized; $0.0001 par value; 171.9 million and 170.8 million shares issued, and 150.8 million and 154.3 million outstanding as of September 27, 2024 and December 31, 2023, respectively 0.0 0.0
Treasury stock, at cost, 21.1 million and 16.5 million shares as of September 27, 2024 and December 31, 2023, respectively (567.6) (403.4)
Additional paid-in capital 75.8 56.8
Retained earnings 1,419.3 1,132.1
Accumulated other comprehensive income 107.1 104.9
Total Vontier stockholders’ equity 1,034.6 890.4
Noncontrolling interests 8.8 5.2
Total equity 1,043.4 895.6
Total liabilities and equity $ 4,307.1 $ 4,294.0
v3.24.3
Consolidated Condensed Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for credit losses $ 38.4 $ 35.7
Financing receivable, allowance for credit losses $ 31.7 $ 33.7
Preferred stock, authorized (in shares) 15,000,000.0 15,000,000.0
Preferred stock, par value (in dollars per share) $ 0 $ 0
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common stock, authorized (in shares) 2,000,000,000.0 2,000,000,000.0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, issued (in shares) 171,900,000 170,800,000
Common stock, outstanding (in shares) 150,800,000 154,300,000
Treasury stock, common, shares (in shares) 21,100,000 16,500,000
v3.24.3
Consolidated Condensed Statements of Earnings and Comprehensive Income - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Sep. 29, 2023
Sep. 27, 2024
Sep. 29, 2023
Income Statement [Abstract]        
Sales $ 750.0 $ 765.4 $ 2,202.2 $ 2,306.2
Operating costs and expenses:        
Cost of sales, excluding amortization of acquisition-related intangible assets (395.8) (406.4) (1,140.5) (1,246.1)
Selling, general and administrative expenses (157.0) (157.2) (478.7) (481.6)
Research and development expenses (45.7) (39.1) (135.3) (120.4)
Amortization of acquisition-related intangible assets (20.0) (20.1) (60.0) (61.1)
Operating profit 131.5 142.6 387.7 397.0
Non-operating income (expense), net:        
Interest expense, net (18.9) (22.8) (56.2) (70.7)
Gain on sale of business 0.0 0.3 37.2 34.4
Other non-operating expense, net (0.3) (0.2) (1.6) (1.6)
Earnings before income taxes 112.3 119.9 367.1 359.1
Provision for income taxes (20.5) (29.3) (68.4) (88.4)
Net earnings $ 91.8 $ 90.6 $ 298.7 $ 270.7
Net earnings per share:        
Basic (in dollars per share) $ 0.60 $ 0.59 $ 1.94 $ 1.74
Diluted (in dollars per share) $ 0.60 $ 0.58 $ 1.93 $ 1.73
Weighted average shares outstanding:        
Basic (in shares) 152.4 154.8 153.8 155.3
Diluted (in shares) 153.2 155.8 154.7 156.1
Net earnings $ 91.8 $ 90.6 $ 298.7 $ 270.7
Other comprehensive income (loss), net of income taxes:        
Foreign currency translation adjustments 29.1 (22.1) 2.1 (34.2)
Other adjustments 0.0 0.0 0.1 0.1
Total other comprehensive income (loss), net of income taxes 29.1 (22.1) 2.2 (34.1)
Comprehensive income $ 120.9 $ 68.5 $ 300.9 $ 236.6
v3.24.3
Consolidated Condensed Statements of Changes in Equity - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Treasury Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Income
Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2022   169.7          
Beginning balance at Dec. 31, 2022 $ 579.5 $ 0.0 $ (328.0) $ 27.6 $ 770.8 $ 106.1 $ 3.0
Treasury stock, beginning balance (in shares) at Dec. 31, 2022     13.7        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings 82.8       82.8    
Dividends on common stock ($0.025 per share) (3.9)       (3.9)    
Other comprehensive loss, net of income (loss) taxes (3.7)         (3.7)  
Stock-based compensation expense 6.8     6.1     0.7
Common stock-based award activity, net of shares for tax withholding (in shares)   0.5          
Common stock-based award activity, net of shares for tax withholding (3.1)     (3.1)      
Purchase of treasury stock (in shares)     0.9        
Purchase of treasury stock (18.4)   $ (18.4)        
Ending balance (in shares) at Mar. 31, 2023   170.2          
Ending balance at Mar. 31, 2023 640.0 $ 0.0 $ (346.4) 30.6 849.7 102.4 3.7
Treasury stock, ending balance (in shares) at Mar. 31, 2023     14.6        
Beginning balance (in shares) at Dec. 31, 2022   169.7          
Beginning balance at Dec. 31, 2022 579.5 $ 0.0 $ (328.0) 27.6 770.8 106.1 3.0
Treasury stock, beginning balance (in shares) at Dec. 31, 2022     13.7        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings 270.7       270.7    
Other comprehensive loss, net of income (loss) taxes (34.1)            
Ending balance (in shares) at Sep. 29, 2023   170.5          
Ending balance at Sep. 29, 2023 765.0 $ 0.0 $ (390.2) 47.9 1,029.8 72.0 5.5
Treasury stock, ending balance (in shares) at Sep. 29, 2023     16.1        
Beginning balance (in shares) at Mar. 31, 2023   170.2          
Beginning balance at Mar. 31, 2023 640.0 $ 0.0 $ (346.4) 30.6 849.7 102.4 3.7
Treasury stock, beginning balance (in shares) at Mar. 31, 2023     14.6        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings 97.3       97.3    
Dividends on common stock ($0.025 per share) (3.9)       (3.9)    
Other comprehensive loss, net of income (loss) taxes (8.3)         (8.3)  
Stock-based compensation expense 8.5     7.0     1.5
Common stock-based award activity, net of shares for tax withholding (in shares)   0.1          
Common stock-based award activity, net of shares for tax withholding 0.2     0.2      
Purchase of treasury stock (in shares)     1.1        
Purchase of treasury stock (32.1)   $ (32.1)        
Change in noncontrolling interests (0.3)           (0.3)
Ending balance (in shares) at Jun. 30, 2023   170.3          
Ending balance at Jun. 30, 2023 701.4 $ 0.0 $ (378.5) 37.8 943.1 94.1 4.9
Treasury stock, ending balance (in shares) at Jun. 30, 2023     15.7        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings 90.6       90.6    
Dividends on common stock ($0.025 per share) (3.9)       (3.9)    
Other comprehensive loss, net of income (loss) taxes (22.1)         (22.1)  
Stock-based compensation expense 8.8     7.7     1.1
Common stock-based award activity, net of shares for tax withholding (in shares)   0.2          
Common stock-based award activity, net of shares for tax withholding 2.4     2.4      
Purchase of treasury stock (in shares)     0.4        
Purchase of treasury stock (11.7)   $ (11.7)        
Change in noncontrolling interests (0.5)           (0.5)
Ending balance (in shares) at Sep. 29, 2023   170.5          
Ending balance at Sep. 29, 2023 $ 765.0 $ 0.0 $ (390.2) 47.9 1,029.8 72.0 5.5
Treasury stock, ending balance (in shares) at Sep. 29, 2023     16.1        
Beginning balance (in shares) at Dec. 31, 2023 154.3 170.8          
Beginning balance at Dec. 31, 2023 $ 895.6 $ 0.0 $ (403.4) 56.8 1,132.1 104.9 5.2
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 16.5   16.5        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings $ 136.8       136.8    
Dividends on common stock ($0.025 per share) (3.9)       (3.9)    
Other comprehensive loss, net of income (loss) taxes (22.2)         (22.2)  
Stock-based compensation expense 9.5     7.0     2.5
Common stock-based award activity, net of shares for tax withholding (in shares)   0.9          
Common stock-based award activity, net of shares for tax withholding 2.7     2.7      
Purchase of treasury stock (in shares)     0.6        
Purchase of treasury stock (21.9)   $ (21.9)        
Other (4.0)     (4.0)      
Ending balance (in shares) at Mar. 29, 2024   171.7          
Ending balance at Mar. 29, 2024 $ 992.6 $ 0.0 $ (425.3) 62.5 1,265.0 82.7 7.7
Treasury stock, ending balance (in shares) at Mar. 29, 2024     17.1        
Beginning balance (in shares) at Dec. 31, 2023 154.3 170.8          
Beginning balance at Dec. 31, 2023 $ 895.6 $ 0.0 $ (403.4) 56.8 1,132.1 104.9 5.2
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 16.5   16.5        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings $ 298.7       298.7    
Other comprehensive loss, net of income (loss) taxes $ 2.2            
Ending balance (in shares) at Sep. 27, 2024 150.8 171.9          
Ending balance at Sep. 27, 2024 $ 1,043.4 $ 0.0 $ (567.6) 75.8 1,419.3 107.1 8.8
Treasury stock, ending balance (in shares) at Sep. 27, 2024 21.1   21.1        
Beginning balance (in shares) at Mar. 29, 2024   171.7          
Beginning balance at Mar. 29, 2024 $ 992.6 $ 0.0 $ (425.3) 62.5 1,265.0 82.7 7.7
Treasury stock, beginning balance (in shares) at Mar. 29, 2024     17.1        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings 70.1       70.1    
Dividends on common stock ($0.025 per share) (3.8)       (3.8)    
Other comprehensive loss, net of income (loss) taxes (4.7)         (4.7)  
Stock-based compensation expense 7.9     7.3     0.6
Common stock-based award activity, net of shares for tax withholding (in shares)   0.1          
Common stock-based award activity, net of shares for tax withholding 0.8     0.8      
Purchase of treasury stock (in shares)     0.9        
Purchase of treasury stock (38.5)   $ (38.5)        
Change in noncontrolling interests (0.1)           (0.1)
Ending balance (in shares) at Jun. 28, 2024   171.8          
Ending balance at Jun. 28, 2024 1,024.3 $ 0.0 $ (463.8) 70.6 1,331.3 78.0 8.2
Treasury stock, ending balance (in shares) at Jun. 28, 2024     18.0        
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings 91.8       91.8    
Dividends on common stock ($0.025 per share) (3.8)       (3.8)    
Other comprehensive loss, net of income (loss) taxes 29.1         29.1  
Stock-based compensation expense 7.9     7.4     0.5
Common stock-based award activity, net of shares for tax withholding (in shares)   0.1          
Common stock-based award activity, net of shares for tax withholding (0.1)     (0.1)      
Purchase of treasury stock (in shares)     3.1        
Purchase of treasury stock (105.9)   $ (103.8) (2.1)      
Change in noncontrolling interests $ 0.1           0.1
Ending balance (in shares) at Sep. 27, 2024 150.8 171.9          
Ending balance at Sep. 27, 2024 $ 1,043.4 $ 0.0 $ (567.6) $ 75.8 $ 1,419.3 $ 107.1 $ 8.8
Treasury stock, ending balance (in shares) at Sep. 27, 2024 21.1   21.1        
v3.24.3
Consolidated Condensed Statements of Changes in Equity (Parenthetical) - USD ($)
$ in Millions
 3 Months Ended
Sep. 27, 2024
Jun. 28, 2024
Mar. 29, 2024
Sep. 29, 2023
Jun. 30, 2023
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]            
Dividend on common stock (in dollars per share) $ 0.025 $ 0.025 $ 0.025 $ 0.025 $ 0.025 $ 0.025
Purchase of treasury stock $ (105.9) $ (38.5) $ (21.9) $ (11.7) $ (32.1) $ (18.4)
v3.24.3
Consolidated Condensed Statements of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 27, 2024
Sep. 29, 2023
Cash flows from operating activities:    
Net earnings $ 298.7 $ 270.7
Non-cash items:    
Depreciation expense 34.5 32.7
Amortization of acquisition-related intangible assets 60.0 61.1
Stock-based compensation expense 25.3 24.1
Gain on sale of business (37.2) (34.4)
Change in deferred income taxes (11.4) (16.1)
Other non-cash items 5.0 2.4
Change in accounts receivable and long-term financing receivables, net (46.2) (33.6)
Change in other operating assets and liabilities (69.3) (16.8)
Net cash provided by operating activities 259.4 290.1
Cash flows from investing activities:    
Proceeds from sale of business, net of cash provided 68.4 107.5
Payments for additions to property, plant and equipment (62.6) (43.5)
Proceeds from sale of property, plant and equipment 1.3 4.3
Cash paid for equity investments (2.3) (2.7)
Proceeds from sale of equity securities 0.2 20.4
Net cash provided by investing activities 5.0 86.0
Cash flows from financing activities:    
Repayment of long-term debt (100.0) (240.0)
Net (repayments of) proceeds from short-term borrowings (1.2) 1.4
Payments of common stock cash dividend (11.5) (11.7)
Purchases of treasury stock (164.6) (61.6)
Proceeds from stock option exercises 14.4 6.0
Other financing activities (13.9) (7.4)
Net cash used in financing activities (276.8) (313.3)
Effect of exchange rate changes on cash and cash equivalents 2.4 (3.7)
Net change in cash and cash equivalents (10.0) 59.1
Beginning balance of cash and cash equivalents 340.9 204.5
Ending balance of cash and cash equivalents $ 330.9 $ 263.6
v3.24.3
Business Overview and Basis of Presentation
 9 Months Ended
Sep. 27, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business Overview and Basis of Presentation BUSINESS OVERVIEW AND BASIS OF PRESENTATION
Nature of Business
Vontier Corporation (“Vontier” or the “Company”) is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. The Company operates through three reportable segments which align to the Company’s three operating segments: (i) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks, and integrated solutions for alternative fuel dispensing; (ii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees; and (iii) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure. The Company’s Global Traffic Technologies and Coats businesses, which were divested during April 2023 and January 2024, respectively, are presented in Other for periods prior to the divestitures.
Basis of Presentation and Unaudited Interim Financial Information
The accompanying Consolidated Condensed Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are unaudited.
The interim Consolidated Condensed Financial Statements include the accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated Condensed Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of operations, therefore, net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated Condensed Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented.
In the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Consolidated Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”).
Foreign Currency Translation and Transactions
Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the periods presented.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company’s annual financial statements for the year ended December 31, 2025, with early adoption permitted. Prospective application is required, with retrospective application permitted. The Company is currently assessing the impact ASU 2023-09 will have on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances segment disclosures primarily by requiring disclosure of significant segment expenses. ASU 2023-07 is effective for the Company’s annual financial statements for the year ended December 31, 2024, and for its interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2025, with early adoption permitted. Retrospective application is required. Adoption of the ASU will expand the Company’s segment disclosures, and will have no impact on its results of operations, cash flows or financial condition.
v3.24.3
Financing and Trade Receivables
 9 Months Ended
Sep. 27, 2024
Credit Loss [Abstract]  
Financing and Trade Receivables FINANCING AND TRADE RECEIVABLES
The Company’s financing receivables are comprised of commercial purchase security agreements originated between the Company’s franchisees and technicians or independent shop owners that are assumed by the Company (“PSAs”) and commercial loans to the Company’s franchisees (“Franchisee Notes”) in the Repair Solutions segment. Financing receivables are generally secured by the underlying tools and equipment financed.
PSAs are installment sales contracts originated between the franchisee and technicians or independent shop owners which enable these customers to purchase tools and equipment on an extended-term payment plan. PSA payment terms are generally up to five years. Upon origination, the Company assumes the PSA by crediting the franchisee’s trade accounts receivable. As a result, originations of PSAs are non-cash transactions. The Company records PSAs at amortized cost.
Franchisee Notes have payment terms of up to 10 years and include financing to fund business startup costs including: (i) installment loans to franchisees used generally to finance inventory, equipment, and franchise fees; and (ii) lines of credit to finance working capital, including additional purchases of inventory.
Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. Accrued interest is included in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets and was insignificant as of September 27, 2024 and December 31, 2023.
Product sales to franchisees and the related financing income is included in Cash flows from operating activities in the accompanying Consolidated Condensed Statements of Cash Flows.
The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets were as follows:
($ in millions)September 27, 2024December 31, 2023
Gross current financing receivables:
PSAs$98.0 $100.7 
Franchisee Notes25.1 23.1 
Current financing receivables, gross$123.1 $123.8 
Allowance for credit losses:
PSAs$12.8 $12.8 
Franchisee Notes8.0 7.3 
Total allowance for credit losses$20.8 $20.1 
Net current financing receivables:
PSAs, net$85.2 $87.9 
Franchisee Notes, net17.1 15.8 
Total current financing receivables, net$102.3 $103.7 
The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows:

($ in millions)September 27, 2024December 31, 2023
Gross long-term financing receivables:
PSAs$257.7 $245.7 
Franchisee Notes62.4 64.2 
Long-term financing receivables, gross$320.1 $309.9 
Allowance for credit losses:
PSAs$26.7 $28.7 
Franchisee Notes5.0 5.0 
Total allowance for credit losses$31.7 $33.7 
Net long-term financing receivables:
PSAs, net$231.0 $217.0 
Franchisee Notes, net57.4 59.2 
Total long-term financing receivables, net$288.4 $276.2 

As of September 27, 2024 and December 31, 2023, the net unamortized discount on our financing receivables was $18.6 million and $17.6 million, respectively.
Credit score and distributor tenure are the primary indicators of credit quality for the Company’s financing receivables. The amortized cost basis and current period gross write-offs of PSAs and Franchisee Notes by origination year as of and for the nine months ended September 27, 2024, is as follows:
($ in millions)20242023202220212020PriorTotal
PSAs
Credit Score:
Less than 400$8.4 $8.9 $3.9 $1.9 $0.7 $— $23.8 
400-59923.6 16.9 7.8 3.4 1.3 0.3 53.3 
600-79947.4 35.4 15.9 8.2 2.8 0.4 110.1 
800+78.6 52.9 23.8 9.7 3.1 0.4 168.5 
Total PSAs$158.0 $114.1 $51.4 $23.2 $7.9 $1.1 $355.7 
Franchisee Notes
Active distributors$23.4 $17.6 $10.7 $8.7 $4.1 $6.0 $70.5 
Separated distributors0.2 1.7 3.9 3.7 1.6 5.9 17.0 
Total Franchisee Notes$23.6 $19.3 $14.6 $12.4 $5.7 $11.9 $87.5 
Current Period Gross Write-offs
PSAs$0.7 $13.4 $9.2 $4.6 $2.2 $1.1 $31.2 
Franchisee Notes— 0.1 0.5 1.4 1.3 2.2 5.5 
Total current period gross write-offs$0.7 $13.5 $9.7 $6.0 $3.5 $3.3 $36.7 
Past Due
PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of:
($ in millions)30-59 days past due60-90 days past dueGreater than 90 days past dueTotal past dueTotal not considered past dueTotalGreater than 90 days past due and accruing interest
September 27, 2024$3.4 $1.8 $7.2 $12.4 $343.3 $355.7 $7.2 
December 31, 20233.7 1.9 7.2 12.8 333.6 346.4 7.2 
Franchisee Notes are considered past due when payments have not been made for 21 days after the due date. Past due Franchisee Notes (where the franchisee had not yet separated) were insignificant as of September 27, 2024 and December 31, 2023.
Uncollectable Status
PSAs are deemed uncollectable and written off when they are both contractually delinquent and no payment has been received for 180 days.
Franchisee Notes are deemed uncollectable and written off after a distributor separates and no payments have been received for one year.
The Company stops accruing interest and other fees associated with financing receivables when (i) a customer is placed in uncollectable status and repossession efforts have begun; (ii) upon receipt of notification of bankruptcy; (iii) upon notification of the death of a customer; or (iv) other instances in which management concludes collectability is not reasonably assured.
Allowance for Credit Losses Related to Financing Receivables
The Company calculates the allowance for credit losses considering several factors, including the aging of its financing receivables, historical credit loss and portfolio delinquency experience and current economic conditions. The Company also evaluates financing receivables with identified exposures, such as customer defaults, bankruptcy or other events that make it unlikely it will recover the amounts owed to it. In calculating such reserves, the Company evaluates expected cash flows, including estimated proceeds from disposition of collateral, and calculates an estimate of the potential loss and the probability of loss. When a loss is considered probable on an individual financing receivable, a specific reserve is recorded.
The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of:
September 27, 2024
($ in millions)PSAsFranchisee NotesTotal
Allowance for credit losses, beginning of year$41.5 $12.3 $53.8 
Provision for credit losses27.9 6.2 34.1 
Write-offs(31.2)(5.5)(36.7)
Recoveries of amounts previously charged off1.3 — 1.3 
Allowance for credit losses, end of period$39.5 $13.0 $52.5 
Allowance for Credit Losses Related to Trade Accounts Receivables
The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables, excluding financing receivables, and the Company’s trade accounts receivable cost basis as of:

($ in millions)September 27, 2024
Cost basis of trade accounts receivable$446.7 
Allowance for credit losses balance, beginning of year15.6 
Provision for credit losses4.6 
Write-offs(2.6)
Allowance for credit losses balance, end of period17.6 
Net trade accounts receivable balance$429.1 
v3.24.3
Inventories
 9 Months Ended
Sep. 27, 2024
Inventory Disclosure [Abstract]  
Inventories INVENTORIES
The classes of inventory as of September 27, 2024 and December 31, 2023 are summarized as follows:
($ in millions)September 27, 2024December 31, 2023
Finished goods$149.8 $132.8 
Work in process20.7 20.1 
Raw materials162.5 143.7 
Total$333.0 $296.6 
v3.24.3
Financing
 9 Months Ended
Sep. 27, 2024
Debt Disclosure [Abstract]  
Financing FINANCING
The Company had the following debt outstanding as of:
($ in millions)September 27, 2024December 31, 2023
Short-term borrowings:
Short-term borrowings and bank overdrafts$5.4 $6.6 
Long-term debt:
Three-Year Term Loans due 2024$— $100.0 
Three-Year Term Loans due 2025600.0 600.0 
1.800% senior unsecured notes due 2026
500.0 500.0 
2.400% senior unsecured notes due 2028
500.0 500.0 
2.950% senior unsecured notes due 2031
600.0 600.0 
Revolving Credit Facility due 2026— — 
Total long-term debt2,200.0 2,300.0 
Less: current portion of long-term debt— (100.0)
Less: discounts and debt issuance costs(8.9)(11.0)
Total long-term debt, net$2,191.1 $2,189.0 
The Company’s long-term debt requires, among others, that the Company maintains certain financial covenants, and the Company was in compliance with all of these covenants as of September 27, 2024.
Credit Facilities
Revolving Credit Facility

The Revolving Credit Facility bears interest at a variable rate equal to SOFR plus an 11.4 basis points SOFR adjustment, plus a ratings-based margin which was 117.5 basis points as of September 27, 2024. As of September 27, 2024, there were no borrowings outstanding and $750.0 million of available borrowing capacity under the Revolving Credit Facility.
Three-Year Term Loans Due 2024

The Three-Year Term Loans Due 2024 were to mature on October 28, 2024. The Company was not obligated to make repayments prior to the maturity date but did voluntarily repay the remaining $100.0 million outstanding as of December 31, 2023 during the nine months ended September 27, 2024.

Three-Year Term Loans Due 2025
The Three-Year Term Loans Due 2025 (“Term Loans”), which mature on December 30, 2025, bear interest at a variable rate equal to SOFR plus a 10.0 basis points credit spread adjustment, plus a ratings-based margin which was 125.0 basis points as of September 27, 2024. The interest rate was 6.60% per annum as of September 27, 2024. There was no material difference between the carrying value and the estimated fair value of the debt outstanding as of September 27, 2024.
Senior Unsecured Notes
The Company’s senior unsecured notes (collectively, the “Registered Notes”) consist of the following:
•$500.0 million aggregate principal amount of senior notes due April 1, 2026 bearing interest at the rate of 1.800% per year;
•$500.0 million aggregate principal amount of senior notes due April 1, 2028 bearing interest at the rate of 2.400% per year; and
•$600.0 million aggregate principal amount of senior notes due April 1, 2031 bearing interest at the rate of 2.950% per year.
The estimated fair value of the Registered Notes was $1.5 billion as of September 27, 2024. The fair value of the Registered Notes was determined based upon Level 2 inputs including indicative prices based upon observable market data. The difference between the fair value and the carrying amounts of the Registered Notes may be attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing.
Short-term Borrowings
As of September 27, 2024, certain of the Company’s businesses were in a cash overdraft position, and such overdrafts are included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Additionally, the Company has other short-term borrowing arrangements with various banks to facilitate short-term cash flow requirements in certain countries also included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Given the nature of the short-term borrowings, the carrying value approximates fair value as of September 27, 2024.
v3.24.3
Accumulated Other Comprehensive Income
 9 Months Ended
Sep. 27, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Income ACCUMULATED OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
The changes in Accumulated other comprehensive income by component are summarized below:
($ in millions)Foreign Currency Translation Adjustments
Other Adjustments (b)
Total
For the Three Months Ended September 27, 2024:
Balance, June 28, 2024$79.5 $(1.5)$78.0 
Other comprehensive income before reclassifications, net of income taxes29.1 — 29.1 
Amounts reclassified from accumulated other comprehensive income:
Increase— 0.1 
(a)
0.1 
Income tax impact— (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive income, net of income taxes— — — 
Net current period other comprehensive income, net of income taxes29.1 — 29.1 
Balance, September 27, 2024$108.6 $(1.5)$107.1 
For the Three Months Ended September 29, 2023:
Balance, June 30, 2023$95.7 $(1.6)$94.1 
Other comprehensive loss before reclassifications, net of income taxes(22.1)— (22.1)
Net current period other comprehensive loss, net of income taxes(22.1)— (22.1)
Balance, September 29, 2023$73.6 $(1.6)$72.0 
(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost.
(b) Includes balances relating to defined benefit plans and supplemental executive retirement plans.
($ in millions)Foreign Currency Translation Adjustments
Other Adjustments (b)
Total
For the Nine Months Ended September 27, 2024:
Balance, December 31, 2023$106.5 $(1.6)$104.9 
Other comprehensive income before reclassifications, net of income taxes1.1 — 1.1 
Amounts reclassified from accumulated other comprehensive income:
Sale of business1.0 
(c)
— 1.0 
Increase— 0.2 
(a)
0.2 
Income tax impact— (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive income, net of income taxes1.0 0.1 1.1 
Net current period other comprehensive income, net of income taxes2.1 0.1 2.2 
Balance, September 27, 2024$108.6 $(1.5)$107.1 
For the Nine Months Ended September 29, 2023:
Balance, December 31, 2022$107.8 $(1.7)$106.1 
Other comprehensive loss before reclassifications, net of income taxes(34.5)— (34.5)
Amounts reclassified from accumulated other comprehensive income:
Sale of business0.3 
(c)
— 0.3 
Increase— 0.1 
(a)
0.1 
Amounts reclassified from accumulated other comprehensive income, net of income taxes0.3 0.1 0.4 
Net current period other comprehensive (loss) income, net of income taxes(34.2)0.1 (34.1)
Balance, September 29, 2023$73.6 $(1.6)$72.0 
(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost.
(b) Includes balances relating to defined benefit plans and supplemental executive retirement plans.
(c) Reclassified to Gain on sale of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income.
v3.24.3
Sales
 9 Months Ended
Sep. 27, 2024
Revenue from Contract with Customer [Abstract]  
Sales SALES
Contract Assets
In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $8.4 million and $6.8 million as of September 27, 2024 and December 31, 2023, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Condensed Balance Sheets.
Contract Costs
The Company incurs direct incremental costs to obtain and fulfill certain contracts, typically costs associated with assets used by our customers in certain sales arrangements and sales-related commissions. As of September 27, 2024 and December 31, 2023, the Company had $105.9 million and $90.9 million, respectively, in revenue-related capitalized contract costs primarily related to assets used by the Company’s customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Condensed Balance Sheets.
Contract Liabilities
The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, post contract support (“PCS”) and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Condensed Balance Sheets.
The Company’s contract liabilities consisted of the following:
($ in millions)September 27, 2024December 31, 2023
Deferred revenue, current$122.7 $132.4 
Deferred revenue, noncurrent59.3 53.6 
Total contract liabilities$182.0 $186.0 
During the three and nine months ended September 27, 2024, the Company recognized $15.6 million and $92.1 million of revenue related to the Company’s contract liabilities at December 31, 2023, respectively. The change in contract liabilities from December 31, 2023 to September 27, 2024 was primarily due to the timing of cash receipts and sales of PCS and extended warranty services.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to performance obligations which are unsatisfied as of the end of the period. The Company has excluded performance obligations with an original expected duration of one year or less and amounts for variable consideration allocated to wholly-unsatisfied performance obligations. Remaining performance obligations as of September 27, 2024 were $480.6 million, the majority of which are related to software-as-a-service and extended warranty and service contracts. The Company expects approximately 65 percent of the remaining performance obligations will be fulfilled within the next two years, 80 percent within the next three years, and 90 percent within four years.
Disaggregation of Revenue
Revenue from contracts with customers is disaggregated by sales of products and services and geographic location for each of our reportable segments, as it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Disaggregation of revenue was as follows for the three months ended September 27, 2024:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsEliminationsTotal
Sales:
Sales of products$207.6 $151.5 $313.3 $— $672.4 
Sales of services40.4 0.6 36.6 — 77.6 
Intersegment sales9.4 — — (9.4)— 
Total$257.4 $152.1 $349.9 $(9.4)$750.0 
Geographic:
North America (a)
$165.9 $152.1 $222.9 $— $540.9 
Western Europe25.4 — 39.4 — 64.8 
High growth markets36.7 — 73.0 — 109.7 
Rest of world20.0 — 14.6 — 34.6 
Intersegment sales9.4 — — (9.4)— 
Total$257.4 $152.1 $349.9 $(9.4)$750.0 
(a) Includes total sales in the United States of $510.0 million.
Disaggregation of revenue was as follows for the three months ended September 29, 2023:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherTotal
Sales:
Sales of products$215.3 $159.5 $290.9 $20.1 $685.8 
Sales of services32.4 0.7 40.7 5.8 79.6 
Total$247.7 $160.2 $331.6 $25.9 $765.4 
Geographic:
North America (a)
$173.8 $160.2 $205.8 $25.6 $565.4 
Western Europe22.1 — 38.6 — 60.7 
High growth markets32.2 — 74.0 0.3 106.5 
Rest of world19.6 — 13.2 — 32.8 
Total$247.7 $160.2 $331.6 $25.9 $765.4 
(a) Includes total sales in the United States of $543.1 million.
Disaggregation of revenue was as follows for the nine months ended September 27, 2024:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherEliminationsTotal
Sales:
Sales of products$610.3 $483.5 $884.7 $0.9 $— $1,979.4 
Sales of services113.2 1.8 107.4 0.4 — 222.8 
Intersegment sales14.2 — — — (14.2)— 
Total$737.7 $485.3 $992.1 $1.3 $(14.2)$2,202.2 
Geographic:
North America (a)
$483.8 $485.3 $625.6 $1.3 $— $1,596.0 
Western Europe67.3 — 117.0 — — 184.3 
High growth markets113.2 — 210.2 — — 323.4 
Rest of world59.2 — 39.3 — — 98.5 
Intersegment sales14.2 — — — (14.2)— 
Total$737.7 $485.3 $992.1 $1.3 $(14.2)$2,202.2 
(a) Includes total sales in the United States of $1,525.4 million.
Disaggregation of revenue was as follows for the nine months ended September 29, 2023:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherTotal
Sales:
Sales of products$637.6 $498.2 $859.0 $69.9 $2,064.7 
Sales of services94.8 1.8 125.7 19.2 241.5 
Total$732.4 $500.0 $984.7 $89.1 $2,306.2 
Geographic:
North America (a)
$508.8 $500.0 $611.2 $87.8 $1,707.8 
Western Europe66.1 — 121.7 — 187.8 
High growth markets97.8 — 210.5 1.3 309.6 
Rest of world59.7 — 41.3 — 101.0 
Total$732.4 $500.0 $984.7 $89.1 $2,306.2 
(a) Includes total sales in the United States of $1,613.4 million.
v3.24.3
Income Taxes
 9 Months Ended
Sep. 27, 2024
Income Tax Disclosure [Abstract]  
Income Taxes INCOME TAXES
The Company’s effective tax rate for the three and nine months ended September 27, 2024 was 18.3% and 18.6%, respectively, as compared to 24.4% and 24.6% for the three and nine months ended September 29, 2023, respectively. The decrease in the effective tax rate for the three months ended September 27, 2024 as compared to the comparable period in the prior year was primarily due to a favorable change in uncertain tax position reserves during the three months ended September 27, 2024. The decrease in the effective tax rate for the nine months ended September 27, 2024 as compared to the comparable period in the prior year was primarily due to the favorable tax impacts of the divestiture of the Coats business and a favorable change in uncertain tax position reserves during the nine months ended September 27, 2024 and the unfavorable tax impacts of the divestiture of the Global Traffic Technologies business during the nine months ended September 29, 2023.
The Company’s effective tax rate for the three and nine months ended September 27, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes, tax credits, changes in uncertain tax position reserves and the impact of the divestiture of the Coats business. The Company’s effective tax rate for the three and nine months ended September 29, 2023 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes and foreign taxable earnings at a rate different from the U.S. federal statutory rate
v3.24.3
Segment Information
 9 Months Ended
Sep. 27, 2024
Segment Reporting [Abstract]  
Segment Information SEGMENT INFORMATION
Segment operating profit is used as a performance metric by the chief operating decision maker (“CODM”) in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including stock-based compensation expense, amortization of acquisition-related intangible assets, restructuring costs, transaction- and deal-related costs, and other costs not indicative of the segment’s core operating performance. As part of the CODM’s assessment of the Repair Solutions segment, a capital charge based on the segment’s financing receivables portfolio is assessed by Corporate (the “Repair Solutions Capital Charge”). The unallocated corporate and other operating costs are presented in Corporate & other unallocated costs in the reconciliation to earnings before income taxes below.
Intersegment sales primarily result from solutions developed by the Mobility Technologies segment that are integrated into products sold by the Environmental & Fueling Solutions segment. Intersegment sales are recorded at cost plus a margin which is intended to reflect the contribution made by the Mobility Technologies segment. Segment operating profit includes the operating profit from intersegment sales. Intersegment sales for the three and nine months ended September 29, 2023 are not significant and have been eliminated in the segments’ results.
The Company’s CODM does not review any information regarding total assets on a segment basis.
Segment results for the periods indicated were as follows:
Three Months EndedNine Months Ended
($ in millions)September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Sales:
Mobility Technologies(a)
$257.4 $247.7 $737.7 $732.4 
Repair Solutions(b)
152.1 160.2 485.3 500.0 
Environmental & Fueling Solutions349.9 331.6 992.1 984.7 
Other— 25.9 1.3 89.1 
Intersegment eliminations(9.4)— (14.2)— 
Total$750.0 $765.4 $2,202.2 $2,306.2 
Segment operating profit:
Mobility Technologies$46.6 $51.4 $135.4 $144.0 
Repair Solutions(c)
32.6 43.3 109.4 132.2 
Environmental & Fueling Solutions103.0 95.7 289.6 271.6 
Other— 2.2 (0.4)8.2 
Segment operating profit182.2 192.6 534.0 556.0 
Corporate & other unallocated costs(c)(d)
(50.7)(50.0)(146.3)(159.0)
Operating profit131.5 142.6 387.7 397.0 
Interest expense, net(18.9)(22.8)(56.2)(70.7)
Gain on sale of business— 0.3 37.2 34.4 
Other non-operating expense, net(0.3)(0.2)(1.6)(1.6)
Earnings before income taxes$112.3 $119.9 $367.1 $359.1 
Depreciation expense:
Mobility Technologies$9.2 $8.3 $25.6 $21.2 
Repair Solutions0.7 0.5 1.9 1.4 
Environmental & Fueling Solutions1.8 1.9 5.8 9.3 
Other— — — — 
Corporate0.3 0.3 1.2 0.8 
Total$12.0 $11.0 $34.5 $32.7 
(a) Includes intersegment sales of $9.4 million and $14.2 million for the three and nine months ended September 27, 2024, respectively.
(b) Includes interest income related to financing receivables of $19.2 million, $19.7 million, $57.7 million and $58.5 million for the three and nine months ended September 27, 2024 and September 29, 2023, respectively.
(c) Includes the Repair Solutions Capital Charge of $11.1 million, $10.5 million, $32.9 million and $31.0 million for the three and nine months ended September 27, 2024 and September 29, 2023, respectively.
(d) Includes amortization of acquisition-related intangible assets.
v3.24.3
Litigation and Contingencies
 9 Months Ended
Sep. 27, 2024
Commitments and Contingencies Disclosure [Abstract]  
Litigation and Contingencies LITIGATION AND CONTINGENCIES
Warranty
Estimated warranty costs are generally accrued at the time of sale. In general, manufactured products are warrantied against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances, estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.
The following is a rollforward of the accrued warranty liability:
($ in millions)
Balance, December 31, 2023$43.0 
Accruals for warranties issued during the period26.9 
Settlements made(30.6)
Balance, September 27, 2024$39.3 
Litigation and Other Contingencies

The Company is involved in legal proceedings from time to time in the ordinary course of its business. Although the outcome of such matters is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.

In accordance with accounting guidance, the Company records a liability in the Consolidated Condensed Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible and a loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed.

Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of:

($ in millions)ClassificationSeptember 27, 2024December 31, 2023
Gross liabilities
Current
Accrued expenses and other current liabilities
$19.5 $17.8 
Long-term
Other long-term liabilities
79.0 76.5 
Total98.5 94.3 
Projected insurance recoveries
Current
Prepaid expenses and other current assets
13.0 12.7 
Long-term
Other assets
46.8 43.9 
Total$59.8 $56.6 

Guarantees

As of September 27, 2024 and December 31, 2023, the Company had guarantees consisting primarily of outstanding standby letters of credit, bank guarantees, and performance and bid bonds of approximately $80.8 million and $79.2 million, respectively. These guarantees have been provided in connection with certain arrangements with vendors, customers, financing counterparties, and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions.
v3.24.3
Fair Value Measurements
 9 Months Ended
Sep. 27, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements FAIR VALUE MEASUREMENTS
Below is a summary of financial assets and liabilities that are measured at fair value on a recurring basis as of:
($ in millions)Quoted Prices
in Active
Markets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Total
September 27, 2024
Contingent consideration liabilities$— $— $3.2 $3.2 
December 31, 2023
Contingent consideration liabilities— — 9.3 9.3 
Contingent Consideration
The fair value of the contingent consideration liabilities relates to payments to previous owners of acquired companies contingent on the achievement of certain revenue targets. The Company records a liability for contingent consideration in the purchase price for acquisitions at fair value on the acquisition date, and remeasures the liability at each reporting date, based on the Company’s estimate of the expected probability of achievement of the contingency targets. This estimate is based on significant unobservable inputs and represents a Level 3 measurement within the fair value hierarchy.
Nonrecurring Fair Value Measurements
Certain assets and liabilities are carried on the accompanying Consolidated Condensed Balance Sheets at cost and are not remeasured to fair value on a recurring basis. These assets include finite-lived intangible assets, which are tested for impairment when a triggering event occurs, and goodwill and identifiable indefinite-lived intangible assets, which are tested for impairment at least annually as of the first day of the fourth quarter or more frequently if events and circumstances indicate that the asset may not be recoverable.
As of September 27, 2024, assets carried on the balance sheet and not remeasured to fair value on a recurring basis included $1.7 billion of goodwill and $508.6 million of identifiable intangible assets, net.
v3.24.3
Capital Stock and Earnings Per Share
 9 Months Ended
Sep. 27, 2024
Equity [Abstract]  
Capital Stock and Earnings Per Share CAPITAL STOCK AND EARNINGS PER SHARE
Earnings Per Share

Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by adjusting weighted average common shares outstanding for the dilutive effect of the assumed issuance of shares under stock-based compensation plans, determined using the treasury-stock method, except where the inclusion of such shares would have an anti-dilutive impact.

Information related to the calculation of net earnings per share of common stock is summarized as follows:
Three Months EndedNine Months Ended
(in millions, except per share amounts)September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Numerator:
Net earnings$91.8 $90.6 $298.7 $270.7 
Denominator:
Basic weighted average common shares outstanding152.4 154.8 153.8 155.3 
Effect of dilutive stock options and RSUs0.8 1.0 0.9 0.8 
Diluted weighted average common shares outstanding153.2 155.8 154.7 156.1 
Earnings per share:
Basic$0.60 $0.59 $1.94 $1.74 
Diluted$0.60 $0.58 $1.93 $1.73 
Anti-dilutive shares0.4 1.7 0.6 2.3 
Share Repurchase Program

On May 24, 2022, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021, bringing the total amount authorized for future share repurchases to $500.0 million. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.

During the three months ended September 27, 2024, the Company entered into an accelerated share repurchase (“ASR”) agreement with a third-party institution, whereupon the Company made a prepayment of $100.0 million. The ASR agreement settled during the three months ended September 27, 2024. The Company received 3.0 million of the Company’s shares at an average price per share of $33.84 under the ASR.

During the three months ended September 27, 2024, the Company also repurchased 0.1 million of the Company’s shares through open market transactions for $4.8 million, at an average price per share of $36.22. During the nine months ended September 27, 2024, the Company repurchased 1.6 million of the Company’s shares through open market transactions for $64.6 million, at an average price per share of $38.07.
As of September 27, 2024, the Company has remaining authorization to repurchase $189.8 million of its common stock under the share repurchase program.
v3.24.3
Divestitures
 9 Months Ended
Sep. 27, 2024
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract]  
Divestitures DIVESTITURES
On January 8, 2024, the Company completed the sale of Coats for $72.4 million. As a result of the transaction, the Company recognized a gain of $37.2 million during the nine months ended September 27, 2024, which is presented in Gain on sale of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income. There is a transition services agreement (the “TSA”) in place between the Company and Coats which sets forth the terms and conditions pursuant to which the Company will provide certain services to Coats. Receipts related to the TSA were insignificant for the three and nine months ended September 27, 2024. The operations of Coats did not meet the criteria to be presented as discontinued operations.
v3.24.3
Subsequent Event
 9 Months Ended
Sep. 27, 2024
Subsequent Events [Abstract]  
Subsequent Event SUBSEQUENT EVENTS
In October 2024, the Company repurchased 0.7 million of the Company’s shares through open market transactions for $23.6 million.
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 27, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Business Overview and Basis of Presentation (Policies)
 9 Months Ended
Sep. 27, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Unaudited Interim Financial Information
Basis of Presentation and Unaudited Interim Financial Information
The accompanying Consolidated Condensed Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are unaudited.
The interim Consolidated Condensed Financial Statements include the accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated Condensed Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of operations, therefore, net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated Condensed Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented.
In the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Consolidated Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”).
Foreign Currency Translation and Transactions
Foreign Currency Translation and Transactions
Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the periods presented.
Reclassifications
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards Not Yet Adopted
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company’s annual financial statements for the year ended December 31, 2025, with early adoption permitted. Prospective application is required, with retrospective application permitted. The Company is currently assessing the impact ASU 2023-09 will have on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances segment disclosures primarily by requiring disclosure of significant segment expenses. ASU 2023-07 is effective for the Company’s annual financial statements for the year ended December 31, 2024, and for its interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2025, with early adoption permitted. Retrospective application is required. Adoption of the ASU will expand the Company’s segment disclosures, and will have no impact on its results of operations, cash flows or financial condition.
Sales
Contract Assets
In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $8.4 million and $6.8 million as of September 27, 2024 and December 31, 2023, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Condensed Balance Sheets.
Contract Costs
The Company incurs direct incremental costs to obtain and fulfill certain contracts, typically costs associated with assets used by our customers in certain sales arrangements and sales-related commissions. As of September 27, 2024 and December 31, 2023, the Company had $105.9 million and $90.9 million, respectively, in revenue-related capitalized contract costs primarily related to assets used by the Company’s customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Condensed Balance Sheets.
Contract Liabilities
The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, post contract support (“PCS”) and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Condensed Balance Sheets.
Fair Value Measurements
The fair value of the contingent consideration liabilities relates to payments to previous owners of acquired companies contingent on the achievement of certain revenue targets. The Company records a liability for contingent consideration in the purchase price for acquisitions at fair value on the acquisition date, and remeasures the liability at each reporting date, based on the Company’s estimate of the expected probability of achievement of the contingency targets. This estimate is based on significant unobservable inputs and represents a Level 3 measurement within the fair value hierarchy.
v3.24.3
Financing and Trade Receivables (Tables)
 9 Months Ended
Sep. 27, 2024
Credit Loss [Abstract]  
Schedule of Accounts, Notes, Loans and Financing Receivable
The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets were as follows:
($ in millions)September 27, 2024December 31, 2023
Gross current financing receivables:
PSAs$98.0 $100.7 
Franchisee Notes25.1 23.1 
Current financing receivables, gross$123.1 $123.8 
Allowance for credit losses:
PSAs$12.8 $12.8 
Franchisee Notes8.0 7.3 
Total allowance for credit losses$20.8 $20.1 
Net current financing receivables:
PSAs, net$85.2 $87.9 
Franchisee Notes, net17.1 15.8 
Total current financing receivables, net$102.3 $103.7 
The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows:

($ in millions)September 27, 2024December 31, 2023
Gross long-term financing receivables:
PSAs$257.7 $245.7 
Franchisee Notes62.4 64.2 
Long-term financing receivables, gross$320.1 $309.9 
Allowance for credit losses:
PSAs$26.7 $28.7 
Franchisee Notes5.0 5.0 
Total allowance for credit losses$31.7 $33.7 
Net long-term financing receivables:
PSAs, net$231.0 $217.0 
Franchisee Notes, net57.4 59.2 
Total long-term financing receivables, net$288.4 $276.2 
Financing Receivable Credit Quality Indicators The amortized cost basis and current period gross write-offs of PSAs and Franchisee Notes by origination year as of and for the nine months ended September 27, 2024, is as follows:
($ in millions)20242023202220212020PriorTotal
PSAs
Credit Score:
Less than 400$8.4 $8.9 $3.9 $1.9 $0.7 $— $23.8 
400-59923.6 16.9 7.8 3.4 1.3 0.3 53.3 
600-79947.4 35.4 15.9 8.2 2.8 0.4 110.1 
800+78.6 52.9 23.8 9.7 3.1 0.4 168.5 
Total PSAs$158.0 $114.1 $51.4 $23.2 $7.9 $1.1 $355.7 
Franchisee Notes
Active distributors$23.4 $17.6 $10.7 $8.7 $4.1 $6.0 $70.5 
Separated distributors0.2 1.7 3.9 3.7 1.6 5.9 17.0 
Total Franchisee Notes$23.6 $19.3 $14.6 $12.4 $5.7 $11.9 $87.5 
Current Period Gross Write-offs
PSAs$0.7 $13.4 $9.2 $4.6 $2.2 $1.1 $31.2 
Franchisee Notes— 0.1 0.5 1.4 1.3 2.2 5.5 
Total current period gross write-offs$0.7 $13.5 $9.7 $6.0 $3.5 $3.3 $36.7 
Financing Receivable, Past Due
PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of:
($ in millions)30-59 days past due60-90 days past dueGreater than 90 days past dueTotal past dueTotal not considered past dueTotalGreater than 90 days past due and accruing interest
September 27, 2024$3.4 $1.8 $7.2 $12.4 $343.3 $355.7 $7.2 
December 31, 20233.7 1.9 7.2 12.8 333.6 346.4 7.2 
Financing Receivable, Allowance for Credit Loss
The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of:
September 27, 2024
($ in millions)PSAsFranchisee NotesTotal
Allowance for credit losses, beginning of year$41.5 $12.3 $53.8 
Provision for credit losses27.9 6.2 34.1 
Write-offs(31.2)(5.5)(36.7)
Recoveries of amounts previously charged off1.3 — 1.3 
Allowance for credit losses, end of period$39.5 $13.0 $52.5 
Accounts Receivable, Allowance for Credit Loss
The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables, excluding financing receivables, and the Company’s trade accounts receivable cost basis as of:

($ in millions)September 27, 2024
Cost basis of trade accounts receivable$446.7 
Allowance for credit losses balance, beginning of year15.6 
Provision for credit losses4.6 
Write-offs(2.6)
Allowance for credit losses balance, end of period17.6 
Net trade accounts receivable balance$429.1 
v3.24.3
Inventories (Tables)
 9 Months Ended
Sep. 27, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current
The classes of inventory as of September 27, 2024 and December 31, 2023 are summarized as follows:
($ in millions)September 27, 2024December 31, 2023
Finished goods$149.8 $132.8 
Work in process20.7 20.1 
Raw materials162.5 143.7 
Total$333.0 $296.6 
v3.24.3
Financing (Tables)
 9 Months Ended
Sep. 27, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The Company had the following debt outstanding as of:
($ in millions)September 27, 2024December 31, 2023
Short-term borrowings:
Short-term borrowings and bank overdrafts$5.4 $6.6 
Long-term debt:
Three-Year Term Loans due 2024$— $100.0 
Three-Year Term Loans due 2025600.0 600.0 
1.800% senior unsecured notes due 2026
500.0 500.0 
2.400% senior unsecured notes due 2028
500.0 500.0 
2.950% senior unsecured notes due 2031
600.0 600.0 
Revolving Credit Facility due 2026— — 
Total long-term debt2,200.0 2,300.0 
Less: current portion of long-term debt— (100.0)
Less: discounts and debt issuance costs(8.9)(11.0)
Total long-term debt, net$2,191.1 $2,189.0 
v3.24.3
Accumulated Other Comprehensive Income (Tables)
 9 Months Ended
Sep. 27, 2024
Equity [Abstract]  
Reclassification of Accumulated Other Comprehensive Income
The changes in Accumulated other comprehensive income by component are summarized below:
($ in millions)Foreign Currency Translation Adjustments
Other Adjustments (b)
Total
For the Three Months Ended September 27, 2024:
Balance, June 28, 2024$79.5 $(1.5)$78.0 
Other comprehensive income before reclassifications, net of income taxes29.1 — 29.1 
Amounts reclassified from accumulated other comprehensive income:
Increase— 0.1 
(a)
0.1 
Income tax impact— (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive income, net of income taxes— — — 
Net current period other comprehensive income, net of income taxes29.1 — 29.1 
Balance, September 27, 2024$108.6 $(1.5)$107.1 
For the Three Months Ended September 29, 2023:
Balance, June 30, 2023$95.7 $(1.6)$94.1 
Other comprehensive loss before reclassifications, net of income taxes(22.1)— (22.1)
Net current period other comprehensive loss, net of income taxes(22.1)— (22.1)
Balance, September 29, 2023$73.6 $(1.6)$72.0 
(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost.
(b) Includes balances relating to defined benefit plans and supplemental executive retirement plans.
($ in millions)Foreign Currency Translation Adjustments
Other Adjustments (b)
Total
For the Nine Months Ended September 27, 2024:
Balance, December 31, 2023$106.5 $(1.6)$104.9 
Other comprehensive income before reclassifications, net of income taxes1.1 — 1.1 
Amounts reclassified from accumulated other comprehensive income:
Sale of business1.0 
(c)
— 1.0 
Increase— 0.2 
(a)
0.2 
Income tax impact— (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive income, net of income taxes1.0 0.1 1.1 
Net current period other comprehensive income, net of income taxes2.1 0.1 2.2 
Balance, September 27, 2024$108.6 $(1.5)$107.1 
For the Nine Months Ended September 29, 2023:
Balance, December 31, 2022$107.8 $(1.7)$106.1 
Other comprehensive loss before reclassifications, net of income taxes(34.5)— (34.5)
Amounts reclassified from accumulated other comprehensive income:
Sale of business0.3 
(c)
— 0.3 
Increase— 0.1 
(a)
0.1 
Amounts reclassified from accumulated other comprehensive income, net of income taxes0.3 0.1 0.4 
Net current period other comprehensive (loss) income, net of income taxes(34.2)0.1 (34.1)
Balance, September 29, 2023$73.6 $(1.6)$72.0 
(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost.
(b) Includes balances relating to defined benefit plans and supplemental executive retirement plans.
(c) Reclassified to Gain on sale of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income.
v3.24.3
Sales (Tables)
 9 Months Ended
Sep. 27, 2024
Revenue from Contract with Customer [Abstract]  
Contract liabilities
The Company’s contract liabilities consisted of the following:
($ in millions)September 27, 2024December 31, 2023
Deferred revenue, current$122.7 $132.4 
Deferred revenue, noncurrent59.3 53.6 
Total contract liabilities$182.0 $186.0 
Disaggregation of revenue
Disaggregation of revenue was as follows for the three months ended September 27, 2024:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsEliminationsTotal
Sales:
Sales of products$207.6 $151.5 $313.3 $— $672.4 
Sales of services40.4 0.6 36.6 — 77.6 
Intersegment sales9.4 — — (9.4)— 
Total$257.4 $152.1 $349.9 $(9.4)$750.0 
Geographic:
North America (a)
$165.9 $152.1 $222.9 $— $540.9 
Western Europe25.4 — 39.4 — 64.8 
High growth markets36.7 — 73.0 — 109.7 
Rest of world20.0 — 14.6 — 34.6 
Intersegment sales9.4 — — (9.4)— 
Total$257.4 $152.1 $349.9 $(9.4)$750.0 
(a) Includes total sales in the United States of $510.0 million.
Disaggregation of revenue was as follows for the three months ended September 29, 2023:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherTotal
Sales:
Sales of products$215.3 $159.5 $290.9 $20.1 $685.8 
Sales of services32.4 0.7 40.7 5.8 79.6 
Total$247.7 $160.2 $331.6 $25.9 $765.4 
Geographic:
North America (a)
$173.8 $160.2 $205.8 $25.6 $565.4 
Western Europe22.1 — 38.6 — 60.7 
High growth markets32.2 — 74.0 0.3 106.5 
Rest of world19.6 — 13.2 — 32.8 
Total$247.7 $160.2 $331.6 $25.9 $765.4 
(a) Includes total sales in the United States of $543.1 million.
Disaggregation of revenue was as follows for the nine months ended September 27, 2024:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherEliminationsTotal
Sales:
Sales of products$610.3 $483.5 $884.7 $0.9 $— $1,979.4 
Sales of services113.2 1.8 107.4 0.4 — 222.8 
Intersegment sales14.2 — — — (14.2)— 
Total$737.7 $485.3 $992.1 $1.3 $(14.2)$2,202.2 
Geographic:
North America (a)
$483.8 $485.3 $625.6 $1.3 $— $1,596.0 
Western Europe67.3 — 117.0 — — 184.3 
High growth markets113.2 — 210.2 — — 323.4 
Rest of world59.2 — 39.3 — — 98.5 
Intersegment sales14.2 — — — (14.2)— 
Total$737.7 $485.3 $992.1 $1.3 $(14.2)$2,202.2 
(a) Includes total sales in the United States of $1,525.4 million.
Disaggregation of revenue was as follows for the nine months ended September 29, 2023:
($ in millions)Mobility TechnologiesRepair SolutionsEnvironmental & Fueling SolutionsOtherTotal
Sales:
Sales of products$637.6 $498.2 $859.0 $69.9 $2,064.7 
Sales of services94.8 1.8 125.7 19.2 241.5 
Total$732.4 $500.0 $984.7 $89.1 $2,306.2 
Geographic:
North America (a)
$508.8 $500.0 $611.2 $87.8 $1,707.8 
Western Europe66.1 — 121.7 — 187.8 
High growth markets97.8 — 210.5 1.3 309.6 
Rest of world59.7 — 41.3 — 101.0 
Total$732.4 $500.0 $984.7 $89.1 $2,306.2 
(a) Includes total sales in the United States of $1,613.4 million.
v3.24.3
Segment Information (Tables)
 9 Months Ended
Sep. 27, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
Segment results for the periods indicated were as follows:
Three Months EndedNine Months Ended
($ in millions)September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Sales:
Mobility Technologies(a)
$257.4 $247.7 $737.7 $732.4 
Repair Solutions(b)
152.1 160.2 485.3 500.0 
Environmental & Fueling Solutions349.9 331.6 992.1 984.7 
Other— 25.9 1.3 89.1 
Intersegment eliminations(9.4)— (14.2)— 
Total$750.0 $765.4 $2,202.2 $2,306.2 
Segment operating profit:
Mobility Technologies$46.6 $51.4 $135.4 $144.0 
Repair Solutions(c)
32.6 43.3 109.4 132.2 
Environmental & Fueling Solutions103.0 95.7 289.6 271.6 
Other— 2.2 (0.4)8.2 
Segment operating profit182.2 192.6 534.0 556.0 
Corporate & other unallocated costs(c)(d)
(50.7)(50.0)(146.3)(159.0)
Operating profit131.5 142.6 387.7 397.0 
Interest expense, net(18.9)(22.8)(56.2)(70.7)
Gain on sale of business— 0.3 37.2 34.4 
Other non-operating expense, net(0.3)(0.2)(1.6)(1.6)
Earnings before income taxes$112.3 $119.9 $367.1 $359.1 
Depreciation expense:
Mobility Technologies$9.2 $8.3 $25.6 $21.2 
Repair Solutions0.7 0.5 1.9 1.4 
Environmental & Fueling Solutions1.8 1.9 5.8 9.3 
Other— — — — 
Corporate0.3 0.3 1.2 0.8 
Total$12.0 $11.0 $34.5 $32.7 
(a) Includes intersegment sales of $9.4 million and $14.2 million for the three and nine months ended September 27, 2024, respectively.
(b) Includes interest income related to financing receivables of $19.2 million, $19.7 million, $57.7 million and $58.5 million for the three and nine months ended September 27, 2024 and September 29, 2023, respectively.
(c) Includes the Repair Solutions Capital Charge of $11.1 million, $10.5 million, $32.9 million and $31.0 million for the three and nine months ended September 27, 2024 and September 29, 2023, respectively.
(d) Includes amortization of acquisition-related intangible assets.
v3.24.3
Litigation and Contingencies (Tables)
 9 Months Ended
Sep. 27, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Accrued Warranty Liability
The following is a rollforward of the accrued warranty liability:
($ in millions)
Balance, December 31, 2023$43.0 
Accruals for warranties issued during the period26.9 
Settlements made(30.6)
Balance, September 27, 2024$39.3 
Schedule of Other Assets, Noncurrent
Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of:

($ in millions)ClassificationSeptember 27, 2024December 31, 2023
Gross liabilities
Current
Accrued expenses and other current liabilities
$19.5 $17.8 
Long-term
Other long-term liabilities
79.0 76.5 
Total98.5 94.3 
Projected insurance recoveries
Current
Prepaid expenses and other current assets
13.0 12.7 
Long-term
Other assets
46.8 43.9 
Total$59.8 $56.6 
v3.24.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 27, 2024
Fair Value Disclosures [Abstract]  
Fair Value, Liabilities Measured on Recurring Basis
Below is a summary of financial assets and liabilities that are measured at fair value on a recurring basis as of:
($ in millions)Quoted Prices
in Active
Markets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Total
September 27, 2024
Contingent consideration liabilities$— $— $3.2 $3.2 
December 31, 2023
Contingent consideration liabilities— — 9.3 9.3 
v3.24.3
Capital Stock and Earnings Per Share (Tables)
 9 Months Ended
Sep. 27, 2024
Equity [Abstract]  
Schedule of Earnings Per Share
Information related to the calculation of net earnings per share of common stock is summarized as follows:
Three Months EndedNine Months Ended
(in millions, except per share amounts)September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Numerator:
Net earnings$91.8 $90.6 $298.7 $270.7 
Denominator:
Basic weighted average common shares outstanding152.4 154.8 153.8 155.3 
Effect of dilutive stock options and RSUs0.8 1.0 0.9 0.8 
Diluted weighted average common shares outstanding153.2 155.8 154.7 156.1 
Earnings per share:
Basic$0.60 $0.59 $1.94 $1.74 
Diluted$0.60 $0.58 $1.93 $1.73 
Anti-dilutive shares0.4 1.7 0.6 2.3 
v3.24.3
Business Overview and Basis of Presentation (Details)
 9 Months Ended
Sep. 27, 2024
Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of reportable segments 3
Number of operating segments 3
v3.24.3
Financing and Trade Receivables - Narrative (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 27, 2024
Dec. 31, 2023
Financing Receivable, Allowance for Credit Loss [Line Items]    
Net unamortized purchase premium (discount) on financing receivable $ (18.6) $ (17.6)
Period after due date considered past due 21 days  
PSAs    
Financing Receivable, Allowance for Credit Loss [Line Items]    
Financing receivable, period for uncollectible status 180 days  
PSAs | Maximum    
Financing Receivable, Allowance for Credit Loss [Line Items]    
Financing receivable, payment terms 5 years  
Franchisee Notes    
Financing Receivable, Allowance for Credit Loss [Line Items]    
Financing receivable, period for uncollectible status 1 year  
Franchisee Notes | Maximum    
Financing Receivable, Allowance for Credit Loss [Line Items]    
Financing receivable, payment terms 10 years  
v3.24.3
Financing and Trade Receivables - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Gross current financing receivables:    
Current financing receivables, gross $ 123.1 $ 123.8
Allowance for credit losses:    
Total allowance for credit losses 20.8 20.1
Net current financing receivables:    
Total current financing receivables, net 102.3 103.7
Gross long-term financing receivables:    
Long-term financing receivables, gross 320.1 309.9
Allowance for credit losses:    
Total allowance for credit losses 31.7 33.7
Net long-term financing receivables:    
Total long-term financing receivables, net 288.4 276.2
PSAs    
Gross current financing receivables:    
Current financing receivables, gross 98.0 100.7
Allowance for credit losses:    
Total allowance for credit losses 12.8 12.8
Net current financing receivables:    
Total current financing receivables, net 85.2 87.9
Gross long-term financing receivables:    
Long-term financing receivables, gross 257.7 245.7
Allowance for credit losses:    
Total allowance for credit losses 26.7 28.7
Net long-term financing receivables:    
Total long-term financing receivables, net 231.0 217.0
Franchisee Notes    
Gross current financing receivables:    
Current financing receivables, gross 25.1 23.1
Allowance for credit losses:    
Total allowance for credit losses 8.0 7.3
Net current financing receivables:    
Total current financing receivables, net 17.1 15.8
Gross long-term financing receivables:    
Long-term financing receivables, gross 62.4 64.2
Allowance for credit losses:    
Total allowance for credit losses 5.0 5.0
Net long-term financing receivables:    
Total long-term financing receivables, net $ 57.4 $ 59.2
v3.24.3
Financing and Trade Receivables - Financing Receivable Credit Quality Indicators (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 27, 2024
Dec. 31, 2023
Current Period Gross Write-offs    
2024 $ 0.7  
2023 13.5  
2022 9.7  
2021 6.0  
2020 3.5  
Prior 3.3  
Total 36.7  
PSAs    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 158.0  
2023 114.1  
2022 51.4  
2021 23.2  
2020 7.9  
Prior 1.1  
Total 355.7 $ 346.4
Current Period Gross Write-offs    
2024 0.7  
2023 13.4  
2022 9.2  
2021 4.6  
2020 2.2  
Prior 1.1  
Total 31.2  
PSAs | Less than 400    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 8.4  
2023 8.9  
2022 3.9  
2021 1.9  
2020 0.7  
Prior 0.0  
Total 23.8  
PSAs | 400-599    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 23.6  
2023 16.9  
2022 7.8  
2021 3.4  
2020 1.3  
Prior 0.3  
Total 53.3  
PSAs | 600-799    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 47.4  
2023 35.4  
2022 15.9  
2021 8.2  
2020 2.8  
Prior 0.4  
Total 110.1  
PSAs | 800+    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 78.6  
2023 52.9  
2022 23.8  
2021 9.7  
2020 3.1  
Prior 0.4  
Total 168.5  
Franchisee Notes    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 23.6  
2023 19.3  
2022 14.6  
2021 12.4  
2020 5.7  
Prior 11.9  
Total 87.5  
Current Period Gross Write-offs    
2024 0.0  
2023 0.1  
2022 0.5  
2021 1.4  
2020 1.3  
Prior 2.2  
Total 5.5  
Franchisee Notes | Active distributors    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 23.4  
2023 17.6  
2022 10.7  
2021 8.7  
2020 4.1  
Prior 6.0  
Total 70.5  
Franchisee Notes | Separated distributors    
Financing Receivable, Credit Quality Indicator [Line Items]    
2024 0.2  
2023 1.7  
2022 3.9  
2021 3.7  
2020 1.6  
Prior 5.9  
Total $ 17.0  
v3.24.3
Financing and Trade Receivables - Financing Receivable, Past Due (Details) - PSAs - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Financing Receivable, Past Due [Line Items]    
Total $ 355.7 $ 346.4
Greater than 90 days past due and accruing interest 7.2 7.2
30-59 days past due    
Financing Receivable, Past Due [Line Items]    
Total 3.4 3.7
60-90 days past due    
Financing Receivable, Past Due [Line Items]    
Total 1.8 1.9
Greater than 90 days past due    
Financing Receivable, Past Due [Line Items]    
Total 7.2 7.2
Total past due    
Financing Receivable, Past Due [Line Items]    
Total 12.4 12.8
Total not considered past due    
Financing Receivable, Past Due [Line Items]    
Total $ 343.3 $ 333.6
v3.24.3
Financing and Trade Receivables - Financing Receivable, Allowance for Credit Loss (Details)
$ in Millions
 9 Months Ended
Sep. 27, 2024
USD ($)
Financing Receivable, Allowance for Credit Loss [Roll Forward]  
Allowance for credit losses, beginning of year $ 53.8
Provision for credit losses 34.1
Write-offs (36.7)
Recoveries of amounts previously charged off 1.3
Allowance for credit losses, end of period 52.5
PSAs  
Financing Receivable, Allowance for Credit Loss [Roll Forward]  
Allowance for credit losses, beginning of year 41.5
Provision for credit losses 27.9
Write-offs (31.2)
Recoveries of amounts previously charged off 1.3
Allowance for credit losses, end of period 39.5
Franchisee Notes  
Financing Receivable, Allowance for Credit Loss [Roll Forward]  
Allowance for credit losses, beginning of year 12.3
Provision for credit losses 6.2
Write-offs (5.5)
Recoveries of amounts previously charged off 0.0
Allowance for credit losses, end of period $ 13.0
v3.24.3
Financing and Trade Receivables - Accounts Receivable, Allowance for Credit Loss (Details)
$ in Millions
 9 Months Ended
Sep. 27, 2024
USD ($)
Credit Loss [Abstract]  
Cost basis of trade accounts receivable $ 446.7
Accounts Receivable, Allowance for Credit Loss [Roll Forward]  
Beginning balance 15.6
Provision for credit losses 4.6
Write-offs (2.6)
Ending balance 17.6
Net trade accounts receivable balance $ 429.1
v3.24.3
Inventories - Schedule of Inventory, Current (Details) - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Finished goods $ 149.8 $ 132.8
Work in process 20.7 20.1
Raw materials 162.5 143.7
Total $ 333.0 $ 296.6
v3.24.3
Financing - Schedule of Debt (Details) - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total long-term debt $ 2,200.0 $ 2,300.0
Less: current portion of long-term debt 0.0 (100.0)
Less: discounts and debt issuance costs (8.9) (11.0)
Total long-term debt, net 2,191.1 2,189.0
Short-term borrowings and bank overdrafts    
Debt Instrument [Line Items]    
Short-term borrowings and bank overdrafts 5.4 6.6
Three-Year Term Loans due 2024    
Debt Instrument [Line Items]    
Total long-term debt 0.0 100.0
Three-Year Term Loans due 2025    
Debt Instrument [Line Items]    
Total long-term debt 600.0 600.0
1.800% senior unsecured notes due 2026    
Debt Instrument [Line Items]    
Total long-term debt 500.0 500.0
2.400% senior unsecured notes due 2028    
Debt Instrument [Line Items]    
Total long-term debt 500.0 500.0
2.950% senior unsecured notes due 2031    
Debt Instrument [Line Items]    
Total long-term debt 600.0 600.0
Revolving Credit Facility due 2026    
Debt Instrument [Line Items]    
Total long-term debt $ 0.0 $ 0.0
v3.24.3
Financing - Schedule of Debt - Footnotes (Details)
Sep. 27, 2024
1.800% senior unsecured notes due 2026  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 1.80%
2.400% senior unsecured notes due 2028  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 2.40%
2.950% senior unsecured notes due 2031  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 2.95%
v3.24.3
Financing - Narrative (Details)
 9 Months Ended
Sep. 27, 2024
USD ($)
Senior Notes | Significant Other Observable Inputs (Level 2)  
Debt Instrument [Line Items]  
Estimated fair value of notes $ 1,500,000,000
Revolving credit facility | Secured Overnight Financing Rate (SOFR)  
Debt Instrument [Line Items]  
Basis spread on variable rate 0.114%
Revolving credit facility | Line of Credit | Revolving Credit Facility due 2026  
Debt Instrument [Line Items]  
Outstanding borrowings $ 0
Line of credit facility, maximum borrowing capacity $ 750,000,000
Revolving credit facility | Line of Credit | Revolving Credit Facility due 2026 | Secured Overnight Financing Rate (SOFR)  
Debt Instrument [Line Items]  
Basis spread on variable rate 1.175%
Three-Year Term Loans due 2024  
Debt Instrument [Line Items]  
Debt term 3 years
Repayments of debt $ 100,000,000
Three-Year Term Loans due 2025  
Debt Instrument [Line Items]  
Debt term 3 years
Stated interest rate (as a percent) 6.60%
Three-Year Term Loans due 2025 | Secured Overnight Financing Rate (SOFR)  
Debt Instrument [Line Items]  
Basis spread on variable rate 0.10%
Three-Year Term Loans due 2025 | Secured Overnight Financing Rate, Ratings Based Margin  
Debt Instrument [Line Items]  
Basis spread on variable rate 1.25%
1.800% senior unsecured notes due 2026  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 1.80%
1.800% senior unsecured notes due 2026 | Senior Notes  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 1.80%
Aggregate principal amount of debt issued $ 500,000,000
2.400% senior unsecured notes due 2028  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 2.40%
2.400% senior unsecured notes due 2028 | Senior Notes  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 2.40%
Aggregate principal amount of debt issued $ 500,000,000
2.950% senior unsecured notes due 2031  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 2.95%
2.950% senior unsecured notes due 2031 | Senior Notes  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 2.95%
Aggregate principal amount of debt issued $ 600,000,000
v3.24.3
Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Jun. 28, 2024
Mar. 29, 2024
Sep. 29, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 27, 2024
Sep. 29, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance $ 1,024.3 $ 992.6 $ 895.6 $ 701.4 $ 640.0 $ 579.5 $ 895.6 $ 579.5
Other comprehensive income before reclassifications, net of income taxes 29.1     (22.1)     1.1 (34.5)
Amounts reclassified from accumulated other comprehensive income:                
Sale of business             1.0 0.3
Increase 0.1           0.2 0.1
Income tax impact (0.1)           (0.1)  
Amounts reclassified from accumulated other comprehensive income, net of income taxes 0.0           1.1 0.4
Net current period other comprehensive income, net of income taxes 29.1 (4.7) (22.2) (22.1) (8.3) (3.7) 2.2 (34.1)
Ending balance 1,043.4 1,024.3 992.6 765.0 701.4 640.0 1,043.4 765.0
Accumulated Other Comprehensive Income                
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance 78.0 82.7 104.9 94.1 102.4 106.1 104.9 106.1
Amounts reclassified from accumulated other comprehensive income:                
Net current period other comprehensive income, net of income taxes 29.1 (4.7) (22.2) (22.1) (8.3) (3.7)    
Ending balance 107.1 78.0 82.7 72.0 94.1 102.4 107.1 72.0
Foreign currency translation adjustments                
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance 79.5   106.5 95.7   107.8 106.5 107.8
Other comprehensive income before reclassifications, net of income taxes 29.1     (22.1)     1.1 (34.5)
Amounts reclassified from accumulated other comprehensive income:                
Sale of business             1.0 0.3
Increase 0.0           0.0 0.0
Income tax impact 0.0           0.0  
Amounts reclassified from accumulated other comprehensive income, net of income taxes 0.0           1.0 0.3
Net current period other comprehensive income, net of income taxes 29.1     (22.1)     2.1 (34.2)
Ending balance 108.6 79.5   73.6 95.7   108.6 73.6
Other adjustments                
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance (1.5)   $ (1.6) (1.6)   $ (1.7) (1.6) (1.7)
Other comprehensive income before reclassifications, net of income taxes 0.0     0.0     0.0 0.0
Amounts reclassified from accumulated other comprehensive income:                
Sale of business             0.0 0.0
Increase 0.1           0.2 0.1
Income tax impact (0.1)           (0.1)  
Amounts reclassified from accumulated other comprehensive income, net of income taxes 0.0           0.1 0.1
Net current period other comprehensive income, net of income taxes 0.0     0.0     0.1 0.1
Ending balance $ (1.5) $ (1.5)   $ (1.6) $ (1.6)   $ (1.5) $ (1.6)
v3.24.3
Sales - Contract Assets and Costs (Details) - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Capitalized Contract Cost [Line Items]    
Contract assets $ 8.4 $ 6.8
Deferred Sales Commissions    
Capitalized Contract Cost [Line Items]    
Net revenue-related contract assets $ 105.9 $ 90.9
v3.24.3
Sales - Contract liabilities (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Sep. 27, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]      
Deferred revenue, current $ 122.7 $ 122.7 $ 132.4
Deferred revenue, noncurrent 59.3 59.3 53.6
Total contract liabilities 182.0 182.0 $ 186.0
Contract liabilities, revenue recognized $ 15.6 $ 92.1  
v3.24.3
Sales - Remaining Performance Obligation (Details)
$ in Millions
Sep. 27, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 480.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-09-28 | Next two years  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, percentage 65.00%
Remaining performance obligation, expected timing 2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-09-28 | Next three years  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, percentage 80.00%
Remaining performance obligation, expected timing 3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-09-28 | Within four years  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, percentage 90.00%
Remaining performance obligation, expected timing 4 years
v3.24.3
Sales - Disaggregation of Revenue (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Sep. 29, 2023
Sep. 27, 2024
Sep. 29, 2023
Disaggregation of Revenue [Line Items]        
Sales $ 750.0 $ 765.4 $ 2,202.2 $ 2,306.2
Other        
Disaggregation of Revenue [Line Items]        
Sales 0.0 25.9 1.3 89.1
Intersegment Eliminations        
Disaggregation of Revenue [Line Items]        
Sales (9.4) 0.0 (14.2) 0.0
Mobility Technologies | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 257.4 247.7 737.7 732.4
Mobility Technologies | Intersegment Eliminations        
Disaggregation of Revenue [Line Items]        
Sales (9.4)   (14.2)  
Repair Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 152.1 160.2 485.3 500.0
Repair Solutions | Intersegment Eliminations        
Disaggregation of Revenue [Line Items]        
Sales 0.0   0.0  
Environmental & Fueling Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 349.9 331.6 992.1 984.7
Environmental & Fueling Solutions | Intersegment Eliminations        
Disaggregation of Revenue [Line Items]        
Sales 0.0   0.0  
Sales of products        
Disaggregation of Revenue [Line Items]        
Sales 672.4 685.8 1,979.4 2,064.7
Sales of products | Other        
Disaggregation of Revenue [Line Items]        
Sales   20.1 0.9 69.9
Sales of products | Mobility Technologies | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 207.6 215.3 610.3 637.6
Sales of products | Repair Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 151.5 159.5 483.5 498.2
Sales of products | Environmental & Fueling Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 313.3 290.9 884.7 859.0
Sales of services        
Disaggregation of Revenue [Line Items]        
Sales 77.6 79.6 222.8 241.5
Sales of services | Other        
Disaggregation of Revenue [Line Items]        
Sales   5.8 0.4 19.2
Sales of services | Mobility Technologies | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 40.4 32.4 113.2 94.8
Sales of services | Repair Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 0.6 0.7 1.8 1.8
Sales of services | Environmental & Fueling Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 36.6 40.7 107.4 125.7
North America        
Disaggregation of Revenue [Line Items]        
Sales 540.9 565.4 1,596.0 1,707.8
North America | Other        
Disaggregation of Revenue [Line Items]        
Sales   25.6 1.3 87.8
North America | Mobility Technologies | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 165.9 173.8 483.8 508.8
North America | Repair Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 152.1 160.2 485.3 500.0
North America | Environmental & Fueling Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 222.9 205.8 625.6 611.2
Western Europe        
Disaggregation of Revenue [Line Items]        
Sales 64.8 60.7 184.3 187.8
Western Europe | Other        
Disaggregation of Revenue [Line Items]        
Sales   0.0 0.0 0.0
Western Europe | Mobility Technologies | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 25.4 22.1 67.3 66.1
Western Europe | Repair Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 0.0 0.0 0.0 0.0
Western Europe | Environmental & Fueling Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 39.4 38.6 117.0 121.7
High growth markets        
Disaggregation of Revenue [Line Items]        
Sales 109.7 106.5 323.4 309.6
High growth markets | Other        
Disaggregation of Revenue [Line Items]        
Sales   0.3 0.0 1.3
High growth markets | Mobility Technologies | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 36.7 32.2 113.2 97.8
High growth markets | Repair Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 0.0 0.0 0.0 0.0
High growth markets | Environmental & Fueling Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 73.0 74.0 210.2 210.5
Rest of world        
Disaggregation of Revenue [Line Items]        
Sales 34.6 32.8 98.5 101.0
Rest of world | Other        
Disaggregation of Revenue [Line Items]        
Sales   0.0 0.0 0.0
Rest of world | Mobility Technologies | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 20.0 19.6 59.2 59.7
Rest of world | Repair Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 0.0 0.0 0.0 0.0
Rest of world | Environmental & Fueling Solutions | Operating Segments        
Disaggregation of Revenue [Line Items]        
Sales 14.6 13.2 39.3 41.3
United States        
Disaggregation of Revenue [Line Items]        
Sales $ 510.0 $ 543.1 $ 1,525.4 $ 1,613.4
v3.24.3
Income Taxes (Details)
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Sep. 29, 2023
Sep. 27, 2024
Sep. 29, 2023
Income Tax Disclosure [Abstract]        
Effective tax rate (as a percent) 18.30% 24.40% 18.60% 24.60%
v3.24.3
Segment Information - Detailed Segment Data (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Sep. 29, 2023
Sep. 27, 2024
Sep. 29, 2023
Segment Reporting Information [Line Items]        
Sales $ 750.0 $ 765.4 $ 2,202.2 $ 2,306.2
Segment operating profit: 131.5 142.6 387.7 397.0
Corporate & other unallocated costs (50.7) (50.0) (146.3) (159.0)
Interest expense, net (18.9) (22.8) (56.2) (70.7)
Gain on sale of business 0.0 0.3 37.2 34.4
Other non-operating expense, net (0.3) (0.2) (1.6) (1.6)
Earnings before income taxes 112.3 119.9 367.1 359.1
Depreciation expense: 12.0 11.0 34.5 32.7
Interest income 19.2 19.7 57.7 58.5
Capital charge 11.1 10.5 32.9 31.0
Operating Segments        
Segment Reporting Information [Line Items]        
Segment operating profit: 182.2 192.6 534.0 556.0
Other        
Segment Reporting Information [Line Items]        
Sales 0.0 25.9 1.3 89.1
Segment operating profit: 0.0 2.2 (0.4) 8.2
Depreciation expense: 0.0 0.0 0.0 0.0
Corporate        
Segment Reporting Information [Line Items]        
Depreciation expense: 0.3 0.3 1.2 0.8
Intersegment Eliminations        
Segment Reporting Information [Line Items]        
Sales (9.4) 0.0 (14.2) 0.0
Mobility Technologies | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 257.4 247.7 737.7 732.4
Segment operating profit: 46.6 51.4 135.4 144.0
Depreciation expense: 9.2 8.3 25.6 21.2
Mobility Technologies | Intersegment Eliminations        
Segment Reporting Information [Line Items]        
Sales (9.4)   (14.2)  
Repair Solutions | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 152.1 160.2 485.3 500.0
Segment operating profit: 32.6 43.3 109.4 132.2
Depreciation expense: 0.7 0.5 1.9 1.4
Repair Solutions | Intersegment Eliminations        
Segment Reporting Information [Line Items]        
Sales 0.0   0.0  
Environmental & Fueling Solutions | Operating Segments        
Segment Reporting Information [Line Items]        
Sales 349.9 331.6 992.1 984.7
Segment operating profit: 103.0 95.7 289.6 271.6
Depreciation expense: 1.8 $ 1.9 5.8 $ 9.3
Environmental & Fueling Solutions | Intersegment Eliminations        
Segment Reporting Information [Line Items]        
Sales $ 0.0   $ 0.0  
v3.24.3
Litigation and Contingencies - Narrative (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 27, 2024
Dec. 31, 2023
Loss Contingencies [Line Items]    
Warranty period 90 days  
Standby letters of credit, bank guarantees, and performance and bid bonds    
Loss Contingencies [Line Items]    
Guarantees $ 80.8 $ 79.2
v3.24.3
Litigation and Contingencies - Rollforward of Accrued Warranty Liability (Details)
$ in Millions
 9 Months Ended
Sep. 27, 2024
USD ($)
Movement in Standard Product Warranty Accrual [Roll Forward]  
Beginning balance $ 43.0
Accruals for warranties issued during the period 26.9
Settlements made (30.6)
Ending balance $ 39.3
v3.24.3
Litigation and Contingencies -Schedule of Other Assets, Noncurrent (Details) - Asbestos Claims - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Loss Contingencies [Line Items]    
Gross liabilities $ 98.5 $ 94.3
Projected insurance recoveries 59.8 56.6
Accrued expenses and other current liabilities    
Loss Contingencies [Line Items]    
Gross liabilities 19.5 17.8
Other long-term liabilities    
Loss Contingencies [Line Items]    
Gross liabilities 79.0 76.5
Prepaid expenses and other current assets    
Loss Contingencies [Line Items]    
Projected insurance recoveries 13.0 12.7
Other assets    
Loss Contingencies [Line Items]    
Projected insurance recoveries $ 46.8 $ 43.9
v3.24.3
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration liabilities $ 3.2 $ 9.3
Quoted Prices in Active Markets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration liabilities 0.0 0.0
Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration liabilities 0.0 0.0
Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration liabilities $ 3.2 $ 9.3
v3.24.3
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Millions
Sep. 27, 2024
Dec. 31, 2023
Fair Value Disclosures [Abstract]    
Goodwill $ 1,743.9 $ 1,742.4
Other intangible assets, net $ 508.6 $ 568.3
v3.24.3
Capital Stock and Earnings Per Share - Schedule pf Earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Jun. 28, 2024
Mar. 29, 2024
Sep. 29, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 27, 2024
Sep. 29, 2023
Numerator:                
Net earnings $ 91.8 $ 70.1 $ 136.8 $ 90.6 $ 97.3 $ 82.8 $ 298.7 $ 270.7
Denominator:                
Basic weighted average common shares outstanding (in shares) 152.4     154.8     153.8 155.3
Effect of dilutive stock options and RSUs (in shares) 0.8     1.0     0.9 0.8
Diluted weighted average common shares outstanding (in shares) 153.2     155.8     154.7 156.1
Earnings per share:                
Basic (in dollars per share) $ 0.60     $ 0.59     $ 1.94 $ 1.74
Diluted (in dollars per share) $ 0.60     $ 0.58     $ 1.93 $ 1.73
Anti-dilutive shares (in shares) 0.4     1.7     0.6 2.3
v3.24.3
Capital Stock and Earnings Per Share - Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Jun. 28, 2024
Mar. 29, 2024
Sep. 29, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 27, 2024
May 24, 2022
Equity, Class of Treasury Stock [Line Items]                
Authorized repurchase amount               $ 500.0
Stock repurchased $ 105.9 $ 38.5 $ 21.9 $ 11.7 $ 32.1 $ 18.4    
Remaining authorized repurchase amount $ 189.8           $ 189.8  
Open Market Transactions                
Equity, Class of Treasury Stock [Line Items]                
Stock repurchased (in shares) 0.1           1.6  
Stock repurchased $ 4.8           $ 64.6  
Stock repurchased (in dollars per share) $ 36.22           $ 38.07  
Accelerated Share repurchase                
Equity, Class of Treasury Stock [Line Items]                
Stock repurchased (in shares) 3.0              
Stock repurchased $ 100.0              
Stock repurchased (in dollars per share) $ 33.84              
v3.24.3
Divestitures - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 27, 2024
Sep. 29, 2023
Sep. 27, 2024
Sep. 29, 2023
Jan. 08, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Gain on sale of business $ 0.0 $ 0.3 $ 37.2 $ 34.4  
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Coats          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Consideration         $ 72.4
v3.24.3
Subsequent Events (Details) - Subsequent Event
shares in Millions, $ in Millions
 1 Months Ended
Oct. 31, 2024
USD ($)
shares
Subsequent Event [Line Items]  
Stock repurchased during period, shares (in shares) | shares 0.7
Stock repurchased during period, value | $ $ 23.6
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