Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 ________________________________________________________
FORM 10-Q
 ________________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2019October 1, 2021
OR
TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
For the transition period from              to             
Commission File Number: 001-39054
envistalogoa02.jpgnvst-20211001_g1.jpg
ENVISTA HOLDINGS CORPORATION
(Exact name of registrantRegistrant as specified in its charter)
Delaware83-2206728
(State or other jurisdiction of Incorporation)incorporation or organization)(I.R.S. Employer Identification Number)
200 S. Kraemer Blvd., Building E92821-6208
Brea,California
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: 714-817-7000714-817-7000
Securities registered pursuantRegistered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueNVSTNew York Stock Exchange
Indicate by check mark whether the registrantRegistrant (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 registrantRegistrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.     Yes        No  
Indicate by check mark whether the registrantRegistrant 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 registrantRegistrant was required to submit such files).     Yes        No  

Indicate by check mark whether the registrantRegistrant 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 filerAccelerated FilerAccelerated filerFiler
Non-accelerated filerFilerSmaller reportingReporting company
Emerging growth companyGrowth Company
If an emerging growth company, indicate by check mark if the registrantRegistrant 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 registrantRegistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes        No  
The number of shares of common stock outstanding atas of October 18, 201929, 2021, was 158,651,200.



161,368,349.
ENVISTA HOLDINGS CORPORATION
INDEX

FORM 10-Q


TABLE OF CONTENTS
PagePART I. FINANCIAL INFORMATION
PART I -FINANCIAL INFORMATIONPAGE
PART II -II. OTHER INFORMATION
Item 3.
Item 4.
Item 5.
Item 6.



Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED AND COMBINED CONDENSED BALANCE SHEETS (Unaudited)
($ in millions, except per share amounts)
As of
October 1, 2021December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$638.8 $888.9 
Trade accounts receivable, less allowance for credit losses of $25.2 and $30.5, respectively307.4 301.7 
Inventories, net274.3 216.0 
Prepaid expenses and other current assets77.9 70.1 
Current assets held for sale468.0 113.9 
Total current assets1,766.4 1,590.6 
Property, plant and equipment, net266.1 274.6 
Operating lease right-of-use assets150.8 162.7 
Other long-term assets174.1 119.0 
Goodwill3,145.8 3,207.4 
Other intangible assets, net1,058.8 1,152.7 
Noncurrent assets held for sale— 369.0 
Total assets$6,562.0 $6,876.0 
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt$426.7 $886.8 
Trade accounts payable171.0 202.5 
Accrued expenses and other liabilities509.9 467.8 
Operating lease liabilities24.5 31.1 
Current liabilities held for sale137.1 96.5 
Total current liabilities1,269.2 1,684.7 
Operating lease liabilities139.7 152.6 
Other long-term liabilities318.2 347.0 
Long-term debt887.8 907.7 
Noncurrent liabilities held for sale— 63.0 
Commitments and contingencies00
Stockholders’ equity:
Preferred stock, no par value, 15.0 million shares authorized; no shares issued or outstanding at October 1, 2021 and December 31, 2020— — 
Common stock - $0.01 par value, 500.0 million shares authorized;161.7 million shares issued and 161.3 million shares outstanding at October 1, 2021; 160.2 million shares issued and 160.0 million outstanding at December 31, 20201.6 1.6 
Additional paid-in capital3,716.6 3,684.4 
Retained earnings381.1 126.4 
Accumulated other comprehensive loss(152.6)(91.8)
Total Envista stockholders’ equity3,946.7 3,720.6 
Noncontrolling interests0.4 0.4 
Total stockholders’ equity3,947.1 3,721.0 
Total liabilities and stockholders’ equity$6,562.0 $6,876.0 
(unaudited)
 September 27, 2019 December 31, 2018
ASSETS   
Current assets:   
Cash and equivalents$193.2
 $
Trade accounts receivable, net456.4
 459.8
Inventories:   
Finished goods176.5
 166.8
Work in process31.7
 34.3
Raw materials70.2
 77.6
Total inventories278.4
 278.7
Prepaid expenses and other current assets50.5
 48.3
Total current assets978.5
 786.8
Property, plant and equipment, net of accumulated depreciation of $394.2 and $375.2, respectively283.1
 261.6
Other long-term assets282.5
 77.4
Goodwill3,283.2
 3,325.5
Other intangible assets, net1,291.1
 1,390.3
Total assets$6,118.4
 $5,841.6
LIABILITIES AND EQUITY   
Current liabilities:   
Short-term debt$7.5
 $
Trade accounts payable181.4
 217.4
Accrued expenses and other liabilities571.8
 423.6
Total current liabilities760.7
 641.0
Other long-term liabilities539.2
 374.2
Long-term debt1,304.5
 
Equity:   
Preferred stock, without par value, 15.0 million shares authorized; no shares issued or outstanding at September 27, 2019 and December 31, 2018
 
Common stock - $0.01 par value, 500.0 million shares authorized; 158.7 million shares issued and outstanding at September 27, 2019; 100 shares issued and outstanding at December 31, 20181.6
 
Additional paid-in capital3,613.6
 
Retained earnings37.0
 
Net parent investment
 4,901.3
Accumulated other comprehensive loss(140.9) (78.2)
Total Envista equity3,511.3
 4,823.1
Noncontrolling interests2.7
 3.3
Total equity3,514.0
 4,826.4
Total liabilities and equity$6,118.4
 $5,841.6
See the accompanying Notes to the Condensed Consolidated and Combined Condensed Financial Statements.
1




ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF EARNINGSOPERATIONS (Unaudited)
($ and shares in millions, except per share amounts)
(unaudited)
Three-Month Period Ended Nine-Month Period Ended Three Months EndedNine Months Ended
September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Sales$659.3
 $679.5
 $2,031.1
 $2,085.5
Sales$607.3 $547.2 $1,857.1 $1,312.8 
Cost of sales(292.3) (298.6) (907.4) (905.9)Cost of sales251.0 238.8 773.8 598.0 
Gross profit367.0
 380.9
 1,123.7
 1,179.6
Gross profit356.3 308.4 1,083.3 714.8 
Operating costs:       
Selling, general and administrative expenses(252.0) (257.2) (804.9) (820.4)
Research and development expenses(36.3) (42.3) (119.3) (128.4)
Operating profit78.7
 81.4
 199.5
 230.8
Operating expenses:Operating expenses:
Selling, general and administrativeSelling, general and administrative250.6 226.8 747.5 681.3 
Research and developmentResearch and development24.0 20.0 75.7 63.5 
Operating profit (loss)Operating profit (loss)81.7 61.6 260.1 (30.0)
Nonoperating income (expense):       Nonoperating income (expense):
Other income0.2
 1.5
 1.6
 1.9
Other income0.2 0.2 0.8 0.4 
Interest expense, net(0.2) 
 (0.2) 
Interest expense, net(12.0)(23.4)(43.6)(41.2)
Earnings before income taxes78.7
 82.9
 200.9
 232.7
Income taxes(16.6) (18.8) (39.4) (53.2)
Net earnings$62.1
 $64.1
 $161.5
 $179.5
Net earnings per share:       
Basic$0.48
 $0.50
 $1.25
 $1.40
Diluted$0.48
 $0.50
 $1.25
 $1.40
Income (loss) before income taxesIncome (loss) before income taxes69.9 38.4 217.3 (70.8)
Income tax (benefit) expenseIncome tax (benefit) expense(10.3)14.8 (3.7)(22.2)
Income (loss) from continuing operationsIncome (loss) from continuing operations80.2 23.6 221.0 (48.6)
Income (loss) from discontinued operations, net of tax (refer to Note 3)Income (loss) from discontinued operations, net of tax (refer to Note 3)12.7 12.0 33.7 (26.5)
Net income (loss)Net income (loss)$92.9 $35.6 $254.7 $(75.1)
Earnings (loss) per share:Earnings (loss) per share:
Earnings (loss) from continuing operations - basicEarnings (loss) from continuing operations - basic$0.50 $0.15 $1.37 $(0.30)
Earnings (loss) from continuing operations - dilutedEarnings (loss) from continuing operations - diluted$0.45 $0.14 $1.25 $(0.30)
Earnings (loss) from discontinued operations - basicEarnings (loss) from discontinued operations - basic$0.08 $0.08 $0.21 $(0.17)
Earnings (loss) from discontinued operations - dilutedEarnings (loss) from discontinued operations - diluted$0.07 $0.07 $0.19 $(0.17)
Earnings (loss) - basicEarnings (loss) - basic$0.58 $0.22 *$1.58 $(0.47)
Earnings (loss) - dilutedEarnings (loss) - diluted$0.52 $0.22 *$1.43 *$(0.47)
Average common stock and common equivalent shares outstanding:       Average common stock and common equivalent shares outstanding:
Basic130.6
 127.9
 128.8
 127.9
Basic161.5 159.7 161.1 159.4 
Diluted130.6
 127.9
 128.8
 127.9
Diluted178.1 163.9 177.5 159.4 
* Earnings (loss) per share is computed independently for earnings (loss) per share from continuing operations and earnings (loss) per share from discontinued operations. The sum of earnings (loss) per share from continuing operations and earnings (loss) per share from discontinued operations does not equal earnings (loss) per share due to rounding.* Earnings (loss) per share is computed independently for earnings (loss) per share from continuing operations and earnings (loss) per share from discontinued operations. The sum of earnings (loss) per share from continuing operations and earnings (loss) per share from discontinued operations does not equal earnings (loss) per share due to rounding.
See the accompanying Notes to the Condensed Consolidated and Combined Condensed Financial Statements.

2



ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
($ in millions)
(unaudited)
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Net earnings$62.1
 $64.1
 $161.5
 $179.5
Other comprehensive loss, net of income taxes:       
Foreign currency translation adjustments(54.9) (17.3) (61.5) (72.0)
Cash flow hedge adjustments(0.6) 
 (0.6) 
Pension plan adjustments
 (0.8) (0.6) (0.4)
Total other comprehensive loss, net of income taxes(55.5) (18.1) (62.7) (72.4)
Comprehensive income$6.6
 $46.0
 $98.8
 $107.1
Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Net income (loss)$92.9 $35.6 $254.7 $(75.1)
Other comprehensive (loss) income, net of income taxes:
Foreign currency translation adjustments(25.0)18.6 (64.3)14.5 
Cash flow hedge adjustments1.1 1.5 3.6 (7.4)
Pension plan adjustments0.2 0.2 (0.1)0.9 
Total other comprehensive (loss) income, net of income taxes(23.7)20.3 (60.8)8.0 
Comprehensive income (loss)$69.2 $55.9 $193.9 $(67.1)
See the accompanying Notes to the Condensed Consolidated and Combined Condensed Financial Statements.

3




ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
($ ($ in millions)
(unaudited)
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Common stock       
Balance, beginning of period$
 $
 $
 $
Issuance of common stock1.6
 
 1.6
 
Balance, end of period$1.6
 $
 $1.6
 $
Additional paid-in capital       
Balance, beginning of period$
 $
 $
 $
Common stock-based award activity0.5
 
 0.5
 
Consideration to Danaher in connection with the Separation(1,950.0) 
 (1,950.0) 
Reclassification of net parent investment4,920.0
 
 4,920.0
 
Issuance of common stock643.1
 
 643.1
 
Balance, end of period$3,613.6
 $
 $3,613.6
 $
Retained earnings       
Balance, beginning of period$
 $
 $
 $
Net earnings37.0
 
 37.0
 
Balance, end of period$37.0
 $
 $37.0
 $
Net parent investment       
Balance, beginning of period$4,938.8
 $5,003.7
 $4,901.3
 $4,989.9
Adoption of accounting standards
 
 
 (8.0)
Net earnings25.1
 64.1
 124.5
 179.5
Net transfers to parent(45.7) (70.6) (116.5) (170.0)
Reclassification of net parent investment(4,921.3) 
 (4,921.3) 
Parent common stock-based award activity3.1
 3.7
 12.0
 9.5
Balance, end of period$
 $5,000.9
 $
 $5,000.9
Accumulated other comprehensive loss       
Balance, beginning of period$(85.4) $(53.9) $(78.2) $0.6
Adoption of accounting standards
 
 
 (0.2)
Other comprehensive loss(55.5) (18.1) (62.7) (72.4)
Balance, end of period$(140.9) $(72.0) $(140.9) $(72.0)
Noncontrolling interests       
Balance, beginning of period$2.9
 $3.7
 $3.3
 $4.1
Change in noncontrolling interests(0.2) (0.3) (0.6) (0.7)
Balance, end of period$2.7
 $3.4
 $2.7
 $3.4
Total equity, end of period$3,514.0
 $4,932.3
 $3,514.0
 $4,932.3
See the accompanying Notes to the Consolidated and Combined Condensed Financial Statements.


ENVISTA HOLDINGS CORPORATION
CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS
($ in millions)
(unaudited)
 Nine-Month Period Ended
 September 27, 2019 September 28, 2018
Cash flows from operating activities:   
Net earnings$161.5
 $179.5
Noncash items:   
Depreciation29.8
 29.1
Amortization67.3
 68.0
Stock-based compensation expense12.5
 9.5
Change in trade accounts receivable, net(4.0) (9.0)
Change in inventories(4.5) (27.7)
Change in trade accounts payable(32.9) (29.0)
Change in prepaid expenses and other assets(9.7) 6.8
Change in accrued expenses and other liabilities(9.5) (16.7)
Net cash provided by operating activities210.5
 210.5
Cash flows from investing activities:   
Payments for additions to property, plant and equipment(61.9) (40.2)
Proceeds from sales of property, plant and equipment1.6
 
All other investing activities(2.3) (0.3)
Net cash used in investing activities(62.6) (40.5)
Cash flows from financing activities:   
Proceeds from the public offering of common stock, net of issuance costs643.4
 
Consideration to Danaher in connection with the Separation(1,950.0) 
Net proceeds from borrowings1,319.1
 
Net transfers to parent(116.5) (170.0)
All other financing activities144.4
 
Net cash provided by (used in) financing activities40.4
 (170.0)
Effect of exchange rate changes on cash and cash equivalents4.9
 
Net change in cash and equivalents193.2
 
Beginning balance of cash and equivalents
 
Ending balance of cash and equivalents$193.2
 $
    
Supplemental disclosures:   
Cash income tax payments$28.5
 $31.3
Cash interest payments
 
Nine Months Ended October 1, 2021
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other
Comprehensive Loss
Total
Envista
Equity
Noncontrolling Interests
Balance, December 31, 2020$1.6 $3,684.4 $126.4 $(91.8)$3,720.6 $0.4 
Common stock-based award activity— 6.7 — — 6.7 — 
Net income— — 71.7 — 71.7 — 
Other comprehensive loss— — — (52.1)(52.1)— 
Balance, April 2, 20211.6 3,691.1 198.1 (143.9)3,746.9 0.4 
Common stock-based award activity— 16.5 — — 16.5 — 
Net income— — 90.1 — 90.1 — 
Other comprehensive income— — — 15.0 15.0 — 
Balance, July 2, 20211.6 3,707.6 288.2 (128.9)3,868.5 0.4 
Common stock-based award activity— 9.0 — — 9.0 — 
Net income— — 92.9 — 92.9 — 
Other comprehensive loss— — — (23.7)(23.7)— 
Balance, October 1, 2021$1.6 $3,716.6 $381.1 $(152.6)$3,946.7 $0.4 
Nine Months Ended October 2, 2020
Common StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other
Comprehensive Loss
Total
Envista
Equity
Noncontrolling Interests
Balance, December 31, 2019$1.6 $3,589.7 $93.1 $(144.2)$3,540.2 $2.6 
Common stock-based award activity— 6.4 — — 6.4 — 
Net loss— — (17.2)— (17.2)— 
Other comprehensive loss— — — (45.7)(45.7)— 
Balance, April 3, 20201.6 3,596.1 75.9 (189.9)3,483.7 2.6 
Common stock-based award activity— 7.6 — — 7.6 — 
Equity component of convertible senior notes, net of financing costs and taxes— 77.9 — — 77.9 — 
Purchase of capped calls related to issuance of convertible senior notes, net of taxes— (15.7)— — (15.7)— 
Net loss— — (93.5)— (93.5)— 
Other comprehensive income— — — 33.4 33.4 — 
Changes in noncontrolling interests— — — — — (0.1)
Balance, July 3, 20201.6 3,665.9 (17.6)(156.5)3,493.4 2.5 
Common stock-based award activity— 8.3 — — 8.3 
Net income— — 35.6 — 35.6 
Other comprehensive income— — — 20.3 20.3 
Changes in noncontrolling interests— — — — — $(0.3)
Balance, October 2, 2020$1.6 $3,674.2 $18.0 $(136.2)$3,557.6 $2.2 
See the accompanying Notes to the Condensed Consolidated and Combined Condensed Financial Statements.


4



ENVISTA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in millions)
 Nine Months Ended
 October 1, 2021October 2, 2020
Cash flows from operating activities:
Net income (loss)$254.7 $(75.1)
Noncash items:
Depreciation29.4 31.5 
Amortization62.6 68.0 
Allowance for credit losses4.2 20.1 
Stock-based compensation expense21.6 16.7 
Gain on sale of property, plant and equipment(2.2)— 
Restructuring charges0.3 11.1 
Impairment charges9.4 17.1 
Amortization of right-of-use assets21.3 23.1 
Amortization of debt discount and issuance costs17.6 8.0 
Change in trade accounts receivable(15.1)64.3 
Change in inventories(67.1)16.8 
Change in trade accounts payable(39.9)(49.3)
Change in prepaid expenses and other assets(23.4)(33.8)
Change in accrued expenses and other liabilities(18.7)(0.8)
Change in operating lease liabilities(29.1)(27.2)
Net cash provided by operating activities225.6 90.5 
Cash flows from investing activities:
Acquisitions, net of cash acquired— (40.7)
Payments for additions to property, plant and equipment(46.0)(34.6)
Proceeds from sales of property, plant and equipment11.6 — 
All other investing activities8.5 11.3 
Net cash used in investing activities(25.9)(64.0)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes— 517.5 
Payment of debt issuance and other deferred financing costs(2.3)(17.2)
Proceeds from revolving line of credit— 249.8 
Repayment of revolving line of credit— (250.0)
Repayment of borrowings(475.7)— 
Purchase of capped calls related to issuance of convertible senior notes— (20.7)
Proceeds from stock option exercises16.0 8.7 
All other financing activities(5.4)0.6 
Net cash (used in) provided by financing activities(467.4)488.7 
Effect of exchange rate changes on cash and cash equivalents17.6 (25.6)
Net change in cash and cash equivalents(250.1)489.6 
Beginning balance of cash and cash equivalents888.9 211.2 
Ending balance of cash and cash equivalents$638.8 $700.8 
5


Supplemental data:
Cash paid for interest$26.1 $34.3 
Cash paid for taxes$65.6 $22.3 
ROU assets obtained in exchange for operating lease obligations$24.9 $16.0 
See the accompanying Notes to the Condensed Consolidated Financial Statements.
6


ENVISTA HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS (Unaudited)
(unaudited)

NOTE 1. BUSINESS OVERVIEW AND BASIS OF PRESENTATION
Separation and Initial Public Offering
Envista Holdings Corporation (together with its subsidiaries, “Envista” or the “Company”) was formed as a wholly-owned subsidiary of Danaher Corporation (“Danaher” or “Parent”). Danaher formed Envista to ultimately acquire, own and operate the Dental business of Danaher. On September 20, 2019, the Company completed an initial public offering (“IPO”) resulting in the issuance of 30.8 million shares of its common stock (including shares issued pursuant to the underwriters’ option to purchase additional shares) to the public, which represented 19.4% of the Company’s outstanding common stock, at $22.00 per share, the initial public offering price, for total net proceeds, after deducting underwriting discounts and commissions, of $643$643.4 million. In connection with the completion of the IPO, through a series of equity and other transactions, Danaher transferred substantially all of its Dental business to the Company. As consideration for the transfer of the Dental business to the Company, the Company paid to Danaher approximately $2.0 billion, which included the net proceeds from the IPO and the net proceeds from term debt financing, as further discussed in Note 6,13, and issued to Danaher 127.9 million shares of the Company’s common stock. Danaher held 80.6% of the Company’s outstanding common stock as of October 18, 2019, giving Danaher 80.6% of the total voting power of the Company’s outstanding common stock. The transactions described above related to the transfer of the Dental business are collectively referred to herein as the “Separation.” As the majority stockholder,
On November 15, 2019, Danaher has the ability to control the outcomeannounced an exchange offer whereby Danaher stockholders could exchange all or a portion of matters submitted to the Company’s stockholdersDanaher common stock for approval, including the election of directors, amendmentsshares of the Company’s organizational documents and any merger, consolidation, sale of all or substantially allcommon stock owned by Danaher. The disposition of the Company’s assets or other major corporate transactions.
Danaher has informedshares was completed on December 18, 2019 and resulted in the full separation of the Company that it intends to distribute to its stockholders its remaining equityand disposal of Danaher’s entire ownership and voting interest in the Company, which may include the spin-off of Envista shares effected as a dividend to all of Danaher’s stockholders, the split-off of Envista shares in exchange for Danaher shares or other securities or any combination thereof in one transaction or in a series of transactions (collectively, the “Distribution”). While Danaher has informed the Company of its intention to effect the Distribution, it has no obligation to pursue or consummate any further dispositions of its ownership in Envista, including through the Distribution, by any specified date or at all. If pursued, the Distribution may be subject to various conditions, including receipt of any necessary regulatory or other approvals, the existence of satisfactory market conditions and the receipt of an opinion of counsel to the effect that the separation of Envista in connection with the IPO, together with such Distribution, will be tax-free to Danaher and its stockholders for U.S. federal income tax purposes. The conditions to the Distribution may not be satisfied; Danaher may decide not to consummate the Distribution even if the conditions are satisfied; or Danaher may decide to waive one or more of these conditions and consummate the Distribution even if all of the conditions are not satisfied. The Company cannot provide any assurance as to whether or when any such transaction will be consummated or as to the final terms of any such transaction.Company.

Business Overview

The Company provides products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. The Company is a leading worldwide provider of a broad range of dental implants, orthodontic appliances, general dental consumables, equipment and services and is dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity.

The Company operates in 2 business segments: Specialty Products & Technologies and Equipment & Consumables.
The Company’s Specialty Products & Technologies segment develops, manufactures and markets dental implant systems, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.
The Company’s Equipment & Consumables segment develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; handpieces and associated consumables; treatment units and other dental practice equipment; endodontic systems and related consumables; and restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.


Basis of Presentation
For periods after the Separation, the financial statements are prepared on a consolidated basis. Prior to the Separation, the Company operated as part of Danaher and not as a separate, publicly-traded company and the Company’s financial statements are combined, have been prepared on a stand-alone basis and are derived from Danaher's consolidated financial statements and accounting records. The Consolidated and Combined Condensed Financial Statements reflect the financial position, results of operations and cash flows related to the Dental business that was transferred to the Company. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included as a component in the financial statements. Prior to the Separation, the financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Danaher’s corporate office and from other Danaher businesses to the Company and allocations of related assets, liabilities and Danaher’s investment, as applicable. The allocations were determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Danaher. Related-party allocations are discussed further in Note 15.
Prior to the Separation, the Company was dependent upon Danaher for all of its working capital and financing requirements under Danaher’s centralized approach to cash management and financing of its operations. Financial transactions relating to the Company were accounted for through the net parent investment account of the Company. Accordingly, none of Danaher’s cash, cash equivalents or debt was assigned to the Company in these financial statements for the periods prior to the Separation.
The cash balance presented on the Consolidated and Combined Condensed Balance Sheet as of September 27, 2019 of $193.2 million represents amounts contributed to Envista by Danaher as part of the Separation, as described above, and cash from operations post-Separation. The proceeds from the IPO and the term debt borrowings were distributed to Danaher pursuant to the Separation.
Net parent investment, which included retained earnings, represented Danaher’s interest in the recorded net assets of the Company. Prior to the Separation, all significant transactions between the Company and Danaher have been included in the accompanying Consolidated and Combined Condensed Financial Statements. Transactions with Danaher are reflected in the accompanying Consolidated and Combined Condensed Statements of Changes in Equity as “Net transfers to Parent” and in the accompanying Consolidated and Combined Condensed Balance Sheets within “Net parent investment.”
Sales to the Company’s largest customer were 13% of total sales during each of the three-month periods ended September 27, 2019 and September 28, 2018 and 12% during each of the nine-month periods ended September 27, 2019 and September 28, 2018. No other individual customer accounted for more than 10% of total sales during these periods. Accounts receivable from this customer was 8% of total receivables for each of September 27, 2019 and December 31, 2018.
All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying Condensed Consolidated and Combined Condensed Financial Statements.

The Condensed Consolidated and Combined Condensed Financial Statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAPgenerally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring adjustments and reclassifications to conform to current year presentation) necessary to present fairly the financial position of the Company as of October 1, 2021 and December 31, 2020, and its results of operations for the three and nine month periods ended October 1, 2021 and October 2, 2020 and cash flows for the nine month periods ended October 1, 2021 and October 2, 2020. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s combined financial statementsConsolidated and Combined Financial Statements and accompanying notes for the three years ended December 31, 20182020, included in the final prospectus (File No. 333-232758)Annual Report on Form 10-K filed by the Company with the SEC on February 19, 2021.

7


As discussed in Note 3, Discontinued Operations, the Company has entered into a master sale and purchase agreement to sell its KaVo dental treatment unit and instrument business (the "KaVo Treatment Unit and Instrument Business"), which was part of the Company’s Equipment and Consumables segment. The previously reported amounts for the KaVo Treatment Unit and Instrument Business have been reclassified to discontinued operations for all periods presented. All segment information and descriptions exclude the KaVo Treatment Unit and Instrument Business.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of the novel coronavirus (“COVID-19”) pandemic. During 2020, the Company’s sales and results of operations were most impacted by the COVID-19 pandemic during the first and second quarters with positive signs of recovery during the third and fourth quarters of 2020. During the three and nine months ended October 1, 2021, the Company continued to see positive signs of recovery in certain markets in which it operates, however, certain markets continue to be more adversely impacted than others.

The extent of the impact of the COVID-19 pandemic on the Company's business is highly uncertain and difficult to predict because of the dynamic and evolving nature of the crisis. A worsening of the pandemic or impacts of new variants of the virus may lead to temporary closures of dental practices in the future. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a material local and/or global economic slowdown or global recession. Such economic disruption could have a material adverse effect on the Company as the Company’s customers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remains uncertain.

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the scope and duration of the pandemic, the extent and severity of the impact on the Company's customers, the measures that have been and may be taken to contain the virus (including its various mutations) and mitigate its impact, U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2019 pursuantforeign government actions to Rule 424(b)(4) underrespond to the Securities Act of 1933, as amended (the “Securities Act”) (the “Prospectus”).
Inreduction in global economic activity, the opinionability of the Company to continue to manufacture and source its products and to find suitable alternative products at reasonable prices, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial positionimpact of the pandemic and associated economic downturn on the Company’s ability to access capital if and when needed and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and cannot be predicted. Even after the COVID-19 pandemic has subsided, the Company asmay continue to experience materially adverse impacts on the Company’s financial condition and results of September 27, 2019 and December 31, 2018, and itsoperations.

The Company's future results of operations forand liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, continued or worsening supply chain disruptions, uncertain demand, staffing shortages due to any federal, state, and local vaccine mandates and the threeimpact of any initiatives or programs that the Company may undertake to address financial and nine-month periods ended September 27, 2019operational challenges faced by its customers and September 28, 2018 and its cash flows for eachsuppliers. The extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of the nine-month periods then ended.operations is uncertain.

Accounting Standards Recently Adopted

In February 2016,December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02,2019-12, LeasesIncome Taxes (Topic 842)740): Simplifying the Accounting for Income Taxes, , which requires lesseesis intended to recognize a right-of-use (“ROU”) asset and a lease liabilitysimplify various aspects related to accounting for all leases with terms greater than 12 monthsincome taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also requires disclosures by lesseesclarifies and lessors about the amount, timing and uncertainty of cash flows arising from leases. Subsequentamends existing guidance to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as “ASC 842.”

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method for all lease arrangements at the beginning of the period of adoption. Results for reporting periods beginning January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under Accounting Standards Codification (“ASC”) 840, Leases. The adoption of ASC 842 had a material impact on the Company’s Consolidated and Combined Condensed Balance Sheet but did not have a significant impact on the Company’s consolidated and combined net earnings and cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. For leases that commenced before the effective date of ASC 842, the Company elected the permitted practical expedients to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected to include leases with a term of 12 months or less in the recognized ROU assets and lease liabilities.
As a result of the cumulative impact of adopting ASC 842, the Company recorded operating lease ROU assets of $182 million and operating lease liabilities of $191 million as of January 1, 2019, primarily related to real estate and automobile leases, based on the present value of the future lease payments on the date of adoption. Refer to Note 3 for the additional disclosures required by ASC 842.
The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company used Danaher’s incremental borrowing rate (for the period prior to the Separation) and its incremental borrowing rate (for the period after Separation) based on the information available at commencement date in determining the present value of lease payments. The ROU asset includes prepaid lease payments, lease incentives received, costs which will be incurred in exiting a lease and the amount of any asset or liability recognized on business combinations relating to favorable or unfavorable lease terms. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense. The Company has lease agreements which require payments for lease and non-lease components and has elected to account for these as a single lease component.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness.improve consistent application. The ASU was effective for public entities for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019 and there was no impact on the Company’s consolidated and combined financial statements. Refer to Note 7 for additional disclosures about the Company’s hedging activities.
Except for the above accounting policy for leases that was updated as a result of adopting ASC 842 and the derivatives and hedging policy discussed in Note 7, there have been no changes to the Company’s significant accounting policies described in the Prospectus for the year ended December 31, 2018 that have a material impact on the Company’s Consolidated and Combined Condensed Financial Statements.
Accounting Standards Not Yet Adopted—In August 2018, the FASB issued ASU No. 2018-14, Disclosure FrameworkChanges to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension plans. The ASU is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. ManagementThe Company adopted this guidance on January 1, 2021, which did not have a significant impact on the Company’s Condensed Consolidated Financial Statements.

8


Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This guidance is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU is effective for public entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company has not yet completed its assessment of the impact of the new standard on the Company’s consolidated financial statements.Condensed Consolidated Financial Statements.

In August 2018,March 2020, the FASB issued ASU No. 2018-13,2020-04, Fair Value MeasurementReference Rate Reform (Topic 820), which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2848): Facilitation of the fair value hierarchyEffects of Reference Rate Reform on Financial Reporting, which provides optional expedients and the policyexceptions for timingapplying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss).reference rate reform, if certain criteria are met. The ASU is effective for public entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. If an entity elects to apply any of the amendments for fiscal yearsan eligible hedging relationship existing as of the beginning of the interim period that includes March 12, 2020, any adjustments as a result of those elections must be reflected as of the beginning of that interim period and recognized in accordance with the guidance in Reference Rate Reform Subtopics 848-30, 848-40, and 848-50 (as applicable). If an entity elects to apply any of the amendments for a new hedging relationship entered into between the beginning of the interim period that includes March 12, 2020 and March 12, 2020, any adjustments as a result of those elections must be reflected as of the beginning of the hedging relationship and recognized in accordance with the guidance in Reference Rate Reform Subtopics 848-30, 848-40, and 848-50 (as applicable).

The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 15, 2019, with early adoption permitted. Management31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company has not yet completed its assessment of the impact of the new standard on the Company’s consolidatedCondensed Consolidated Financial Statements.

NOTE 2. ACQUISITION
On January 21, 2020, the Company acquired all of the shares of Matricel GmbH (“Matricel”) for cash consideration of approximately $43.6 million. Matricel, a German company, is a provider of biomaterials used in dental applications and complements the Company’s Specialty Products & Technologies segment. For the three and nine months ended October 2, 2020, Matricel’s revenue and earnings were not material to the Condensed Consolidated Statements of Operations. Goodwill was not deductible for income tax purposes. The measurement period for adjustments related to the purchase price allocation for this acquisition is complete.

9


The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date ($ in millions):

January 21, 2020
Assets acquired:
   Cash$2.9 
   Trade accounts receivable1.0 
   Inventories1.9 
   Prepaid expenses and other current assets0.2 
   Property, plant and equipment0.5 
   Goodwill25.1 
   Other intangible assets22.3 
       Total assets acquired53.9 
Liabilities assumed:
   Trade accounts payable(0.1)
   Accrued expenses and other liabilities(10.2)
       Total liabilities assumed(10.3)
Total net assets acquired$43.6 

The excess of the purchase price over the fair value assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the acquisition. Goodwill attributable to the acquisition has been recorded as a non-current asset and is not amortized, but is subject to review at least on an annual basis for impairment. Goodwill recognized was primarily attributable to expected operating efficiencies and expansion opportunities in the business acquired. The pro forma impact of this acquisition is not presented as it was not considered material to the Company's Condensed Consolidated Financial Statements.

The intangible assets acquired consist of technology and customer relationships. The weighted average amortization period of the acquired intangible assets in the aggregate is 10 years.

NOTE 3. DISCONTINUED OPERATIONS
On September 7, 2021, the Company entered into a master sale and purchase agreement (the "Purchase Agreement") with planmeca Verwaltungs GmbH, Germany ("Planmeca"), and Planmeca Oy, a privately-held Finnish company, as guarantor, pursuant to which the Company will sell to Planmeca its KaVo Treatment Unit and Instrument Business for total consideration of up to $455 million, which includes a potential earn-out payment of up to $30 million, subject to certain adjustments as provided in the Purchase Agreement. The Purchase Agreement provides that the Company will sell the KaVo Treatment Unit and Instrument Business through the sale of certain assets, the transfer of the equity of certain of its subsidiaries, and the assumption by Planmeca of certain liabilities and agreements, in each case used in or related to the KaVo Treatment Unit and Instrument Business (the "Divestiture"). The transaction is expected to close at the end of 2021.

The Divestiture was part of the Company’s strategy to structurally improve its long-term margins and represents a strategic shift with a major effect on the Company’s operations and financial statements.results as described in Accounting Standards Codification—Discontinued Operations ("ASC 205-20"). The pending sale meets the criteria to be accounted for as a discontinued operation. Accordingly, the Company has applied discontinued operations treatment for the Divestiture as required by ASC 205-20. In accordance with ASC 205-20, the Company reclassified the Divestiture to assets and liabilities held for sale on its Condensed Consolidated Balance Sheets as of October 1, 2021 and December 31, 2020 and reclassified the financial results of the Divestiture in its Condensed Consolidated Statements of Operations for all periods presented. The Company’s Condensed Consolidated Statements of Cash Flows for the three and nine months ended October 1, 2021 and October 2, 2020 include the financial results of the KaVo Treatment Unit and Instrument Business.



In June 2016,
10


The carrying amounts of the FASB issued ASU No. 2016-13, assets and liabilities of the Divestiture have been reclassified from their historical balance sheet presentation to current and noncurrent assets and current and noncurrent liabilities held for sale as follows:
As of
October 1, 2021December 31, 2020
ASSETS
Current assets:
Trade accounts receivable, less allowance for credit losses of $4.4 and $6.6, respectively$57.4 $59.3 
Inventories, net53.5 50.9 
Prepaid expenses and other current assets6.7 3.7 
Property, plant and equipment, net27.5 — 
Operating lease right-of-use assets2.8 — 
Other assets8.2 — 
Goodwill212.0 — 
Other intangible assets, net99.9 — 
Current assets held for sale$468.0 $113.9 
Property, plant and equipment, net$— $28.4 
Operating lease right-of-use assets— 2.6 
Other long-term assets— 8.2 
Goodwill— 223.3 
Other intangible assets, net— 106.5 
Noncurrent assets held for sale$— $369.0 
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable$20.4 $32.6 
Accrued expenses and other liabilities53.5 62.5 
Operating lease liabilities2.7 1.4 
Other liabilities60.5 — 
Current liabilities held for sale$137.1 $96.5 
Operating lease liabilities$— $1.2 
Other long-term liabilities— 61.8 
Noncurrent liabilities held for sale$— $63.0 

















11


The operating results of the Divestiture are reflected in the Condensed Consolidated Statements of Operations within income (loss) from discontinued operations, net of tax as follows:

 Three Months EndedNine Months Ended
 October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Sales$102.5 $93.3 302.0 $236.8 
Cost of sales57.2 61.1 174.4 182.1 
Gross profit45.3 32.2 127.6 54.7 
Operating expenses:
Selling, general and administrative25.2 22.0 70.4 78.1 
Research and development3.8 2.4 12.5 10.1 
Operating profit (loss)16.3 7.8 44.7 (33.5)
Income tax expense (benefit)$3.6 $(4.2)$11.0 $(7.0)
Income (loss) from discontinued operations$12.7 $12.0 $33.7 $(26.5)

Significant non-cash operating items and capital expenditures for the Divestiture are reflected in the cash flows from operations as follows:

Nine Months Ended
October 1, 2021October 2, 2020
Cash flows from operating activities
Non-cash restructuring charges$— $9.6 
Impairment charges$— $10.3 
Depreciation and amortization1
$5.6 $9.0 
Cash flows from investing activities:
Capital expenditures$4.2 $4.5 
1 Depreciation and amortization are no longer recognized once the business is classified as held for sale.

NOTE 4.Financial Instruments—Credit Losses (Topic 326): MeasurementCREDIT LOSSES

The allowance for credit losses is a valuation account deducted from accounts receivable to present the net amount expected to be collected. Accounts receivable are charged off against the allowance when management believes the uncollectibility of Credit Lossesan accounts receivable balance is confirmed.

Management estimates the adequacy of the allowance by using relevant available information, from internal and external sources, relating to past events, current conditions and forecasts. Historical credit loss experience provides the basis for estimation of expected credit losses and is adjusted as necessary using the relevant information available. The allowance for credit losses is measured on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approachcollective basis when similar risk characteristics exist. The Company has identified 1 portfolio segment based on expected losses rather than incurred lossesthe following risk characteristics: geographic regions, product lines, default rates and customer specific factors.

The factors used by management in its credit loss analysis are inherently subject to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses.uncertainty. The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. The ASU will be adopted using a modified retrospective transition method, with the adoption impact recognized through a cumulative-effect adjustment to retained earnings in the period of adoption. In November 2018, April 2019 and May 2019, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief which provided additional implementation guidance on the previously issued ASU. Management has not yet completed its assessmentextent of the impact of the new standardCOVID-19 pandemic on the Company’s consolidated financial statements.Company's business is highly uncertain and difficult to predict. The Company is inconsidered the process of implementing changes to its accounting policiescurrent and procedures forexpected future economic and market conditions surrounding the new standard. Currently,COVID-19 pandemic, including the Company believes that the most notable impact of this ASU will relatedelays in payments of outstanding receivable amounts beyond normal payment terms. If actual results are not consistent with management’s estimates and assumptions, the allowance for credit losses may be overstated or understated and a charge or credit to its processes around the assessmentnet income (loss) may be required.

12


The rollforward of the adequacy of its allowance for doubtful accounts on trade accounts receivable and the recognition of credit losses.
Accumulated Other Comprehensive Income (Loss)—The changes in accumulated other comprehensive income (loss) by component arelosses is summarized below ($ in millions). Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries and the impact from the Company’s hedge of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impact.
 Foreign
Currency
Translation
Adjustments
 Cash Flow Hedge Adjustments Pension Adjustments Total
For the Three-Month Period Ended September 27, 2019:       
Balance, June 28, 2019$(80.9) $
 $(4.5) $(85.4)
Other comprehensive income (loss) before reclassifications:       
Decrease(53.5) (0.7) 
 (54.2)
Income tax impact(1.4) 0.1
 
 (1.3)
Other comprehensive income (loss) before reclassifications, net of income taxes(54.9) (0.6) 
 (55.5)
Net current period other comprehensive (loss):(54.9) (0.6) 
 (55.5)
Balance, September 27, 2019$(135.8) $(0.6) $(4.5) $(140.9)
        
For the Three-Month Period Ended September 28, 2018:       
Balance, June 29, 2018$(43.8) $
 $(10.1) $(53.9)
Other comprehensive income (loss) before reclassifications:       
Decrease(17.3) 
 
 (17.3)
Income tax impact
 
 
 
Other comprehensive income (loss) before reclassifications, net of income taxes(17.3) 
 
 (17.3)
Amounts reclassified from accumulated other comprehensive income (loss):       
Decrease
 
 (1.0)(a)(1.0)
Income tax impact
 
 0.2
 0.2
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes:
 
 (0.8) (0.8)
Net current period other comprehensive income (loss):(17.3) 
 (0.8) (18.1)
Balance, September 28, 2018$(61.1) $
 $(10.9) $(72.0)
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost. Refer to Note 8 for additional details.

 Foreign
Currency
Translation
Adjustments
 Cash Flow Hedge Adjustments Pension Adjustments Total
For the Nine-Month Period Ended September 27, 2019:       
Balance, December 31, 2018$(74.3) $
 $(3.9) $(78.2)
Other comprehensive income (loss) before reclassifications:       
Decrease(60.1) (0.7)

 (60.8)
Income tax impact(1.4) 0.1
 
 (1.3)
Other comprehensive income (loss) before reclassifications, net of income taxes(61.5) (0.6) 
 (62.1)
Amounts reclassified from accumulated other comprehensive income (loss):       
Decrease
 
 (0.9)(a)(0.9)
Income tax impact
 
 0.3
 0.3
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes:
 
 (0.6) (0.6)
Net current period other comprehensive income (loss):(61.5) (0.6) (0.6) (62.7)
Balance, September 27, 2019$(135.8) $(0.6) $(4.5) $(140.9)
For the Nine-Month Period Ended September 28, 2018:       
Balance, December 31, 2017$10.9
 $
 $(10.3) $0.6
Adoption of accounting standards
 
 (0.2) (0.2)
Balance, January 1, 201810.9
 
 (10.5) 0.4
Other comprehensive income (loss) before reclassifications:       
Decrease(72.0) 
 
 (72.0)
Income tax impact
 
 
 
Other comprehensive income (loss) before reclassifications, net of income taxes(72.0) 
 
 (72.0)
Amounts reclassified from accumulated other comprehensive income (loss):       
Decrease
 
 (0.5)(a)(0.5)
Income tax impact
 
 0.1
 0.1
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes:
 
 (0.4) (0.4)
Net current period other comprehensive income (loss):(72.0) 
 (0.4) (72.4)
Balance, September 28, 2018$(61.1) $
 $(10.9) $(72.0)
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost. Refer to Note 8 for additional details.


NOTE 2. REVENUE
The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three and nine-month periods ended September 27, 2019 and September 28, 2018 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenue.
 Specialty Products & Technologies Equipment & Consumables Total
Three-Month Period Ended September 27, 2019:     
Geographical region:     
North America$148.8
 $178.9
 $327.7
Western Europe62.1
 65.4
 127.5
High-growth markets (a)
83.0
 75.5
 158.5
Other developed markets (a)
23.9
 21.7
 45.6
Total$317.8
 $341.5
 $659.3
      
Revenue type:     
Consumables, services and spare parts$298.4
 $181.0
 $479.4
Equipment, software and other systems19.4
 160.5
 179.9
Total$317.8
 $341.5
 $659.3
      
Three-Month Period Ended September 28, 2018:     
Geographical region:     
North America$149.9
 $189.9
 $339.8
Western Europe66.0
 71.2
 137.2
High-growth markets (a)
80.1
 79.9
 160.0
Other developed markets (a)
22.3
 20.2
 42.5
Total$318.3
 $361.2
 $679.5
      
Revenue type:     
Consumables, services and spare parts$299.5
 $178.7
 $478.2
Equipment, software and other systems18.8
 182.5
 201.3
Total$318.3
 $361.2
 $679.5
(a) The Company defines high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan).  The Company defines developed markets as all markets that are not high-growth markets.


.

 Specialty Products & Technologies Equipment & Consumables Total
Nine-Month Period Ended September 27, 2019:     
Geographical region:     
North America$450.7
 $515.7
 $966.4
Western Europe234.7
 209.0
 443.7
High-growth markets (a)
257.8
 232.2
 490.0
Other developed markets (a)
70.7
 60.3
 131.0
Total$1,013.9
 $1,017.2
 $2,031.1
      
Revenue type:     
Consumables, services and spare parts$956.6
 $532.7
 $1,489.3
Equipment, software and other systems57.3
 484.5
 541.8
Total$1,013.9
 $1,017.2
 $2,031.1
      
Nine-Month Period Ended September 28, 2018:     
Geographical region:     
North America$447.1
 $530.1
 $977.2
Western Europe253.2
 230.1
 483.3
High-growth markets (a)
249.2
 242.3
 491.5
Other developed markets (a)
73.1
 60.4
 133.5
Total$1,022.6
 $1,062.9
 $2,085.5
      
Revenue type:     
Consumables, services and spare parts$970.5
 $543.0
 $1,513.5
Equipment, software and other systems52.1
 519.9
 $572.0
Total$1,022.6
 $1,062.9
 $2,085.5
(a) The Company defines high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan).  The Company defines developed markets as all markets that are not high-growth markets.
The Company sells equipment to customers as well as consumables, spare parts and services. The Company’s Equipment & Consumables products include traditional consumables such as bonding agents and cements, impression materials, infection prevention products and restorative products, while the Company’s equipment products include treatment units, instruments, digital imaging systems, software and other visualization and magnification systems. The Company’s Specialty Products & Technologies products include implants, prosthetics, orthodontic brackets, aligners and lab products.
Remaining performance obligations related to ASC 606, Revenue From Contracts With Customers (“ASC 606”), represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations include noncancelable purchase orders, extended warranty and service and do not include revenue from contracts with customers with an original term of one year or less. While the remaining performance obligation disclosure is similar in concept to backlog, the definition of remaining performance obligations excludes contracts that provide the customer with the right to cancel or terminate for convenience with no substantial penalty, even if historical experience indicates the likelihood of cancellation or termination is remote. Additionally, the Company has elected to exclude contracts with customers with an original term of one year or less from remaining performance obligations while these contracts are included within backlog.
As of September 27, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $23 million and the Company expects to recognize revenue on the majority of this amount over the next 12 months.

The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the Consolidated and Combined Condensed Balance Sheets based on the timing of when the Company expects to recognize revenue. As of September 27, 2019 and December 31, 2018, contract liabilities were $52 million and $62 million, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated and Combined Condensed Balance Sheets. Revenue recognized during the nine-month periods ended September 27, 2019 and September 28, 2018 that was included in the contract liability balance on December 31, 2018 and at the date of adoption of ASC 606 on January 1, 2018 was $46 million and $51 million, respectively. Contract liabilities are reported on the accompanying Consolidated and Combined Condensed Balance Sheets on a contract-by-contract basis.

NOTE 3. LEASES
The Company has operating leases for office space, warehouses, distribution centers, research and development facilities, manufacturing locations and certain equipment, primarily automobiles. Many leases include one or more options to renew, some of which include options to extend the lease for up to 20 years and some leases include options to terminate the lease within 30 days. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for common area maintenance, utilities, inflation and/or changes in other indexes.
The components of operating lease expense were as follows ($ in millions):
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 27, 2019
Fixed operating lease expense (a)
$10.7
 $29.7
Variable operating lease expense1.5
 4.4
Total operating lease expense$12.2
 $34.1
(a) Includes short-term leases and sublease income, both of which were not significant.
Supplemental cash flow information related to the Company’s operating leases for the nine-month period ended September 27, 2019 was as follows ($ in millions):
Cash paid for amounts included in the measurement of operating lease liabilities$28.7
ROU assets obtained in exchange for operating lease obligations41.3

Balance at December 31, 2020$30.5 
Foreign currency translation(0.8)
Provision for credit losses3.5 
Write-offs charged against the allowance(3.6)
Recoveries(4.4)
Balance at October 1, 2021$25.2 

NOTE 5. INVENTORIES
The following table presents the lease balances within the Consolidated Condensed Balance Sheet, weighted average remaining lease term and weighted average discount rates related to the Company’s operating leasesclasses of inventory are summarized as of September 27, 2019follows ($ in millions):
October 1, 2021December 31, 2020
Finished goods$232.3 $179.3 
Work in process21.1 25.3 
Raw materials82.0 71.8 
Reserve for inventory obsolescence(61.1)(60.4)
Total$274.3 $216.0 
Lease Assets and LiabilitiesClassification 
Assets:  
Operating lease ROU assetsOther long-term assets$201.8
   
Liabilities:  
Current:  
Operating lease liabilitiesAccrued expenses and other liabilities$27.1
Long-term:  
Operating lease liabilitiesOther long-term liabilities186.7
Total operating lease liabilities $213.8
   
Weighted average remaining lease term 11 years
Weighted average discount rate 3.1%


NOTE 6. PROPERTY, PLANT AND EQUIPMENT
The following table presents the maturityclasses of the Company’s operating lease liabilitiesproperty, plant and equipment are summarized as of September 27, 2019follows ($ in millions):
October 1, 2021December 31, 2020
Land and improvements$10.8 $16.9 
Buildings and improvements172.2 148.8 
Machinery, equipment and other assets365.5 342.8 
Construction in progress42.1 84.8 
Gross property, plant and equipment590.6 593.3 
Less: accumulated depreciation(324.5)(318.7)
Property, plant and equipment, net$266.1 $274.6 
Remainder of 2019$8.4
202031.6
202126.3
202224.0
202322.6
Thereafter145.2
Total operating lease payments258.1
Less: imputed interest44.3
Total operating lease liabilities$213.8

As of September 27, 2019, the Company had no additional significant operating or finance leases that had not yet commenced.

NOTE 4. 7. GOODWILL
The following is a rollforward of the Company’s goodwill by segment ($ in millions):
Specialty Products & TechnologiesEquipment & ConsumablesTotal
Balance, December 31, 2020$2,099.0 $1,108.4 $3,207.4 
Foreign currency translation(49.7)(11.9)(61.6)
Balance, October 1, 2021$2,049.3 $1,096.5 $3,145.8 
Balance, December 31, 2018$3,325.5
Foreign currency translation(42.3)
Balance, September 27, 2019$3,283.2
The carrying value of goodwill by segment is summarized as follows ($ in millions):
 September 27, 2019 December 31, 2018
Specialty Products & Technologies$1,999.5
 $2,013.8
Equipment & Consumables1,283.7
 1,311.7
Total$3,283.2
 $3,325.5

The Company has not identified any “triggering” events which indicate an impairment of goodwill in the nine-month period ended September 27, 2019.
13
The Company will perform an annual impairment test of goodwill during the fourth quarter. Determining the fair value of a reporting unit for purposes of the goodwill impairment test is judgmental in nature and involves the use of estimates and assumptions. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the magnitude of any such charge. Estimates of fair value are primarily determined using discounted cash flows and market multiples from publicly traded comparable companies. These approaches use significant estimates and assumptions including projected future cash flows, discount rate reflecting the inherent risk in future cash flows, perpetual growth rate and determination of appropriate market comparables.


Unforeseen negative changes in future business or other market conditions for any of the Company’s reporting units including margin compression or loss of business, could cause recorded goodwill to be impaired in the future. Also, changes in estimates and assumptions the Company makes in conducting its goodwill assessment could affect the estimated fair value of the Company’s reporting units and could result in a goodwill impairment charge in a future period.
NOTE 8. ACCRUED EXPENSES AND OTHER LIABILITIES
NOTE 5. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assetsAccrued expenses and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s

classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):
October 1, 2021December 31, 2020
CurrentNoncurrentCurrentNoncurrent
Compensation and benefits$163.8 $17.0 $142.5 $13.6 
Restructuring-related employee severance, benefits and other15.3 — 23.0 — 
Pension benefits8.5 58.6 8.5 60.6 
Taxes, income and other47.8 200.6 48.3 199.8 
Contract liabilities57.0 4.5 44.6 3.6 
Sales and product allowances68.0 1.2 56.9 0.9 
Loss contingencies10.0 29.1 6.3 33.2 
Derivative financial instruments32.2 — 42.4 27.8 
Other107.3 7.2 95.3 7.5 
Total$509.9 $318.2 $467.8 $347.0 
 
Quoted Prices
in Active
Market
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
September 27, 2019:       
Assets:       
Cross-currency swap derivative contracts$
 $5.7
 $
 $5.7
        
Liabilities:       
Interest rate swap derivative contracts$
 $0.7
 $
 $0.7
Deferred compensation plans
 6.3
 
 6.3
        
December 31, 2018:       
Liabilities:       
Deferred compensation plans$
 $11.1
 $
 $11.1

Derivative Instruments
The cross-currency swap derivative contracts are used to partially hedge the Company’s net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and foreign currency current exchange rates and forward curves as inputs. The interest rate swap derivative contracts are used to reduce the variability related to interest rate payments of the senior unsecured term loan facility, as discussed further in Note 6. The interest rate swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and forward curves as inputs. Refer to Note 7 for additional information.
Deferred Compensation Plans
As further discussed in Note 15, certain management employees of the Company participate in Danaher’s nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis. All amounts deferred under this plan are unfunded, unsecured obligations of Danaher and subject to reimbursement by the Company and are presented as a component of the Company’s compensation and benefits accrual included in accrued expenses in the accompanying Consolidated and Combined Condensed Balance Sheets. Participants may choose among alternative earnings rates for the amounts they defer, which are primarily based on investment options within Danaher’s 401(k) program. Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates on investment options within Danaher’s 401(k) program. Earnings rates for amounts contributed unilaterally by Danaher are entirely based on changes in the value of Danaher’s common stock and the value of the liability is based solely on the market value of Danaher’s common stock.

Fair Value of Financial Instruments
The carrying amounts and fair values of the Company’s financial instruments were as follows ($ in millions):
 September 27, 2019
 Carrying Amount Fair Value
Assets:   
Cross-currency swap derivative contracts$5.7
 $5.7
    
Liabilities:   
Interest rate swap derivative contracts$0.7
 $0.7
Long-term debt1,304.5
 1,304.5

The fair value of long-term debt approximates the carrying value as these borrowings are based on variable market rates. The fair values of cash and cash equivalents, trade accounts receivable, net and trade accounts payable approximate their carrying amounts due to the short-term maturities of these instruments. The Company did not have any derivative contracts prior to the three-month period ended September 27, 2019.

NOTE 6. FINANCING
The components of the Company’s debt were as follows ($ in millions):
 September 27, 2019
Senior unsecured term loan facility due 2022 ($650.0 million aggregate principal amount) (the “Term Loan Facility”)$648.6
Senior unsecured euro term loan facility due 2022 (€600.0 million aggregate principal amount) (the “Euro Term Loan Facility”)655.6
Other7.8
Total debt1,312.0
Less: currently payable7.5
Long-term debt$1,304.5

Debt issuance and deferred financing costs totaled $2 million as of September 27, 2019 and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.
Long-Term Indebtedness
On September 20, 2019, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks under which Envista borrowed approximately $1.3 billion, consisting of a three-year $650 million senior unsecured term loan facility (the “Term Loan Facility”) and a three-year €600 million senior unsecured term loan facility (the “Euro Term Loan Facility” together with the “Term Loan Facility,” the “Term Loans”). The Credit Agreement also includes a five-year, $250 million senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility” and together with the “Term Loan Facility” and “Euro Term Loan Facility,” the “Senior Credit Facilities”). Pursuant to the Separation Agreement, all of the net proceeds of the Term Loans were paid to Danaher as partial consideration for the Dental business Danaher transferred to Envista, as further discussed in Note 1.
The Revolving Credit Facility includes an initial aggregate principal amount of $250 million with a $20 million sublimit for swingline loans and a $20 million sublimit for the issuance of standby letters of credit. The Company has the option to increase the amount available under the Revolving Credit Facility, subject to agreement by the lenders, by up to an additional $200 million in the aggregate. The Revolving Credit Facility can be used for working capital and other general corporate purposes. As of September 27, 2019, 0 borrowings were outstanding under the Revolving Credit Facility.
Under the Senior Credit Facilities, borrowings bear interest as follows: (1) Eurocurrency Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to the London inter-bank offered (“LIBOR”) rate plus a margin of between 0.785% and 1.625%, depending on (x) prior to receipt by the Company of a long-term debt credit rating, the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of the immediately preceding fiscal quarter

and (y) thereafter, the Company’s long-term debt credit rating; and (2) Base Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to (a) the highest of (i) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 0.50%, (ii) Bank of America’s “prime rate” as publicly announced from time to time and (iii) the Eurocurrency Rate (as defined in the Credit Agreement) plus 1.00%, plus (b) a margin of between 0.00% and 0.625%, depending on (x) prior to receipt by the Company of a long-term debt credit rating, the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter and (y) thereafter, the Company’s long-term debt credit rating. In no event will Eurocurrency Rate Loans or Base Rate Loans bear interest at a rate lower than 0%. In addition, the Company is required to pay a per annum facility fee of between 0.09% and 0.225% (depending on (x) prior to receipt by the Company of a long-term debt credit rating, the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter and (y) thereafter, the Company’s long-term debt credit rating) based on the aggregate commitments under the Revolving Credit Facility, regardless of usage.
The interest rates for borrowings under the Term Loan Facility and Euro Term Loan Facility were 3.5% and 1.2%, respectively, for the three and nine-month periods ended September 27, 2019. The Company has entered into interest rate swap derivative contracts for the Term Loan Facility, as further discussed in Note 7. The Credit Agreement requires the Company to maintain a Consolidated Leverage Ratio of 3.75 to 1.00 or less and includes a provision that the maximum Consolidated Leverage Ratio will be increased to 4.25 to 1.00 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by the Company or any subsidiary of the Company in which the purchase price exceeds $100 million. The Credit Agreement also requires the Company to maintain a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of at least 3.00 to 1.00. The Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, limit or restrict the Company’s and/or the Company’s subsidiaries ability, subject to certain exceptions and qualifications, to incur liens or indebtedness, merge, consolidate or sell or otherwise transfer assets, make dividends or distributions, enter into transactions with the Company’s affiliates and use proceeds of the debt financing for other than permitted uses. The Credit Agreement also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the lenders may declare the outstanding advances and all other obligations under the Credit Agreement immediately due and payable. The Company was in compliance with all of its debt covenants as of September 27, 2019.
The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the Revolving Credit Facility.
In addition to the Revolving Credit Facility, the Company has also entered into reimbursement agreements with various commercial banks to support the issuance of letters of credit.

NOTE 7.9.  HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses cross-currency swap derivative contracts to partially hedge its net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The cross-currency swap derivative contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. On September 20, 2019, the Company entered into cross-currency swap derivative contracts with respect to its $650$650.0 million Term Loan Facility and $650 million of these derivative contracts remained outstanding as of September 27, 2019.senior unsecured term loan facility. These contracts effectively convert the $650$650.0 million Term Loan Facilitysenior unsecured term loan facility to an obligation denominated in euroeuros and partially offsets the impact of changes in currency rates on foreign currency denominated net investments. The changes in the fair value of these instruments are recorded in accumulated other comprehensive income (loss)loss in equity, in the accompanying Condensed Consolidated Balance Sheets, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive income (loss)loss as reflected in the Company’s Consolidated and Combined Condensed Statements of Changes in Equity.Note 14. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss)loss into earningsincome during the period of change. The interest income or expense from these swaps is recorded in interest expense in the Company’s Condensed Consolidated and Combined Condensed Statements of EarningsOperations consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging fromin September 2020 to September 2022.

The Company also has foreign currency denominated long-term debt in the Euro Term Loan Facility, asamount of €208.0 million. This senior unsecured term loan facility represents a partial hedge of itsthe Company’s net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The Euro Term Loan Facilityeuro senior unsecured term loan facility is designated and qualifies as a nonderivativenon-derivative hedging instrument. Accordingly, the foreign currency translation of the Euro Term Loan Facilityeuro senior unsecured term loan facility is recorded in accumulated other comprehensive income (loss)loss in equity in the accompanying Condensed Consolidated and Combined Condensed Balance Sheets, offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive income (loss)loss in equity (see Note 14). Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss)loss into earningsincome during the period of change. The Euro Term Loan Facilityeuro senior unsecured term loan facility matures in September 2022.

2024. Refer to Note 13 for a further discussion of the above loan facilities.
The Company uses interest rate swap derivative contracts to reduce its variability of cash flows related withto interest payments of the Term Loans.with respect to its senior unsecured term loans. The interest rate swap contracts exchange interest payments based on variable rates for interest payments based on fixed rates. The changes in the fair value of these instruments are recorded in accumulated other comprehensive income (loss)loss in equity.equity (see Note 14). Any ineffective portions of the cash flow hedges are reclassified from accumulated other comprehensive income (loss)loss into earningsincome during the period of change. The interest income or expense from these swaps is recorded in interest expense in the Company’s Condensed Consolidated and Combined Condensed Statements of EarningsOperations consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from September 2020 to September 2022.
14


The following table summarizes the notional values as of September 27, 2019October 1, 2021 and October 2, 2020 and pretax impact of changes in the fair values of instruments designated as net investment hedges and cash flow hedges in accumulated other comprehensive income (loss)loss (“OCI”) for the three and nine-month periods thennine months ended October 1, 2021 and October 2, 2020 ($ in millions):

Three Months Ended
October 1, 2021
Three Months Ended
October 2, 2020
Notional Amount Gain (Loss) Recognized in OCINotional AmountGain Recognized in OCINotional AmountGain (Loss) Recognized in OCI
Three and Nine-Month Periods Ended September 27, 2019   
Interest rate contracts$650.0
 $(0.7)Interest rate contracts$250.0 $1.5 $450.0 $1.9 
Foreign currency contracts650.0
 5.7
Foreign currency contracts650.0 14.1 650.0 (30.7)
Foreign currency denominated debt656.5
 7.2
Foreign currency denominated debt241.2 5.6 703.0 (28.1)
Total$1,956.5
 $12.2
Total$1,141.2 $21.2 $1,803.0 $(56.9)
Nine Months Ended
October 1, 2021
Nine Months Ended
October 2, 2020
Notional AmountGain Recognized in OCINotional AmountLoss Recognized in OCI
Interest rate contracts$250.0 $4.8 $450.0 $(9.8)
Foreign currency contracts650.0 33.1 650.0 (20.9)
Foreign currency denominated debt241.2 19.7 703.0 (30.1)
Total$1,141.2 $57.6 $1,803.0 $(60.8)

Gains or losses related to the foreign currency contracts and foreign currency denominated debt are classified as foreign currency translation adjustments in the schedule of changes in OCI in Note 1,14, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the interest rate contracts are classified as cash flow hedge adjustments in the schedule of changes in OCI in Note 1.14. The Company did not reclassify any deferred gains or losses related to net investment and cash flow hedges from accumulated other comprehensive income (loss)loss to earningsincome during the three or nine-month periodsand nine months ended September 27, 2019.October 1, 2021 and October 2, 2020. In addition, the Company did not have any ineffectiveness related to net investment and cash flow hedges during the three or nine-month periodsand nine months ended September 27, 2019.October 1, 2021 and October 2, 2020. The cash inflows and outflows associated with the Company’s derivative contracts designated as net investment hedges are classified in all other investing activities in the accompanying Condensed Consolidated and Combined Condensed StatementStatements of Cash Flows.

The Company’s derivative instruments, as well as its nonderivativenon-derivative debt instruments designated and qualifying as net investment hedges, were classified as of September 27, 2019 in the Company’s Condensed Consolidated Condensed Balance SheetSheets as follows ($ in millions):
Derivative assets: 
Prepaid expenses and other current assets$5.7
  
Derivative liabilities: 
Accrued expense and other liabilities0.7
  
Nonderivative hedging instruments: 
Long-term debt656.5

October 1, 2021December 31, 2020
Derivative liabilities:
Accrued expenses and other liabilities$32.2 $70.2 
Nonderivative hedging instruments:
Short-term debt$— $472.0 
Long-term debt$241.2 $260.9 
Amounts related to the Company’s derivatives expected to be reclassified from accumulated other comprehensive income (loss)loss to net earningsincome during the next 12 months are not significant.


NOTE 8. DEFINED BENEFIT PLANS
The following sets forth the components of
15


NOTE 10. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s net periodic benefit cost ofassets and liabilities are required to be carried at fair value and provide for certain disclosures related to the noncontributory defined benefit pension plans ($valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in millions):
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Service cost$(2.2) $(2.6) $(6.8) $(7.5)
Interest cost(0.5) (0.5) (1.6) (1.5)
Expected return on plan assets0.7
 1.0
 2.3
 2.9
Amortization of initial net obligation
 (0.1) (0.1) (0.2)
Amortization of prior service credit0.1
 0.1
 0.1
 0.1
Amortization of net loss(0.1) (0.2) (0.3) (0.6)
Curtailment and settlement gains recognized
 1.2
 1.2
 1.2
Net periodic pension cost$(2.0) $(1.1) $(5.2) $(5.6)

The net periodic benefit cost ofactive markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the noncontributory defined benefit pension plans incurred during the threeasset or liability, including interest rates, yield curves and nine-month periods ended September 27, 2019credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation; and September 28, 2018Level 3 inputs are reflected in the following captions in the accompanying Consolidated and Combined Condensed Statements of Earnings ($ in millions):
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Service cost:       
Selling, general and administrative expenses$(2.2) $(2.6) $(6.8) $(7.5)
Other net periodic pension costs:       
Nonoperating income (expense)0.2
 1.5
 1.6
 1.9
Total$(2.0) $(1.1) $(5.2) $(5.6)

Employer Contributions
During 2019,unobservable inputs based on the Company’s cash contribution requirements forassumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its defined benefit pension plansentirety.
A summary of financial assets and liabilities that are forecasted to be $8 million. The ultimate amount to be contributed depends upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

NOTE 9. ACCRUED EXPENSES AND OTHER LIABILITIES
The components of the Company’s accrued expenses and other liabilitiesmeasured at fair value on a recurring basis were as follows ($ in millions):
 September 27, 2019 December 31, 2018
 Current Noncurrent Current Noncurrent
Contract liabilities$48.1
 $4.1
 $58.4
 $4.0
Lease liabilities27.1
 186.7
 
 
Loss contingencies50.0
 31.3
 51.2
 32.1
Bank overdrafts144.5
 
 
 
Other302.1
 317.1
 314.0
 338.1
Total$571.8
 $539.2
 $423.6
 $374.2

Quoted Prices in
Active Market
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
October 1, 2021:
Liabilities:
Interest rate swap derivative contracts$— $3.5 $— $3.5 
Cross-currency swap derivative contracts$— $28.7 $— $28.7 
Deferred compensation plans$— $15.5 $— $15.5 
December 31, 2020:
Liabilities:
Interest rate swap derivative contracts$— $8.3 $— $8.3 
Cross-currency swap derivative contracts$— $61.8 $— $61.8 
Deferred compensation plans$— $11.8 $— $11.8 

Derivative Instruments
NOTE 10.INCOME TAXES
During the periods presentedThe cross-currency swap derivative contracts are classified as Level 2 in the unaudited Consolidatedfair value hierarchy as they are measured using the income approach with the relevant interest rates and Combined Condensed Financial Statements, the Company’s operations were generally includedforeign currency current exchange rates and forward curves as inputs. The interest rate swap derivative contracts are classified as Level 2 in the tax groupingfair value hierarchy as they are measured using the income approach with the relevant interest rates and forward curves as inputs. Refer to Note 9 for additional information.
Deferred Compensation Plans
Certain management employees of other Danaher entities within the respective entity's tax jurisdiction; however, in certain jurisdictions, the Company filed separate tax returns. Priorparticipate in nonqualified deferred compensation programs that permit such employees to the Separation, the income tax expense

included in these financial statements has been calculated using the separate return basisdefer a portion of their compensation, on a pretax basis. All amounts deferred under this plan are unfunded, unsecured obligations and are presented as if the Company filed separate tax returns.
The following table summarizes the Company’s effective tax rate:
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Effective tax rate21.1% 22.7% 19.6% 22.9%

The effective tax rate for the three-month period ended September 27, 2019 differs from the U.S. federal statutory rate of 21.0% principally due to the impact of net discrete tax benefits of $3 million related primarily to excess tax benefits from stock-based compensation, changes in estimates associated with prior period uncertain tax positions and audit settlements, and tax benefits resulting from changes in tax law in certain foreign jurisdictions. These discrete tax benefits reduced the reported tax rate by 3.1%. These net tax benefits were partially offset by the impact of earnings outside the United States which generally are taxed at rates higher than the U.S. federal rate. The effective tax rate for the nine-month period ended September 27, 2019 differs from the U.S. federal statutory rate of 21.0% principally due to the aforementioned benefits, in addition to net tax benefits of $5 million recognized in the first and second quarters of 2019 related to excess tax benefits from stock-based compensation and releases of reserves upon the expiration of statutes of limitations.
The Company’s effective tax rate for the three and nine-month periods ended September 28, 2018 were slightly higher than the U.S. federal statutory rate of 21.0% due principally to the impacta component of the Company’s earnings outside the United States, which overall are taxed at rates higher than the U.S. federal rate, which was partially offset by net discrete tax benefits related primarily to excess tax benefits from stock-based compensation and benefits accrual included in accrued expenses in the accompanying Condensed Consolidated Balance Sheets (refer to Note 8). Participants may choose among alternative earnings rates for the amounts they defer, which are primarily based on investment options within the Company’s 401(k) program. Changes in the deferred compensation liability under these programs are recognized based on changes in estimates associated with the prior period uncertain tax positions and audit settlements. The effective tax rate forfair value of the three and nine-month periods ended September 28, 2018 included net tax benefits of $0.4 million and $0.2 million, respectively, related primarily to excess tax benefits from stock-based compensation and release of reserves uponparticipants’ accounts, which are based on the expiration of statutes of limitations, which were partially offsetapplicable earnings rates on investment options within the Company’s 401(k) program. Amounts voluntarily deferred by increases in estimates associated with prior period uncertain tax positions and other matters.
In connection with the Separation, Danaher andemployees into the Company entered into various separation-related agreements, including a tax matters agreement (“Tax Agreement”). The Tax Agreement distinguishes betweenstock fund and amounts contributed to participant accounts by the treatment of tax matters for pre-Separation “Joint” filings compared to pre-Separation “Separate” filings. Joint filings involve legal entities, such as thoseCompany are deemed invested in the United States, that include operations from both DanaherCompany’s common stock and the Company. By contrast, Separate filings involve certain entities (primarily outsidefuture distributions of the United States), that exclusively include either Danaher’s or the Company’s operations.
Under the Tax Agreement, for pre-Separation Joint filings, Danaher remains liable forsuch contributions will be made solely in shares of Company common stock, and has contractually assumed all income tax liabilities including applicable interest and penalties. Danaher has also indemnified the Company for all tax liabilities for Joint returns related to pre-Separation periods. For the U.S. federal portion of Joint tax liabilities, U.S. Treasury Regulations make each member of prior period U.S. consolidated tax filings severally liable to the U.S. government for any U.S. federal income tax liability incurred by the U.S. consolidated group. As of the Separation date, the amount of uncertain tax positions associated with Envista businesses that Danaher has recorded and contractually assumed related to pre-Separation periods is $20 million. Danaher is the primary obligor for such pre-Separation liabilities. The Company believes it is remote that it will have any liability for pre-Separation income tax Joint filings. Therefore, the Company has removed the liability from its balance sheet as of the Separation date by adjusting the net parent investment. This is a non-cash financing activity for purposes of the Consolidated and Combined Condensed Statements of Cash Flows and was offset by other changes in tax attributes associated with the Separation.
For the Company’s pre-Separation Separate filings, the Company is fully liable for all income tax liabilities including interest and penalties. As of the Separation date, the Company had $6 million of uncertain tax positionstherefore are not reflected in other long-term liabilities.the above amounts.
16


Fair Value of Financial Instruments
NOTE 11. COMMITMENTS AND CONTINGENCIES
For a description of the Company’s litigationThe carrying amounts and contingencies, refer to Note 14fair values of the Company’s financial statementsinstruments were as follows ($ in millions):
October 1, 2021December 31, 2020
 Carrying AmountFair ValueCarrying AmountFair Value
Liabilities:
Interest rate swap derivative contracts$3.5 $3.5 $8.3 $8.3 
Cross-currency swap derivative contracts$28.7 $28.7 $61.8 $61.8 
Convertible senior notes due 2025$426.7 $1,097.2 $411.1 $902.7 
Long-term debt$887.8 $887.8 $907.7 $907.7 
The fair value of and forlong-term debt approximates the year ended December 31, 2018 includedcarrying value as these borrowings are based on variable market rates. The fair value of the convertible senior notes due 2025 was determined based on the quoted bid price of the convertible senior notes in the Company’s Prospectus. The Company reviews the adequacy of its legal reservesan over-the-counter market on a quarterly basis and establishes reserves for loss contingencies that are both probable and reasonably estimable. The Company’s accrual for legal matters that were probable and reasonably estimable was $81 million and $83 million as of September 27, 2019October 1, 2021 and December 31, 2018, respectively,2020. The convertible senior notes are considered as Level 2 of the fair value hierarchy. The fair values of cash and includes certain estimated costscash equivalents, which consist primarily of settlement, damagesmoney market funds, time and defense.demand deposits, trade accounts receivable, net and trade accounts payable approximate their carrying amounts due to the short-term maturities of these instruments.


NOTE 11. WARRANTY
The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty periods 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 Company’s accrued warranty liability ($ in millions):
Balance at December 31, 2020$12.4 
Accruals for warranties issued during the year12.1 
Settlements made(14.4)
Effect of foreign currency translation(0.2)
Balance at October 1, 2021$9.9 
Balance, December 31, 2018$9.7
Accruals for warranties issued during the period11.8
Settlements made(11.9)
Effect of foreign currency translation(0.1)
Balance, September 27, 2019$9.5


17


NOTE 12. STOCK TRANSACTIONSLITIGATION AND STOCK-BASED COMPENSATIONCONTINGENCIES
Capital Stock
UnderThe Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. The Company has determined that the liabilities associated with certain litigation matters are probable and can be reasonably estimated and has accrued $39.1 million and $39.5 million as of October 1, 2021 and December 31, 2020, respectively, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with ASC 450-20-25. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors including, among other things, whether damages sought in the proceedings are unsubstantiated or indeterminate; legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute; procedural or jurisdictional issues; the uncertainty and unpredictability of the number of potential claims; or there are numerous parties involved. To the extent adverse verdicts have been rendered against the Company, the Company does not record an accrual until a loss is determined to be probable and can be reasonably estimated. In the Company's opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company's Condensed Consolidated Balance Sheets, is not expected to have a material adverse effect on the Company's financial position. However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company’s amendedresults of operations and restated certificatecash flows for that period.

NOTE 13. DEBT AND CREDIT FACILITIES
The components of incorporation,the Company’s debt were as follows ($ in millions):
October 1, 2021December 31, 2020
Senior term loan facility due 2024 ($650.0 aggregate principal amount) (the “Term Loan Facility”), net of deferred debt issuance costs of $2.9 and $1.9, respectively$647.1 $648.1 
Senior euro term loan facility due 2024 (€208.0 and €600.0 aggregate principal amount, respectively) (the “Euro Term Loan Facility”), net of deferred debt issuance costs of $0.5 and $1.3, respectively240.7 731.6 
Convertible senior notes due 2025 ($517.5 aggregate principal amount), net of deferred debt issuance costs of $9.4 and $10.8, respectively, and unamortized discount of $81.4 and $95.6, respectively426.7 411.1 
Other— 3.7 
Total debt1,314.5 1,794.5 
Less: current portion(426.7)(886.8)
Long-term debt$887.8 $907.7 
Unamortized debt issuance costs and discount totaled $94.2 million and $109.6 million as of October 1, 2021 and December 31, 2020, respectively, which have been netted against their respective aggregate principal amounts of the related debt in the table above, and are being amortized to interest expense over the term of the respective debt.
Long-Term Indebtedness
Credit Agreement
On September 20, 2019, the Company’s authorized capital stock consists of 500 million shares of common stockCompany entered into a credit agreement (the “Credit Agreement”) with a par valuesyndicate of $0.01 per share and 15 million shares of preferred stock with no par value per share. On September 17, 2019, the Company issued sharesbanks under which Envista borrowed approximately $1.3 billion, consisting of the Company’s common stockthree-year $650.0 million Term Loan Facility and the three-year €600.0 million Euro Term Loan Facility (together with the Term Loan Facility, the “Term Loans”). The Credit Agreement also included the five-year, $250.0 million revolving credit facility (the “Revolving Credit Facility” and together with the Term Loans, the “Senior Credit Facilities”). Pursuant to the Separation Agreement, all of the net proceeds of the Term Loans were paid to Danaher as partial consideration for the transferDental business Danaher transferred to Envista, as further discussed in Note 1.

On February 9, 2021, in connection with an amendment to the Credit Agreement, the Company repaid $472.0 million of its Euro Term Loan Facility, which was classified as short-term debt as of December 31, 2020.
18



On June 15, 2021, the Company entered into an amended and restated credit agreement (the “Amended Credit Agreement”) with a syndicate of banks including Bank of America, N.A. as administrative agent (the “Administrative Agent”). The Amended Credit Agreement amends and restates the Company’s Credit Agreement, originally dated September 20, 2019 (as amended by Amendment No. 1 to Credit Agreement dated as of May 6, 2020, Amendment No. 2 to Credit Agreement dated as of May 19, 2020, and Amendment No. 3 to Credit Agreement dated as of February 9, 2021).

Under the Amended Credit Agreement: (a) the maturity date of the Dental business by DanaherCompany’s existing Term Loans has been extended to September 20, 2024, (b) the Revolving Credit Facility has been increased from $250.0 million to $750.0 million, (c) the Company may request further increases to the Company, which, togetherRevolving Credit Facility in an aggregate amount not to exceed $350.0 million, (d) the amount of cash and cash equivalents permitted to be netted in the definition of “Consolidated Funded Indebtedness” has been increased to up to the greater of (i) $250.0 million and (ii) 50% of Consolidated EBITDA as of the most recent measurement period, and (e) the floor on Eurocurrency rate loans applicable to the Revolving Credit Facility and the Term Loan Facility has been reduced to zero, in each case subject to and in accordance with the 100terms and conditions of the Amended Credit Agreement. The Company paid fees aggregating approximately $2.1 million in connection with the Amended Credit Agreement.

The Revolving Credit Facility includes an aggregate principal amount of $750.0 million with a $20.0 million sublimit for the issuance of standby letters of credit. The Revolving Credit Facility can be used for working capital and other general corporate purposes. As of October 1, 2021 and December 31, 2020, there were no borrowings outstanding under the Revolving Credit Facility.
Under the Senior Credit Facilities, borrowings bear interest as follows: (1) Eurocurrency Rate Loans (as defined in the Amended Credit Agreement) bear interest at a variable rate equal to the London inter-bank offered (“LIBOR”) rate plus a margin of between 0.785% and 1.625%, depending on the Company’s Consolidated Leverage Ratio (as defined in the Amended Credit Agreement) as of the last day of the immediately preceding fiscal quarter; and (2) Base Rate Loans (as defined in the Amended Credit Agreement) bear interest at a variable rate equal to (a) the highest of (i) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 0.50%, (ii) Bank of America’s “prime rate” as publicly announced from time to time and (iii) the Eurocurrency Rate (as defined in the Amended Credit Agreement) plus 1.0%, plus (b) a margin of between 0.00% and 0.625%, depending on the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter. In no event will Eurocurrency Rate Loans or Base Rate Loans bear interest at a rate lower than 0.0%. In addition, the Company is required to pay a per annum facility fee of between 0.09% and 0.225% depending on the Company’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter and based on the aggregate commitments under the Revolving Credit Facility, whether drawn or not.
The interest rates for borrowings under the Term Loan Facility were 1.25% and 4.25% as of October 1, 2021 and December 31, 2020, respectively. The interest rates for borrowings under the Euro Term Loan Facility were 0.95% and 3.33% as of October 1, 2021 and December 31, 2020, respectively. Interest is payable quarterly for the Term Loans. The Company has entered into interest rate swap derivative contracts for the Term Loan Facility, as further discussed in Note 9. The Amended Credit Agreement requires the Company to maintain a Consolidated Leverage Ratio of 3.75 to 1.00 or less and includes a provision that the maximum Consolidated Leverage Ratio will be increased to 4.25 to 1.00 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by the Company or any subsidiary of the Company in which the purchase price exceeds $100.0 million. The Amended Credit Agreement also requires the Company to maintain a Consolidated Interest Coverage Ratio (as defined in the Amended Credit Agreement) of at least 3.00 to 1.00. The Amended Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, limit or restrict the Company’s and/or the Company’s subsidiaries ability, subject to certain exceptions and qualifications, to incur liens or indebtedness, merge, consolidate or sell or otherwise transfer assets, make dividends or distributions, enter into transactions with the Company’s affiliates and use proceeds of the debt financing for other than permitted uses. The Amended Credit Agreement also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the lenders may declare the outstanding advances and all other obligations under the Amended Credit Agreement immediately due and payable. The Company was in compliance with all of its debt covenants as of October 1, 2021.
19


Convertible Senior Notes (the “Notes”)

On May 21, 2020, the Company issued the Notes due on June 1, 2025, unless earlier repurchased, redeemed or converted. The aggregate principal amount, which includes the initial purchasers’ exercise in full of their option to purchase an additional $67.5 million principal amount of the Notes, was $517.5 million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $502.6 million. The Company used part of the net proceeds to pay for the capped call transactions (“Capped Calls”) as further described below. The Notes accrue interest at a rate of 2.375% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The Notes have an initial conversion rate of 47.5862 shares of the Company’s common stock previously heldper $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $21.01 per share of the Company’s common stock and is subject to adjustment upon the occurrence of specified events. The Notes are governed by Danaher resultedan indenture dated as of May 21, 2020 (the “Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The Indenture does not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness or the issuance or repurchase of the Company’s securities by the Company.

The Notes are the Company’s senior, unsecured obligations and are (i) equal in Danaher owning 127.9 millionright of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

Holders of the Notes may convert their Notes at any time on or after December 2, 2024 until the close of business on the second scheduled trading day preceding the maturity date. Holders of the Notes will also have the right to convert the Notes prior to December 2, 2024, but only upon the occurrence of specified events. Upon conversion, the Notes will be settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The Company’s current intent and policy is to settle all Notes conversions through combination settlement, satisfying the principal amount outstanding with cash and any Notes conversion value in excess of the principal amount in shares of the Company’s common stock. On September 20, 2019,If a fundamental change occurs prior to the maturity date, holders of the Notes may require the Company completedto repurchase all or a portion of their Notes for cash at a repurchase price equal to 100.0% of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert its IPO resultingNotes in connection with such an event in certain circumstances. As of October 1, 2021 and December 31, 2020, the issuancestock price exceeded 130% of an additional 30.8 million sharesthe conversion price of its common stock. No preferred shares were issued$21.01 in 20 days of the final 30 trading days ended October 1, 2021 and December 31, 2020, which satisfied one of the conditions permitting early conversion by holders of the Notes, therefore, the Notes are classified as short-term debt.

The Notes will be redeemable, in whole or outstanding asin part, at the Company’s option at any time, and from time to time, on or after June 1, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of September 27, 2019.
Eachthe Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date, but only if the last reported sale price per share of the Company’s common stock entitles the holder to one vote on all matters to be voted upon by common stockholders. The Company’s Board of Directors is authorized to issue shares of preferred stock in one or more series and has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Board’s authority to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting powerexceeds 130.0% of the holdersconversion price on (i) each of common stock, could potentially discourage attempts by third partiesat least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to obtain controlthat Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

In accounting for the issuance of the Notes, the Company through certain typesseparated the Notes into liability and equity components of takeover practices.$410.9 million and $106.6 million, respectively. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense over the term of the Notes.

20


The Company allocated the total issuance costs incurred to the liability and equity components of the Notes based on their relative values. Issuance costs attributable to the liability component of $11.9 million were recorded as a reduction to the liability portion of the Notes and will be amortized as interest expense over the term of the Notes. The issuance costs of $3.1 million attributable to the equity component were netted with the equity component in stockholders’ equity.

The Company recorded a net deferred tax liability of $20.5 million in connection with the issuance of the Notes, which was recorded to stockholders’ equity.

The following table summarizessets forth total interest expense recognized related to the Company’s stock activity (sharesNotes ($ in millions):
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Common stock - shares issued:       
Balance, beginning of period
 
 
 
Shares issued to Danaher127.9
 
 127.9
 
Issuance of common stock30.8
 
 30.8
 
Balance, end of period158.7
 
 158.7
 

Stock-Based Compensation
Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Contractual interest expense$3.1 $3.1 $9.2 $4.5 
Amortization of debt issuance costs0.5 0.4 1.4 0.6 
Amortization of debt discount4.9 4.4 14.2 6.4 
Total interest expense$8.5 $7.9 $24.8 $11.5 

For the three and nine months ended October 1, 2021, the debt discount and debt issuance costs were amortized using an annual effective interest rate of 7.3% to interest expense over the term of the Notes.

As of October 1, 2021 and December 31, 2020, the if-converted value of the Notes exceeded the outstanding principal amount by $536.0 million and $313.1 million, respectively.

Capped Call Transactions

In connection with the offering of the Notes, the Company entered into Capped Calls with certain counterparties. The Capped Calls each have an initial strike price of approximately $21.01 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $23.79 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, 2.9 million shares of the Company's common stock. The Capped Calls are generally intended to reduce or offset the potential dilution from shares of common stock issued upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a full descriptioncap based on the cap price. As the Capped Call transactions are considered indexed to the Company's own stock and are considered equity classified, they are recorded in equity and are not accounted for as derivatives. The cost of $20.7 million incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital.

21


NOTE 14.ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component are summarized below ($ in millions).
Foreign Currency Translation AdjustmentsUnrealized Loss on Cash Flow HedgesUnrealized Pension CostsTotal Accumulated Other Comprehensive Loss
Three Months Ended October 1, 2021
Balance, July 2, 2021$(101.8)$(3.8)$(23.3)$(128.9)
Other comprehensive loss before reclassifications:
(Decrease) increase(20.2)1.5 — (18.7)
Income tax impact(4.8)(0.4)— (5.2)
Other comprehensive loss before reclassifications, net of income taxes(25.0)1.1 — (23.9)
Amounts reclassified from accumulated other comprehensive loss:
Increase— — 0.2 0.2 
Income tax impact— — — — 
Amounts reclassified from accumulated other comprehensive income, net of income taxes— — 0.2 0.2 
Net current period other comprehensive (loss) income, net of income taxes(25.0)1.1 0.2 (23.7)
Balance, October 1, 2021$(126.8)$(2.7)$(23.1)$(152.6)

Foreign Currency Translation AdjustmentsUnrealized Loss on Cash Flow HedgesUnrealized Pension CostsTotal Accumulated Other Comprehensive Loss
Three Months Ended October 2, 2020
Balance, July 3, 2020$(120.5)$(8.8)$(27.2)$(156.5)
Other comprehensive income before reclassifications:
Increase4.0 1.9 — 5.9 
Income tax impact14.6 (0.4)— 14.2 
Other comprehensive income before reclassifications, net of income taxes18.6 1.5 — 20.1 
Amounts reclassified from accumulated other comprehensive loss:
Increase— — 0.3 0.3 
Income tax impact— — (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive income, net of income taxes— — 0.2 0.2 
Net current period other comprehensive income, net of income taxes18.6 1.5 0.2 20.3 
Balance, October 2, 2020$(101.9)$(7.3)$(27.0)$(136.2)

22


Foreign Currency Translation AdjustmentsUnrealized Loss on Cash Flow HedgesUnrealized Pension CostsTotal Accumulated Other Comprehensive Loss
Nine Months Ended October 1, 2021
Balance, December 31, 2020$(62.5)$(6.3)$(23.0)$(91.8)
Other comprehensive (loss) income before reclassifications:
(Decrease) increase(51.2)4.8 — (46.4)
Income tax impact(13.1)(1.2)— (14.3)
Other comprehensive (loss) income before reclassifications, net of income taxes(64.3)3.6 — (60.7)
Amounts reclassified from accumulated other comprehensive loss:
Increase— — — — 
Income tax impact— — (0.1)(0.1)
Amounts reclassified from accumulated other comprehensive loss, net of income taxes— — (0.1)(0.1)
Net current period other comprehensive (loss) income, net of income taxes(64.3)3.6 (0.1)(60.8)
Balance, October 1, 2021$(126.8)$(2.7)$(23.1)$(152.6)
Foreign Currency Translation AdjustmentsUnrealized Gain (Loss) on Cash Flow HedgesUnrealized Pension CostsTotal Accumulated Other Comprehensive Loss
Nine Months Ended October 2, 2020
Balance, December 31, 2019$(116.4)$0.1 $(27.9)$(144.2)
Other comprehensive loss before reclassifications:
Increase (decrease)1.9 (9.8)— (7.9)
Income tax impact12.6 2.4 — 15.0 
Other comprehensive income (loss) before reclassifications, net of income taxes14.5 (7.4)— 7.1 
Amounts reclassified from accumulated other comprehensive loss:
Increase— — 1.1 1.1 
Income tax impact— — (0.2)(0.2)
Amounts reclassified from accumulated other comprehensive loss, net of income taxes— — 0.9 0.9 
Net current period other comprehensive income (loss), net of income taxes14.5 (7.4)0.9 8.0 
Balance, October 2, 2020$(101.9)$(7.3)$(27.0)$(136.2)


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NOTE 15. REVENUE
The following table presents the Company’s revenues disaggregated by geographical region for the three and nine months ended October 1, 2021 and October 2, 2020 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenues. The Company has historically defined emerging markets as developing markets of the world, which prior to the COVID-19 pandemic, have experienced extended periods of accelerated growth in gross domestic product and infrastructure, which includes Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan and Australia). The Company defines developed markets as all markets of the world that are not emerging markets.
Three Months Ended October 1, 2021Three Months Ended October 2, 2020
Specialty Products & TechnologiesEquipment & ConsumablesTotalSpecialty Products & TechnologiesEquipment & ConsumablesTotal
Geographical region:
North America$165.4 $164.0 $329.4 $147.4 $157.2 $304.6 
Western Europe76.7 27.0 103.7 69.1 25.3 94.4 
Other developed markets23.4 9.3 32.7 22.5 9.0 31.5 
Emerging markets97.9 43.6 141.5 77.9 38.8 116.7 
Total$363.4 $243.9 $607.3 $316.9 $230.3 $547.2 

Nine Months Ended October 1, 2021Nine Months Ended October 2, 2020
Specialty Products & TechnologiesEquipment & ConsumablesTotalSpecialty Products & TechnologiesEquipment & ConsumablesTotal
Geographical region:
North America$502.8 $491.9 $994.7 $354.2 $355.5 $709.7 
Western Europe267.8 89.3 357.1 172.5 55.7 228.2 
Other developed markets74.2 31.1 105.3 59.5 22.8 82.3 
Emerging markets271.3 128.7 400.0 187.9 104.7 292.6 
Total$1,116.1 $741.0 $1,857.1 $774.1 $538.7 $1,312.8 

Sales by Major Product Group:
Three Months EndedNine Months Ended
($ in millions)October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Consumables$493.7 $459.0 $1,541.6 $1,090.7 
Equipment113.6 88.2 315.5 222.1 
Total$607.3 $547.2 $1,857.1 $1,312.8 
Remaining Performance Obligations
Remaining performance obligations include noncancelable purchase orders, extended warranty and service agreements and do not include revenue from contracts with customers with an original term of one year or less.
As of October 1, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $28.0 million and the Company expects to recognize revenue on the majority of this amount over the next 12 months.
24


Contract Liabilities
The Company often receives cash payments from customers in advance of the Company’s stock-based compensation programs, referperformance resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the Condensed Consolidated Balance Sheets based on the timing of when the Company expects to Note 15recognize revenue. As of the Company’s financial statements as ofOctober 1, 2021 and for the year ended December 31, 20182020, the contract liabilities were $61.5 million and $48.2 million, respectively, and are included within the Company’s Prospectus.

The Company had no stock-based compensation plans prior to the Separation; however certain employees of the Company participated in Danaher's stock-based compensation plans, which provided for the grants of stock options, performance stock units (“PSUs”)accrued expenses and restricted stock units (“RSUs”) among other types of awards. The expense associated with the Company's employees who participated in the plans is allocated to the Companyliabilities and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. Revenue recognized during the nine months ended October 1, 2021 and Combined Condensed Statements of Earnings. AfterOctober 2, 2020 that was included in the Separation, these employees continue to participate in Danaher’s stock-based compensation plans with respect to pre-Separation awards. Outstanding Danaher equity awards held by the Company’s employeescontract liability balance at the time of the Distribution (if pursued) generally will be converted entirely into equivalent awards with respectDecember 31, 2020 and December 31, 2019 was $34.4 million and $34.7 million, respectively.
Significant Customers
Sales to the Company’s common stock at the timelargest customer were 12% of the Distribution, with adjustments to preserve the aggregate value of the awards. At the time of the Distribution (if pursued), outstanding equity awards of Danaher held by the Company’s employees will be converted into or replaced with awards of the Company’s common stock under the Company’s equity plan based on the “concentration method,” and will be adjusted to maintain the economic value before and after the Distribution date using the respective, relative fair market value of each of the Danaher common stock and the Company common stock.  The equity awards the Company issues in replacement of Danaher's performance-based RSUs and PSUs will retain the same terms (e.g., vesting date, expiration date and post-vesting holding period) as of the date of the conversion, except that the performance-based vesting conditions will no longer apply.
The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
RSUs/PSUs:       
Pretax compensation expense$2.2
 $2.3
 $7.8
 $5.8
Income tax benefit(0.4) (0.6) (1.7) (1.4)
RSUs/PSUs expense, net of income taxes1.8
 1.7
 6.1
 4.4
Stock options:       
Pretax compensation expense1.4
 1.4
 4.7
 3.7
Income tax benefit(0.1) (0.3) (1.0) (0.8)
Stock option expense, net of income taxes1.3
 1.1
 3.7
 2.9
Total stock-based compensation:       
Pretax compensation expense3.6
 3.7
 12.5
 9.5
Income tax benefit(0.5) (0.9) (2.7) (2.2)
Total stock-based compensation expense, net of income taxes$3.1
 $2.8
 $9.8
 $7.3

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated and Combined Condensed Statements of Earnings. Forsales for both the three and nine-month periodsnine months ended September 27, 2019, stock-based compensation consisted of bothOctober 1, 2021. Sales to the Company’s largest customer were 12% and Danaher’s equity awards. For both9% of sales in the three and nine-month periodsnine months ended September 28, 2018, stock-based compensation consistedOctober 2, 2020, respectively.

Seasonality
Based on historical experience, the Company generally has more sales in the second half of Danaher equity awards.the calendar year than in the first half of the calendar year, with the first quarter typically having the lowest sales of the year. Based on historical customer buying patterns, the Company generally has more sales in the fourth quarter than in any other quarter of the year, driven in particular by capital spending in the Equipment & Consumables segment. As a result of September 27, 2019, $24 millionthis seasonality in sales, profitability in the Equipment & Consumables segment also tends to be higher in the second half of total unrecognized compensationthe year. There are no assurances that these historical trends will continue in the future and the ongoing COVID-19 pandemic may impact these trends.

NOTE 16. RESTRUCTURING ACTIVITIES AND RELATED IMPAIRMENTS
Restructuring Activities
The Company’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing the Company’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
The liability related to RSUs/PSUsthe Company’s restructuring activities, which is expectedincluded in accrued liabilities in the Condensed Consolidated Balance Sheets, is summarized below ($ in millions):
Employee Severance
and Related
Facility Exit
and Related
Total
Balance, December 31, 2020$17.8 $5.2 $23.0 
Costs incurred12.9 3.4 16.3 
Paid/settled(17.0)(7.0)(24.0)
Balance, October 1, 2021$13.7 $1.6 $15.3 
Restructuring related charges recorded for the three and nine months ended October 1, 2021 and October 2, 2020, by segment, were as follows ($ in millions): 
Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Specialty Products & Technologies$8.2 $11.5 $15.2 $28.0 
Equipment & Consumables0.1 3.8 4.5 20.2 
Other0.3 1.9 4.1 5.6 
Total$8.6 $17.2 $23.8 $53.8 
25


The restructuring related charges incurred during the three and nine months ended October 1, 2021 and October 2, 2020, are reflected in the following captions in the accompanying Condensed Consolidated Statements of Operations ($ in millions):
Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Cost of sales$1.0 $3.3 $6.9 $10.3 
Selling, general and administrative expenses7.6 13.9 16.9 43.5 
Total$8.6 $17.2 $23.8 $53.8 

NOTE 17. INCOME TAXES
The Company’s effective tax rates from continuing operations of (14.7)% and (1.7)% for the three and nine months ended October 1, 2021 differ from the U.S. federal statutory tax rate of 21.0%, primarily due to be recognized overan income tax benefit from the recognition of an amortizable deferred tax asset associated with the value of a weighted average periodtax basis step-up of approximatelycertain of the Company’s Swiss assets and a decrease in the valuation allowance on certain of the Company’s Swiss net operating losses in 2021. The Company’s effective tax rates from continuing operations of 38.5% and 31.4% for the three years. Asand nine months ended October 2, 2020 differ from the U.S. federal statutory rate of September 27, 2019, $21 million21.0%, primarily due to the impact of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average periodCOVID-19 on the Company’s geographical mix of approximately three years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.earnings.

NOTE 13. 18.NET EARNINGS (LOSS) PER SHARE
Basic netAll earnings (loss) per share (“EPS”) isare calculated by dividing net earningsthe applicable income (loss) by the weighted average number of shares of common stock outstanding for the applicable period. Diluted net EPSearnings per share is computed based on the weighted average number of common shares outstanding increasedplus the effect of dilutive potential shares outstanding during the period using the treasury stock method. Dilutive potential common shares include employee equity options, non-vested shares and similar instruments granted by the number of additional shares that would have been outstanding hadCompany and the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuanceassumed conversion impact of the potentially dilutive shares.
Notes. The Company’s issuance of shares of its common stockcurrent intent and policy is to Danaher as partial consideration forsettle all Notes conversions through a combination settlement by satisfying the transferprincipal amount outstanding with cash and any Notes conversion value in excess of the Dental business by Danaher to the Company on September 17, 2019, together with the 100principal amount in shares of the Company’s common stock. As such, the Company uses the treasury stock previously held by Danaher, resultedmethod for the assumed conversion of the Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share. As the Company intends and has the ability to settle the principal amount of the Notes in 127.9 million sharescash upon conversion, the Notes do not have an impact on the Company's diluted earnings per share until the average share price of the Company’s common stock being held by Danaher, which are being utilizedexceeds the conversion price of $21.01 per share in any applicable period. See the computation of earnings (loss) per share below for the calculationdilutive impact of both basicthe Notes for the three and diluted EPS for all prior periods presented. nine months ended October 1, 2021 and October 2, 2020.

In connection with the IPO, an additional 30.8 million shares were issued on September 20, 2019.

For both the three and nine-month periods ended September 27, 2019 and September 28, 2018, the Company’s stock-based compensation expense includes expense for Danaher equity awards granted to certainoffering of the Company’s employees. As these equity awards relate to Danaher common stock, rather than common stock ofNotes, the Company the calculation of diluted EPS does not includeentered into Capped Calls (see further discussion in Note 13), which are intended to reduce or offset the potential dilutive impact of these equity awards. At the time of the Distribution (if pursued), the equity awards held by certain employees to purchase Danaherdilution from shares will be converted into equity awards to purchase the Company’s shares and the converted equity awards will then be included in the Company’s calculation of diluted EPS.
Information related to the calculation of net earnings per share of common stock forissued upon conversion of the threeNotes. However, this impact is not included when calculating potentially dilutive shares since their effect is anti-dilutive. The Capped Calls will mitigate dilution from the conversion of the Notes up to the Company’s common stock price of $23.79. If the Notes are converted at a price higher than $23.79 per share, the Capped Calls will no longer mitigate dilution from the conversion of the Notes.

26


The table below presents the computation of basic and nine-months ended September 27, 2019 and September 28, 2018, is summarized as followsdiluted earnings (loss) per share ($ and shares in millions, except per share amounts):
Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Numerator:
Income (loss) from continuing operations$80.2 $23.6 $221.0 $(48.6)
Income (loss) from discontinued operations, net of tax$12.7 $12.0 $33.7 $(26.5)
Net income (loss)$92.9 $35.6 $254.7 $(75.1)
Denominator:
Weighted-average common shares outstanding used in basic earnings (loss) per share161.5 159.7 161.1 159.4 
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive restricted stock units4.3 2.0 4.4 — 
Assumed conversion of the Notes12.3 2.2 12.0 — 
Weighted average common shares outstanding used in diluted earnings (loss) per share178.1 163.9 177.5 159.4 
Earnings (loss) per share:
Earnings (loss) from continuing operations - basic$0.50 $0.15 $1.37 $(0.30)
Earnings (loss) from continuing operations - diluted$0.45 $0.14 $1.25 $(0.30)
Earnings (loss) from discontinued operations - basic$0.08 $0.08 $0.21 $(0.17)
Earnings (loss) from discontinued operations - diluted$0.07 $0.07 $0.19 $(0.17)
Earnings (loss) - basic$0.58 $0.22 *$1.58 $(0.47)
Earnings (loss) - diluted$0.52 $0.22 *$1.43 *$(0.47)
* Earnings (loss) per share is computed independently for earnings (loss) per share from continuing operations and earnings (loss) per share from discontinued operations. The sum of earnings (loss) per share from continuing operations and earnings (loss) per share from discontinued operations does not equal earnings (loss) per share due to rounding.
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Numerator:       
Net earnings$62.1
 $64.1
 $161.5
 $179.5
        
Denominator:       
Weighted average common shares outstanding used in basic and diluted EPS130.6
 127.9
 128.8
 127.9
        
Basic and diluted EPS$0.48
 $0.50
 $1.25
 $1.40

The following table presents the number of outstanding securities not included in the computation of diluted income per share, because their effect was anti-dilutive (in millions):

Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Stock-based awards1.4 4.2 1.2 1.9 
Notes— — — 0.8 
Total1.4 4.2 1.2 2.7 



NOTE 14. 19. SEGMENT INFORMATION
The Company operates and reports its results in 2 separate business segments, the Specialty Products & Technologies and Equipment & Consumables segments. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. Operating profit represents total revenues less operating expenses, excluding nonoperating income (expense) and income taxes. Operating profit amounts in the Other segment consist of unallocated corporate costs and other costs not considered part of management’s evaluation of reportable segment operating performance. IntersegmentThe identifiable assets by segment are those used in each segment’s operations. Inter-segment amounts are not significant and are eliminated to arrive at combinedconsolidated totals.

27


The Company’s Specialty Products & Technologies products include implants, prosthetics, orthodontic brackets, aligners and lab products. The Company’s Equipment & Consumables products include traditional consumables such as bonding agents and cements, impression materials, infection prevention products and restorative products, while the Company’s equipment products include digital imaging systems, software and other visualization and magnification systems.

On September 7, 2021, the Company entered into a master sale and purchase agreement to sell its KaVo Treatment Unit and Instrument Business, which is part of the Company’s Equipment & Consumables segment. The previously reported amounts for the KaVo Treatment Unit and Instrument Business have been reclassified to discontinued operations for all periods presented. All segment information and descriptions exclude the KaVo Treatment Unit and Instrument Business. Refer to Note 3 for more information on the Company’s discontinued operations.

Segment results arerelated information is shown below ($ in millions):
Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Sales:
Specialty Products & Technologies$363.4 $316.9 $1,116.1 $774.1 
Equipment & Consumables243.9 230.3 741.0 538.7 
Total$607.3 $547.2 $1,857.1 $1,312.8 
Operating profit (loss) and reconciliation to income (loss) before taxes from continuing operations:
Specialty Products & Technologies$61.5 $41.4 $211.6 $26.2 
Equipment & Consumables45.4 38.9 131.0 11.0 
Other(25.2)(18.7)(82.5)(67.2)
Operating profit (loss)81.7 61.6 260.1 (30.0)
Nonoperating income (expense):
   Other income0.2 0.2 0.8 0.4 
   Interest expense, net(12.0)(23.4)(43.6)(41.2)
Income (loss) before taxes from continuing operations$69.9 $38.4 $217.3 $(70.8)
Identifiable assets:October 1, 2021December 31, 2020
Specialty Products & Technologies$3,537.3 $3,773.3 
Equipment & Consumables1,880.6 1,695.3 
Held for Sale468.0 482.9 
Other676.1 924.5 
Total$6,562.0 $6,876.0 
28
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Sales:       
Specialty Products & Technologies$317.8
 $318.3
 $1,013.9
 $1,022.6
Equipment & Consumables341.5
 361.2
 1,017.2
 1,062.9
Total$659.3
 $679.5
 $2,031.1
 $2,085.5
        
Operating profit:       
Specialty Products & Technologies$54.6
 $51.5
 $175.2
 $186.7
Equipment & Consumables31.1
 36.9
 48.1
 63.8
Other(7.0) (7.0) (23.8) (19.7)
Total$78.7
 $81.4
 $199.5
 $230.8
Segment identifiable assets are shown below ($ in millions):

 September 27, 2019 December 31, 2018
Specialty Products & Technologies$3,665.2
 $3,539.1
Equipment & Consumables2,219.9
 2,294.1
Other233.3
 8.4
Total$6,118.4
 $5,841.6


NOTE 15. RELATED-PARTY TRANSACTIONS
As described in Note 1, in connection with the Separation, Danaher transferred to the Company substantially all of its Dental business in exchange for approximately $2.0 billion of cash proceeds and 127.9 million shares of the Company’s common stock. In addition, the Company entered into a Separation Agreement, a transition services agreement, the Tax Agreement, an employee matters agreement, an intellectual property matters agreement, a DBS license agreement and a registration rights agreement with Danaher in connection with the Separation.
The Company has historically operated as part of Danaher and not as a separate, publicly-traded company. Accordingly, Danaher has allocated certain shared costs to the Company that are reflected as expenses in these Consolidated and Combined Condensed Financial Statements for the periods prior to Separation. Management considers the allocation methodologies used by Danaher to be reasonable and to appropriately reflect the related expenses attributable to the Company for purposes of the combined financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses the Company will incur in the future.

Corporate Expenses
Certain corporate overhead and shared expenses incurred by Danaher and its subsidiaries have been allocated to the Company and are reflected in the Consolidated and Combined Condensed Statements of Earnings. These amounts include, but were not limited to, items such as general management and executive oversight, costs to support Danaher information technology infrastructure, facilities, compliance, human resources and legal functions and financial management and transaction processing including public company reporting, consolidated tax filings and tax planning, Danaher benefit plan administration, risk management and consolidated treasury services, certain employee benefits and incentives and stock based compensation administration. These costs were allocated using methodologies that management believes are reasonable for the item being allocated. Allocation methodologies included the Company’s relative share of revenues, headcount or functional spend as a percentage of the total.
Insurance Programs Administered by Danaher
In addition to the corporate allocations discussed above, the Company was allocated expenses related to certain insurance programs Danaher administered on behalf of the Company, including workers’ compensation, property, cargo, automobile, crime, fiduciary, product, general and directors’ and officers’ liability insurance. These policies covered amounts in excess of the self-insured retentions. The insurance costs of these policies were allocated by Danaher to the Company and its other businesses using various methodologies related to the respective, underlying exposure base.
For the self-insured component of the policies referenced above, Danaher allocated costs to the Company based on the Company’s incurred claims. An estimated liability relating to the Company’s known and incurred but not reported claims has also been allocated to the Company and reflected on the accompanying Consolidated and Combined Condensed Balance Sheets.
Medical Insurance Programs Administered by Danaher
In addition to the corporate allocations noted above, the Company was allocated expenses related to the medical insurance programs Danaher administers on behalf of the Company. These amounts were allocated using actual medical claims incurred during the period for the associated employees attributable to the Company.
Deferred Compensation Program Administered by Danaher
Certain of the Company’s management employees participate in Danaher’s nonqualified deferred compensation programs that permit participants to defer a portion of their compensation, on a pretax basis. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within Danaher’s 401(k) program (except that the earnings rates for amounts contributed unilaterally by Danaher are entirely based on changes in the value of Danaher’s common stock). All amounts deferred under this plan are unfunded, unsecured obligations of Danaher and subject to reimbursement by the Company.
The amounts of related party expenses allocated to the Company from Danaher and its subsidiaries were as follows ($ in millions):
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Allocated corporate expenses$7.2
 $7.8
 $23.2
 $23.1
Directly related charges:       
Insurance programs expenses0.8
 1.0
 2.7
 2.9
Medical insurance programs expenses11.0
 13.0
 35.5
 39.4
Deferred compensation program expenses0.1
 0.2
 0.7
 0.8
Total related-party expenses$19.1
 $22.0
 $62.1
 $66.2

Right of Use Assets and Lease Liabilities
The Company has real estate leases with Danaher. The ROU assets and related lease liabilities related to these leases are $25 million and $26 million, respectively, as of September 27, 2019. The ROU assets are included in “Other long-term assets” and $3 million of current and $23 million of long-term portion of the lease liabilities are included in “Accrued expenses and other liabilities” and “Other long-term liabilities,” respectively, in the Consolidated and Combined Condensed Balance Sheets.

Revenue and other transactions entered into in the ordinary course of business
Certain of the Company’s revenue arrangements relate to contracts entered into in the ordinary course of business with Danaher and Danaher affiliates. The amount of related party revenue was not significant for the three and nine-month periods ended September 27, 2019 and September 28, 2018.
IPO
In connection with the IPO, Danaher incurred $7 million in fees and expenses on the Company’s behalf.




ITEMItem 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Envista Holdings Corporation (together with its subsidiaries, “Envista,” the “Company,” “we,” “us” or “our”) provides products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. With leading brand names, innovative technology and significant market positions, the Company is a leading worldwide provider of a broad range of dental implants, orthodontic appliances, general dental consumables, equipment and services and is dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. The Company’s research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.
Envista is a leading manufacturer of value-added products for the dental profession, including the specialty markets of orthodontics and implantology. As a global provider of dental consumables, equipment and services, the Company’s operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, management does not use any indices other than general economic trends to assess our overall outlook. The Company’s individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.
Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the Company’s financial statements with a narrative from the perspective of Company management. This
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unauditedother information, including our Condensed Consolidated and Combined Condensed Financial Statements and accompanying footnotesrelated notes included in Part I, Item 1, Financial Information, of this Quarterly Report on Form 10-Q, our consolidated and combined financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”), and Part III, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q. Certain statements in this Item 2 of Part I of this Quarterly Report on Form 10-Q constitute forward-looking statements. Various risksUnless the context otherwise requires, all references herein to the “Company,” “we,” “us” or “our,” or similar terms, refer to Envista Holdings Corporation and uncertainties, including those discussed in "Forward-Looking Statements" and in “Risk Factors” included in the Company’s Prospectus filed on September 18, 2019, may cause the Company’s actual results, financial position and cash generated from operations to differ materially from these forward-looking statements. The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations is divided into six sections:its consolidated subsidiaries.
Information Relating to Forward-Looking Statements
Basis of Presentation
Overview
Results of Operations
Liquidity and Capital Resources
Critical Accounting Estimates

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this quarterly report, in other documents the Company files with or furnishes to the Securities and Exchange Commission, in the Company’s press releases, webcasts, conference calls, materials delivered to stockholders and other communications,Quarterly Report are “forward-looking statements” within the meaning of the United StatesU.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: the potential impacts of the COVID-19 pandemic on our business, financial condition, and results of operations; projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets the Company sellswe sell into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals;approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors. factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the following: the impact of the COVID-19 pandemic, including new variants of the virus, the pace of recovery in the markets in which we operate, global supply chain disruptions and potential staffing shortages due to any federal, state or local vaccine mandates, the conditions in the U.S. and global economy, the markets served by us and the financial markets, the impact of our debt obligations on our operations and liquidity, developments and uncertainties in trade policies and regulations, contractions or growth rates and cyclicality of markets we serve, the effect of the Divestiture on our business relationships, operating results, share price or business generally, the occurrence of any event or other circumstances that could give rise to the termination of the Purchase Agreement, the failure to satisfy any of the conditions to completion of the Divestiture, the failure to realize the expected benefits resulting from the Divestiture,fluctuations in inventory of our distributors and customers, loss of a key distributor, our relationships with and the performance of our channel partners, competition, our ability to develop and successfully market new products and services, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, penalties associated with any off-label marketing of our products, modifications to our products that require new marketing clearances or authorizations, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments, our ability to integrate the businesses we acquire and achieve the anticipated benefits of such acquisitions, contingent liabilities relating to acquisitions, investments and divestitures, significant restrictions and/or potential liability based on tax implications of transactions with Danaher, security breaches or other disruptions of our information technology systems or violations of data privacy laws, our ability to adequately protect our intellectual property, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, our ability to maintain effective internal control over financial reporting, risks relating to product, service or software defects, risks relating to product manufacturing, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole or limited sources of supply, the impact of regulation on demand for our products and services, labor matters, international economic, political, legal, compliance and business factors and disruptions relating to war, terrorism, widespread protests and civil unrest, man-made and natural disasters, public health issues and other events, and other risks and uncertainties set forth under “Item 1A. Risk Factors” in the 2020 10-K and this Quarterly Report on Form 10-Q.

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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. Important factors that in some cases have affected the Company in the past and that in the future could cause actual results to differ materially from those envisaged in the forward-lookingForward-looking statements include the following:
Conditions in the global economy, the particular markets the Company serves and the financial markets may adversely affect our business and financial statements.
Significant developments or uncertainties stemming from the U.S. administration, including changes in U.S. trade policies, tariffs and the reaction of other countries thereto, could have an adverse effect on our business.
Our growth could suffer if the markets into which the Company sells its products and services decline, do not grow as anticipated or experience cyclicality.
Inventories maintained by our distributors and customers may fluctuate from time to time.
The Company is dependent upon a limited number of distributors for a significant portion of our sales, and loss of a key distributor could result in a loss of a significant amount of our sales. In addition, 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.
The Company faces intense competition and if it is unable to compete effectively, the Company may experience decreased demand and decreased market share. Even if the Company competes effectively, it may be required to reduce prices for its products and services.
The Company’s growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.
The Company’s reputation, ability to do business and financial statements may be impaired by improper conduct by any of its employees, agents or business partners.
Certain of the Company’s businesses are subject to extensive regulation by the United States Food and Drug Administration and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the health care industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our reputation, ability to do business and financial statements.
Certain of the Company’s products may be subject to clinical trials, the results of which may be unexpected, or perceived as unfavorable by the market, and could have a material adverse effect on our business, financial condition or results of operations.
Off-label marketing of our products could result in substantial penalties.
Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require the Company to recall or cease marketing our products.
The industries that the Company serves have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect the Company’s financial statements.
Any inability to consummate acquisitions at the Company’s historical rate and at appropriate prices, and to make appropriate investments that support the Company’s long-term strategy, could negatively impact the Company’s growth rate and stock price.
The Company’s acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact the Company’s financial statements.
The indemnification provisions of acquisition agreements by which the Company has acquired companies may not fully protect the Company and as a result the Company may face unexpected liabilities.
Divestitures or other dispositions could negatively impact the Company’s business, and contingent liabilities from businesses that the Company or its predecessors have sold could adversely affect the Company’s financial statements.

A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect the Company’s business, reputation and financial statements.
The Company’s operations, products and services expose it to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect the Company’s business, reputation and financial statements.
The Company’s businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect the Company’s financial statements and the Company’s business, including its reputation.
The Company may be required to recognize impairment charges for our goodwill and other intangible assets.
Foreign currency exchange rates may adversely affect the Company’s financial statements.
Changes in the Company’s tax rates or exposure to additional income tax liabilities or assessments could affect the Company’s profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.
Changes in tax law relating to multinational corporations could adversely affect the Company’s tax position.
The Company is subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect the Company’s business and financial statements.
If the Company does not or cannot adequately protect its intellectual property, or if third parties infringe the Company’s intellectual property rights, the Company may suffer competitive injury or expend significant resources enforcing its rights.
Third parties may claim that the Company is infringing or misappropriating their intellectual property rights and the Company could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
Defects and unanticipated use or inadequate disclosure with respect to the Company’s products or services (including software), or allegations thereof, could adversely affect the Company’s business, reputation and financial statements.
The manufacture of many of the Company’s products is a highly exacting and complex process, and if the Company directly or indirectly encounters problems manufacturing products, the Company’s reputation, business and financial statements could suffer.
The Company’s financial results are subject to fluctuations in the cost and availability of commodities that the Company uses in its operations.
If the Company cannot adjust its manufacturing capacity or the purchases required for the Company’s manufacturing activities to reflect changes in market conditions and customer demand, the Company’s profitability may suffer. In addition, the Company’s reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies.
The Company’s restructuring actions could have long-term adverse effects on the Company’s business.
Changes in governmental regulations may reduce demand for the Company’s products or services or increase the Company’s expenses.
Work stoppages, union and works council campaigns and other labor disputes could adversely impact the Company’s productivity and results of operations.
International economic, political, legal, compliance and business factors could negatively affect the Company’s financial statements.
Significant developments stemming from the United Kingdom’s referendum on membership in the European Union could have an adverse effect on the Company.
If the Company suffers losses to its facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, the Company’s operations could be seriously harmed.
The Company’s defined benefit pension plans are subject to financial market risks that could adversely affect the Company’s financial statements.
The Company’s ability to attract, develop and retain talented executives and other key employees is critical to our success.

Danaher controls the direction of the Company’s business, and the concentrated ownership of the Company’s common stock may prevent you and other stockholders from influencing significant decisions.
The distribution of Danaher’s remaining interest in the Company may not occur.
If Danaher sells a controlling interest in the Company to a third party in a private transaction, you may not realize any change-of-control premium on shares of the Company’s common stock and the Company may become subject to the control of a presently unknown third party.
The Distribution or future sales by Danaher or others of the Company’s common stock, or the perception that the Distribution or such sales may occur, could depress the Company’s common stock price.
The Company is a “controlled company” within the meaning of the rules oftheNYSEand, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirements.
Danaher and its directors and officers have limited liability to the Company or you for breach of fiduciary duty.
The Company’s customers, prospective customers, suppliers or other companies with whom the Company conducts business may conclude that the Company’s financial stability as a separate, publicly-traded company is insufficient to satisfy their requirements for doing or continuing to do business with them.
In connection with the Company’s Separation from Danaher, Danaher indemnified the Company for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure the Company against the full amount of such liabilities, or that Danaher’s ability to satisfy its indemnification obligation will not be impaired in the future.
If Danaher completes the Distribution, and there is later a determination that the Separation and/or the Distribution is taxable for U.S. federal income tax purposes because the facts, assumptions, representations or undertakings underlying the IRS private letter ruling and/or any tax opinion are incorrect or for any other reason, then Danaher and its stockholders could incur significant U.S. federal income tax liabilities, and the Company could incur significant liabilities.
The Company may be affected by significant restrictions, including the Company’s ability to engage in certain corporate transactions for a two-year period after the Distribution in order to avoid triggering significant tax-related liabilities.
Certain of the Company’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Danaher. Also, certain of Danaher’s current executive officers are the Company’s directors, which may create conflicts of interest or the appearance of conflicts of interest.
Danaher may compete with the Company.
The Company may not achieve some or all of the expected benefits of the Separation, and the Separation may adversely affect the Company’s businesses.
The Company may have received better terms from unaffiliated third parties than the terms the Company received in its agreements with Danaher.
The Company or Danaher may fail to perform under various transaction agreements that were executed as part of the Separation or the Company may fail to have necessary systems and services in place when certain of the transaction agreements expire.
The Company 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.
See the “Risk Factors” section of the Company’s Prospectus for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by the Company’s forward-looking statements. Forward-looking statementscontained herein speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made.this Quarterly Report. Except to the extent required by applicable law, the Company doeswe 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.


BASIS OF PRESENTATION
The accompanying Condensed Consolidated and Combined Condensed Financial Statements present theour historical financial position, results of operations, changes in stockholders’ equity and cash flows of Envista in accordance with accounting principles generally acceptedGAAP.
Sale of the KaVo Treatment Unit and Instrument Business
On September 7, 2021, we entered into the Purchase Agreement with Planmeca and Planmeca Oy, a privately-held Finnish company, as guarantor, pursuant to which we will sell to Planmeca our KaVo Treatment Unit and Instrument Business for total consideration of up to $455 million, which includes a potential earn-out payment of up to $30 million, subject to certain adjustments as provided in the Purchase Agreement. The Purchase Agreement provides that we will sell the KaVo Treatment Unit and Instrument Business through the sale of certain assets, the transfer of the equity of certain of our subsidiaries, and the assumption by Planmeca of certain liabilities and agreements, in each case used in or related to the KaVo Treatment Unit and Instrument Business. The transaction is expected to close at the end of 2021.
The Divestiture was part of our strategy to structurally improve our long-term margins and represents a strategic shift with a major effect on our operations and financial results as described in AS 205-20. The pending sale meets the criteria to be accounted for as a discontinued operation. Accordingly, we have applied discontinued operations treatment for the Divestiture as required by ASC 205-20. In accordance with ASC 205-20, we reclassified the Divestiture to assets and liabilities held for sale on our Condensed Consolidated Balance Sheets as of October 1, 2021 and December 31, 2020 and reclassified the financial results of the Divestiture in our Condensed Consolidated Statements of Operations for all periods presented. Our Condensed Consolidated Statements of Cash Flows for the three and nine months ended October 1, 2021 and October 2, 2020 include the financial results of the KaVo Treatment Unit and Instrument Business. We also revised our discussion and presentation of operating and financial results to be reflective of our continuing operations as required by ASC 205-20. All segment information and descriptions exclude the KaVo Treatment Unit and Instrument Business.

With the sale of the KaVo Treatment Unit and Instrument business, we continue to make significant progress toward our long-term goal of re-calibrating our product portfolio to higher growth and higher margin segments. The Divestiture shifts our revenue mix from approximately 50% each for the Specialty Products & Technology and Equipment & Consumables segments to approximately 60% for the Specialty Products & Technology segment and approximately 40% for the Equipment & Consumables segment. The Specialty Products & Technology segment is a higher growth and higher margin business than the Equipment & Consumables segment. The Divestiture is a strategic shift that will allow us to focus more on higher value and higher margin consumables, imaging, and digital workflow solutions.

OVERVIEW
General
We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. With leading brand names, innovative technology and significant market positions, we are a leading worldwide provider of a broad range of dental implants, orthodontic appliances, general dental consumables, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.
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For the three and nine months ended October 1, 2021, sales derived from customers outside of the United States of America (“GAAP”). The combined financial statements for periods priorwere 49.8% and 50.6%, respectively, compared to the Separation were derived from Danaher's consolidated condensed financial statementsthree and accounting recordsnine months ended October 2, 2020 of 48.3% and prepared in accordance with GAAP49.7%, respectively. As a global provider of dental consumables, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the preparation of carved-out combined financial statements. Through the date of the Separation, all revenues and costs as well as assets and liabilities directly associated with Envista have been included in the combined financial statements. Prior to the Separation, the combined financial statements also included allocations of certain general, administrative, sales and marketing expenses and cost of sales from Danaher’s corporate office and from other Danaher businesses to the Company and allocations of related assets, liabilities, and the net parent’s investment, as applicable. The allocations were determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Danaher during the applicable periods. Related party allocations prior to the Separation, including the method for such allocation, are discussed further in Note 15 to the Consolidated and Combined Condensed Financial Statements.
Following the Separation, the Consolidated and Combined Condensed Financial Statements include the accounts of Envista and its wholly-owned subsidiaries and no longer include any allocations of expenses from Danaher to the Company.
The Consolidated and Combined Condensed Financial Statements of Envista may not be indicative of the Company's results had it been a separate stand-alone entity throughout the periods presented, nor are the results stated herein indicative of what the Company's financial position, results of operations and cash flows may be in the future.
OVERVIEW
General
As a result of the Company’sour geographic and product line diversity, the Company faceswe face a variety of opportunities and challenges, including rapid technological development in most of the Company’sour served markets, the expansion and evolution of opportunities in high-growthemerging markets, trends and costs associated with a global labor force, consolidation of the Company’sour competitors and increasing regulation. The Company operatesWe operate in a highly competitive business environment in most markets, and the Company’sour long-term growth and profitability will depend in particular on itsour ability to expand itsour business in high-growthemerging geographies and high-growth market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, with higher gross profit margins, expand and improve the effectiveness of the Company’sour sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. The Company isWe are making significant investments to address the rapid pace of technological change in itsour served markets and to globalize itsour manufacturing, research and development and customer-facing resources (particularly in high-growthemerging markets and the Company’sour dental implant business) in order to be responsive to the Company’sour customers throughout the world and improve the efficiency of the Company’sour operations.
We operate in two business segments: Specialty Products & Technologies and Equipment & Consumables. Our Specialty Products & Technologies segment develops, manufactures and markets dental implant systems, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products. Our Equipment & Consumables segment develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumables; and restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
Key Trends and Conditions Affecting Our Results of Operations
There have been no material changes to the key trends and conditions affecting our results of operations that were disclosed in the Prospectus.our 2020 10-K.
Business PerformanceCOVID-19
During
The extent of the third quarter of 2019, the Company’s sales decreased 3.0% and core sales (for the definition of “core sales” or “core revenue” refer to “—Results of Operations” below) decreased 0.5% as compared to the comparable period of 2018. The impact of discontinued productsthe COVID-19 pandemic on our business is highly uncertain and foreign currency exchange rates reduceddifficult to predict because of the dynamic and evolving nature of the crisis. During 2020, our sales inand results of operations were most impacted by the third quarterCOVID-19 pandemic during the first and second quarters with positive signs of 2019 by 1.0% and 1.5%, respectively, compared to the comparable period of 2018. Core sales in high-growth markets were up low single digitsrecovery during the third quarterand fourth quarters of 2019 as compared to the comparable period of 2018, led primarily by continued strength in China, offset by weakness in Latin America. High-growth markets represented approximately 24% of the Company’s total sales in the third quarter of 2019. Core sales in developed markets decreased low single digits during the third quarter of 2019, primarily due to North America and Western Europe. For additional information regarding the Company’s sales by geographical region during2020. During the three and nine-month periodsnine months ended September 27, 2019October 1, 2021, we continued to see positive signs of recovery in certain markets in which we operate, however, certain markets continue to be more adversely impacted than others.

A worsening of the pandemic or impacts of new variants of the virus may lead to temporary closures of dental practices in the future. Furthermore, capital markets and September 28, 2018, refereconomies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a material local and/or global economic slowdown or global recession. Such economic disruption could have a material adverse effect on our business as our customers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to Note 2support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remains uncertain.

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The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the accompanying Consolidatedscope and Combined Condensed Financial Statements.duration of the pandemic, the extent and severity of the impact on our customers, the measures that have been and may be taken to contain the virus (including its various mutations) and mitigate its impact, U.S. and foreign government actions to respond to the reduction in global economic activity, our ability to continue to manufacture and source our products and to find suitable alternative products at reasonable prices, the impact of the pandemic and associated economic downturn on our ability to access capital if and when needed and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and cannot be predicted. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts on our financial condition and results of operations.

Our future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, continued or worsening supply chain disruptions, uncertain demand, staffing shortages due to any federal, state, and local vaccine mandates, and the impact of any initiatives or programs that we may undertake to address financial and operational challenges faced by our customers and suppliers. The Company’s net earnings forextent to which the three and nine-month periods ended September 27, 2019 totaled $62 millionCOVID-19 pandemic may materially impact our financial condition, liquidity, or $0.48 per diluted share and $162 million or $1.25 per diluted share, respectively, compared to $64 million or $0.50 per diluted share and $180 million or $1.40 per diluted share, respectively, for the three and nine-month periods ended September 28, 2018.results of operations is uncertain.


Acquisitions
The Company’sOur growth strategy contemplates future acquisitions. The Company’sOur operations and results can be affected by the rate and extent to which appropriate acquisition opportunities are available, acquired businesses are effectively integrated and anticipated synergies or cost savings are achieved.
There
On January 21, 2020, we acquired all of the shares of Matricel for cash consideration of approximately $43.6 million. Matricel, a German company, is a provider of biomaterials used in dental applications and is part of our Specialty Products and Technologies segment. Matricel’s revenue and earnings were nonot material business acquisitions duringto our Condensed Consolidated Statements of Operations for the nine-month periodthree and nine months ended September 27, 2019.October 2, 2020.

Foreign Currency Exchange Rates
On a year-over-yearperiod-over-period basis, currency exchange rates negativelypositively impacted reported sales by approximately 1.5%1.1% and 2.5%2.4% for the three and nine-month periodsnine months ended September 27, 2019,October 1, 2021, respectively, compared to the comparable periods of 2018,2020, primarily due to the strength of the U.S. dollar against most major currencies inagainst the three and nine-month periods ended September 27, 2019. If the currency exchange rates in effect as of September 27, 2019 were to prevail throughout the remainder of 2019, currency exchange rates would reduce the Company’s estimated full year 2019 sales by approximately 2.5% on a year-over-year basis. U.S. dollar. Any future strengtheningweakening of the U.S. dollar against major currencies would adverselypositively impact the Company’sour sales and results of operations for the remainder of the year, and any weakeningstrengthening of the U.S. dollar against major currencies would positivelynegatively impact the Company’sour sales and results of operations for the remainder of the year.

UK’s Referendum Decision Toto Exit Thethe EU (“Brexit”)
In a referendum on June 23, 2016, voters approved a proposal for the UKUnited Kingdom (“UK”) to exit the EU. It is presently unclear how long it will take to negotiate aEuropean Union (“EU”). A withdrawal agreement negotiated by and between the UK prime minister and the nature of its relationship withEU was ratified by the UK parliament in December 2019. The UK exited the EU is currently being decided. On April 11, 2019,on January 31, 2020. A transition period began and business remained as usual until December 31, 2020. The new Trade and Cooperation Agreement signed by the EU grantedand UK on December 24, 2020 brings little benefits for our dental business, since almost all of our products are already 0% duty rated under the UK an extension to October 31, 2019. The Company continues to monitorWTO tariffs, and the statusagreement neither includes any customs or tax simplification regime nor any mutual recognition of medical device regulations of the negotiationsEU and plan for the impact. While the Company does not manufacture products in the UK and less than 2% of the Company’s 2018 sales were derived from customers located in the UK, toUK. To mitigate the potential impact of Brexit on the importsupply of our European goods to the UK, the Company haswe have adapted our supply chain and financial processes accordingly, and temporarily increased the Company’sour level of inventory within the UK.UK to ensure that our customers receive our products timely. It is currently unclear whether the MHRA (UK’s Medicines and Healthcare products Regulatory Agency) is sufficiently prepared to handle the increased volume of marketing authorization applications that it is likely to receive. Nevertheless, our operating companies have begun to work through the new UK regulations to register products with the MHRA and meet the future requirements of MHRA for foreign manufacturers of medical devices which become effective on July 1, 2023. The ultimate impact of BrexitUK exiting the EU on the Company’sour financial results is uncertain. For additional information, refer to the “Risk Factors” section of the Company’s Prospectus.
Public Company Expenses
As a result of the Separation, the Company is subject to the Sarbanes-Oxley Act and reporting requirements of the Exchange Act. The Company is now required to have additional procedures and practices as a separate public company. As a result, the Company has incurred and will continue to incur additional personnel and corporate governance costs, including internal audit, investor relations, stock administration and regulatory compliance costs.
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RESULTS OF OPERATIONS
Non-GAAP Measures
In this report, references to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to U.S. GAAP, but excluding:
sales from acquired businesses;
sales from discontinued products; and
the impact of currency translation.
Revenue from discontinued products includes major brands or major products that the Company has made the decision to discontinue as part of a portfolio restructuring. Discontinued brands or products would include those which the Company is no longer manufacturing, investing research or development and expects to discontinue all significant sales within one year from the decision date to discontinue; The portion of revenue attributable to discontinued products is calculated as the net decline of the applicable discontinued products from period-to-period.
The portion of revenue attributable to currency translation is calculated as the difference between:
the period-to-period change in revenue; and
the period-to-period change in revenue after applying current period foreign exchange rates to the prior year period.

Core sales growth should be considered in addition to, and not as a replacement for or superior to, 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 growth provides useful information to investors by helping identify underlying growth trends in Envista’s business and facilitating comparisons of Envista’s revenue performance with its performance in prior and future periods and to Envista’s peers. Management also uses core sales growth to measure the Company’s operating and financial performance. The Company excludes the effect of currency translation from core sales because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends.Envista Business Systems
Throughout this discussion, references to sales volume refer to the impact of both price and unit sales and references to productivity improvements generally refer to improved cost-efficiencies resulting from the ongoing application of the Envista Business SystemSystems (“EBS”). The Company believes itsWe believe our deep-rooted commitment to EBS helps drive the Company’sour market leadership and differentiates the Companyus in the dental products industry. EBS encompasses not only lean tools and processes, but also methods for driving growth, innovation and leadership. Within the EBS framework, the Company pursueswe pursue a number of ongoing strategic initiatives relating to customer insight generation, product development and commercialization, efficient sourcing, and improvement in manufacturing and back-office support, all with a focus on continually improving quality, delivery, cost, growth and innovation.
Non-GAAP Measures
References to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to GAAP, but excluding:
sales from acquired businesses for one year from the acquisition date;
sales from discontinued products; and
the impact of currency translation.
Sales from discontinued products includes major brands or major products that we have made the decision to discontinue as part of a portfolio restructuring. Discontinued brands or products consist of those which we (1) are no longer manufacturing, (2) are no longer investing in the research or development of, and (3) expect to discontinue all significant sales of within one year from the decision date. The portion of sales attributable to discontinued brands or products is calculated as the net decline of the applicable discontinued brand or product from period-to-period.
The portion of sales attributable to currency translation is calculated as the difference between:
the period-to-period change in sales; and
the period-to-period change in sales after applying current period foreign exchange rates to the prior year period.
Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We also use core sales growth to measure our operating and financial performance. We exclude sales from discontinued products because discontinued products do not have a continuing contribution to operations and management believes that excluding such items provides investors with a means of evaluating our on-going operations and facilitates comparisons to our peers. We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends.

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RESULTS OF OPERATIONS
All comparisons, variances, increases or decreases discussed below are for the three and nine months ended October 1, 2021 compared to the three and nine months ended October 2, 2020.
Three Months Ended
($ in millions)October 1, 2021October 2, 2020% Change
Sales$607.3 100.0%$547.2 100.0%11.0 %
Cost of sales251.0 41.3%238.8 43.6%5.1 %
Gross profit356.3 58.7%308.4 56.4%15.5 %
Operating costs:
Selling, general and administrative (“SG&A”) expenses250.6 41.3%226.8 41.4%10.5 %
Research and development (“R&D”) expenses24.0 4.0%20.0 3.7%20.0 %
Operating profit81.7 13.5%61.6 11.3%32.6 %
Nonoperating income (expense):
Other income0.2 —%0.2 —%NM
Interest expense, net(12.0)(2.0)%(23.4)(4.3)%(48.7)%
Income before income taxes69.9 11.5%38.4 7.0%82.0 %
Income tax (benefit) expense(10.3)(1.7)%14.8 2.7%(169.6)%
Income from continuing operations80.2 13.2%23.6 4.3%239.8 %
Income from discontinued operations, net of tax12.7 2.1%12.0 2.2%5.8 %
Net income$92.9 15.3%$35.6 6.5%161.0 %
Effective tax rate from continuing operations(14.7)%38.5 %
Nine Months Ended
($ in millions)October 1, 2021October 2, 2020% Change
Sales$1,857.1 100.0%$1,312.8 100.0%41.5 %
Cost of sales773.8 41.7%598.0 45.6%29.4 %
Gross profit1,083.3 58.3%714.8 54.4%51.6 %
Operating costs:
SG&A expenses747.5 40.3%681.3 51.9%9.7 %
R&D expenses75.7 4.1%63.5 4.8%19.2 %
Operating profit (loss)260.1 14.0%(30.0)(2.3)%(967.0)%
Nonoperating income (expense):
Other income0.8 —%0.4 —%NM
Interest expense, net(43.6)(2.3)%(41.2)(3.1)%5.8 %
Income (loss) before income taxes217.3 11.7%(70.8)(5.4)%(406.9)%
Income tax benefit(3.7)(0.2)%(22.2)(1.7)%(83.3)%
Income (loss) from continuing operations221.0 11.9%(48.6)(3.7)%(554.7)%
Income (loss) from discontinued operations, net of tax33.7 1.8%(26.5)(2.0)%(227.2)%
Net income (loss)$254.7 13.7%$(75.1)(5.7)%(439.1)%
Effective tax rate from continuing operations(1.7)%31.4 %
34


GAAP Reconciliation
Sales and Core Sales Growth
% Change Three Month Period Ended October 1, 2021 vs. Comparable 2020 Period% Change Nine Month Period Ended October 1, 2021 vs. Comparable 2020 Period
Total sales growth (GAAP)11.0 %41.5 %
Less the impact of:
Discontinued products0.3 %0.4 %
Currency exchange rates(1.1)%(2.4)%
Core sales growth (non-GAAP)10.2 %39.5 %
For the three and nine months ended October 1, 2021, sales and core sales increased in the majority of the markets in which we operate as demand increased due to more patients seeking dental care with more dental offices being open compared to 2020. Sales and core sales for the three and nine months ended October 2, 2020, were impacted by the COVID-19 pandemic.
Sales for the three months ended October 1, 2021 increased 11.0% compared to the comparable period in 2020. Price positively impacted sales growth by 0.7% on period-over-period basis. Sales increased by 9.2% due to higher volume, including the impact of discontinued products and product mix. Sales in developed markets increased primarily due to an increase in North America, Western Europe and Japan. Sales in emerging markets increased primarily due to an increase in Russia, China and India.

Sales for the nine months ended October 1, 2021 increased 41.5% compared to the comparable period in 2020. Price positively impacted sales growth by 0.4% on period-over-period basis. Sales increased by 38.7% due to higher volume, including the impact of discontinued products and product mix. Sales in developed markets increased primarily due to an increase in North America, Western Europe, Japan and Australia. Sales in emerging markets increased primarily due to Eastern Europe, China and Russia.
Core sales growth for the three months ended October 1, 2021 increased 10.2%, compared to the comparable period in 2020. Core sales increased primarily due to higher volume and product mix. Core sales in developed markets increased primarily due to an increase in North America, Western Europe and Japan. Core sales in emerging markets increased primarily due to an increase in Russia, China and India.
Core sales growth for the nine months ended October 1, 2021 increased 39.5%, compared to the comparable period in 2020. Core sales increased primarily due to higher volume and product mix. Core sales in developed markets increased primarily due to an increase in North America, Western Europe, Japan and Australia. Core sales in emerging markets increased primarily due to Eastern Europe, China and Russia.
COST OF SALES AND GROSS PROFIT
Three Months EndedNine Months Ended
($ in millions)October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Sales$607.3 $547.2 $1,857.1 $1,312.8 
Cost of sales251.0 238.8 773.8 598.0 
Gross profit$356.3 $308.4 $1,083.3 $714.8 
Gross profit margin58.7 %56.4 %58.3 %54.4 %
35


 % Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period % Change Nine-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
Total sales growth (GAAP)(3.0)% (2.5)%
Less the impact of:   
Discontinued products1.0 % 1.5 %
Currency exchange rates1.5 % 2.5 %
Core sales growth (non-GAAP)(0.5)% 1.5 %
The increase in cost of sales during the three months ended October 1, 2021, as compared to the comparable period in 2020, was primarily due to higher sales as a result of higher demand as patients sought dental care with more dental offices being open compared to 2020, partially offset by improved sales mix and favorable incremental period-over-period savings associated with productivity improvement actions taken in prior periods.
The increase in cost of sales during the nine months ended October 1, 2021, as compared to the comparable period in 2020, was primarily due to higher sales as a result of higher demand as patients sought dental care with more dental offices being open compared to 2020, partially offset by improved sales mix and favorable foreign exchange rates.
The increase in gross profit margin during the three months ended October 1, 2021, as compared to the comparable period in 2020, was primarily due to higher sales volume, improved product mix and a favorable incremental period-over-period savings associated with productivity improvement actions taken in prior periods.
The increase in gross profit margin during the nine months ended October 1, 2021, as compared to the comparable period in 2020, was primarily due to higher sales volume, improved product mix and favorable foreign exchange rates.
OPERATING EXPENSES
Three Months EndedNine Months Ended
($ in millions)October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Sales$607.3 $547.2 $1,857.1 $1,312.8 
Selling, general and administrative expenses$250.6 $226.8 $747.5 $681.3 
Research and development expenses$24.0 $20.0 $75.7 $63.5 
SG&A as a % of sales41.3 %41.4 %40.3 %51.9 %
R&D as a % of sales4.0 %3.7 %4.1 %4.8 %
SG&A expenses as a percentage of sales for the three months ended October 1, 2021 remained consistent with the comparable period of 2020.
SG&A expenses as a percentage of sales for the nine months ended October 1, 2021 decreased as compared to the comparable period of 2020, primarily due to higher sales, lower restructuring expenses and favorable incremental period-over-period savings associated with restructuring improvement actions taken in prior periods, partially offset by higher sales and marketing, compensation and administrative spend.
The increase in R&D expenses as a percentage of sales for the three months ended October 1, 2021, as compared to the comparable period of 2020, was primarily due to increased spending on product development initiatives in the Specialty Products & Technologies segment.
The decrease in R&D expenses as a percentage of sales for the nine months ended October 1, 2021, as compared to the comparable period of 2020, was primarily due to higher sales, partially offset by increased spending on product development initiatives in the Specialty Products & Technologies segment.
OPERATING PROFIT
Operating profit margin was 11.9%13.5% for the three-month periodthree months ended September 27, 2019October 1, 2021, as compared to 12.0%an operating profit margin of 11.3% for the comparable period in 2018.of 2020. The following factors impacted year-over-yearincrease in operating profit margin comparisons:
Lower overall pricingwas primarily due to higher sales volume and core sales volumes, and incremental year-over-year costs associated withimproved product mix, partially offset by higher sales and marketing, growth investments, net of lower spending on productivity initiatives in 2019, cost savings associated with productivity initiatives taken in 2018compensation and the impact of foreign exchange rates in the third quarter of 2019 - 10 basis pointsadministrative spend.
Operating profit margin was 9.8%14.0% for the nine-month periodnine months ended September 27, 2019October 1, 2021, as compared to 11.1%an operating loss margin of (2.3)% for the comparable period in 2018.of 2020. The following factors impacted year-over-yearincrease in operating profit margin comparisons:
Lower overall pricingwas primarily due to higher sales volume and improved product mix, lower restructuring expenses, favorable incremental year-over-year costsperiod-over-period savings associated with restructuring improvement actions taken in prior periods, partially offset by higher sales and marketing, growth investments,compensation, and administrative spend.
OTHER INCOME
The other components of net of higher 2019 core sales volumes, lower spending on productivity initiativesperiodic benefit costs included in 2019 and cost savings associated with productivity initiatives taken in 2018 and the impact of foreign currency exchange rates in the third quarter of 2019 - 130 basis points
Business Segments
Sales by business segmentother income, were $0.2 million for each of the periods indicated were as follows ($ in millions):three months ended October 1, 2021 and October 2, 2020, and $0.8 million and $0.4 million for the nine months ended October 1, 2021 and October 2, 2020, respectively.
36


 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Specialty Products & Technologies$317.8
 $318.3
 $1,013.9
 $1,022.6
Equipment & Consumables341.5
 361.2
 1,017.2
 1,062.9
Total$659.3
 $679.5
 $2,031.1
 $2,085.5



SPECIALTY PRODUCTS & TECHNOLOGIES
INTEREST COSTS AND FINANCING
Interest costs were $12.0 million and $23.4 million for the three months ended October 1, 2021 and October 2, 2020, respectively, and $43.6 million and $41.2 million for the nine months ended October 1, 2021 and October 2, 2020, respectively. The Company’sdecrease in interest expense for the three months ended October 1, 2021 as compared to the comparable period of 2020 was primarily due to lower debt levels as a result of paying down the Euro Term Loan in the amount of $472.0 million. In addition, we had lower interest rates on the outstanding debt as a result of entering into the amendment to the Credit Agreement in February of 2021. Interest expense for the nine months ended October 1, 2021 and October 2, 2020 remained consistent.

INCOME TAXES
Three Months EndedNine Months Ended
October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Effective tax rate from continuing operations(14.7)%38.5 %(1.7)%31.4 %

Our effective tax rates of (14.7)% and (1.7)% from continuing operations for the three and nine months ended October 1, 2021, respectively, was lower compared to the comparable periods in 2020 primarily due to an income tax benefit from the recognition of an amortizable deferred tax asset associated with the value of a tax basis step-up of certain Swiss assets and a decrease in the valuation allowance related to Swiss net operating losses.

COMPREHENSIVE INCOME (LOSS)
For the three months ended October 1, 2021, comprehensive income was $69.2 million as compared to $55.9 million for the comparable period of 2020. For the nine months ended October 1, 2021, comprehensive income was $193.9 million as compared to comprehensive loss of $67.1 million for the comparable period of 2020. The increase for the three months ended October 1, 2021 was primarily due to net income generated in the current period, partially offset by foreign currency translation losses. The increase for the nine months ended October 1, 2021 was primarily due to net income generated in the current period compared to a net loss in the prior year period, partially offset by higher foreign currency translation losses.
RESULTS OF OPERATIONS - BUSINESS SEGMENTS
Specialty Products & Technologies
Our Specialty Products & Technologies segment develops, manufactures and markets dental implant systems, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.
Specialty Products & Technologies Selected Financial Data
Three Months EndedNine Months Ended
($ in millions)October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Sales$363.4 $316.9 $1,116.1 $774.1 
Operating profit$61.5 $41.4 $211.6 $26.2 
Operating profit as a % of sales16.9 %13.1 %19.0 %3.4 %
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 Three-Month Period Ended Nine-Month Period Ended
($ in millions)September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Sales$317.8
 $318.3
 $1,013.9
 $1,022.6
Operating profit54.6
 51.5
 175.2
 186.7
Depreciation4.6
 4.2
 13.8
 12.9
Amortization14.4
 14.7
 43.4
 44.5
Operating profit as a % of sales17.2% 16.2% 17.3% 18.3%
Depreciation as a % of sales1.4% 1.3% 1.4% 1.3%
Amortization as a % of sales4.5% 4.6% 4.3% 4.4%
Sales and Core Sales Growth
% Change Three Month Period Ended October 1, 2021 vs. Comparable 2020 Period% Change Nine Month Period Ended October 1, 2021 vs. Comparable 2020 Period
Total sales growth (GAAP)14.7 %44.2 %
Less the impact of:
Discontinued products— %(0.1)%
Currency exchange rates(1.4)%(2.8)%
Core sales growth (non-GAAP)13.3 %41.3 %
 % Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period % Change Nine-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
Total sales growth (GAAP)% (1.0)%
Less the impact of:   
Discontinued products1.5% 1.5 %
Currency exchange rates1.0% 3.0 %
Core sales growth (non-GAAP)2.5% 3.5 %
Sales
Price in the segment negatively impacted sales growth by 1.0% on a year-over-year basis duringFor the three and nine-month periodsnine months ended September 27, 2019,October 1, 2021, sales and is reflected as a component of core sales growth.
Coreincreased in the majority of the markets in which we operate as demand increased due to more patients seeking dental care with more dental offices being open compared to 2020. Sales and core sales growth was led by high-growth markets, primarily China, partially offset by declines in Western Europe, for both the three and nine-month periods and decline in North Americanine months ended October 2, 2020 were impacted by the COVID-19 pandemic.
Sales for the three-month period. Core sales for value implant systems decreased primarily due to lower demand. Increased demand for orthodontic products during the three and nine-month periods was partially due to recent product launches.
Operating profit marginsmonths ended October 1, 2021 increased 100 basis points during the three-month period ended September 27, 2019 as14.7%, compared to the comparable period in 2018. The following factors2020. Price positively impacted year-over-year operating profit margin comparisons:sales growth by 0.2% on a period-over-period basis. Sales increased by 13.1% due to higher volume and product mix as demand improved for implant systems and orthodontic products. Sales in developed markets increased primarily due to an increase in North America and Western Europe. Sales in emerging markets increased primarily due to China, Russia and India.
Higher core sales volumes, incremental year-over-year costs savings associated with continuing productivity improvement initiatives taken in 2018 and
Sales for the impact of foreign exchange rates in the third quarter of 2019, net of lower overall pricing - 100 basis points
Operating profit margins decreased 100 basis points during the nine-month periodnine months ended September 27, 2019 asOctober 1, 2021 increased 44.2%, compared to the comparable period in 2020. Price negatively impacted sales growth by 0.1% on a period-over-period basis. Sales increased by 41.5% due to higher volume, including the impact of 2018. The following factors impacted year-over-yeardiscontinued products and product mix as demand improved for implant systems and orthodontic products. Sales in developed markets increased primarily due to an increase in North America, Western Europe, Japan and Australia. Sales in emerging markets increased primarily due to Eastern Europe, India, China and Russia.
Core sales for the three months ended October 1, 2021 increased 13.3%, compared to the comparable period in 2020 primarily due to higher volume and product mix as demand improved for implant systems and orthodontic products. Core sales in developed markets increased primarily due to an increase in North America and Western Europe. Core sales in emerging markets increased primarily due to China, Russia and India.
Core sales for the nine months ended October 1, 2021 increased 41.3%, compared to the comparable period in 2020 primarily due to higher volume and product mix as demand improved for implant systems and orthodontic products. Core sales in developed markets increased primarily due to an increase in North America, Western Europe, Japan and Australia. Core sales in emerging markets increased primarily due to Eastern Europe, India, China and Russia.
Operating Profit

Operating profit margin was 16.9% and 19.0% for the three and nine months ended October 1, 2021, respectively, as compared to an operating profit margin comparisons:
Lower overallof 13.1% and 3.4% for the comparable periods of 2020. The increase in operating profit margin was primarily due to higher sales pricevolume and improved product mix, lower restructuring expenses, incremental year-over-year costs associated with various new product development and growth investments, net of higher core sales volumes, incremental year-over-year costperiod-over-period savings associated with continuingrestructuring and productivity improvement initiativesactions taken in 2018prior periods, partially offset by higher sales and the impact of foreign exchange rates in the third quarter of 2019 - 100 basis pointsmarketing and compensation spend.


EQUIPMENT & CONSUMABLES
The Company’sOur Equipment & Consumables segment develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; handpieces and associated consumables; treatment units and other dental practice equipment; endodontic systems and related consumables; restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.
38


Equipment & Consumables Selected Financial Data
Three Months EndedNine Months Ended
($ in millions)October 1, 2021October 2, 2020October 1, 2021October 2, 2020
Sales$243.9 $230.3 $741.0 $538.7 
Operating profit$45.4 $38.9 $131.0 $11.0 
Operating profit as a % of sales18.6 %16.9 %17.7 %2.0 %
 Three-Month Period Ended Nine-Month Period Ended
($ in millions)September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Sales$341.5
 $361.2
 $1,017.2
 $1,062.9
Operating profit31.1
 36.9
 48.1
 63.8
Depreciation4.8
 5.0
 14.7
 15.4
Amortization7.9
 7.8
 23.9
 23.5
Operating profit as a % of sales9.1% 10.2% 4.7% 6.0%
Depreciation as a % of sales1.4% 1.4% 1.4% 1.4%
Amortization as a % of sales2.3% 2.2% 2.3% 2.2%
Sales and Core Sales Growth
% Change Three Month Period Ended October 1, 2021 vs. Comparable 2020 Period% Change Nine Month Period Ended October 1, 2021 vs. Comparable 2020 Period
Total sales growth (GAAP)5.9 %37.6 %
Less the impact of:
Discontinued products0.8 %1.1 %
Currency exchange rates(0.7)%(1.6)%
Core sales growth (non-GAAP)6.0 %37.1 %
Sales
 % Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period % Change Nine-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
Total sales growth (GAAP)(5.5)% (4.5)%
Less the impact of:   
Discontinued products1.0 % 1.5 %
Currency exchange rates1.5 % 3.0 %
Core sales growth (non-GAAP)(3.0)%  %
PriceFor the three and nine months ended October 1, 2021, sales and core sales increased in the segment negativelymajority of the markets in which we operate as demand increased due to more patients seeking dental care with more dental offices being open compared to 2020. Sales and core sales for the three and nine months ended October 2, 2020 were impacted by the COVID-19 pandemic.
Sales for the three months ended October 1, 2021 increased 5.9% compared to the comparable period in 2020. Price positively impacted sales growth by 1.0% and 0.5%1.5% on a year-over-year basis duringperiod-over-period basis. Sales increased by 3.7% due to higher volume, including the threeimpact of discontinued products and nine-month periods ended September 27, 2019, respectively,product mix as demand improved for equipment and is reflected as a component of core sales growth.
Core sales for the segment decreasedconsumables. Sales in developed markets increased primarily due to an increase in North America, Western Europe and Latin America,Japan. Sales in emerging markets increased primarily due to Eastern Europe, Russia, and Brazil, partially offset by higher demandlower sales in China and JapanChina.

Sales for the three and nine-month periodsnine months ended September 27, 2019. Equipment core sales decreased in North America due to lower demand in both periods. Core sales of traditional consumablesOctober 1, 2021 increased in the three-month period due to increased demand in North America. Core sales of traditional consumables decreased in the nine-month period due to decreased demand in North America and Western Europe, partially offset by growth in China.
Operating profit margins decreased 110 basis points during the three-month period ended September 27, 2019 as37.6% compared to the comparable period in 2018. The following factors2020. Price positively impacted year-over-year operating profit margin comparisons:
Lower core sales volumes and overall sales price, incremental year-over-year costs associated with sales and marketing growth investments and new product development initiatives in 2019, net of decreases in productivity improvement and restructuring related charges in 2019 comparedby 1.2% on a period-over-period basis. Sales increased by 34.8% due to 2018, cost savings associated with productivity initiatives taken in 2018 andhigher volume, including the impact of foreign exchange ratesdiscontinued products and product mix as demand improved for equipment and consumables. Sales in developed markets increased primarily due to an increase in North America, Western Europe and Australia. Sales in emerging markets increased primarily due to Russia, Brazil and Eastern Europe, partially offset by lower sales in India.
Core sales growth for the third quarter of 2019 - 110 basis points
Operating profit margins decreased 130 basis points during the nine-month periodthree months ended September 27, 2019 as compared to the comparable period of 2018. The following factors impacted year-over-year operating profit margin comparisons:
Lower core sales volumes and overall sales price, incremental year-over-year costs associated with sales and marketing growth investments and new product development initiatives in 2019, net of decreases in productivity improvement and restructuring related charges in 2019 compared to 2018, cost savings associated with productivity initiatives taken in 2018 and the impact of foreign exchange rates in the third quarter of 2019 - 130 basis points


COST OF SALES AND GROSS PROFIT
 Three-Month Period Ended Nine-Month Period Ended
($ in millions)September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Sales$659.3
 $679.5
 $2,031.1
 $2,085.5
Cost of sales(292.3) (298.6) (907.4) (905.9)
Gross profit$367.0
 $380.9
 $1,123.7
 $1,179.6
Gross profit margin55.7% 56.1% 55.3% 56.6%
The decrease in cost of sales during the three-month period ended September 27, 2019 asOctober 1, 2021 increased 6.0%, compared to the comparable period in 2018 was2020. Core sales increased primarily due to lower corehigher volume, including the impact of discontinued products and product mix as demand improved for equipment and consumables. Sales in developed markets increased primarily due to an increase in North America, Western Europe and Japan. Core sales in emerging markets increased primarily due to Eastern Europe, Russia, and Brazil, partially offset by lower sales in China.
Core sales growth for the impact of foreign currency exchange rates. The increase in cost of sales during the nine-month periodnine months ended September 27, 2019 asOctober 1, 2021 increased 37.1%, compared to the comparable period in 20182020. Core sales increased primarily due to higher volume, including the impact of discontinued products and product mix as demand improved for equipment and consumables. Core sales in developed markets increased primarily due to an increase in North America, Western Europe and Australia. Core sales in emerging markets increased primarily due to Russia, Eastern Europe and Brazil; partially offset by lower sales in India.
39


Operating Profit

Operating profit margin was 18.6% for the three months ended October 1, 2021, as compared to an operating profit margin of 16.9% for the comparable period of 2020. The increase in operating profit margin was primarily due to unfavorablehigher sales volume, improved product mix, and lower restructuring expenses, partially offset by higher administrative spend.
Operating profit margin was 17.7% for the impact of foreign currency exchange rates.
The year-over-year decrease in gross profit margins during both the three and nine-month periodsnine months ended September 27, 2019October 1, 2021, as compared to an operating profit margin of 2.0% for the comparable periodsperiod of 2020. The increase in 2018operating profit margin was primarily due to higher sales volume, improved product mix, lower overall pricing, partially offset byrestructuring expenses, and favorable incremental year-over-year costperiod-over-period savings associated with restructuring activities and productivity improvement actions taken in 2018 and the impact of foreign currency exchange rates.

OPERATING EXPENSES
 Three-Month Period Ended Nine-Month Period Ended
($ in millions)September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Sales$659.3
 $679.5
 $2,031.1
 $2,085.5
Selling, general and administrative expenses252.0
 257.2
 804.9
 820.4
Research and development expenses36.3
 42.3
 119.3
 128.4
SG&A as a % of sales38.2% 37.9% 39.6% 39.3%
R&D as a % of sales5.5% 6.2% 5.9% 6.2%
The year-over-year increase in SG&A expenses as a percentage of sales for both the three and nine-monthprior periods, ended September 27, 2019 as compared to the comparable periods in 2018 was primarily due to continued investments in sales and marketing growth initiatives and lower sales in 2019, partially offset by incremental year-over-year savings associated with the restructuring and continued productivity improvement actions taken in 2018.
Year-over-year, R&D expenses (consisting principally of internal and contract engineering personnel costs) as a percentage of sales decreased during the three and nine-month periods ended September 27, 2019 as compared to the comparable periods in 2018, primarily due to a decrease in spending on product development initiatives, partially offset by lower sales in 2019.

NONOPERATING INCOME (EXPENSE), NET
The Company disaggregates the service cost component of net periodic benefit costs from the other components of net periodic benefit costs and presents the other components of net periodic benefit costs in nonoperating income (expense), net. The other components of net periodic benefit costs included in nonoperating income (expense), net for the three and nine-month periods ended September 27, 2019 were $0.2 million and $1.6 million, respectively, compared to $1.5 million and $1.9 million for the three and nine-month periods ended September 28, 2018, respectively.

INTEREST COSTS AND FINANCING
For a discussion of the Company’s outstanding indebtedness, refer to Note 6 to the accompanying Consolidated and Combined Condensed Financial Statements.

INCOME TAXES

The following table summarizes the Company’s effective tax rate:
 Three-Month Period Ended Nine-Month Period Ended
 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018
Effective tax rate21.1% 22.7% 19.6% 22.9%
The Company’s effective tax rate for each of the three and nine-month periods ended September 27, 2019 and September 28, 2018, differs from the U.S. federal statutory rate of 21.0% primarily due to the Company’s earnings outside the United States that are indefinitely reinvested and taxed at rates different than the U.S. federal statutory rate. In addition:
The effective tax rate of 21.1% for the three-month period ended September 27, 2019 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of earnings outside the United States which generally are taxed at rates higher than the U.S. federal rate, partially offset by discrete tax benefits for excess tax benefits from stock-based compensation and changes in estimates associated with prior period uncertain tax positions and audit settlements. These discrete tax benefits decreased the reported tax rate by 3.1%. The effective tax rate of 19.6% for the nine-month period ended September 27, 2019 differs from the U.S. federal statutory rate of 21.0% primarily due to discrete tax benefits for excess tax benefits from stock-based compensation and changes in estimates associated with prior period uncertain tax positions and audit settlements that were partially offset by the impact of earnings outside the United States which generally are taxed at rates higher than the U.S. federal rate. The discrete tax benefits decreased the reported tax rate by 3.9%.administrative spend.
The effective tax rate of 22.7% for the three-month period ended September 28, 2018 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of earnings outside the United States which generally are taxed at rates higher than the U.S. federal rate, partially offset by discrete tax benefits for excess tax benefits from stock-based compensation and changes in estimates associated with prior period uncertain tax positions and audit settlements. These discrete tax benefits decreased the reported tax rate by 0.5%. The effective tax rate of 22.9% for the nine-month period ended September 28, 2018 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of earnings outside the United States which generally are taxed at rates higher than the U.S. federal rate, partially offset by discrete excess tax benefits from stock-based compensation, which were partially offset by changes in estimates associated with prior period uncertain tax positions and audit settlements. These net discrete tax benefits decreased the reported tax rate by 0.1%.
The Company conducts business globally, and files numerous consolidated and separate income tax returns in the U.S. federal, state and foreign jurisdictions. The non-U.S. countries in which the Company has a material presence include Canada, China, Finland, Germany and Switzerland. The Company believes that a change in the statutory tax rate of any individual foreign country would not have a material effect on the Company’s Consolidated and Combined Condensed Financial Statements given the geographic dispersion of the Company’s taxable income.
The Company (including the Company’s businesses) are routinely examined by various domestic and international taxing authorities. The IRS has completed substantially all of the examinations of certain of Danaher’s federal income tax returns through 2011 and is currently examining certain of Danaher’s federal income tax returns for 2012 through 2017. In addition, certain of the Company’s subsidiaries previously owned by Danaher in Germany, India, Japan, Sweden and Switzerland and in states and other local jurisdictions are currently under audit for years ranging from 2007 through 2016.
The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Management performs a comprehensive review of the Company’s global tax positions on a quarterly basis. Based on these reviews, the results of discussions and resolutions of matters with certain tax authorities, tax rulings and court decisions and the expiration of statutes of limitations, reserves for contingent tax liabilities are accrued or adjusted as necessary. For a discussion of risks related to these and other tax matters, refer to “Risk Factors.”

COMPREHENSIVE INCOME
For the three and nine-month periods ended September 27, 2019, comprehensive income decreased $39 million and $8 million, respectively, as compared to the comparable periods in 2018. The decrease for the three-month period ended September 27, 2019 was primarily due to higher foreign currency translation losses. The decrease for the nine-month period ended September 27, 2019 was primarily due to lower net earnings, partially offset by lower foreign currency translation losses.


INFLATION
The effect of inflation on the Company’sour sales and net earningsincome (loss) was not significant infor the three and nine-month periodsnine months ended September 27, 2019October 1, 2021 and September 28, 2018.October 2, 2020.

LIQUIDITY AND CAPITAL RESOURCES
Before the Separation, the Company was dependent upon Danaher for all of its working capital and financing requirements under Danaher’s centralized approach to cash management and financing of its operations. The Company’s financial transactions were accounted for through the Company’s net parent investment account. Accordingly, none of Danaher’s cash, cash equivalents or debt has been assigned to the Company for the periods prior to the Separation.
As a result of the Separation, the Company no longer participates in Danaher’s cash management and financing operations. Management assesses the Company’sWe assess our liquidity in terms of itsour ability to generate cash to fund itsour operating and investing activities. The Company continuesWe continue to generate substantial cash from operating activities and believesbelieve that the Company’sour operating cash flow and other sources of liquidity isare sufficient to allow the Companyus to manage itsour capital structure on a short-term and long-term basis and continue investing in existing businesses and consummating strategic acquisitions.
Following is an overview of the Company’sour cash flows and liquidity:
Overview of Cash Flows and Liquidity
 Nine Months Ended
 October 1, 2021October 2, 2020
Net cash provided by operating activities$225.6 $90.5 
Acquisitions, net of cash acquired$— $(40.7)
Payments for additions to property, plant and equipment(46.0)(34.6)
Proceeds from sales of property, plant and equipment11.6 — 
All other investing activities8.5 11.3 
Net cash used in investing activities$(25.9)$(64.0)
Proceeds from issuance of convertible senior notes$— $517.5 
Payment of debt issuance and other deferred financing costs(2.3)(17.2)
Proceeds from revolving line of credit— 249.8 
Repayment of revolving line of credit— (250.0)
Repayment of borrowings(475.7)— 
Purchase of capped calls related to issuance of convertible senior notes— (20.7)
Proceeds from stock option exercises16.0 8.7 
All other financing activities(5.4)0.6 
Net cash (used in) provided by financing activities$(467.4)$488.7 

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 Nine-Month Period Ended
($ in millions)September 27, 2019 September 28, 2018
Net cash provided by operating activities$210.5
 $210.5
    
Payments for additions to property, plant and equipment$(61.9) $(40.2)
Proceeds from sales of property, plant and equipment1.6
 
All other investing activities(2.3) (0.3)
Net cash used in investing activities$(62.6) $(40.5)
    
Proceeds from the public offering of common stock, net of issuance costs$643.4
 $
Consideration paid to Danaher in connection with the Separation

(1,950.0) 
Net proceeds from borrowings1,319.1
 
Net transfers to parent(116.5) (170.0)
All other financing activities144.4
 
Net cash provided by (used in) financing activities$40.4
 $(170.0)


Operating Activities
Cash flows from operating activities can fluctuate significantly from period-to-period asfor working capital needs and the timing of payments for income taxes, restructuring activities, pension funding and other items impactimpacting reported cash flows.

Net cash provided by operating activities was $211$225.6 million during the nine-month periodnine months ended September 27, 2019 andOctober 1, 2021, as compared to cash used in operating activities of $90.5 million for the comparable period of 2018. There2020. The increase was less cash used by trade accounts receivables, lower levels of inventories and the timing of accrued expenses,primarily due to higher net income, partially offset by lower net earnings and higher levels of prepaid expenses and other assets on a year-over-year basis.cash provided by working capital.

Investing Activities
Cash flows relating to investing activities consist primarily of cash used for capital expenditures.expenditures and acquisitions. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems.
Net cash used in investing activities increaseddecreased by $22$38.1 million duringfor the nine-month periodnine months ended September 27, 2019October 1, 2021, as compared to the comparable period of 2018,in 2020. The decrease was primarily driven by expendituresdue to increase production capacityno acquisition activity in the Specialty Products & Technologies segmentcurrent period and expenditures related to becoming a separate company.proceeds received from the sale of property, plant and equipment, partially offset by higher purchases of property, plant and equipment. Matricel was acquired on January 21, 2020, for $40.7 million, net of acquired cash.


Financing Activities and Indebtedness
Cash flows relating to financing activities consist primarily of cash flows associated with debt borrowings and the issuance of common stock, debt borrowings and transfers to Danaher prior to the Separation.stock.
FinancingNet cash used in financing activities provided cash of $40was $467.4 million during the first nine months of 2019ended October 1, 2021, compared to $170$488.7 million of cash used in the comparable period in 2018. The year-over-year increase in cash provided by financing activities is primarily due tofor the net proceeds fromcomparable period of 2020. In February 2021, we repaid $472.0 million of the Euro Term Loan borrowings, net proceeds from the IPO and lower transfers to Danaher, net of the consideration paid to DanaherFacility in connection with an amendment to the Separation.
The CompanyCredit Agreement. In March 2020, we borrowed approximately $1.3 billionthe full amount available under the SeniorRevolving Credit Facilities. The proceeds fromFacility and repaid it in September 2020; and in May of 2020, we issued the Term LoansNotes and the IPOreceived net proceeds of $643 million were paid to Danaher as partial consideration for Danaher’s transfer$502.5 million. In connection with the issuance of the assets and liabilities of its Dental business toNotes, we purchased the Company.Capped Calls for $20.7 million.
For a description of the Company’sour outstanding debt as of September 27, 2019 and the Company’s Senior Credit Facilities,October 1, 2021, refer to Note 613 to the accompanyingour Condensed Consolidated and Combined Condensed Financial Statements. As of September 27, 2019, the Company wasStatements in compliance with all of its debt covenants.this Quarterly Report on Form 10-Q.
The Company intendsWe intend to satisfy any short-term liquidity needs that are not met through operating cash flow and available cash primarily through itsour Revolving Credit Facility.
As of September 27, 2019, the CompanyOctober 1, 2021, we had no borrowings outstanding under the Revolving Credit Facility and the Company had the ability to incur an additional $250 million of indebtedness in direct borrowings under the Revolving Credit Facility.

Cash and Cash Requirements
Until the Separation, the Company was dependent upon Danaher for all of its working capital and financing requirements under Danaher’s centralized approach to cash management and financing of operations of its subsidiaries. Because the Company was part of Danaher for the periods prior to Separation, no cash, cash equivalents and borrowings were included in the Consolidated and Combined Condensed Financial Statements as of December 31, 2018. For all periods prior to the Separation, other financial transactions relating to the business operations of the Company were accounted for through the net parent investment account of the Company. For additional information regarding the Company’s cash balances at September 27, 2019, see Note 1 to the accompanying Consolidated and Combined Condensed Financial Statements.
As of September 27, 2019, the CompanyOctober 1, 2021, we held $193$638.8 million of cash and cash equivalents that were held on deposit with financial institutions with an approximate weighted average annual interest rate of 1.0%.institutions. Of this amount, $31$228.4 million was held within the United States and $162$410.4 million was held outside of the United States. The CompanyWe will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties, fund itsour restructuring activities and pension plans as required pay dividends to stockholders, repurchase shares of the Company’s common stock and support other business needs. The CompanyWe generally intendsintend to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, the Companywe may also borrow under its Revolving Credit Facility,need to enter into new credit facilities or access the capital markets. The CompanyWe may also mayaccess the capital markets from time to time access the capital markets to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business” in our 2020 10-K.
While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’sour foreign cash could be repatriated to the United States. Following enactment of the TCJATax Cut and Jobs Act of 2017 (“TCJA”) and the associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject the Companyus to non-U.S. jurisdictional taxes on distributions. The cash that the Company’sour non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. The income taxes, if any, applicable to such earnings including basis differences in the Company’sour foreign subsidiaries are not readily determinable. As of September 27, 2019, management believesOctober 1, 2021, we believe that it haswe have sufficient sources of liquidity to satisfy itsour cash needs, including itsour cash needs in the United States.
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Contractual Obligations
There were no material changes to our contractual obligations during the three and nine months ended October 1, 2021, other than the repayment of $472.0 million of the Euro Term Loan Facility. For a discussion of the Company’sour contractual obligations, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations” in the Prospectus. During the nine months ended September 27, 2019, the Company entered into the Senior Credit Facilities. For a description of the Senior Credit Facilities, refer to Note 6 to the accompanying Consolidated and Combined Condensed Financial Statements.2020 10-K.


Off-Balance Sheet Arrangements
There were no material changes to the Company’s off-balance sheet arrangements described in the Prospectus for the year ended December 31, 20182020 10-K that would have a material impact on the Company’s Condensed Consolidated and Combined Condensed Financial Statements.

Debt Financing Transactions
For a description of our outstanding debt as of October 1, 2021, refer to Note 13 to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Sale of the KaVo Treatment Unit and Instrument Business
We plan to use the net proceeds from the Divestiture to continue our product portfolio transformation with a disciplined approach to capital deployment.

CRITICAL ACCOUNTING ESTIMATES

There were no material changes to the Company’sour critical accounting estimates described in the Prospectus for the year ended December 31, 20182020 10-K that have had a material impact on the Company’sour Condensed Consolidated and Combined Condensed Financial Statements.

The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict. If actual results are not consistent with management’s estimates and assumptions used for valuation allowances, contingencies, potential impairments, revenue recognition and income taxes, the related account balances may be overstated or understated and a charge or credit to net income (loss) may be required.

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative 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—Qualitative and Quantitative Disclosures About Market Risk,” in the Company’s Prospectus.our 2020 10-K. There were no material changes to this information reported in the Company’s Prospectusour 2020 10-K during the quarter ended September 27, 2019.October 1, 2021.

ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures
The Company’s
Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Company’sour President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’sour 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”))Act), as of the end of the period covered by this report. Based on such evaluation, the Company’sour President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, have concluded that, as of the end of such period, the Company’sour disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have beenwere no changes in the Company’sour 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 Company’s most recent completed fiscal quarter ended October 1, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.

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PART II - OTHER INFORMATIONII. Other Information

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings

There have been no material changes to legal proceedings from our 2020 10-K. For additional information regarding legal proceedings, refer to the section titled “Legal Proceedings” in Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings” in the Company’s Prospectus.our 2020 10-K.

ITEMItem 1A. RISK FACTORSRisk Factors
There were no material changes during
You should carefully consider the quarterfactors discussed in Part I, “Item 1A. Risk Factors” in our 2020 10-K and in Part II, “Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q for the quarters ended September 27, 2019April 2, 2021 (the “Q1 10-Q”) and July 2, 2021 (the “Q2 10-Q”), which could materially affect our business, financial position, or future results of operations. The risks described in our 2020 10-K, Q1 10-Q, and Q2 10-Q, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations. The risk factors set forth below update, and should be read together with, the risk factors reporteddescribed in our 2020 10-K, Q1 10-Q, and Q2 10-Q.

We may not complete the “Risk Factors” sectionplanned Divestiture of our KaVo Treatment Unit and Instrument Business on the anticipated timeline or at all, and, even if completed, we may not achieve the benefits we anticipate.

In September 2021, we announced that we had entered into the Purchase Agreement with Planmeca to sell the KaVo Treatment Unit and Instrument Business for total consideration of up to $455 million, subject to certain adjustments (the “Divestiture”). We expect the Divestiture to close at the end of 2021, subject to satisfaction of customary closing conditions. The Divestiture is expected to provide the following benefits, among others: (i) giving us the ability to focus on our strategic priorities to build and optimize a more consumables and digitally enabled, workflow-oriented portfolio and (ii) better positioning us to invest organically and inorganically and to expand our product offerings.

The Divestiture is complex in nature, subject to various conditions, and may be adversely affected by unanticipated developments and unexpected changes in market or other conditions. If any closing conditions are not met, the closing of the Company’s Prospectus. Additional information regarding risk factors canDivestiture may be found in “Management’s Discussiondelayed or may fail to occur, and Analysis of Financial Condition and Results of Operations—Information Related to Forward-Looking Statements,” in Part I—Item 2 of this Form 10-Q and inwe may not achieve the “Risk Factors” sectionintended benefits we anticipate. Moreover, if the Divestiture is not completed on the anticipated timeline or at all, our ongoing operation of the Company’s Prospectus.KaVo Treatment Unit and Instrument Business may harm our results of operations.

Even if the Divestiture is completed, we may not achieve some or all of the anticipated benefits, including those described above, and our future investments and other business opportunities that we anticipate will be facilitated by the Divestiture may not be successful and may prove not to be superior alternatives to the continued operation of our current KaVo Treatment Unit and Instrument Business. Further, execution of the Divestiture will require significant time and attention from management and other employees, including following the closing of the Divestiture, which may divert the attention of our management and other employees from the execution of our other initiatives and could adversely affect our financial condition, results of operations, or cash flows.

Following the Divestiture, we will be required to rebrand our Imaging Business, our China Business, and many of our products, which will likely involve substantial costs and may not be favorably received by our customers.

Following the Divestiture, we will no longer own the “KaVo” brand name, or any variation of the name, logos or related intellectual property rights. We will likely incur substantial costs to rebrand our Imaging Business, our China Business, and a number of our products worldwide, which may also require the expenditure of regulatory product registration costs. We cannot be certain that our customers will be receptive to our proposed rebranding. A failure in our rebranding efforts may affect our ability to attract and retain customers following the Divestiture, resulting in reduced revenues.

The transition services to be provided by us to Planmeca for a limited time may draw attention and resources away from our ongoing business.

The Purchase Agreement requires our provision of transition services to Planmeca throughout a transition period, which will require significant time, attention and resources of our management and other employees within the Company, potentially diverting their attention from other aspects of our business. We will be bound to comply with the terms of the transition services agreement, and at times compliance with this agreement will consume our focus and resources that would otherwise be invested into maintaining and growing our business.


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ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds
On September 20, 2019, the Company completed the IPO resulting in the issuance of 30.8 million shares of common stock at a price to the public of $22.00 per share, including 4 million shares of common stock allocated to the underwriters’ 30 day option to purchase additional shares of common stock, which was exercised in full on September 18, 2019. The 30.8 million shares of common stock sold in the IPO represent approximately 19.4% of the Company’s outstanding shares, while Danaher continues to own approximately 80.6% of the Company’s outstanding shares. The shares sold in the offering were registered under the
None.

Item 3. Defaults Upon Senior Securities Act pursuant to a registration statement on Form S-1 (File No. 333-232758), which was declared effective by the SEC as of September 17, 2019. The aggregate offering price of the common stock registered and sold under the registration statement was approximately $677 million (including the shares issued pursuant to the underwriters’ option to purchase additional shares). Proceeds from the IPO were approximately $643 million, after deducting underwriting discounts and commissions of $34 million. J.P. Morgan Securities LLC, Goldman, Sachs & Co. LLC and Morgan Stanley & Co. LLC served as joint book-running managers and as representatives of the underwriters for the IPO. The offering commenced on September 17, 2019 and did not terminate before all of the securities registered under the registration statement were sold.
As contemplated by the Prospectus, the Company paid to Danaher approximately $2.0 billion in connection with the Separation, which includes the net proceeds from the IPO.
The IPO proceeds were used as described in the Prospectus.None.


Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

ITEMItem 6. EXHIBITSExhibits

EXHIBIT INDEX
(a)Exhibits:
Exhibit

Number
Description
3.2




















101.INS
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
101.SCHXBRL Taxonomy Extension Schema Document
101.CAL

101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LAB
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PRE
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104
104Cover Page Interactive Data File (formatted as inlineInline XBRL and contained in Exhibit 101)
* Indicates management contract or compensatory plan, contract or arrangement
44



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENVISTA HOLDINGS CORPORATION
Date: October 23, 2019November 3, 2021By:/s/ Howard H. Yu
Howard H. Yu
Senior Vice President and Chief Financial Officer
Date: October 23, 2019November 3, 2021By:/s/ Kari-Lyn Moore
Kari-Lyn Moore
Vice President and Chief Accounting Officer


45