SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~________________________________________________________~~

For the quarterly period ended September ~~27, 2019~~29, 2023



☐			TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the transition period fromto

ENVISTA HOLDINGS CORPORATION

(Exact name of ~~registrant~~Registrant as specified in its charter)

Registrant’s telephone number, including area code: ~~714~~-~~817-7000~~714-817-7000

Securities ~~registered pursuant~~Registered Pursuant to Section 12(b) of the Act:

Indicate by check mark whether the ~~registrant~~Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant 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 ~~registrant~~Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the ~~registrant~~Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the ~~registrant~~Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the ~~registrant~~Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of shares of common stock outstanding atas of October ~~18, 2019~~27, 2023, was ~~158,651,200.~~

~~ENVISTA HOLDINGS CORPORATION~~

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
	September 29, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	824.2	$	606.9
Trade accounts receivable, less allowance for credit losses of $16.0 and $16.2, respectively	417.1		393.5
Inventories, net	278.8		300.8
Prepaid expenses and other current assets	120.6		123.4
Total current assets	1,640.7		1,424.6
Property, plant and equipment, net	304.0		293.6
Operating lease right-of-use assets	126.6		131.8
Other long-term assets	152.9		153.7
Goodwill	3,458.2		3,496.6
Other intangible assets, net	1,001.4		1,086.7
Total assets	$	6,683.8	$	6,587.0
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	115.1	$	510.0
Trade accounts payable	168.6		228.3
Accrued expenses and other liabilities	433.7		471.4
Operating lease liabilities	29.4		27.0
Total current liabilities	746.8		1,236.7
Operating lease liabilities	112.3		121.4
Other long-term liabilities	150.5		151.3
Long-term debt	1,381.0		870.7
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 15.0 million shares authorized; no shares issued or outstanding at September 29, 2023 and December 31, 2022	—		—
Common stock - $0.01 par value, 500.0 million shares authorized; 173.2 million shares issued and 171.3 million shares outstanding at September 29, 2023; 163.7 million shares issued and 163.2 million shares outstanding at December 31, 2022	1.7		1.6
Additional paid-in capital	3,749.7		3,699.0
Retained earnings	848.6		731.4
Accumulated other comprehensive loss	(306.8)		(225.1)


Total stockholders’ equity	4,293.2		4,206.9
Total liabilities and stockholders’ equity	$	6,683.8	$	6,587.0

ENVISTA HOLDINGS CORPORATION

CONDENSED CONSOLIDATED ~~AND COMBINED CONDENSED~~ STATEMENTS OF ~~EARNINGS~~OPERATIONS (Unaudited)

($ and shares in millions, except per share amounts)

~~(unaudited)~~


	Three-Month Period Ended						Nine-Month Period Ended							Three Months Ended				Nine Months Ended
	September 27, 2019			September 28, 2018			September 27, 2019			September 28, 2018				September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Sales	$	659.3		$	679.5		$	2,031.1		$	2,085.5		Sales	$	631.3	$	631.1	$	1,920.9	$	1,908.3
Cost of sales	(292.3		)	(298.6		)	(907.4		)	(905.9		)	Cost of sales	268.0		266.4		816.3		799.7
Gross profit	367.0			380.9			1,123.7			1,179.6			Gross profit	363.3		364.7		1,104.6		1,108.6
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 expenses:													Operating expenses:
Selling, general and administrative													Selling, general and administrative	257.7		264.2		796.7		801.9
Research and development													Research and development	22.3		26.0		73.6		75.5
Operating profit	78.7			81.4			199.5			230.8			Operating profit	83.3		74.5		234.3		231.2
Nonoperating income (expense):
Other income	0.2			1.5			1.6			1.9
Nonoperating (expense) income:													Nonoperating (expense) income:
Other (expense) income													Other (expense) income	(32.1)		0.3		(24.7)		0.9
Interest expense, net	(0.2		)	—			(0.2		)	—			Interest expense, net	(15.4)		(11.6)		(49.5)		(23.9)
Earnings before income taxes	78.7			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 before income taxes													Income before income taxes	35.8		63.2		160.1		208.2
Income tax expense													Income tax expense	14.3		13.6		42.9		43.7
Income from continuing operations, net of tax													Income from continuing operations, net of tax	21.5		49.6		117.2		164.5
(Loss) income from discontinued operations, net of tax (Note 3)													(Loss) income from discontinued operations, net of tax (Note 3)	—		(2.0)		—		5.1
Net income													Net income	$	21.5	$	47.6	$	117.2	$	169.6
Earnings per share:													Earnings per share:
Earnings from continuing operations - basic													Earnings from continuing operations - basic	$	0.13	$	0.30	$	0.71	$	1.01
Earnings from continuing operations - diluted													Earnings from continuing operations - diluted	$	0.12	$	0.28	$	0.66	$	0.92

(Loss) earnings from discontinued operations - basic													(Loss) earnings from discontinued operations - basic	$	—	$	(0.01)	$	—	$	0.03
(Loss) earnings from discontinued operations - diluted													(Loss) earnings from discontinued operations - diluted	$	—	$	(0.01)	$	—	$	0.03

Earnings - basic													Earnings - basic	$	0.13	$	0.29	$	0.71	$	1.04
Earnings - diluted													Earnings - diluted	$	0.12	$	0.27	$	0.66	$	0.95
Average common stock and common equivalent shares outstanding:													Average common stock and common equivalent shares outstanding:
Basic	130.6			127.9			128.8			127.9			Basic	168.2		163.1		165.3		162.7
Diluted	130.6			127.9			128.8			127.9			Diluted	175.2		176.9		176.3		178.4

See the accompanying Notes to the Condensed Consolidated ~~and Combined Condensed~~ Financial Statements.

ENVISTA HOLDINGS CORPORATION

CONDENSED CONSOLIDATED ~~AND COMBINED CONDENSED~~ STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

($ in millions)

~~(unaudited)~~


	Three Months Ended				Nine Months Ended
	September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Net income	$	21.5	$	47.6	$	117.2	$	169.6
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(69.6)		(116.6)		(80.7)		(249.1)
Cash flow hedge adjustments	—		(0.2)		—		1.7
Pension plan adjustments	(0.3)		(0.1)		(1.0)		(0.3)
Total other comprehensive loss, net of income taxes	(69.9)		(116.9)		(81.7)		(247.7)
Comprehensive (loss) income	$	(48.4)	$	(69.3)	$	35.5	$	(78.1)

See the accompanying Notes to the Condensed Consolidated Financial Statements.

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

ENVISTA HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

($ in millions)


	Nine Months Ended September 29, 2023
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Equity












Balance, December 31, 2022	$	1.6	$	3,699.0	$	731.4	$	(225.1)	$	4,206.9
Common stock-based award activity	—		13.8		—		—		13.8
Net income	—		—		43.8		—		43.8
Other comprehensive income	—		—		—		14.5		14.5
Balance, March 31, 2023	1.6		3,712.8		775.2		(210.6)		4,279.0
Common stock-based award activity	—		6.4		—		—		6.4
Net income	—		—		51.9		—		51.9
Other comprehensive loss	—		—		—		(26.3)		(26.3)
Balance, June 30, 2023	1.6		3,719.2		827.1		(236.9)		4,311.0
Common stock-based award activity	—		6.4		—		—		6.4
Partial exchange of convertible notes due 2025 and partial unwind of capped call transactions. See Note 13	0.1		24.1		—		—		24.2
Net income	—		—		21.5		—		21.5
Other comprehensive loss	—		—		—		(69.9)		(69.9)
Balance, September 29, 2023	$	1.7	$	3,749.7	$	848.6	$	(306.8)	$	4,293.2

See the accompanying Notes to the Condensed Consolidated ~~and Combined Condensed~~ Financial Statements.

~~ENVISTA HOLDINGS CORPORATION~~

~~CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CHANGES IN EQUITY~~

~~($ 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 stock 1.6
—
1.6
—
Balance, end of period $ 1.6
$ —
$ 1.6
$ —
Additional paid-in capital
Balance, beginning of period $ —
$ —
$ —
$ —
Common stock-based award activity 0.5
—
0.5
—
Consideration to Danaher in connection with the Separation (1,950.0 ) —
(1,950.0 ) —
Reclassification of net parent investment 4,920.0
—
4,920.0
—
Issuance of common stock 643.1
—
643.1
—
Balance, end of period $ 3,613.6
$ —
$ 3,613.6
$ —
Retained earnings
Balance, beginning of period $ —
$ —
$ —
$ —
Net earnings 37.0
—
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 earnings 25.1
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 activity 3.1
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


	Nine Months Ended September 30, 2022
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Envista Equity		Noncontrolling Interests
Balance, December 31, 2021	$	1.6	$	3,732.6	$	466.9	$	(143.5)	$	4,057.6	$	0.4
Cumulative effect of adjustment related to change in accounting principle. See Note 1	—		(77.8)		21.4		—		(56.4)		—
Balance, January 1, 2022	1.6		3,654.8		488.3		(143.5)		4,001.2		0.4
Change in noncontrolling interest	—		—		—		—		—		(0.4)
Common stock-based award activity	—		13.1		—		—		13.1		—
Net income	—		—		74.9		—		74.9		—
Other comprehensive loss	—		—		—		(58.3)		(58.3)		—
Balance, April 1, 2022	1.6		3,667.9		563.2		(201.8)		4,030.9		—
Common stock-based award activity	—		10.5		—		—		10.5		—
Net income	—		—		47.1		—		47.1		—
Other comprehensive loss	—		—		—		(72.5)		(72.5)		—
Balance, July 1, 2022	1.6		3,678.4		610.3		(274.3)		4,016.0		—
Common stock-based award activity	—		11.2		—		—		11.2		—
Net income	—		—		47.6		—		47.6		—
Other comprehensive loss	—		—		—		(116.9)		(116.9)		—
Balance, September 30, 2022	$	1.6	$	3,689.6	$	657.9	$	(391.2)	$	3,957.9	$	—

~~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:
Depreciation 29.8
29.1
Amortization 67.3
68.0
Stock-based compensation expense 12.5
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 activities 210.5
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 equipment 1.6
—
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 costs 643.4
—
Consideration to Danaher in connection with the Separation (1,950.0 ) —
Net proceeds from borrowings 1,319.1
—
Net transfers to parent (116.5 ) (170.0 )
All other financing activities 144.4
—
Net cash provided by (used in) financing activities 40.4
(170.0 )
Effect of exchange rate changes on cash and cash equivalents 4.9
—
Net change in cash and equivalents 193.2
—
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 —
—

See the accompanying Notes to the Condensed Consolidated ~~and Combined Condensed~~ Financial Statements.

ENVISTA HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

($ in millions)


	Nine Months Ended
	September 29, 2023		September 30, 2022
Cash flows from operating activities:
Net income	$	117.2	$	169.6
Noncash items:
Depreciation	26.8		23.9
Amortization	75.9		78.2
Allowance for credit losses	3.5		3.8
Stock-based compensation expense	26.2		23.1
Gain on equity investments, net	(3.6)		—
Gain on sale of property, plant and equipment	(2.0)		(1.1)
Gain on sale of KaVo treatment unit and instrument business	—		(8.9)
Restructuring charges	0.7		5.5
Impairment charges	0.3		5.8
Fair value adjustment of acquisition-related inventory	—		7.7
Amortization of right-of-use assets	19.9		17.7
Inducement expense related to exchange of convertible notes	28.5		—
Amortization of debt discount and issuance costs	3.4		3.0

Change in trade accounts receivable	(33.0)		(76.5)
Change in inventories	9.4		(35.9)
Change in trade accounts payable	(53.2)		11.3
Change in prepaid expenses and other assets	5.4		(21.7)
Change in accrued expenses and other liabilities	(26.1)		(109.7)
Change in operating lease liabilities	(25.6)		(23.4)
Net cash provided by operating activities	173.7		72.4
Cash flows from investing activities:
Payments for additions to property, plant and equipment	(50.0)		(58.8)
Proceeds from sales of property, plant and equipment	—		1.6
Proceeds from sale of equity investment	10.7		—
Acquisitions, net of cash acquired	—		(696.2)
Proceeds from sale of KaVo treatment unit and instrument business, net	—		59.8
Proceeds from the settlement of derivative financial instruments	1.1		55.9
All other investing activities, net	(11.6)		(18.5)
Net cash used in investing activities	(49.8)		(656.2)
Cash flows from financing activities:
Proceeds from issuance of convertible notes due 2028	500.2		—
Debt issuance costs related to issuance of convertible notes due 2028	(13.5)		—
Principal paid related to exchange of convertible notes due 2025	(401.2)		—
Proceeds from borrowings	323.5		0.3
Repayment of borrowings	(288.8)		(0.5)


Debt issuance costs related to other borrowings	(4.5)		—
Proceeds from revolving line of credit	—		124.0
Repayment of revolving line of credit	—		(54.0)

Proceeds from stock option exercises	7.5		19.9
Tax withholding payment related to net settlement of equity awards	(7.8)		(8.9)
All other financing activities	0.2		—
Net cash provided by financing activities	115.6		80.8
Effect of exchange rate changes on cash and cash equivalents	(22.2)		(2.1)
Net change in cash and cash equivalents	217.3		(505.1)
Beginning balance of cash and cash equivalents	606.9		1,073.6
Ending balance of cash and cash equivalents	$	824.2	$	568.5

Supplemental data:
Cash paid for interest	$	47.9	$	21.1
Cash paid for taxes	$	49.5	$	80.2
ROU assets obtained in exchange for operating lease obligations	$	18.9	$	29.6

See the accompanying Notes to the Condensed Consolidated Financial Statements.

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 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, 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, Danaher has the ability to control the outcome of matters submitted to the Company’s stockholders for approval, including the election of directors, amendments of the Company’s organizational documents and any merger, consolidation, sale of all or substantially all of the Company’s assets or other major corporate transactions.

Danaher has informed the Company that it intends to distribute to its stockholders its remaining equity 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.

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 2two business segments: Specialty Products & Technologies and Equipment & Consumables.

The Company’s Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.

The Company’s Equipment & Consumables segment primarily 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 ~~GAAP~~generally 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 September 29, 2023 and December 31, 2022, and its results of operations for the three and nine month periods ended September 29, 2023 and September 30, 2022 and cash flows for the nine month periods ended September 29, 2023 and September 30, 2022. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s ~~combined financial statements~~Consolidated Financial Statements and accompanying notes for the three years ended December 31, ~~2018~~2022, included in the ~~final prospectus (File No. 333-232758)~~Annual Report on Form 10-K filed by the Company with the ~~U.S. Securities~~SEC on February 16, 2023.

As discussed in Note 3, Discontinued Operations, on December 31, 2021, the Company sold substantially all of its KaVo dental treatment unit and ~~Exchange Commission~~instrument business (the ~~“SEC”~~"KaVo Treatment Unit and Instrument Business") ~~on September 18, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”) (the “Prospectus”).~~

~~In the opinion~~, which was part of the ~~Company,~~Company’s Equipment and Consumables segment. However, the ~~accompanying financial statements contain all adjustments (consisting~~transfer of ~~only normal recurring accruals) necessary to present fairly~~assets in certain countries was not executed and closed until 2022 (“Deferred Local Closing”). As a result, the financial ~~position of~~results related to the ~~Company~~Deferred Local Closing countries were reported as ~~of September 27, 2019~~discontinued operations and ~~December 31, 2018,~~all segment information and ~~its results of operations~~descriptions exclude the activity related to those countries for the three and ~~nine-month periods~~nine months ended September ~~27, 2019~~30, 2022. As of December 31, 2022, all Deferred Local Closings were completed and therefore there is no discontinued operations activity reported for the three and nine months ended September ~~28, 2018~~29, 2023.

Risks and ~~its cash flows for each~~Uncertainties

The Company is subject to risks and uncertainties as a result of the ~~nine-month periods then ended.~~novel coronavirus (“COVID-19”) pandemic.

The extent of the impact of the COVID-19 pandemic on the Company remains uncertain and difficult to predict because of the dynamic and evolving nature of the situation. The global impact of the outbreak continues to adversely affect many industries, and different geographies continue to reflect the effects of public health restrictions in various ways. The economic recovery following the impact of the COVID-19 pandemic is only partially underway and has been gradual, uneven and characterized by meaningful dispersion across sectors and regions with uncertainty regarding its ultimate length and trajectory. During the three and nine months ended September 29, 2023, notwithstanding improvement in many markets in which the Company operates due to a return to more normalized business operations, certain markets continued to be adversely impacted by COVID-19.

In addition, Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on the Company’s overall business, including impacting the Company’s ability to market and sell products in the affected regions, potentially heightening the risk of cyber security attacks, impacting its ability to enforce its intellectual property rights in Russia, creating disruptions in the global supply chain, and by potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise.

Accounting Standards Recently Adopted

In August 2020, the ~~—In February 2016, the~~ Financial Accounting Standards Board ~~(“FASB”)~~ issued Accounting Standards Update ~~(“ASU”) No. 2016-02,~~ ~~Leases (Topic 842)~~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),” (“ASU 2020-06”), which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms greater than 12 months and also requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases. Subsequent 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, whilesimplifies the accounting for ~~finance leases remained substantially unchanged. For leases that commenced before the effective date~~certain financial instruments with characteristics 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;liabilities 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~~equity, including convertible 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. The~~contracts on an entity’s own equity. ASU 2020-06 was effective for public entities for fiscal years beginning after December 15, ~~2018.~~ 2021. On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective adoption approach. The cumulative effect of the change was recognized as an adjustment to the opening balance of retained earnings at the date of adoption and resulted in a $75.0 million increase to the carrying value of the convertible notes due 2025, a decrease to additional paid-in capital of $77.8 million, a $21.4 million increase to retained earnings and an $18.6 million decrease to the related net deferred tax liability.

NOTE 2. ACQUISITIONS

The Company ~~adopted this guidance on January 1, 2019 and there was no impact on~~continually evaluates potential acquisitions that either strategically fit with the Company’s ~~consolidated and combined financial statements. Refer to Note 7 for additional disclosures about~~existing portfolio or expand the Company’s ~~hedging activities.~~

~~Except~~portfolio into new and attractive business areas. The Company has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the ~~above accounting policy~~recognition of goodwill in the Company’s Condensed Consolidated Financial Statements. Among other things, goodwill arises because the purchase prices for ~~leases~~these businesses reflect a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be required (and the associated risks that ~~was updated as a result of adopting ASC 842~~would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the ~~derivatives~~complementary strategic fit and ~~hedging policy discussed in Note 7, there have been no changes~~resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the ~~Company’s significant accounting policies described in~~purchase price at the ~~Prospectus~~date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. For those assets and liabilities that were accounted for on a preliminary basis, the Company may up to 12 months after closing, refine the estimates of fair value and more accurately allocate the purchase price. Only items that existed as of the acquisition date are considered for subsequent adjustment.

During the year ended December 31, ~~2018 that have a material impact on~~2022, the ~~Company’s Consolidated and Combined Condensed Financial Statements.~~

Company completed the following acquisitions which were accounted for under Accounting Standards ~~Not Yet Adopted~~Codification 805 ~~—In August 2018,~~Business Combinations using the ~~FASB issued ASU No. 2018-14,~~ acquisition method of accounting:

~~Disclosure Framework~~

—

Osteogenics Biomedical Inc., Allotech LLC and OBI Biologics, Inc.

~~Changes to~~On July 5, 2022, 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. Management has not yet completed its assessmentCompany acquired all of the ~~impact~~equity of ~~the new standard on the Company’s consolidated financial statements.~~

~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Fair Value Measurement (Topic 820)~~Osteogenics Biomedical Inc., ~~which modifies the disclosures on fair value measurements by removing the requirement~~ Allotech LLC and OBI Biologics, Inc. (together "Osteogenics") for total consideration of approximately $128.2 million, subject to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing 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). The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s consolidated financial statements.

~~In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on~~ certain ~~types of financial instruments, including trade receivables. This may result~~customary adjustments as provided in the ~~earlier recognition of allowances~~Equity Purchase Agreement dated May 17, 2022. Osteogenics develops innovative regenerative solutions for losses. 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 earningsperiodontists, oral and maxillofacial surgeons, and clinicians involved 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 assessment of the impact of the new standard on the Company’s consolidated financial statements. The Company is in the process of implementing changes to its accounting policies and procedures for the new standard. Currently, the Company believes that the most notable impact of this ASU will relate to its processes around the assessment 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 are 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, 2018 10.9
—
(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 Europe 62.1
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 systems 19.4
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 Europe 66.0
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 systems 18.8
182.5
201.3
Total $ 318.3
$ 361.2
$ 679.5

^(a) ~~The Company defines high-growth markets as developing markets of~~implant dentistry throughout the world, ~~experiencing extended periods~~and is part 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 Europe 234.7
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 systems 57.3
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 Europe 253.2
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 systems 52.1
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~~segment.

Carestream Dental Technology Parent Limited’s Intraoral Scanner Business

On April 20, 2022, the Company completed the acquisition of Carestream Dental Technology Parent Limited’s (“Carestream Dental”) intraoral scanner business (the “Intraoral Scanner Business”) for total consideration of $580.3 million and ~~lab products.~~subject to certain customary adjustments as provided in the Stock and Asset Purchase Agreement dated December 21, 2021 and as subsequently amended by the closing agreement dated as of April 20, 2022 (together, the “IOS Purchase Agreement”). The Intraoral Scanner Business manufactures, markets, sells, commercializes, distributes, services, trains, supports, and maintains operations of intraoral scanners and software, and is part of the Company’s Equipment & Consumables segment. The Company purchased the Intraoral Scanner Business through the acquisition of certain assets and the assumption of certain liabilities as well as the acquisition of all of the equity of certain subsidiaries of Carestream Dental.

~~Remaining performance obligations related to ASC 606,~~

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

~~Revenue From Contracts With Customers~~


	Osteogenics July 5, 2022		Intraoral Scanner Business April 20, 2022
Assets acquired:
Cash	$	2.1	$	2.7
Accounts receivable	2.5		0.1
Inventories	13.3		6.1
Intangible assets	53.0		129.8
Property, plant and equipment	—		0.3
Prepaids and Other Current Assets	1.3		—
Goodwill	77.3		373.1
Non-current deferred tax asset	—		96.0
Operating lease right-of-use assets	2.6		0.9
Other long-term assets	4.9		0.2
Total assets acquired	157.0		609.2
Liabilities assumed:
Accounts payable	(4.1)		(0.5)
Accrued expenses and other liabilities	(2.5)		(27.9)
Non-current deferred tax liability	(14.3)		—
Other long-term liabilities	(5.8)		—
Operating lease liabilities	(2.1)		(0.5)
Total liabilities assumed	(28.8)		(28.9)
Total net assets acquired	$	128.2	$	580.3

~~(“ASC 606”), represent~~

The intangible assets acquired consist of trade name, developed technology, and customer relationships. The weighted average amortization period of the acquired intangible assets in the aggregate ~~transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at~~is 8 and 10 years for the ~~end~~Intraoral Scanner Business and Osteogenics, respectively.

The excess of the ~~period. Remaining performance obligations include noncancelable~~ purchase ~~orders, extended warranty~~price over the fair value assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the acquisitions. Goodwill attributable to the acquisitions 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 businesses acquired. Goodwill is not deductible for income tax purposes. The pro forma impact of the acquisitions is not presented as the acquisitions were not considered material to the Company's Condensed Consolidated Financial Statements.

For the three and nine months ended September 30, 2022, legal, accounting, and other professional service costs associated with acquisitions were $1.5 million and ~~do not include revenue from contracts~~$13.4 million, respectively, and have been recorded as selling, general and administrative expense in the Condensed Consolidated Statements of Operations. For the three and nine months ended September 29, 2023, there were no legal, accounting, and other professional service costs associated 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,acquisitions.

NOTE 3. DISCONTINUED OPERATIONS

On December 31, 2021, the Company ~~has elected~~sold substantially all of the KaVo Treatment Unit and Instrument Business (the “Divestiture”) to ~~exclude contracts with customers with an original term~~planmeca Verwaltungs Gmbh, Germany (“Planmeca”), pursuant to the master sale and purchase agreement (the “Purchase Agreement”) among the Company, Planmeca, and Planmeca Oy, as guarantor. However, the transfer of ~~one year or less from remaining performance obligations while these contracts are included within backlog.~~

assets for Deferred Local Closing countries was not executed and closed until 2022. As of ~~September 27, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $23 million~~December 31, 2022, all Deferred Local Closings were completed and the Company ~~expects to recognize revenue on~~received total net cash consideration of $386.4 million in accordance with the ~~majority of this amount over the next 12 months.~~

~~The Company often receives cash payments from customers in advance~~terms of the ~~Company’s performance resulting in contract liabilities. These contract liabilities are classified as either current or long-term in~~Purchase Agreement.

For the ~~Consolidated and Combined Condensed Balance Sheets based on the timing of when~~nine months ended September 30, 2022, the Company ~~expects to recognize revenue.~~recognized an earnout payment of $30.0 million. As all Deferred Local Closings were completed as of ~~September 27, 2019 and~~ December 31, ~~2018, contract liabilities were $52 million~~2022, there are no discontinued operations reported for the three 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 periodsnine months 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.

29, 2023.

~~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 certainresults 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 expense 1.5
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~~Divestiture for the ~~nine-month period~~three and nine months ended September ~~27, 2019 was~~30, 2022 are reflected in the Condensed Consolidated Statements of Operations within income from discontinued operations, net of tax 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 obligations 41.3


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Sales	$	2.8	$	11.7
Cost of sales	2.1		9.1
Gross profit	0.7		2.6
Operating expenses:
Selling, general and administrative	1.1		3.2
Research and development	—		—
Operating loss	(0.4)		(0.6)
Income tax expense	—		—
Loss from discontinued operations	(0.4)		(0.6)
(Loss) gain on sale of discontinued operations, net of tax	(1.6)		5.7
Net (loss) income from discontinued operations	$	(2.0)	$	5.1

NOTE 4.CREDIT 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 an 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 a collective basis when similar risk characteristics exist. The Company has identified one portfolio segment based on the following ~~table presents~~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 uncertainty. If actual results are not consistent with management’s estimates and assumptions, the ~~lease balances within~~allowance for credit losses may be overstated or understated and a charge or credit to net income (loss) may be required.

The rollforward of the ~~Consolidated Condensed Balance Sheet, weighted average remaining lease term and weighted average discount rates related to the Company’s operating leases~~allowance for credit losses is summarized as ~~of September 27, 2019~~follows ($ in millions):

Lease Assets and Liabilities Classification
Assets:
Operating lease ROU assets Other long-term assets $ 201.8

Liabilities:
Current:
Operating lease liabilities Accrued expenses and other liabilities $ 27.1
Long-term:
Operating lease liabilities Other long-term liabilities 186.7
Total operating lease liabilities $ 213.8

Weighted average remaining lease term 11 years
Weighted average discount rate 3.1 %


Balance at December 31, 2022	$	16.2
Foreign currency translation	(0.4)
Provision for credit losses	3.5
Write-offs charged against the allowance	(2.4)
Recoveries	(0.9)
Balance at September 29, 2023	$	16.0

NOTE 5. INVENTORIES

The ~~following table presents the maturity~~classes of ~~the Company’s operating lease liabilities~~inventory are summarized as ~~of September 27, 2019~~follows ($ in millions):


	September 29, 2023		December 31, 2022
Finished goods	$	210.3	$	229.2
Work in process	19.5		23.9
Raw materials	101.5		103.4
Reserve for inventory obsolescence	(52.5)		(55.7)
Total	$	278.8	$	300.8

Remainder of 2019 $ 8.4
2020 31.6
2021 26.3
2022 24.0
2023 22.6
Thereafter 145.2
Total operating lease payments 258.1
Less: imputed interest 44.3
Total operating lease liabilities $ 213.8

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

The classes of ~~September 27, 2019, the Company had no additional significant operating or finance leases that had not yet commenced.~~property, plant and equipment are summarized as follows ($ in millions):


	September 29, 2023		December 31, 2022
Land and improvements	$	10.0	$	10.0
Buildings and improvements	158.5		154.5
Machinery, equipment and other assets	398.3		370.2
Construction in progress	68.6		71.2
Gross property, plant and equipment	635.4		605.9
Less: accumulated depreciation	(331.4)		(312.3)
Property, plant and equipment, net	$	304.0	$	293.6

NOTE 4. 7. GOODWILL

The following is a rollforward of the Company’s goodwill by segment ($ in millions):


	Specialty Products & Technologies		Equipment & Consumables		Total
Balance at December 31, 2022	$	2,047.8	$	1,448.8	$	3,496.6

Foreign currency translation	(33.1)		(5.3)		(38.4)
Balance at September 29, 2023	$	2,014.7	$	1,443.5	$	3,458.2

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 & Consumables 1,283.7
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.~~

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 natureNOTE 8. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses 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 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 assets 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):


	September 29, 2023				December 31, 2022
	Current		Noncurrent		Current		Noncurrent
Compensation and benefits	$	121.6	$	20.8	$	148.0	$	17.5
Sales and product allowances	69.8		1.5		85.1		1.3
Contract liabilities	100.9		7.9		78.9		8.6
Taxes, income and other	26.7		68.7		42.1		68.6
Restructuring-related employee severance, benefits and other	13.3		—		18.9		—
Pension benefits	5.6		15.5		5.6		17.5
Loss contingencies	9.8		26.9		8.1		27.6

Other	86.0		9.2		84.7		10.2
Total	$	433.7	$	150.5	$	471.4	$	151.3

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~~

~~Fair Value of Financial Instruments~~

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 debt 1,304.5
1,304.5

~~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
Other 7.8
Total debt 1,312.0
Less: currently payable 7.5
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,~~January 17, 2023, the Company entered into a two-year cross-currency swap derivative ~~contracts~~contract, with ~~respect~~a notional value of $150.0 million. This contract effectively converts a portion of the Company’s U.S. dollar denominated senior term loan facilities to its $650 million Term Loan Facility and $650 million of these derivative contracts remained outstanding as of September 27, 2019. These contracts effectively convert the $650 million Term Loan Facility to an obligationobligations denominated in ~~euro~~euros and partially offsets the impact of changes in currency rates on foreign currency denominated net investments. This instrument matures on January 17, 2025.

The ~~changes~~Company also has foreign currency denominated long-term debt consisting of a senior euro term loan facility. The senior euro term loan facility represents a partial hedge of the Company’s net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The senior euro term loan facility is designated and qualifies as a non-derivative hedging instrument.

Refer to Note 13 for further discussion of the Company’s debt and credit facilities.

The change in the fair value of ~~these instruments~~the cross-currency swap instrument and the foreign currency translation of the senior euro term loan facilities 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. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The interest income or expense from these swaps is recorded in interest expense in the Company’s Consolidated and Combined Condensed Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from September 2020 to September 2022.Note 14.

The Company has also has foreign currency denominated long-term debt, the Euro Term Loan Facility, as a partial hedge of its net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The Euro Term Loan Facility is designated and qualifies as a nonderivative hedging instrument. Accordingly, the foreign currency translation of the Euro Term Loan Facility is recorded in accumulated other comprehensive income (loss) in equity in the accompanying 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). Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The Euro Term Loan Facility matures in September 2022.

~~The Company uses~~used interest rate swap derivative contracts to reduce its variability of cash flows related ~~with~~to interest payments ~~of the Term Loans.~~with respect to its senior term and senior euro term loan facilities. The interest rate swap contracts ~~exchange~~exchanged interest payments based on variable rates for interest payments based on fixed rates. The changes in the fair value of these instruments ~~are~~were recorded in accumulated other comprehensive ~~income (loss)~~loss in ~~equity. Any ineffective portions of the cash flow hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change.~~equity (see Note 14). The interest income or expense from ~~these~~the cross-currency and interest rate swaps iswere recorded in interest expense, net in the Company’s Condensed Consolidated ~~and Combined Condensed~~ Statements of ~~Earnings~~Operations consistent with the classification of interest expense attributable to the underlying debt. ~~These instruments mature on dates ranging from~~The Company did not have any outstanding interest rate swap contracts as of September ~~2020 to September 2022.~~29, 2023.

The following table summarizes the notional values as of September ~~27, 2019~~29, 2023 and September 30, 2022 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 then~~nine months ended September 29, 2023 and September 30, 2022 ($ in millions):


	Three Months Ended September 29, 2023				Three Months Ended September 30, 2022
	Notional Amount		Gain Recognized in OCI		Notional Amount		Gain (Loss) Recognized in OCI

Foreign currency denominated debt	$	370.1	$	11.6	$	203.9	$	12.8
Foreign currency contracts	150.0		4.2		—		14.4
Interest rate contract	—		—		—		(0.3)
Total	$	520.1	$	15.8	$	203.9	$	26.9

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, 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. 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 ~~earnings~~income during the three ~~or nine-month periods~~and nine months ended September ~~27, 2019.~~29, 2023 and September 30, 2022. In addition, the Company did not have any ineffectiveness related to net investment and cash flow hedges and therefore did not reclassify any portion of the above net investment and cash flow hedges from accumulated other comprehensive loss into income during the three ~~or nine-month periods~~and nine months ended September ~~27, 2019.~~29, 2023 and September 30, 2022. 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 Statement~~Statements of Cash Flows.

The Company’s derivative instruments, as well as its ~~nonderivative~~non-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 ~~Sheet~~Sheets as follows ($ in millions):

Derivative assets:
Prepaid expenses and other current assets $ 5.7

Derivative liabilities:
Accrued expense and other liabilities 0.7

Nonderivative hedging instruments:
Long-term debt 656.5


	September 29, 2023		December 31, 2022
Derivative Assets:
Other long-term assets	$	2.5	$	—





Nonderivative hedging instruments:

Long-term debt	$	370.1	$	222.7

Amounts related to the Company’s derivatives expected to be reclassified from accumulated other comprehensive ~~income (loss)~~loss to net ~~earnings~~income during the next 12 months are not significant.

~~NOTE 8.~~ ~~DEFINED BENEFIT PLANS~~

~~The following sets forth the components of~~

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 of~~assets 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 assets 0.7
1.0
2.3
2.9
Amortization of initial net obligation —
(0.1 ) (0.1 ) (0.2 )
Amortization of prior service credit 0.1
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 )

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~~

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 liabilities~~measured at fair value on a recurring basis were as follows ($ in millions):


	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
September 29, 2023
Assets:
Cross-currency swap derivative contracts	$	—	$	2.5	$	—	$	2.5

Liabilities:


Deferred compensation plans	$	—	$	19.2	$	—	$	19.2
Contingent consideration	$	—	$	—	$	3.9	$	3.9

December 31, 2022:
Liabilities:
Deferred compensation plans	$	—	$	15.8	$	—	$	15.8
Contingent consideration	$	—	$	—	$	6.0	$	6.0

September 27, 2019 December 31, 2018
Current Noncurrent Current Noncurrent
Contract liabilities $ 48.1
$ 4.1
$ 58.4
$ 4.0
Lease liabilities 27.1
186.7
—
—
Loss contingencies 50.0
31.3
51.2
32.1
Bank overdrafts 144.5
—
—
—
Other 302.1
317.1
314.0
338.1
Total $ 571.8
$ 539.2
$ 423.6
$ 374.2

Derivative Instruments

~~NOTE 10.INCOME TAXES~~

~~During the periods presented~~The cross-currency swap derivative contract was classified as Level 2 in the ~~unaudited Consolidated~~fair value hierarchy as it is measured using the income approach with the relevant, foreign currency current exchange rates and ~~Combined Condensed Financial Statements, the Company’s operations were generally included in the tax grouping~~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. Prior~~participate 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 basis~~defer 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 rate 21.1 % 22.7 % 19.6 % 22.9 %

~~In connection with the Separation, Danaher and~~employees into the Company ~~entered into various separation-related agreements, including a tax matters agreement (“Tax Agreement”). The Tax Agreement distinguishes between~~stock 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 those~~Company are deemed invested in the ~~United States, that include operations from both Danaher~~Company’s common stock and future distributions of such contributions will be made solely in shares of Company common stock, and therefore are not reflected in the ~~Company. By contrast, Separate filings involve~~above amounts.

Contingent Consideration

Contingent consideration represents a cash hold back intended to be used for certain ~~entities (primarily outside of the United States), that exclusively include either Danaher’s or~~liabilities related to the Company’s ~~operations.~~acquisitions. Contingent consideration was classified as Level 3 in the fair value hierarchy as the estimated fair value was measured using a probability weighted discounted cash flow model.

~~Under the Tax Agreement, for pre-Separation Joint filings, Danaher remains liable for~~

Fair Value of Financial Instruments

The carrying amounts 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 positions reflected in other long-term liabilities.

~~NOTE 11.~~ ~~COMMITMENTS AND CONTINGENCIES~~

~~For a description of the Company’s litigation and contingencies, refer to Note 14~~fair values of the Company’s financial ~~statements~~instruments were as follows ($ in millions):


	September 29, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cross-currency swap derivative contracts	$	2.5	$	2.5	$	—	$	—

Liabilities:
Contingent consideration	$	3.9	$	3.9	$	6.0	$	6.0


Convertible senior notes due 2028	$	486.3	$	442.7	$	—	$	—
Convertible senior notes due 2025	$	115.1	$	162.6	$	510.0	$	873.0
Other debt	$	894.7	$	894.7	$	870.7	$	870.7

The fair value of long-term debt approximates the carrying value as these borrowings are based on variable market rates. The fair value of the convertible senior notes due 2028 and ~~for~~convertible senior notes due 2025 were determined based on the ~~year ended December 31, 2018 included~~quoted bid price of the convertible senior notes in ~~the Company’s Prospectus. The Company reviews the adequacy of its legal reserves~~an 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, 2019~~29, 2023 and December 31, ~~2018, respectively,~~2022. The convertible senior notes are considered as Level 2 of the fair value hierarchy. The fair values of cash and ~~includes certain estimated costs~~cash equivalents, which consist primarily of ~~settlement, damages~~money 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.

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, 2022	$	9.2
Accruals for warranties issued during the year	9.8
Settlements made	(9.7)

Effect of foreign currency translation	(0.1)
Balance at September 29, 2023	$	9.2

Balance, December 31, 2018 $ 9.7
Accruals for warranties issued during the period 11.8
Settlements made (11.9 )
Effect of foreign currency translation (0.1 )
Balance, September 27, 2019 $ 9.5

NOTE 12. ~~STOCK TRANSACTIONS~~LITIGATION AND ~~STOCK-BASED COMPENSATION~~CONTINGENCIES

The Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated.

~~Capital Stock~~For litigation matters that the Company has determined are both probable and can be reasonably estimated, the Company has accrued $36.7 million and $35.7 million as of September 29, 2023 and December 31, 2022, 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 results of operations and cash flows for that period.

NOTE 13. DEBT AND CREDIT FACILITIES

The components of the Company’s debt were as follows, net of debt issuance costs ($ in millions):


	September 29, 2023		December 31, 2022
Senior term loan facility due 2028 (the “2028 Term Loan”)	$	525.6	$	—
Senior term loan facility due 2024 (the “2024 Term Loan”)	—		648.3
Senior euro term loan facility due 2028 (the “2028 Euro Term Loan”)	369.1		—
Senior euro term loan facility due 2024 (the “2024 Euro Term Loan”)	—		222.4
Convertible senior notes due 2028 (the “2028 Convertible Notes”)	486.3		—
Convertible senior notes due 2025 (the “2025 Convertible Notes”)	115.1		510.0


Total debt	1,496.1		1,380.7
Less: current portion	(115.1)		(510.0)
Long-term debt	$	1,381.0	$	870.7

On August 31, 2023, the Company entered into a second amended and restated credit agreement (the “Second Amended Credit Agreement”), which amends and restates the Company’s credit agreement dated June 15, 2021. The amended and restated credit agreement dated June 15, 2021, consisted of the $650.0 million 2024 Term Loan and the €208.0 million 2024 Euro Term Loan. Additionally, the amended and restated credit agreement dated June 15, 2021, included a revolving credit facility with an aggregate available borrowing capacity of $750.0 million and a $20.0 million sublimit for the issuance of standby letters of credit. There were no borrowings outstanding under this revolving credit facility at December 31, 2022.

Under the Second Amended Credit Agreement, the Company entered into the 2028 Term Loan for $530.0 million and the 2028 Euro Term Loan for €350.0 million, (collectively the “2028 Term Loans”). The Second Amended Credit Agreement also includes a revolving credit facility (together with the 2028 Term Loans, the “New Senior Credit Facilities”) with an aggregate available borrowing capacity of $750.0 million and a $30.0 million sublimit for the issuance of standby letters of credit that can be used for working capital and other general corporate purposes. The Company may request further increases to the revolving credit facility by an amount that is the greater of 100% of Consolidated EBITDA or $525.0 million. As of September 29, 2023 there were no borrowings outstanding under this revolving credit facility. The New Senior Credit Facilities mature on August 31, 2028, and are subject to an earlier maturity date of 91 days prior to the maturity date of the 2028 Convertible Notes, if more than $250.0 million of such notes are outstanding at that time.

The proceeds from the 2028 Term Loans were used to pay outstanding balances of the 2024 Term Loan and the 2024 Euro Term Loan. Additionally, the Company paid fees aggregating approximately $5.2 million in connection with the Second Amended Credit Agreement.

Under the New Senior Credit Facilities, borrowings bear interest as follows: (1) Term SOFR Loans (as defined in the Second Amended Credit Agreement) bear interest at a variable rate on a forward-looking Secured Overnight Financing Rate (“SOFR”) term rate plus 0.10% credit spread adjustment plus a margin of between 0.910% and 1.625%, depending on the Company’s ~~amended~~Consolidated Leverage Ratio (as defined in the Second Amended Credit Agreement) as of the last day of the immediately preceding fiscal quarter; and ~~restated certificate~~(2) Base Rate Loans (as defined in the Second Amended Credit Agreement) bear interest at a variable rate equal to (a) the highest of ~~incorporation,~~(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, (iii) the Term SOFR (as defined in the Second Amended Credit Agreement) plus 1.0% and (iv) 1.0%, plus a margin of between 0.0% 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 Term SOFR 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 2028 Term Loan and 2028 Euro Term Loan were 6.74% and 5.05% as of September ~~20, 2019,~~29, 2023, respectively. Interest is payable monthly for the 2028 Term Loans. The Company is required to maintain a Consolidated Leverage Ratio of 4.00 to 1.00 or less and includes a provision that the maximum Consolidated Leverage Ratio will be increased to 4.50 to 1.00 for the three 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 Company is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the Amended Credit Agreement) of at least 3.00 to 1.00. The Company is subject to 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 ~~authorized capital stock consists~~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 ~~500 million shares~~the debt financing for other than permitted uses. Additionally, upon the occurrence and during the continuance of ~~common stock~~an event of default, the lenders may declare the outstanding advances and all other obligations immediately due and payable. The Company was in compliance with ~~a par value~~all of ~~$0.01 per share~~its debt covenants as of September 29, 2023.

The interest rates for borrowings as of December 31, 2022, for the 2024 Term Loan and ~~15 million shares of preferred stock with no par value per share.~~ the 2024 Euro Term Loan were 5.98% and 3.28%, respectively.

2028 Convertible Notes

On ~~September 17, 2019,~~August 10, 2023, the Company issued the 2028 Convertible Notes due on August 15, 2028, 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 $65.2 million principal amount, was $500.2 million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $485.9 million. The Company used a portion of the net proceeds to pay the cash portion of the consideration in the exchange transaction described below under “Convertible Debt Exchanges”.

The 2028 Convertible Notes will accrue interest at a rate of 1.75% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 2028 Convertible Notes have an initial conversion rate of 21.5942 shares of the Company’s common stock per $1,000 principal amount, which is equivalent to ~~Danaher~~an initial conversion price of approximately $46.31 per share of the Company’s common stock and is subject to adjustment upon the occurrence of specified events. The 2028 Convertible Notes are governed by an indenture dated as ~~partial consideration~~of August 10, 2023 (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 2028 Convertible Notes are senior, unsecured obligations and are (i) equal in right 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 2028 Convertible 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 2028 Convertible Notes may convert at any time on or after February 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date. Holders will also have the right to convert prior to February 15, 2028, but only upon the occurrence of specified events. The Company will settle conversion by paying the principal amount in cash and any conversion value in excess of the principal amount in cash or a combination of cash and shares of the Company’s common stock. If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2028 Convertible Notes for cash at a repurchase price equal to 100% 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 in connection with such an event in certain circumstances. As of September 29, 2023, none of the conditions permitting early conversion by holders had been met, therefore, the 2028 Convertible Notes are classified as long-term debt.

The 2028 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 17, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount 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 exceeds 130% of the conversion price on (i) each of at 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 2028 Convertible Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that 2028 Convertible Note, in which case the conversion rate applicable to the conversion will be increased in certain circumstances if it is converted after it is called for redemption.

The 2028 Convertible Notes are accounted for in accordance with Accounting Standards Codification (“ASC”) 470 “Debt” and ASC 815 “Derivatives and Hedging”. The Company has evaluated all the embedded conversion options contained in the 2028 Convertible Notes to determine if there are embedded features that require bifurcation as a derivative as required by U.S. GAAP. Based on the Company’s analysis, it accounts for the ~~transfer~~2028 Convertible Notes as single units of accounting, a liability, because the Company concluded that the conversion features do not require bifurcation as a derivative.

2025 Convertible Senior Notes

On May 21, 2020, the Company issued the 2025 Convertible 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 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 ~~Dental business by Danaher~~net proceeds to pay for the ~~Company, which, together with the 100~~capped call transactions (“Capped Calls”) as further described below. The 2025 Convertible 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. The 2025 Convertible Notes have an initial conversion rate of 47.5862 shares of the Company’s common stock ~~previously held~~per $1,000 principal amount, 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 2025 Convertible Notes are governed by ~~Danaher resulted~~an indenture dated as of May 21, 2020 (the “2025 Convertible Note Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Convertible Note 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 2025 Convertible Notes are senior, unsecured obligations and are (i) equal in ~~Danaher owning 127.9~~right 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 2025 Convertible 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 may convert 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 will also have the right to convert prior to December 2, 2024, but only upon the occurrence of specified events. The Company will settle conversion requests by paying the principal amount in cash and any conversion value in excess of the principal amount in cash or a combination of cash and shares of the Company’s common stock. If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2025 Convertible 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 in connection with such an event in certain circumstances. As of September 29, 2023 and December 31, 2022, the stock price exceeded 130% of the conversion price of $21.01 in 20 days of the final 30 trading days ended September 29, 2023 and December 31, 2022, which satisfied one of the conditions permitting early conversion by holders, therefore, the 2025 Convertible Notes are classified as short-term debt.

The 2025 Convertible Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, 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 amounts 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 exceeds 130.0% of the conversion price on (i) each of at 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 2025 Convertible Note for redemption will constitute a “Make-Whole Fundamental Change”, as defined in the 2025 Convertible Note Indenture, in which case the conversion rate applicable to the conversion will be increased in certain circumstances if it is converted after it is called for redemption. On August 10, 2023, the Company settled $401.2 million of principal amount of 2025 Convertible Notes in the exchange transaction described below.

Convertible Debt Exchanges

On August 10, 2023, the Company entered into exchange agreements with a limited number of holders of the 2025 Convertible Notes to exchange $401.2 million principal amount of the 2025 Convertible Notes for aggregate consideration which consisted of approximately $403.0 million in cash, which included accrued interest, and approximately 8.4 million shares of the Company’s common ~~stock.~~ stock (“Notes Exchanges”). The Company recognized a non-cash inducement charge of $28.5 million in connection with the Notes Exchanges which was recorded within Other Expense in the Condensed Consolidated Statements of Operations, a reduction of $4.4 million of unamortized debt issuance costs, and an increase in additional paid-in capital of $24.1 million.

The following table sets forth total interest expense recognized related to convertible notes ($ in millions):


	Three Months Ended				Nine Months Ended
	September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Contractual interest expense:
2028 Convertible Notes	$	1.2	$	—	$	1.2	$	—
2025 Convertible Notes	2.3		3.1		8.4		9.2
Amortization of debt issuance costs:
2028 Convertible Notes	0.3		—		$	0.3	—
2025 Convertible Notes	0.4		0.7		$	1.9	2.2
Total interest expense	$	4.2	$	3.8	$	11.8	$	11.4

For the three and nine months ended September 29, 2023, the debt issuance costs were amortized using an annual effective interest rate of 2.4% and 3.0% for the 2028 Convertible Notes and the 2025 Convertible Notes, respectively.

As of September 29, 2023 and December 31, 2022, the if-converted value of the 2025 Convertible Notes exceeded the outstanding principal amount by $38.0 million and $311.7 million, respectively.

The remaining unamortized debt issuance costs for debt outstanding were as follows ($ in millions):


	September 29, 2023		December 31, 2022
2028 Convertible Notes	$	13.9	$	—
2025 Convertible Notes	1.2		7.5
Term Loans	4.4		1.7
Euro Term Loans	1.0		0.3
	$	20.5	$	9.5

The above unamortized debt issuance costs have been netted against their respective aggregate principal amounts of the related debt and are being amortized to interest expense over the term of the respective debt.

Capped Call Transactions

In connection with the offering of the 2025 Convertible Notes, the Company entered into Capped Calls with certain counterparties. The Capped Calls have an initial strike price of approximately $21.01 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2025 Convertible Notes. The Capped Calls have initial cap prices of $23.79 per share, subject to certain adjustments. The Capped Calls are generally intended to reduce or offset the potential dilution from shares of common stock issued upon any conversion of the 2025 Convertible Notes with such reduction or offset, as the case may be, subject to a cap 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.

On ~~September 20, 2019,~~August 10, 2023, in connection with the Notes Exchanges, the Company completed ~~its IPO~~a partial unwind of the Capped Calls resulting in the ~~issuance~~receipt of ~~an additional 30.8~~1.0 million shares of its common stock. ~~No preferred shares were issued or outstanding as of September 27, 2019.~~

~~Each share of the Company’s common stock entitles the holder to one vote on all matters to be voted upon~~

NOTE 14.ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by ~~common stockholders. The Company’s Board of Directors is authorized to issue shares of preferred stock~~component are summarized below ($ 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 power of the holders of common stock, could potentially discourage attempts by third parties to obtain control of the Company through certain types of takeover practices.millions).


	Foreign Currency Translation Adjustments		Unrealized Pension Costs		Total Accumulated Other Comprehensive Loss
Three Months Ended September 29, 2023
Balance, June 30, 2023	$	(251.6)	$	14.7	$	(236.9)
Other comprehensive loss before reclassifications:
Decrease	(65.7)		—		(65.7)
Income tax impact	(3.9)		—		(3.9)
Other comprehensive loss before reclassifications, net of income taxes	(69.6)		—		(69.6)
Amounts reclassified from accumulated other comprehensive loss:
Increase	—		(0.4)		(0.4)
Income tax impact	—		0.1		0.1
Amounts reclassified from accumulated other comprehensive loss, net of income taxes	—		(0.3)		(0.3)
Net current period other comprehensive loss, net of income taxes	(69.6)		(0.3)		(69.9)
Balance, September 29, 2023	$	(321.2)	$	14.4	$	(306.8)


	Foreign Currency Translation Adjustments		Unrealized Gain (Loss) on Cash Flow Hedges		Unrealized Pension Costs		Total Accumulated Other Comprehensive Loss
Three Months Ended September 30, 2022
Balance, July 1, 2022	$	(272.1)	$	0.2	$	(2.4)	$	(274.3)
Other comprehensive (loss) income before reclassifications:
Decrease	(109.9)		(0.3)		—		(110.2)
Income tax impact	(6.7)		0.1		—		(6.6)
Other comprehensive loss before reclassifications, net of income taxes	(116.6)		(0.2)		—		(116.8)
Amounts reclassified from accumulated other comprehensive loss:
Increase	—		—		(0.1)		(0.1)
Income tax impact	—		—		—		—
Amounts reclassified from accumulated other comprehensive loss, net of income taxes	—		—		(0.1)		(0.1)
Net current period other comprehensive loss, net of income taxes	(116.6)		(0.2)		(0.1)		(116.9)
Balance, September 30, 2022	$	(388.7)	$	—	$	(2.5)	$	(391.2)


	Foreign Currency Translation Adjustments		Unrealized Pension Costs		Total Accumulated Other Comprehensive Loss
Nine Months Ended September 29, 2023
Balance, December 31, 2022	$	(240.5)	$	15.4	$	(225.1)
Other comprehensive loss before reclassifications:
Decrease	(78.3)		—		(78.3)
Income tax impact	(2.4)		—		(2.4)
Other comprehensive loss before reclassifications, net of income taxes	(80.7)		—		(80.7)
Amounts reclassified from accumulated other comprehensive loss:
Increase	—		(1.3)		(1.3)
Income tax impact	—		0.3		0.3
Amounts reclassified from accumulated other comprehensive loss, net of income taxes	—		(1.0)		(1.0)
Net current period other comprehensive loss, net of income taxes	(80.7)		(1.0)		(81.7)
Balance, September 29, 2023	$	(321.2)	$	14.4	$	(306.8)


	Foreign Currency Translation Adjustments		Unrealized Gain (Loss) on Cash Flow Hedges		Unrealized Pension Costs		Total Accumulated Other Comprehensive Loss
Nine Months Ended September 30, 2022
Balance, December 31, 2021	$	(139.6)	$	(1.7)	$	(2.2)	$	(143.5)
Other comprehensive (loss) income before reclassifications:
(Decrease) increase	(224.1)		2.2		—		(221.9)
Income tax impact	(25.0)		(0.5)		—		(25.5)
Other comprehensive (loss) income before reclassifications, net of income taxes	(249.1)		1.7		—		(247.4)
Amounts reclassified from accumulated other comprehensive loss:
Increase	—		—		(0.3)		(0.3)
Income tax impact	—		—		—		—
Amounts reclassified from accumulated other comprehensive loss, net of income taxes	—		—		(0.3)		(0.3)
Net current period other comprehensive (loss) income, net of income taxes	(249.1)		1.7		(0.3)		(247.7)
Balance, September 30, 2022	$	(388.7)	$	—	$	(2.5)	$	(391.2)

The following table ~~summarizes~~presents the Company’s ~~stock activity (shares~~revenues disaggregated by geographical region for the three and nine months ended September 29, 2023 and September 30, 2022 ($ 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, experienced extended periods of accelerated growth in gross domestic product and infrastructure, to include 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-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 Danaher 127.9
—
127.9
—
Issuance of common stock 30.8
—
30.8
—
Balance, end of period 158.7
—
158.7
—


	Three Months Ended September 29, 2023						Three Months Ended September 30, 2022
	Specialty Products & Technologies		Equipment & Consumables		Total		Specialty Products & Technologies		Equipment & Consumables		Total
Geographical region:
North America	$	170.1	$	161.9	$	332.0	$	176.5	$	163.5	$	340.0
Western Europe	95.4		24.1		119.5		77.7		23.6		101.3
Other developed markets	22.0		8.4		30.4		21.7		8.6		30.3
Emerging markets	112.0		37.4		149.4		119.5		40.0		159.5
Total	$	399.5	$	231.8	$	631.3	$	395.4	$	235.7	$	631.1

~~Stock-Based Compensation~~


	Nine Months Ended September 29, 2023						Nine Months Ended September 30, 2022
	Specialty Products & Technologies		Equipment & Consumables		Total		Specialty Products & Technologies		Equipment & Consumables		Total
Geographical region:
North America	$	533.7	$	463.4	$	997.1	$	535.3	$	480.1	$	1,015.4
Western Europe	327.0		86.5		413.5		284.5		85.0		369.5
Other developed markets	68.2		27.1		95.3		69.1		29.2		98.3
Emerging markets	297.6		117.4		415.0		311.3		113.8		425.1
Total	$	1,226.5	$	694.4	$	1,920.9	$	1,200.2	$	708.1	$	1,908.3

~~For a full description~~

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 September 29, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $73.6 million and the Company expects to recognize revenue on the majority of this amount over the next 12 months.

Contract Liabilities

The Company often receives cash payments from customers in advance of the Company’s ~~stock-based compensation programs, refer~~performance 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 15~~recognize revenue. As of ~~the Company’s financial statements as of~~September 29, 2023 and ~~for the year ended~~ December 31, ~~2018~~2022, the contract liabilities were $108.8 million and $87.5 million, respectively, and are included within ~~the Company’s Prospectus.~~

Significant Customers

Sales to the Company’s ~~common stock at~~largest customer were 13% and 11% of sales for the ~~time of the Distribution, with adjustments~~three and nine months ended September 29, 2023, respectively. Sales 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~~largest customer were 11% 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.

Based on historical experience, the Company generally has more sales in the second half of ~~both~~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 this seasonality in sales, profitability in the Equipment & Consumables segment also tends to be higher in the second half of the year. There are no assurances that these historical trends will continue in the future.

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, pursuant to significant restructuring programs.

Restructuring related charges by segment were as follows ($ in millions):


	Three Months Ended				Nine Months Ended
	September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Specialty Products & Technologies	$	1.7	$	4.5	$	9.5	$	12.7
Equipment & Consumables	5.0		4.2		14.0		12.6
Other	0.1		0.9		1.2		2.8
Total	$	6.8	$	9.6	$	24.7	$	28.1

Restructuring related charges were reflected in the following captions in the accompanying Condensed Consolidated Statements of Operations ($ in millions):


	Three Months Ended				Nine Months Ended
	September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Cost of sales	$	1.0	$	3.4	$	7.3	$	10.0
Selling, general and administrative expenses	5.8		6.2		17.4		18.1
Total	$	6.8	$	9.6	$	24.7	$	28.1

At September 29, 2023 and ~~Danaher’s equity awards. For both~~December 31, 2022, the restructuring liability was $13.3 million and $18.9 million, respectively.

NOTE 17. INCOME TAXES

The Company’s effective tax rates from continuing operations of 39.9% and 26.8% for the three and ~~nine-month periods~~nine months ended September ~~28, 2018, stock-based compensation consisted~~29, 2023, respectively, differ from the U.S. federal statutory rate of ~~Danaher equity awards. As~~21.0% primarily due to the nondeductible nature of the convertible debt inducement expense for U.S. tax purposes, the Company’s geographical mix of earnings, and discrete tax items.

The Company’s effective tax rates from continuing operations of 21.5% and 21.0% for the three and nine months ended September ~~27, 2019, $24 million~~30, 2022, respectively, differ from the U.S. federal statutory rate of ~~total unrecognized compensation cost related~~21.0% primarily due to ~~RSUs/PSUs is expected~~the Company’s geographical mix of earnings and discrete tax items.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implemented a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases, and several tax incentives to ~~be recognized over~~promote clean energy. Based on the Company’s current analysis of the provisions, this legislation did not have a ~~weighted average period~~material impact on its Condensed Consolidated Financial Statements as of ~~approximately~~or for the three ~~years. As of~~and nine months ended September 27, 2019, $21 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.29, 2023.

NOTE ~~13.~~ 18.~~NET~~ EARNINGS PER SHARE

~~Basic net earnings~~Earnings per share ~~(“EPS”)~~ is calculated by dividing ~~net earnings~~the applicable income by the weighted average number of shares of common stock outstanding for the applicable period. Diluted ~~net EPS~~earnings per share is computed based on the weighted average number of common shares outstanding ~~increased~~plus the effect of dilutive potential shares outstanding during the period using the treasury stock method, except for the 2028 Convertible Notes and 2025 Convertible Notes, which are calculated using the if-converted method. Dilutive potential common shares include employee equity options, non-vested shares and similar instruments granted by the ~~number~~Company and the assumed conversion impact of ~~additional shares that would have been~~convertible notes. The Company will settle any convertible note conversions through a combination settlement by satisfying the principal amount outstanding ~~had the potentially dilutive common shares been issued~~with cash and ~~reduced by the number of shares the Company could have repurchased with the proceeds from the issuance~~any convertible note conversion value in excess of the ~~potentially dilutive shares.~~

The Company’s issuance of shares of its common stock to Danaher as partial consideration for the transfer of the Dental business by Danaher to the Company on September 17, 2019, together with the 100principal amount in cash or shares of the Company’s common stock ~~previously held by Danaher, resulted~~or any combination thereof. As the Company will settle the principal amount of convertible notes in ~~127.9 million shares~~cash upon conversion, the convertible notes only have an impact on the Company's diluted earnings per share when the average share price of the Company’s common stock ~~being held by Danaher, which are being utilized~~exceeds the conversion price, in any applicable period. See the computation of earnings per share below for the ~~calculation~~dilutive impact of ~~both basic~~the convertible notes for the three and ~~diluted EPS for all prior periods presented.~~ nine months ended September 29, 2023 and September 30, 2022.

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 of~~2025 Convertible Notes, the Company ~~the calculation of diluted EPS does not include~~entered into Capped Calls, 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 Danaher~~dilution 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 issued upon conversion. The Company completed a partial unwind of the Capped Calls in connection with the Notes Exchanges. Refer to Note 13 for further discussion of the Capped Calls.

The impact of the Capped Calls is not included when calculating potentially dilutive shares since their effect is anti-dilutive. The Capped Calls will mitigate dilution for the ~~three~~conversion of the remaining 2025 Convertible Notes up to the Company’s common stock price of $23.79. If the remaining 2025 Convertible 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 remaining 2025 Convertible Notes.

The table below presents the computation of basic and ~~nine-months ended September 27, 2019 and September 28, 2018, is summarized as follows~~diluted earnings per share ($ and shares in millions, except per share amounts):


	Three Months Ended				Nine Months Ended
	September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Numerator:
Income from continuing operations, net of tax	$	21.5	$	49.6	$	117.2	$	164.5
Income from discontinued operations, net of tax	—		(2.0)		—		5.1
Net income	$	21.5	$	47.6	$	117.2	$	169.6

Denominator:
Weighted-average common shares outstanding used in basic earnings per share	168.2		163.1		165.3		162.7
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive restricted stock units	2.1		2.8		2.4		3.5
Assumed conversion of 2025 Convertible Notes	4.9		11.0		8.6		12.2
Weighted average common shares outstanding used in diluted earnings per share	175.2		176.9		176.3		178.4

Earnings per share:
Earnings from continuing operations - basic	$	0.13	$	0.30	$	0.71	$	1.01
Earnings from continuing operations - diluted	$	0.12	$	0.28	$	0.66	$	0.92

Earnings from discontinued operations - basic	$	—	$	(0.01)	$	—	$	0.03
Earnings from discontinued operations - diluted	$	—	$	(0.01)	$	—	$	0.03

Earnings - basic	$	0.13	$	0.29	$	0.71	$	1.04
Earnings - diluted	$	0.12	$	0.27	$	0.66	$	0.95

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 EPS 130.6
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 Ended		Nine Months Ended
	September 29, 2023	September 30, 2022	September 29, 2023	September 30, 2022
Stock-based awards	1.9	1.9	2.0	1.5
2028 Convertible Notes	2.6	—	0.9	—
Total	4.5	1.9	2.9	1.5

NOTE ~~14.~~ 19. SEGMENT INFORMATION

The Company operates and reports its results in 2two 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), interest 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. ~~Intersegment~~The identifiable assets by segment are those used in each segment’s operations. Inter-segment amounts are not significant and are eliminated to arrive at ~~combined~~consolidated totals.

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

On December 31, 2021, the Company sold substantially all of its KaVo Treatment Unit and Instrument Business, which was part of the Company’s Equipment & Consumables segment. As a result, the financial results of the KaVo Treatment Unit and Instrument Business for the three and nine months ended September 30, 2022, were reported as discontinued operations and all segment information and descriptions exclude the KaVo Treatment Unit and Instrument Business. As of December 31, 2022, all activities related to the sale of the KaVo Treatment Unit and Instrument Business were completed and therefore there are no discontinued operations reported for the three and nine months ended September 29, 2023. Refer to Note 3 for more information on the Company’s discontinued operations.

Segment ~~results are~~related information is shown below ($ in millions):


	Three Months Ended				Nine Months Ended
	September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Sales:
Specialty Products & Technologies	$	399.5	$	395.4	$	1,226.5	$	1,200.2
Equipment & Consumables	231.8		235.7		694.4		708.1
Total	$	631.3	$	631.1	$	1,920.9	$	1,908.3

Operating profit and reconciliation to income before taxes from continuing operations:
Specialty Products & Technologies	$	61.4	$	62.3	$	188.2	$	206.6
Equipment & Consumables	43.9		44.7		124.8		120.4
Other	(22.0)		(32.5)		(78.7)		(95.8)
Operating profit	83.3		74.5		234.3		231.2
Nonoperating income (expense):
Other (expense) income	(32.1)		0.3		(24.7)		0.9
Interest expense, net	(15.4)		(11.6)		(49.5)		(23.9)
Income before taxes from continuing operations	$	35.8	$	63.2	$	160.1	$	208.2

Identifiable assets:					September 29, 2023		December 31, 2022
Specialty Products & Technologies					$	3,384.5	$	3,475.7
Equipment & Consumables					2,428.4		2,455.3

Other					870.9		656.0
Total					$	6,683.8	$	6,587.0

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 & Consumables 341.5
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 & Consumables 31.1
36.9
48.1
63.8
Other (7.0 ) (7.0 ) (23.8 ) (19.7 )
Total $ 78.7
$ 81.4
$ 199.5
$ 230.8

September 27, 2019 December 31, 2018
Specialty Products & Technologies $ 3,665.2
$ 3,539.1
Equipment & Consumables 2,219.9
2,294.1
Other 233.3
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.

~~Corporate Expenses~~

~~Insurance Programs Administered by Danaher~~

~~Medical Insurance Programs Administered by Danaher~~

~~Deferred Compensation Program Administered by Danaher~~

~~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 expenses 0.8
1.0
2.7
2.9
Medical insurance programs expenses 11.0
13.0
35.5
39.4
Deferred compensation program expenses 0.1
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~~

~~Revenue and other transactions entered into in the ordinary course of business~~

~~ITEM~~Item 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.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with ~~the unaudited~~other information, including our Condensed Consolidated ~~and Combined Condensed~~ Financial Statements and ~~accompanying footnotes~~related notes included in Part I, Item 1, Financial Information, of this Quarterly Report on Form 10-Q, our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 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 risks~~Unless 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~~

~~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 States~~U.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 sells~~we 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 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-looking~~Forward-looking statements ~~include the following:~~

~~The Company is a “controlled company” within the meaning of the rules oftheNYSE~~and, 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.

BASIS OF PRESENTATION

The accompanying Condensed Consolidated ~~and Combined Condensed~~ Financial Statements present ~~the~~our historical financial position, results of operations, changes in stockholders’ equity and cash flows ~~of Envista~~ in accordance with ~~accounting principles generally accepted~~GAAP.

Sale of the KaVo Treatment Unit and Instrument Business

On December 31, 2021, we sold substantially all of the KaVo Treatment Unit and Instrument Business (the “Divestiture”) to planmeca Verwaltungs Gmbh, Germany (“Planmeca”), pursuant to the master sale and purchase agreement (the “Purchase Agreement”) among us, Planmeca, and Planmeca Oy, as guarantor. However, the transfer of assets in certain countries was not executed and closed until 2022 (“Deferred Local Closing”). As of December 31, 2022, all Deferred Local Closings were completed and we received total net cash consideration of $386.4 million in accordance with the terms of the Purchase Agreement.



Title of each class	Trading ~~Symbol(s)~~symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	NVST	New York Stock Exchange



								~~Page~~PART I. FINANCIAL INFORMATION
~~PART I -~~			~~FINANCIAL INFORMATION~~		PAGE

Item 1.	Condensed Consolidated Balance Sheets			~~Consolidated and Combined Condensed Balance Sheets~~		1

	Condensed Consolidated ~~and Combined Condensed~~ Statements of ~~Earnings~~Operations			2

	Condensed Consolidated ~~and Combined Condensed~~ Statements of Comprehensive Income (Loss)			3

	Condensed Consolidated ~~and Combined Condensed~~ Statements of Changes in Stockholders' Equity			4

	Condensed Consolidated ~~and Combined Condensed~~ Statements of Cash Flows			56

	Notes to Condensed Consolidated ~~and Combined Condensed~~ Financial Statements			68

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2729

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			4042

Item 4.	Controls and Procedures			4042

PART ~~II -~~							II. OTHER INFORMATION

Item 1.			Legal Proceedings		~~Legal Proceedings~~43		41

Item 1A.	Risk Factors			~~Risk Factors~~43		41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			4148
Item 3.			Defaults Upon Senior Securities		48
Item 4.			Mine Safety Disclosures		48
Item 5.			Other Information		48
Item 6.			Exhibits		~~Exhibits~~49		42

	~~Signatures~~	45



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	September 27, 2019			December 31, 2018
ASSETS
Current assets:
Cash and equivalents	$	193.2		$	—
Trade accounts receivable, net	456.4			459.8
Inventories:
Finished goods	176.5			166.8
Work in process	31.7			34.3
Raw materials	70.2			77.6
Total inventories	278.4			278.7
Prepaid expenses and other current assets	50.5			48.3
Total current assets	978.5			786.8
Property, plant and equipment, net of accumulated depreciation of $394.2 and $375.2, respectively	283.1			261.6
Other long-term assets	282.5			77.4
Goodwill	3,283.2			3,325.5
Other intangible assets, net	1,291.1			1,390.3
Total assets	$	6,118.4		$	5,841.6
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	7.5		$	—
Trade accounts payable	181.4			217.4
Accrued expenses and other liabilities	571.8			423.6
Total current liabilities	760.7			641.0
Other long-term liabilities	539.2			374.2
Long-term debt	1,304.5			—
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, 2018	1.6			—
Additional paid-in capital	3,613.6			—
Retained earnings	37.0			—
Net parent investment	—			4,901.3
Accumulated other comprehensive loss	(140.9		)	(78.2		)
Total Envista equity	3,511.3			4,823.1
Noncontrolling interests	2.7			3.3
Total equity	3,514.0			4,826.4
Total liabilities and equity	$	6,118.4		$	5,841.6



	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	)



Cash paid for amounts included in the measurement of operating lease liabilities	$	28.7
ROU assets obtained in exchange for operating lease obligations	41.3



Lease Assets and Liabilities	Classification
Assets:
Operating lease ROU assets	Other long-term assets	$	201.8

Liabilities:
Current:
Operating lease liabilities	Accrued expenses and other liabilities	$	27.1
Long-term:
Operating lease liabilities	Other long-term liabilities	186.7
Total operating lease liabilities		$	213.8

Weighted average remaining lease term		11 years
Weighted average discount rate		3.1		%



Remainder of 2019	$	8.4
2020	31.6
2021	26.3
2022	24.0
2023	22.6
Thereafter	145.2
Total operating lease payments	258.1
Less: imputed interest	44.3
Total operating lease liabilities	$	213.8



Balance, December 31, 2018	$	3,325.5
Foreign currency translation	(42.3		)
Balance, September 27, 2019	$	3,283.2



	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
Other	7.8
Total debt	1,312.0
Less: currently payable	7.5
Long-term debt	$	1,304.5


							Nine Months Ended September 29, 2023				Nine Months Ended September 30, 2022
	Notional Amount		Gain (Loss) Recognized in OCI				Notional Amount		Gain Recognized in OCI		Notional Amount		Gain Recognized in OCI
Three and Nine-Month Periods Ended September 27, 2019

Foreign currency denominated debt						Foreign currency denominated debt	$	370.1	$	7.3	$	203.9	$	32.7
Foreign currency contracts						Foreign currency contracts	150.0		2.5		—		68.5
Interest rate contracts	$	650.0	$	(0.7	)	Interest rate contracts	—		—		—		2.2
Foreign currency contracts	650.0		5.7
Foreign currency denominated debt	656.5		7.2
Total	$	1,956.5	$	12.2		Total	$	520.1	$	9.8	$	203.9	$	103.4



Derivative assets:
Prepaid expenses and other current assets	$	5.7

Derivative liabilities:
Accrued expense and other liabilities	0.7

Nonderivative hedging instruments:
Long-term debt	656.5


	% Change Three Month Period Ended September 29, 2023 vs. Comparable 2022 Period		% Change Nine Month Period Ended September 29, 2023 vs. Comparable 2022 Period
Total sales growth (GAAP)	—	%	0.7	%
Plus the impact of:
Acquisition	—	%	(1.7)	%

Currency exchange rates	0.8	%	1.2	%
Core sales growth (non-GAAP)	0.8	%	0.2	%



	% 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 products	1.0	%	1.5	%
Currency exchange rates	1.5	%	2.5	%
Core sales growth (non-GAAP)	(0.5	)%	1.5	%



Exhibit Number				Description
3.1			Second Amended and Restated Certificate of Incorporation of Envista Holdings Corporation (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2021, Commission File No. 001-39054)
3.2		Third Amended and Restated Bylaws of Envista Holdings ~~Corporation’s~~Corporation effective as of May 22, 2023 (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on May 26, 2023, Commission File No. 001-39054)
4.1		Indenture, dated as of August 10, 2023, between Envista Holdings Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2023)
4.2		Form of certificate representing the 1.75% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2023)
10.1		The Second Amended Credit Agreement, dated August 31, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September ~~20, 2019).~~1, 2023, Commission File No. 001-39054)

~~3.2~~10.2*	~~Amended and Restated Bylaws of Envista Holdings Corporation (incorporated by reference~~Amendment No. 2 to ~~Exhibit 3.2 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).~~

~~4.1~~	Specimen common stock certificate (incorporated by reference to Exhibit 4.1 of Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).

~~10.1~~	Separation Agreement, dated as of September 19, 2019, by and between Envista Holdings Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.1 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.2~~	Transition Services Agreement, dated as of September 19, 2019, by and between Envista Holdings Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.2 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.3~~	Tax Matters Agreement, dated as of September 19, 2019, by and between Envista Holdings Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.3 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.4~~	Employee Matters Agreement, dated as of September 19, 2019, by and between Envista Holdings Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.4 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.5~~	Intellectual Property Matters Agreement, dated as of September 19, 2019, by and between Envista Holdings Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.5 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.6~~	DBS License Agreement, dated as of September 19, 2019, by and between Envista Holdings Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.6 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.7~~	Registration Rights Agreement, dated as of September 19, 2019, by and between Envista Holdings Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.7 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.8~~	Credit Agreement, dated as of September 20, 2019, by and among Envista Holdings Corporation, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto (incorporated by reference to Exhibit 10.8 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).

~~10.9~~	Envista Holdings Corporation Senior Leader Severance Pay Plan (incorporated by reference to Exhibit 10.9 to Envista Holdings Corporation’s Current Report on Form 8-K filed on September 20, 2019).*

~~10.10~~	Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of Envista Holdings Corporation’s Registration Statement on Form S-8 (Registration No. 333-233810) filed on September 17, 2019).*

~~10.11~~31.1	Envista Holdings Corporation Excess Contribution Program, a sub-plan under the Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of Envista Holdings Corporation’s Registration Statement on Form S-8 (Registration No. 333-233810) filed on September 17, 2019).*

~~10.12~~	Envista Holdings Corporation Executive Deferred Incentive Program, a sub-plan under the Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of Envista Holdings Corporation’s Registration Statement on Form S-8 (Registration No. 333-233810) filed on September 17, 2019).*
~~10.13~~	Envista Holdings Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 of Envista Holdings Corporation’s Registration Statement on Form S-8 (Registration No. 333-233810) filed on September 17, 2019).*

~~10.14~~	Form of Envista Holdings Corporation Stock Option Agreement (incorporated by reference to Exhibit 10.9 to Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).*



~~10.15~~		Form of Envista Holdings Corporation Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.10 to Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).*

~~10.16~~		Form of Envista Holdings Corporation Agreement Regarding Competition and Protection of Proprietary Interests (incorporated by reference to Exhibit 10.15 to Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).*

~~10.17~~		Form of Envista Holdings Corporation Agreement Regarding Solicitation and Protection of Proprietary Interests (California) (incorporated by reference to Exhibit 10.16 to Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).*

~~10.18~~		Form of Envista Holdings Corporation Stock Option Agreement for Independent Directors (incorporated by reference to Exhibit 10.17 to Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).*

~~10.19~~		Form of Envista Holdings Corporation Restricted Stock Unit Agreement for Independent Directors (incorporated by reference to Exhibit 10.18 to Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).*
~~10.20~~		Form of Envista Holdings Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.20 to Envista Holdings Corporation’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019).*

~~10.21~~		Employment Agreement between Hans Geiselhöringer and Nobel Biocare Services AG (incorporated by reference to Exhibit 10.21 to Envista Holdings Corporation’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019).*

~~10.22~~		Offer Letter Agreement, dated July 29, 2019, between DH Dental Employment Services LLC and Amir Aghdaei (incorporated by reference to Exhibit 10.22 to Envista Holdings Corporation’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019).*

~~10.23~~		Offer Letter Agreement, dated July 29, 2019, between DH Dental Employment Services LLC and Curt Bludworth (incorporated by reference to Exhibit 10.23 to Envista Holdings Corporation’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019).*

~~10.24~~		Offer Letter Agreement, dated July 29, 2019, between DH Dental Employment Services LLC and Patrik Eriksson (incorporated by reference to Exhibit 10.24 to Envista Holdings Corporation’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019).*

~~10.25~~		Offer Letter Agreement, dated July 29, 2019, between DH Dental Employment Services LLC and Howard Yu (incorporated by reference to Exhibit 10.25 to Envista Holdings Corporation’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019).*

~~10.26~~		Letter Agreement between Envista Holdings Corporation and Hans Geiselhöringer (incorporated by reference to Exhibit 10.26 to Envista Holdings Corporation’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019).*

~~10.27~~		Protection of Proprietary Rights Agreement between Nobel Biocare Services AG and Hans Geiselhöringer (incorporated by reference to Exhibit 10.27 to Envista Holdings Corporation’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019).*

~~11.1~~		~~Computation of per-share earnings (See Note 13, “Net Earnings Per Share”, to the Company’s Consolidated and Combined Condensed Financial Statements).~~

~~31.1~~		Certification of Chief Executive Officer ~~Pursuant~~pursuant to Item 601(b)(31) of Regulation S-K, ~~As Adopted Pursuant~~as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of ~~Chief~~Principal Financial Officer ~~Pursuant~~pursuant to Item 601(b)(31) of Regulation S-K, ~~As Adopted Pursuant~~as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		~~Certification~~Certifications of Chief Executive Officer ~~Pursuant~~and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, ~~As Adopted Pursuant~~as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
~~32.2~~		~~Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

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



~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase Document
101.PRE
~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase Document
104
~~104~~		Cover Page Interactive Data File (formatted as ~~inline~~Inline XBRL and contained in Exhibit 101)
*Indicates management contract or compensatory plan, contract or arrangement.





			ENVISTA HOLDINGS CORPORATION
Date: ~~October 23, 2019~~November 1, 2023		By:		/s/ ~~Howard Yu~~	Faez Kaabi
				~~Howard Yu~~	Faez Kaabi
				~~Senior Vice President and Chief Financial Officer~~

~~Date: October 23, 2019~~	~~/s/ Kari-Lyn Moore~~
	~~Kari-Lyn Moore~~
	Vice President and Chief Accounting Officer