nvst-20231231

Certain statements included or incorporated by reference in this Annual Report are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: 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 we sell into; future regulatory 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; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Item 1A. Risk Factors” in this Annual Report.

◦“Reinvest for Growth”: Streamlining our business operations and reducing costs has allowed us to reposition ourselves to create a digital and consumable workflow-oriented portfolio. We have invested in our Specialty Products & Technology segment, adding manufacturing capacity and personnel to these businesses, with plans for further investment in 2024. We intend to drive shareholder value by deploying capital to acquire or invest in other businesses that strategically fit into or extend our product offering into new or attractive adjacent markets - the Intraoral Scanner Business and Osteogenics acquisitions in 2022 are examples of this strategy in action. We are planning to expand our clinical training and education infrastructure to further increase brand loyalty, deepen our relationships with dental practitioners and further enhance patient access to high quality dental care. We believe these investments better position us to effectively meet the needs of our customers, particularly the growing Dental Service Organization (“DSO”) segment, which values a comprehensive, end-to-end product offering with the ability to roll out new technologies and procedure-focused trainings at scale.

Although our businesses generally operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment because none of our competitors offer all of the same product and service lines and serve all of the same markets as we do. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors, including well-established regional competitors, competitors who are more specialized than we are in particular markets, as well as larger companies or divisions of larger companies with substantial sales, marketing, research and financial capabilities. We face increased competition in a number of our served markets as a result of the entry of competitors based in low-cost manufacturing locations, and increasing consolidation in particular markets. Key competitive factors vary among our businesses and product and service lines, but include the specific factors noted above with respect to each segment and typically also include price, quality, performance, delivery speed, applications expertise, distribution channel access, service and support, technology and innovation, breadth of product, service and software offerings and brand name recognition. For a discussion of risks related to competition, please refer to “Item 1A. Risk Factors—Risks Related to Our Industry.”

Our compensation programs and practices are designed to attract employees, motivate and reward performance, drive growth and support retention. We offer competitive compensation packages based on market data, which include base salary with annual merit increases and may also include annual cash performance incentives, commissions, overtime opportunities, allowances and, in some countries where these are customary, additional monthly payments. In addition, employees in select senior management roles may receive long-term compensation in the form of equity awards. We regularly review our compensation structure to ensure that we remain competitive, reward top performance, as well as to ensure internal equity. We partner with independent third-party experts to conduct annual pay assessments. Our most recent pay equity review demonstrated that we had maintained 99% gender pay equity in the U.S. and 99% race/ethnicity pay equity in the U.S. In the U.S., our benefits package includes health (medical, dental & vision) insurance, paid time off, paid parental leave, a retirement plan and life and disability coverage. Outside of the U.S., we offer our employees robust benefits based on local regulations and best practices of the countries in which we operate. Globally, we offer an Employee Assistance Program to all employees to support the mental health and well-being of employees and their families.

In the European Union (“EU”), our products are subject to the medical device laws of the various member states, which for many years were based on Directives of the European Commission. However, in May 2017, the EU adopted new, formal regulations to replace such Directives; specifically, the EU Medical Device Regulation (the “EU MDR”) which imposes stricter requirements for the marketing and sale of medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. The EU regulations were adopted with staggered transitional periods that have since been updated. In February 2023, the European Parliament and European Council adopted legislation that extended the compliance dates for EU MDR to 2027 or 2028, based upon the risk class of the device. Regulatory requirements in the United Kingdom (“UK”) are also changing as a result of Brexit (the UK’s withdrawal from the EU), and regulatory requirements in Switzerland are changing as a result of the country’s withdrawal from its Mutual Recognition Agreement with the EU Commission. Complying with the EU MDR and the evolving regulatory regimes in the UK and Switzerland requires modifications to our quality management systems, additional resources in certain functions and updates to technical files, among other changes.

Federal consumer protection and unfair competition laws broadly regulate marketplace activities and activities that potentially harm consumers. Analogous U.S. state laws and regulations, such as state anti-kickback and false claims laws, also may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers. Further, there are state laws that require medical device manufacturers to comply with the voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; state and local laws requiring the registration of sales representatives; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Some state breach notification laws may also impose physical and electronic security requirements regarding the safeguarding of personal information, such as social security numbers and bank and credit card account numbers. Violation of state privacy, security, and breach notification laws can trigger significant monetary penalties or significant legal liability. In addition, certain states’ privacy, security, and data breach laws, including, for example, the California Consumer Privacy Act (as amended by the California Privacy Rights Act, the “CCPA”), include private rights of action that may expose us to private litigation regarding our privacy and security practices and significant damages awards or settlements in civil litigation. Numerous other states have adopted within the past three years or are in the process of adopting various privacy-related laws and regulations. Complying with comprehensive state privacy laws and other existing, emerging and changing privacy requirements could cause the Company to incur substantial costs or require it to change its business practices and policies.

We are also subject to the General Data Protection Regulation (“GDPR”), the primary data protection law in the European Economic Area, including the European Union (collectively, the “EU”), as well as associated EU member state data protection laws and the UK GDPR in the United Kingdom. These laws impose significant requirements for covered businesses (controllers and processors) of personal data, including, for example, standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, an individual data rights regime, timelines for data breach notifications, limitations on retention and secondary uses of information, requirements pertaining to health data and pseudonymised (i.e., deidentified) data, restrictions on data transfers outside of the EU, and obligations when we contract third-party processors in connection with the processing of personal data. The GDPR allows EU member states certain flexibility to make additional laws and regulations concerning the same issues, including, for example, further limiting the processing of genetic, biometric or health data. Failure to comply with the requirements of the GDPR may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher. Other administrative penalties may be imposed under the applicable national data protection laws of the EU member states.

Our business is sensitive to general economic conditions. Sustained inflation, rising interest rates, slower global economic growth, threatened or actual recessions, continuing supply chain disruptions, geopolitical tensions, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, consumer confidence, high levels of unemployment or underemployment (and a corresponding increase in the uninsured and underinsured population), reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, changes in capital requirements for financial institutions, government deficit reduction and budget negotiation dynamics, sequestration, austerity measures, social or political unrest, the impact of the COVID-19 pandemic and other challenges that affect the global economy have previously and may continue to adversely affect us and our distributors, customers and suppliers. Our success also depends upon the continued strength of the markets we serve. In many markets, dental reimbursement is largely out of pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of our products are considered necessary by patients regardless of the economic environment, certain products and services that support discretionary dental procedures may be susceptible to changes in economic conditions. The above factors can have the effect of:

For example, we generate approximately 10% of our annual sales from Greater China. Accordingly, our business, financial condition and results of operations may be adversely influenced by evolving political, economic and social conditions in China generally. China’s government continues to play a significant role in regulating industry development by imposing industrial policies, and it maintains control over China’s economic growth through setting monetary policy and determining treatment of particular industries or companies. For example, China has implemented volume-based procurement policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumables. Further, considerable uncertainty exists regarding the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the U.S. and China. Any uncertainty or adverse changes to economic conditions in China or the policies of China’s government or its laws and regulations could have a material adverse effect on the overall economic growth of China and could impact our business and operating results, leading to a reduction in demand for our products and adversely affecting our business, growth rate, competitive position, results of operations and financial condition.

We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased or other restrictions on our imports will be imposed in the future or adversely modified, or what effect such actions would have on our costs of operations. Future quotas, duties or tariffs may adversely affect our business, financial condition, results of operations or cash flows. Future trade agreements could also provide our competitors with an advantage over us, or increase our costs, either of which could adversely affect our business, financial condition, results of operations or cash flows. Furthermore, trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us. Sustained geopolitical tensions could lead to long-term changes in global trade and supply chains, and decoupling of global trade networks, which could have a material adverse effect on our business and growth prospects.

As further discussed in the section entitled “Item 1. Business—Materials,” our manufacturing and other operations employ a wide variety of components, raw materials and other commodities, including metallic-based components, electronic components, chemicals, and plastics. Prices for and availability of these components, raw materials and other commodities have fluctuated significantly in the past. Any sustained interruption in the supply of these items, including as a result of shipping risks, such as container shortages, blocked shipping lanes, and port backlogs, could adversely affect our business. In addition, due to, among other items, the highly competitive nature of the industries that we serve, the cost-containment efforts of our customers, and the terms of certain contracts we are party to, there can be no assurance that the marketplace will support higher prices or that price increases and productivity gains, procurement deflation projects or savings will fully offset any raw material cost increases in the future. If we are unable to fully recover higher commodity costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability could decline and our financial statements could be adversely affected.

We purchase materials, components and equipment from third parties for use in our manufacturing operations, including metallic-based components, electronic components, chemicals, and plastics. Our profitability could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers may extend lead times, limit supplies or increase prices. If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase or we may breach our contractual commitments and incur liabilities. Conversely, in order to secure supplies for the production of products, we sometimes enter into non-cancelable purchase commitments with vendors, which could impact our ability to adjust our inventory to reflect declining market demands. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges and our profitability may suffer. For example, we have recently experienced and may continue to experience inflationary increases in our manufacturing costs and operating expenses. Prolonged inflation may also reduce or delay orders for our products and for certain products we may be unable to satisfy demand, both of which could adversely impact our sales and results of operations.

In addition, some of our businesses purchase certain materials, components and services from sole or limited source suppliers for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design. If these or other suppliers encounter financial, operating or other difficulties or if our relationship with them changes, we may not be able to establish additional or replacement suppliers in a timely or cost-effective manner, including as a result of FDA and other regulations that require, among other things, validation of materials and components prior to their use in our products, which could further negatively impact our business and results of operations. The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health issues and restrictions, war, terrorist actions, cyberattacks, widespread protests and civil unrest, governmental actions and legislative or regulatory changes. Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies. The supply chains for our businesses have also been impacted by the COVID-19 related lockdowns in China and the Russia-Ukraine conflict. Failure to obtain the needed supply of these products or to offset the increased costs could adversely impact our operating results.

Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss due to fire, flood, earthquake, hurricane, public health crises and pandemics, war, terrorism, widespread protests and civil unrest, or other natural or man-made disasters. For example, our corporate headquarters and many of our operations, including certain of our manufacturing facilities, are located in California, which is prone to earthquakes and wildfires, in addition to the other risks discussed above. If any of these facilities, supply chains or systems were to experience a catastrophic loss, it could disrupt our operations, delay production and shipments, result in defective products or services, damage customer relationships and our reputation and result in legal exposure and large repair or replacement expenses. The third-party insurance coverage that we maintain will vary from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against such losses.

These systems, products and services (including those we acquire through business acquisitions) may be materially impacted and/or disrupted by information security incidents. This includes incidents such as ransomware, malware, viruses, phishing, social engineering, human error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events. This existing risk is potentially compounded by the increased number of our employees with hybrid or full-time remote schedules and the related increase in remote access to our systems. Cyberattacks may also target hardware, software and information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party products, facilities or infrastructure. To the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and design increasingly sophisticated cybersecurity attacks. Vulnerabilities may be introduced from the use of artificial intelligence by us, our customers, suppliers and other business partners and third-party providers.

As a global healthcare organization, we are subject to relatively stringent data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. For example, in the U.S., the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) privacy, security, and breach notification rules require certain of our operations to maintain controls to protect the confidentiality, availability, and integrity of patient health information. In addition, individual states regulate data breach notification requirements as well as more general privacy and security requirements. Entities within the U.S. that are found to be in violation of HIPAA, for example as the result of a breach of unsecured protected health information, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

Some state breach notification laws may also impose physical and electronic security requirements regarding the safeguarding of personal information, such as social security numbers and bank and credit card account numbers. Violation of state privacy, security, and breach notification laws can trigger significant monetary penalties. In addition, certain states’ privacy, security, and data breach laws, including, for example, the CCPA include private rights of action that may expose us to private litigation regarding our privacy and security practices and significant damages awards or settlements in civil litigation. Specifically, the CCPA gave California residents certain rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The California Privacy Rights Act, which went into effect on January 1, 2023, significantly amended the CCPA and imposed additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk processing, and opt outs for certain uses of sensitive data. It also created a new California privacy protection agency authorized to issue substantive regulations and enforce the CCPA, which could result in increased privacy and information security enforcement.

We are also subject to the General Data Protection Regulation (“GDPR”), the primary data protection law in the European Economic Area, including the European Union (collectively, the “EU”), as well as associated EU member state data protection laws and the UK GDPR in the United Kingdom. These laws impose significant requirements for covered businesses (controllers and processors) of personal data, including, for example, standards for obtaining consent from individuals to process their personal data, disclosures to individuals, an individual data rights regime, specified timelines for data breach notifications, limitations on retention and secondary uses of information, requirements pertaining to health data and pseudonymised (i.e., deidentified) data, restrictions on data transfers outside of the EU, and obligations when we contract third-party processors in connection with the processing of personal data. The GDPR allows EU member states certain flexibility to make additional laws and regulations concerning the same issues, including, for example, further limiting the processing of genetic, biometric or health data. Failure to comply with the requirements of the GDPR may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher. Other administrative penalties may be imposed under the applicable national data protection laws of the EU member states.

We continually assess the strategic fit of our existing businesses and may divest, spin-off, split-off or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment. These transactions pose risks and challenges that could negatively impact our business and financial statements. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse tax, financial and accounting impacts and distract management, and disputes may arise with buyers. In addition, we have retained responsibility for and/or have agreed to indemnify buyers against some known and unknown contingent liabilities related to certain businesses or assets we or our predecessors have sold or disposed. The resolution of these contingencies has not had a material effect on our financial statements, but we cannot be certain that this favorable pattern will continue.

Many of the markets we serve are technology-driven, and as a result intellectual property rights play a significant role in product development and differentiation. We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in aggregate are important to our business. The intellectual property rights that we obtain, however, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications owned by or licensed to us. In addition, the steps that we and our licensors have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented, designed-around or becoming subject to compulsory licensing, particularly in countries where intellectual property rights are not highly developed or protected. The laws of foreign countries in which we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the U.S. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights could adversely impact our business, including our competitive position, and financial statements.

From time to time, we receive notices from third parties alleging intellectual property infringement or misappropriation of third parties’ intellectual property and cannot be certain that the conduct of our business does not and will not infringe or misappropriate the intellectual property rights of others. Any dispute or litigation regarding intellectual property could be costly and time-consuming to defend due to the complexity of many of our technologies and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation. In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights, be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing or using certain products or be required to redesign, re-engineer or re-brand our products at substantial cost, any of which could adversely impact our business, including our competitive position, and financial statements. Third-party intellectual property rights may also make it more difficult or expensive for us to meet market demand for particular product or design innovations. If we are required to seek licenses under patents or other intellectual property rights of others, we may not be able to acquire these licenses on acceptable terms, if at all. Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of management attention and resources, which could adversely affect our business and financial statements.

Manufacturing or design defects or “bugs” in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, “off label” use of, or inadequate disclosure of risks relating to the use of products and services that we make or sell (including items that we source from third parties) can lead to personal injury, death, property damage, loss of profits or other liability. These events could lead to recalls or safety alerts, result in the removal of a product or service from the market and result in product liability or similar claims being brought against us. Any potential product liability claims could exceed the amount of our insurance coverage or may be excluded from coverage under the terms of the policy. Our insurance may not be renewed at a cost and level of coverage comparable to that then in effect. Recalls, removals and product liability and similar claims (regardless of their validity or ultimate outcome) can result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and services. Our business can also be affected by studies of the utilization, safety and efficacy of medical device products and components that are conducted by industry participants, government agencies and others. Any of the above can result in the discontinuation of marketing of such products in one or more countries, and may give rise to claims for damages from persons who believe they have been injured as a result of product issues, including claims by individuals or groups seeking to represent a class.

We are currently implementing significant restructuring and site consolidation activities across our businesses to adjust our cost structure and to increase our operational efficiency, and we may engage in similar activities in the future. These restructuring and consolidation activities and our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets and other resources and could slow improvements in our products and services, adversely affect our ability to respond to customers, limit our ability to increase production quickly if demand for our products increases and trigger adverse public attention. As part of our site consolidation initiatives, we may also lose favorable tax incentives or not be able to renew leases on acceptable terms. We may make changes to certain capital projects, close certain production operations and abandon leases for certain facilities that will not be used in our operations. Further, these activities may cause employees or third parties to raise claims against us, potentially resulting in additional costs and/or causing delays in implementation. In addition, delays in implementing planned restructuring activities, site consolidation or other productivity improvements, unexpected costs or failure to meet targeted improvements may diminish the operational or financial benefits we expect to realize from such actions. Moreover, we may not succeed in implementing present or future restructuring activities, site consolidation, or cost reduction activities. Realizing the anticipated benefits from these initiatives, if any benefits are achieved at all, may take several years, and we may be unable to achieve our targeted cost efficiencies and gross margin improvements. Additionally, we may have insufficient access to capital to fund investments in these strategic initiatives, or our business strategy may change from time to time, which could delay our ability to implement initiatives that we believe are important to our business. Any of the circumstances described above could adversely impact our business and financial statements.

The long-term effects of climate-related risks are difficult to predict and may be widespread. The impacts of climate change may include physical risks (such as rising sea levels or changes in weather patterns), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes), shifts in market trends (such as customers putting an increased priority on purchasing products that are sustainably made) and other adverse effects. Any of our primary locations may be vulnerable to the adverse effects of climate-related risks. For example, our corporate headquarters are located in California, which has historically experienced, and is likely to continue to experience, climate-related events including drought, water scarcity, flooding, heat waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention. The effects of climate-related risks could also impair the availability and cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels we require.

Holders of the Notes may require us to repurchase their Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Notes or pay the cash amounts due upon conversion. Our failure to repurchase the Notes or to pay the cash amounts due upon conversion when required will constitute a default under the indentures governing the 2028 Convertible Notes and the 2025 Convertible Notes between us and Wilmington Trust, National Association, as trustee, dated as of August 10, 2023 and May 21, 2020, respectively. A default under the 2028 Convertible Notes Indenture, the 2025 Convertible Notes Indenture (together, the “Indentures”), or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Notes.

In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any time during specified periods at their option. We made an irrevocable election to satisfy the principal amounts of Notes outstanding upon conversion with cash. If one or more holders elect to convert their Notes, we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. As of December 31, 2023, none of the conditions allowing the Note holders to convert the 2028 Convertible Notes was satisfied. As a result, as of December 31, 2023, the 2028 Convertible Notes are classified as a non-current liability. As of December 31, 2023, one of the conditions allowing the Note holders to convert the 2025 Convertible Notes was satisfied. As a result, as of December 31, 2023, the 2025 Convertible Notes are classified as a current liability.

◦Certain of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for health care products and services and research activities. The health care austerity measures in other countries and other potential health care reform changes and government austerity measures have reduced and may further reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services. Other countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented volume-based procurement policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumables. Global economic uncertainty or deterioration can also adversely impact government funding and reimbursement.

These changes, as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures have started changing the way health care is delivered, reimbursed and funded and may cause participants in the health care industry and related industries that we serve to purchase fewer of our products and services, reduce the prices they are willing to pay for our products or services, reduce the amounts of reimbursement and funding available for our products and services from governmental agencies or third-party payors, heighten clinical data requirements, reduce the volume of medical procedures that use our products and services, affect the acceptance rate of new technologies and products and increase our compliance and other costs. In addition, we may be excluded from important market segments or unable to enter into contracts with group purchasing organizations and integrated health networks on terms acceptable to us, and even if we do enter into such contracts they may be on terms that negatively affect our current or future profitability. All of the factors described above could adversely affect our business and financial statements.

Our businesses operate in industries that are intensely competitive and have been subject to increasing consolidation. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors. See “Item 1. Business—Competition.” In order to compete effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing relationships with new customers and external experts, continually developing new products and services to maintain and expand our brand recognition and leadership position in various product and service categories and penetrating new markets, including emerging markets. In addition, significant shifts in industry market share have occurred and may in the future occur in connection with product problems, safety alerts and publications about products, reflecting the competitive significance of product quality, product efficacy and quality systems in our industry. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our financial statements, and our expansion into new markets may result in greater-than-expected risks, liabilities and expenses. Some of our competitors have a broader product portfolio than we do. In addition, we are exposed to the risk that our competitors or our customers may introduce private label, generic, or low-cost products that compete with our products at lower price points. New disruptive technologies may emerge that displace our existing technologies. If these competitors’ products capture significant market share or decrease market prices overall, this could have an adverse effect on our financial statements.

We compete in markets in which we and our customers must comply with supranational, federal, state, local and other jurisdictional regulations, such as regulations governing health and safety, the environment, food and drugs and privacy. We develop, configure and market our products and services to meet customer needs created by these regulations. These regulations are complex, change frequently, have tended to become more stringent over time and may be inconsistent across jurisdictions. Any significant change in any of these regulations (or in the interpretation or application thereof) could reduce demand for, increase our costs of producing or delay the introduction of new or modified products and services, or could restrict our existing activities, products and services. We are also incorporating artificial intelligence into certain of our products to make them more effective for us and our customers; however, this subjects us to risks of compliance with the expanding and changing regulations regarding the use of artificial intelligence.

Certain of our businesses are subject to extensive regulation by the FDA and comparable agencies of other countries, as well as laws regulating fraud and abuse in the health care industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our reputation, ability to do business and financial statements.

Most of our products are medical devices subject to regulation by the U.S. Food and Drug Administration (the “FDA”), by other federal and state governmental agencies, by comparable agencies of other countries and regions, by certain accrediting bodies and by regulations governing hazardous materials (or the manufacture and sale of products containing any such materials). The FDA and these other regulatory authorities enforce additional regulations regarding the safety of X-ray emitting devices. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations. For example, the EU MDR imposes stricter requirements for the marketing and sale of medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Medical devices that have been assessed and/or certified under the EU Medical Device Directive may continue to be placed on the market until 2027/2028 (or until the expiry of their certificates, if applicable and earlier); however, requirements regarding the distribution, marketing and sale including quality systems and post-market surveillance have to be observed by manufacturers, importers and distributors as of the application date. Complying with the EU MDR required modifications to our quality management systems, additional resources in certain functions, and required and will continue to require updates to technical files, among other changes. Failure to meet these requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements.

To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution and post-marketing surveillance of our products. We cannot guarantee that we will be able to obtain regulatory clearance (such as 510(k) clearance) or approvals for our new products or modifications to (or additional indications or uses of) existing products within our anticipated timeframe or at all, and if we do obtain such clearance or approval it may be time-consuming, costly and subject to restrictions. Our ability to obtain such regulatory clearances or approvals will depend on many factors and the process for obtaining such clearances or approvals could change over time. Even after initial regulatory clearance or approval, we are subject to periodic inspection by these regulatory authorities, and if safety issues arise, we may be required to amend conditions for use of a product, such as providing additional warnings on the product’s label or narrowing its approved intended use, which could reduce the product’s market acceptance. Failure to obtain required regulatory clearances or approvals before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of these regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities and real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) have led to FDA Form 483 Inspectional Observations, and can lead to warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, mandatory recalls, seizures of adulterated or misbranded products, injunctions, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, suspension or withdrawal of approvals and pre-market notification rescissions. We are also subject to various laws regulating fraud and abuse, pricing and sales and marketing practices in the health care industry and the privacy and security of health information as well as manufacturing and quality standards, including the federal regulations described in “Item 1. Business —Regulatory Matters.” Ensuring that our internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that government authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations.

The FDA, the Federal Trade Commission (“FTC”) and, in some cases, the Environmental Protection Agency (“EPA”) strictly regulate the promotional claims that may be made about approved or cleared products. In particular, any clearances we may receive only permit us to market our products for the uses indicated on the labeling cleared by the FDA. We may request additional label indications for our current products, and the FDA may deny those requests outright, require additional expensive performance or clinical data to support any additional indications or impose limitations on the intended use of any cleared products as a condition of clearance. If the FDA determines that we have marketed or advertised our products for off-label use, we could be subject to fines, injunctions or other penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our business activities to constitute promotion of an off-label use or misbranding, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, substantial monetary penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs, and/or the curtailment of our operations. Any of these events could significantly harm our business and results of operations and cause our stock price to decline.

In addition, we may incur costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices. We are also from time to time party to personal injury, property damage or other claims brought by private parties alleging injury or damage due to the presence of or exposure to hazardous substances. We may also become subject to additional remedial, compliance or personal injury costs due to future events such as changes in existing laws or regulations, changes in agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of our operations and changes in accounting rules. For additional information regarding these risks, please refer to Note 15 to our Consolidated Financial Statements included in this Annual Report. We cannot assure you that our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or adversely affect our reputation and financial statements or that we will not be subject to additional claims for personal injury or remediation in the future based on our past, present or future business activities.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in countries that have experienced corruption. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related stockholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements.

Our products and operations are also often subject to differing national industrial standards, and failure to comply with these rules could result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our business and financial statements. Non-compliance with applicable requirements (or any alleged or perceived failure to comply) could result in import detentions, fines, damages, civil and administrative penalties, injunctions, suspensions or losses of regulatory approvals, recall or seizure of products, operating restrictions, refusal of the government to approve product export applications or allow us to enter into supply contracts, disbarment from selling to certain governmental agencies or exclusion from government funded healthcare programs, such as Medicare and Medicaid or similar programs in other countries or jurisdictions, integrity oversight and reporting obligations to resolve allegations of non-compliance, disruption of our business, limitation on our ability to manufacture, import, export and sell products and services, loss of customers, significant legal and investigatory fees, disgorgement, individual imprisonment, reputational harm, contractual damages, diminished profits, curtailment or restricting of business operations, criminal prosecution and other monetary and non-monetary penalties. For additional information regarding these risks, please refer to the section entitled “Business—Regulatory Matters.”

In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that you may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.

We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is in the best interests of us and our stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar and, given our global operations, may adversely affect our financial statements. Increased strength of the U.S. dollar increases the effective price of our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices. Decreased strength of the U.S. dollar could adversely affect the cost of materials, products and services we purchase overseas. Sales and expenses of our non-U.S. businesses are also translated into U.S. dollars for reporting purposes and the strengthening or weakening of the U.S. dollar could result in unfavorable translation effects. In addition, certain of our businesses may invoice customers in a currency other than the business’ functional currency, and movements in the invoiced currency relative to the functional currency could also result in unfavorable translation effects. We also face exchange rate risk from our investments in subsidiaries owned and operated in foreign countries.

We are or could be subject to a variety of litigation and other legal and regulatory proceedings incidental to our business (or the business operations of previously-owned or subsequently-purchased entities), including claims or counterclaims for damages arising out of the use of products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, breach of contract claims, competition and sales and trading practices, environmental matters, personal injury, insurance coverage, acquisition-related matters and general statutory claims or other claims pursuant to law, as well as regulatory or judicial subpoenas, requests for information, investigations and enforcement. We may also become involved in lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses acquired or divested by us or our predecessors. The types of claims made in lawsuits may include claims for compensatory damages, incidental damages, consequential damages, and punitive damages (and in some types of cases, treble damages) and/or injunctive relief. The pursuit or defense of these lawsuits may divert our management’s attention, we may incur significant expenses in pursuing or defending these lawsuits, and we may be required to pay damage awards or settlements or become subject to equitable remedies that could adversely affect our operations and financial statements. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses. In addition, developments in proceedings in any given period may require us to adjust the loss contingency estimates that we have recorded in our financial statements, record estimates for liabilities or assets previously not susceptible of reasonable estimates or pay cash settlements or judgments. Any of these developments could adversely affect our financial statements in any particular period. We cannot assure you that our liabilities in connection with litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and business.

As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our competitors and increasing regulation. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend in particular on our ability to expand our business in emerging geographies and emerging market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. We are making significant investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve the efficiency of our operations.


	Years Ended December 31,												% Change		% Change
($ in millions)	2023				2022				2021				2023/2022		2022/2021
Sales	$	2,566.5		100.0%	$	2,569.1		100.0%	$	2,508.9		100.0%	(0.1)	%	2.4	%
Cost of sales	1,126.0			43.9%	1,094.3			42.6%	1,082.4			43.1%	2.9	%	1.1	%
Gross profit	1,440.5			56.1%	1,474.8			57.4%	1,426.5			56.9%	(2.3)	%	3.4	%
Operating costs:
SG&A expenses	1,056.9			41.2%	1,055.5			41.1%	1,019.8			40.6%	0.1	%	3.5	%
R&D expenses	93.8			3.7%	100.1			3.9%	100.5			4.0%	(6.3)	%	(0.4)	%
Goodwill and intangible asset impairment	258.3			10.1%	—			—%	—			—%	NM		—	%
Operating profit	31.5			1.2%	319.2			12.4%	306.2			12.2%	(90.1)	%	4.2	%
Nonoperating (expense) income:
Other (expense) income, net	(23.0)			(0.9)%	3.1			0.1%	2.4			0.1%	NM		29.2	%
Interest expense, net	(63.4)			(2.5)%	(38.4)			(1.5)%	(54.1)			(2.2)%	65.1	%	(29.0)	%
(Loss) income before income taxes	(54.9)			(2.1)%	283.9			11.1%	254.5			10.1%	(119.3)	%	11.6	%
Income tax expense (benefit)	45.3			1.8%	45.9			1.8%	(9.0)			(0.4)%	(1.3)	%	NM
(Loss) income from continuing operations	(100.2)			(3.9)%	238.0			9.3%	263.5			10.5%	(142.1)	%	(9.7)	%
Income from discontinued operations, net of tax	—			—%	5.1			0.2%	77.0			3.1%	(100.0)	%	(93.4)	%
Net (loss) income	$	(100.2)		(3.9)%	$	243.1		9.5%	$	340.5		13.6%	(141.2)	%	(28.6)	%

Effective tax rate	(82.5)		%		16.2		%		(3.5)		%
NM - Non-meaningful percentage change related to year-to-year comparisons


	Year Ended December 31,
($ in millions)	2023		2022		2021
Net cash provided by operating activities	$	275.7	$	182.7	$	361.6

Payments for additions to property, plant and equipment	(58.2)		(75.7)		(54.7)
Proceeds from sales of property, plant and equipment	6.1		3.3		11.6
Proceeds from sale of equity investment	10.7		—		—
Acquisitions, net of cash acquired	—		(696.2)		(2.1)
Proceeds from sale of KaVo Treatment Unit and Instrument Business	—		73.9		312.5
Proceeds from the settlement of derivative financial instruments	1.6		56.0		11.4
All other investing activities	(22.6)		(18.6)		(16.0)
Net cash (used in) provided by investing activities	$	(62.4)	$	(657.3)	$	262.7

Proceeds from issuance of convertible notes due 2028	$	500.2	$	—	$	—
Debt issuance costs related to issuance of convertible notes due 2028	(13.8)		—		—
Principal paid related to exchange of convertible notes due 2025	(401.2)		—		—
Proceeds from borrowing	323.5		0.3		—
Repayments of borrowing	(288.8)		(0.5)		(475.7)
Debt issuance costs related to other borrowings	(4.5)		—		(2.3)
Proceeds from revolving line of credit	—		124.0		—
Repayment of revolving line of credit	—		(124.0)		—



Proceeds from stock option exercises	11.3		21.8		19.5
Tax withholding payment related to net settlement of equity awards	(7.9)		(9.1)		(7.2)
All other financing activities	0.1		—		0.1
Net cash provided by (used in) financing activities	$	118.9	$	12.5	$	(465.6)

As of December 31, 2023, $940.0 million of cash and cash equivalents were held on deposit with financial institutions. Of this amount, $261.6 million was held within the United States and $678.4 million was held outside of the United States. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties and fund our restructuring activities as required and support other business needs. We generally intend to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business.”

On August 10, 2023, we 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 of the 2028 Convertible Notes, was $500.2 million. The net proceeds from the issuance, after deducting purchasers’ discounts and estimated offering expenses, were $485.9 million. We used a portion of the net proceeds to partially exchange the 2025 Convertible Notes. 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, beginning on February 15, 2024. The 2028 Convertible Notes have an initial conversion rate of 21.5942 shares of our common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $46.31 per share of our common stock and is subject to adjustment upon the occurrence of specified events. The 2028 Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture governing the 2028 Convertible Notes).

We face transactional exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than our functional currency or the functional currency of our applicable subsidiary. We also face translational exchange rate risk related to the translation of financial statements of our foreign operations into U.S. dollars, our functional currency. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. In particular, we have more sales in European currencies than we have expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively. The effect of a change in currency exchange rates on our net investment in international subsidiaries is reflected in the accumulated other comprehensive loss component of equity.

During the fourth quarter of 2023, we performed our annual goodwill and indefinite-lived intangible asset impairment test. For goodwill, we used a combination of techniques, including an income approach and a market-based approach in performing our annual goodwill impairment test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value amount. Our reporting units are the financial components of operating segments which constitute businesses for which discrete financial information is available and regularly reviewed by segment management. We estimate the fair values for our reporting units by using various valuation methods, including a discounted cash flow model with inputs developed using both internal and market-based data. Our significant assumptions in the discounted cash flow models vary amongst, and are specific to, each reporting unit which include, but are not limited to, discount rates, revenue growth rates, and operating margin assumptions. The discounted cash flow model requires judgments and assumptions about projected sales growth, future operating margins, discount rates and terminal values. In evaluating the estimates derived by the market-based approach, management makes judgments about the relevance and reliability of the multiples by considering factors unique to our reporting units, including operating results, business plans, economic projections, anticipated future cash flows, business trends and our market capitalization. There are inherent uncertainties related to these assumptions and our judgment in applying them to the analysis of goodwill impairment.

Our annual goodwill impairment analysis in 2023 indicated that the fair value of three of our eight reporting units did not exceed their carrying values and consequently resulted in a $212.3 million impairment charge. The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for the five reporting units not impaired, ranged from approximately 15% to approximately 147%, and zero for the three reporting units with impairments. In order to evaluate the sensitivity of the fair value calculations used in the goodwill impairment test, we applied a hypothetical 10% decrease to the fair values of each reporting unit and compared those hypothetical values to the reporting unit carrying values. Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for the five reporting units not impaired, ranged from approximately 4% to approximately 122%. For the three impaired reporting units, the application of a hypothetical 10% decrease in fair value would result in an additional impairment of approximately $251 million.

Furthermore, we review the carrying amounts of other finite-lived intangible assets whenever events or circumstances indicate that the carrying amounts of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit, and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be fully recoverable based on undiscounted estimated cash flows, their carrying values are reduced to estimated fair market value. Estimated fair market value is determined primarily using projected cash flows discounted at a rate commensurate with the risk involved. For the purposes of identifying and measuring impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We did not record any impairment loss for finite-lived intangible assets in 2023, 2022 and 2021.


						Goodwill Impairment
Description of the Matter						As discussed in Note 2 to the consolidated financial statements, the Company’s annual test date for goodwill impairment is the first business day of its fiscal fourth quarter. Total goodwill as of December 31, 2023 was $3.3 billion and represented approximately 50% of total assets. As discussed in Note 2 of the consolidated financial statements, goodwill is not amortized but rather is tested for impairment at least annually at the reporting unit level. The Company recorded impairments totaling $212.3 million related to the carrying value of goodwill of certain of its reporting units during the year ended December 31, 2023.
						Auditing management’s goodwill impairment test for the impaired reporting units was challenging and judgmental due to the estimation required to determine the fair value of the reporting units. In particular, the significant judgments underlying the fair value estimate of these reporting units related to the assumptions of discounted future cash flows based on estimates of financial forecasts. These significant assumptions are affected by estimated future market and economic conditions.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s goodwill impairment evaluation process. For example, we tested controls over management’s review of the estimated fair values of the reporting units, the significant assumptions utilized in the estimation of the fair value of the reporting units, discussed above, and the data inputs utilized in the fair value estimates.
						To test the estimated fair values of the Company’s reporting units, our principal audit procedures included (i) assessing the historical results compared to projected results, (ii) engaging valuation specialists to assess the methods, models, and assumptions used within the valuation, and (iii) verifying underlying assumptions utilized by management in the valuation of the reporting units, including the key inputs, inclusive of the revenue projections and discount rates attributable to the reporting units. For example, we compared the significant assumptions used by management, to historical results, the Company’s business models and other relevant factors. We also evaluated the consistency and appropriateness of the significant assumptions selected for use in the discounted cash flow method against forecasts. We also assessed the historical accuracy of management’s forecasts of financial results used in developing fair value estimates to assist in evaluating the reliability of the forecast utilized in the estimate.
						Indefinite-lived Intangible Asset Impairment
Description of the Matter						As discussed in Note 2 to the consolidated financial statements, the Company’s annual test date for the impairment of indefinite-lived intangible assets is the first business day of its fiscal fourth quarter. Total value of indefinite-lived intangible assets as of December 31, 2023, was $452.7 million and represented 7% of total assets. The Company recorded impairments totaling $46.0 million related to the carrying value of certain of its indefinite-lived intangible assets during the year ended December 31, 2023.
						Auditing management’s indefinite-lived intangible asset impairment test for one of the Company’s indefinite-lived intangible assets was challenging and judgmental due to the estimation required to determine the fair value of the indefinite-lived intangible asset. In particular, the significant judgments underlying the fair value estimate of this indefinite-lived intangible asset relate to the assumptions of discounted future cash flows based on estimates of financial forecasts. These significant assumptions are affected by estimated future market and economic conditions.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s indefinite-lived intangible asset impairment evaluation process. For example, we tested controls over management’s review of the estimated fair value of the indefinite-lived intangible asset, the significant assumptions utilized in the estimation of the fair value of the indefinite-lived intangible asset, discussed above, and the data inputs utilized in the fair value estimate.
						To test the estimated fair value of the indefinite-lived intangible asset, we performed audit procedures that included, among others, testing the significant assumptions used in the model, including the completeness and accuracy of the underlying data. As part of these procedures, we assessed the reasonableness of the estimates used in the valuation by (i) assessing the historical results compared to projected results, (ii) engaging valuation specialists to assess the methods, models, and assumptions used within the valuation, and (iii) verifying underlying assumptions utilized by management in the valuation of the indefinite-lived intangible asset, including the key inputs, inclusive of the revenue projections and discount rates attributable to the indefinite-lived intangible asset. We also assessed the historical accuracy of management’s forecasts of financial results used in developing fair value estimates to assist in evaluating the reliability of the forecast utilized in the estimate.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

($ in millions, except share amounts)


	As of December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	940.0	$	606.9
Trade accounts receivable, less allowance for credit losses of $17.3 and $16.2, respectively	407.5		393.5
Inventories, net	258.8		300.8
Prepaid expenses and other current assets	137.4		123.4
Total current assets	1,743.7		1,424.6
Property, plant and equipment, net	309.6		293.6
Operating lease right-of-use assets	125.1		131.8
Other long-term assets	180.5		153.7
Goodwill	3,292.2		3,496.6
Other intangible assets, net	954.0		1,086.7
Total assets	$	6,605.1	$	6,587.0
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	115.3	$	510.0
Trade accounts payable	179.5		228.3
Accrued expenses and other liabilities	455.7		471.4
Operating lease liabilities	30.3		27.0
Total current liabilities	780.8		1,236.7
Operating lease liabilities	109.9		121.4
Other long-term liabilities	142.4		151.3
Long-term debt	1,398.1		870.7
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 15.0 million shares authorized; no shares issued or outstanding at December 31, 2023 and December 31, 2022	—		—
Common stock - $0.01 par value, 500.0 million shares authorized; 173.3 million shares issued and 171.5 million shares outstanding at December 31, 2023; 163.7 million shares issued and 163.2 million shares outstanding at December 31, 2022	1.7		1.6
Additional paid-in capital	3,758.2		3,699.0
Retained earnings	631.2		731.4
Accumulated other comprehensive loss	(217.2)		(225.1)


Total stockholders’ equity	4,173.9		4,206.9
Total liabilities and stockholders’ equity	$	6,605.1	$	6,587.0


	Year Ended December 31,
		2023		2022		2021
Sales		$	2,566.5	$	2,569.1	$	2,508.9
Cost of sales		1,126.0		1,094.3		1,082.4
Gross profit		1,440.5		1,474.8		1,426.5
Operating expenses:
Selling, general and administrative		1,056.9		1,055.5		1,019.8
Research and development		93.8		100.1		100.5
Goodwill and intangible asset impairment		258.3		—		—
Operating profit		31.5		319.2		306.2
Nonoperating (expense) income:
Other (expense) income, net		(23.0)		3.1		2.4
Interest expense, net		(63.4)		(38.4)		(54.1)
(Loss) income before income taxes		(54.9)		283.9		254.5
Income tax expense (benefit)		45.3		45.9		(9.0)
(Loss) income from continuing operations, net of tax		(100.2)		238.0		263.5
Income from discontinued operations, net of tax (Note 4)		—		5.1		77.0
Net (loss) income		$	(100.2)	$	243.1	$	340.5
Earnings per share:
(Loss) earnings from continuing operations - basic		$	(0.60)	$	1.46	$	1.63
(Loss) earnings from continuing operations - diluted		$	(0.60)	$	1.34	$	1.48

Earnings from discontinued operations - basic		$	—	$	0.03	$	0.48
Earnings from discontinued operations - diluted		$	—	$	0.03	$	0.43

(Loss) earnings - basic		$	(0.60)	$	1.49	$	2.11
(Loss) Earnings - diluted		$	(0.60)	$	1.37	$	1.92	*
Average common stock and common equivalent shares outstanding:
Basic		166.9		162.9		161.2
Diluted		166.9		177.6		177.6
* Earnings per share is computed independently for earnings per share from continuing operations and earnings per share from discontinued operations. The sum of earnings per share from continuing operations and earnings per share from discontinued operations does not equal earnings per share due to rounding.



	Common Stock	Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Equity		Noncontrolling Interests
Balance, December 31, 2020	1.6	$	3,684.4	$	126.4	$	(91.8)	$	3,720.6	$	0.4
Common stock-based award activity	—	41.4		—		—		41.4		—
Separation related adjustments	—	6.8		—		—		6.8		—
Net income	—	—		340.5		—		340.5		—
Other comprehensive loss	—	—		—		(51.7)		(51.7)		—
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. (Note 2)	—	(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	—	44.2		—		—		44.2		—
Net income	—	—		243.1		—		243.1		—
Other comprehensive loss	—	—		—		(81.6)		(81.6)		—
Balance, December 31, 2022	1.6	3,699.0		731.4		(225.1)		4,206.9		—
Common stock-based award activity	—	35.1		—		—		35.1		—
Partial exchange of convertible notes due 2025 and partial unwind of capped call transactions. (Note 16)	0.1	24.1		—		—		24.2		—
Net loss	—	—		(100.2)		—		(100.2)		—
Other comprehensive income	—	—		—		7.9		7.9		—
Balance, December 31, 2023	1.7	$	3,758.2	$	631.2	$	(217.2)	$	4,173.9	$	—


	Year Ended December 31,
	2023		2022		2021
Cash flows from operating activities:
Net (loss) income	$	(100.2)	$	243.1	$	340.5
Noncash items:
Depreciation	36.0		31.8		40.8
Amortization	99.6		106.0		82.8
Allowance for credit losses	7.1		4.8		5.6
Stock-based compensation expense	30.7		30.5		28.2
Gain on equity investments, net	(3.6)		—		—
Gain on sale of property, plant and equipment	(5.4)		(1.9)		(2.2)
Gain on sale of KaVo treatment unit and instrument business	—		(8.9)		(11.7)
Restructuring charges	1.3		4.7		10.8
Goodwill and intangible asset impairments	258.3		—		—
Other impairment charges	0.2		6.4		18.4
Fair value adjustment of acquisition-related inventory	—		9.5		—
Amortization of right-of-use assets	27.0		24.3		28.3
Inducement expense related to exchange of convertible notes	28.5		—		—
Amortization of debt discount and issuance costs	4.6		4.1		23.3
Change in deferred income taxes	(37.0)		(29.0)		(59.0)
Change in trade accounts receivable	(17.0)		(71.0)		(43.2)
Change in inventories	35.1		(39.9)		(66.0)
Change in trade accounts payable	(46.3)		44.5		(20.3)
Change in prepaid expenses and other assets	3.3		(11.7)		(11.5)
Change in accrued expenses and other liabilities	(12.0)		(133.0)		34.3
Change in operating lease liabilities	(34.5)		(31.6)		(37.5)
Net cash provided by operating activities	275.7		182.7		361.6
Cash flows from investing activities:
Payments for additions to property, plant and equipment	(58.2)		(75.7)		(54.7)
Proceeds from sales of property, plant and equipment	6.1		3.3		11.6
Proceeds from sale of equity investment	10.7		—		—
Acquisitions, net of cash acquired	—		(696.2)		(2.1)
Proceeds from sale of KaVo treatment unit and instrument business, net	—		73.9		312.5
Proceeds from the settlement of derivative financial instruments	1.6		56.0		11.4
All other investing activities, net	(22.6)		(18.6)		(16.0)
Net cash (used in) provided by investing activities	(62.4)		(657.3)		262.7
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	(13.8)		—		—
Principal paid related to exchange of convertible notes due 2025	(401.2)		—		—
Proceeds from borrowings	323.5		0.3		—


Delaware									83-2206728
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)

200 S. Kraemer Blvd., Building E									92821-6208
Brea, California
(Address of Principal Executive Offices)									(Zip Code)


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


			PAGE

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS			1

PART I

	Item 1.	Business	2
	Item 1A.	Risk Factors	17
	Item 1B.	Unresolved Staff Comments	43
	Item 1C.	Cybersecurity	43
	Item 2.	Properties	43
	Item 3.	Legal Proceedings	44
	Item 4.	Mine Safety Disclosures	44


PART II

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
	Item 6.	Reserved	46
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	63
	Item 8.	Financial Statements and Supplementary Data	63
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	114
	Item 9A.	Controls and Procedures	114
	Item 9B.	Other Information	114
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	114
PART III

	Item 10.	Directors, Executive Officers and Corporate Governance	115
	Item 11.	Executive Compensation	115
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	115
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	115
	Item 14.	Principal Accountant Fees and Services	115

PART IV

	Item 15.	Exhibit and Financial Statement Schedules	116
	Item 16.	Form 10-K Summary	116



	Specialty Products & Technologies		Equipment & Consumables		Total
Year ended December 31, 2023
Geographical region:
North America	$	702.0	$	610.5	$	1,312.5
Western Europe	447.7		121.7		569.4
Other developed markets	90.4		36.9		127.3
Emerging markets	402.3		155.0		557.3
Total	$	1,642.4	$	924.1	$	2,566.5

Year ended December 31, 2022
Geographical region:
North America	$	711.1	$	655.3	$	1,366.4
Western Europe	388.9		121.1		510.0
Other developed markets	91.0		38.6		129.6
Emerging markets	407.6		155.5		563.1
Total	$	1,598.6	$	970.5	$	2,569.1


	2023	2022	2021
Specialty Products & Technologies	64%	62%	60%
Equipment & Consumables	36%	38%	40%


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


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

			For the transition period from to


	Performance Graph Table
	September 18, 2019		December 31, 2019		December 31, 2020		December 31, 2021		December 31, 2022		December 31, 2023
Envista Holdings Corporation	$	100	$	106	$	121	$	161	$	120	$	86
S&P 500 Index	$	100	$	108	$	128	$	165	$	135	$	170
S&P 500 Health Care Index	$	100	$	113	$	126	$	156	$	150	$	151


	For the Years Ended December 31,
	2023		2022		2021
Specialty Products & Technologies	$	1,642.4	$	1,598.6	$	1,507.8
Equipment & Consumables	924.1		970.5		1,001.1
Total	$	2,566.5	$	2,569.1	$	2,508.9


	2023 vs. 2022		2022 vs. 2021
Total sales growth (GAAP)	(0.1)	%	2.4	%
Less the impact of:
Acquisitions	(1.2)	%	(1.8)	%

Currency exchange rates	0.9	%	3.5	%
Core sales growth (non-GAAP)	(0.4)	%	4.1	%


	For the Year Ended December 31,
($ in millions)	2023			2022			2021
Sales	$	924.1		$	970.5		$	1,001.1
Operating profit	156.3			172.4			153.8


Operating profit as a % of sales	16.9		%	17.8		%	15.4		%


	Amount of Commitment Expiration per Period
($ in millions)	Total		Less Than One Year		1-3 Years		4-5 Years		More Than 5 Years
Purchase Obligations	$	63.9	$	60.0	$	3.2	$	0.7	$	—


			Page
Envista Holdings Corporation Audited Annual Consolidated Financial Statements:
Report of Management on Envista Holdings Corporation’s Internal Control Over Financial Reporting			64
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			65
Consolidated Balance Sheets as of December 31, 2023 and 2022			68
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021			69
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021			70
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021			71
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021			72
Notes to Consolidated Financial Statements			74
Financial Statement Schedule — Schedule II, Valuation and Qualifying Accounts			121


Repayment of borrowings	(288.8)		(0.5)		(475.7)
Debt issuance costs related to other borrowings	(4.5)		—		(2.3)
Proceeds from revolving line of credit	—		124.0		—
Repayment of revolving line of credit	—		(124.0)		—

Proceeds from stock option exercises	11.3		21.8		19.5
Tax withholding payment related to net settlement of equity awards	(7.9)		(9.1)		(7.2)
All other financing activities	0.1		—		0.1
Net cash provided by (used in) financing activities	118.9		12.5		(465.6)
Effect of exchange rate changes on cash and cash equivalents	0.9		(4.6)		26.0
Net change in cash and cash equivalents	333.1		(466.7)		184.7
Beginning balance of cash and cash equivalents	606.9		1,073.6		888.9
Ending balance of cash and cash equivalents	$	940.0	$	606.9	$	1,073.6

Supplemental data:
Cash paid for interest	$	63.2	$	38.4	$	35.7
Cash paid for taxes	$	98.6	$	119.2	$	84.0
ROU assets obtained in exchange for operating lease obligations	$	22.1	$	36.0	$	24.7


Category						Useful Life
Buildings						30 years
Leased assets and leasehold improvements						Amortized over the lesser of the economic life of the asset or the term of the lease
Machinery, equipment and other assets						3 – 10 years


						/s/			Ernst & Young LLP


	2023		2022
Finished goods	$	196.4	$	229.2
Work in process	17.2		23.9
Raw materials	100.3		103.4
Reserve for inventory obsolescence	(55.1)		(55.7)
Total	$	258.8	$	300.8


	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


	Year Ended December 31
	2021
Cash flows from operating activities


Depreciation and amortization1	$	5.8

Cash flows from investing activities:
Capital expenditures	$	6.7
1 Depreciation and amortization were no longer recognized once the business was classified as discontinued operations as of August 27, 2021.


Balance at December 31, 2022	$	16.2

Provision for credit losses	7.1
Write-offs charged against the allowance	(4.7)
Recoveries	(1.3)
Balance at December 31, 2023	$	17.3


	2023		2022
Land and improvements	$	10.0	$	10.0
Buildings and improvements	157.4		154.5
Machinery, equipment and other assets	417.9		370.2
Construction in progress	65.3		71.2
Gross property, plant and equipment	650.6		605.9
Less: accumulated depreciation	(341.0)		(312.3)
Property, plant and equipment, net	$	309.6	$	293.6


	2023		2022
Fixed operating lease expense (a)	$	34.2	$	31.7
Variable operating lease expense	7.7		7.2
Total operating lease expense	$	41.9	$	38.9


	2023		2022
Weighted average remaining lease term	7 years		8 years
Weighted average discount rate	4.1	%	4.1	%



2024	$	34.3
2025	29.3
2026	24.5
2027	19.8
2028	11.3
Thereafter	39.6
Total operating lease payments	158.8
Less: imputed interest	(18.6)
Total operating lease liabilities	$	140.2


	2023
	Gross Carrying Amount		Accumulated Amortization		Accumulated Impairment Losses		Net Carrying Amount
Finite-lived intangibles:
Patents and technology	$	439.5	$	(269.1)	$	—	$	170.4
Customer relationships and other intangibles	928.1		(706.9)		—		221.2
Trademarks and trade names	225.5		(115.8)		—		109.7
Total finite-lived intangibles	1,593.1		(1,091.8)		—		501.3
Indefinite-lived intangibles:
Trademarks and trade names	498.7		—		(46.0)		452.7
Total intangibles	$	2,091.8	$	(1,091.8)	$	(46.0)	$	954.0


Years Ending December 31,
2024	$	87.5
2025	87.0
2026	78.6
2027	74.8
2028	72.0
Thereafter	101.4
	$	501.3


	2023				2022
	Current		Noncurrent		Current		Noncurrent
Compensation and benefits	$	120.0	$	23.1	$	148.0	$	17.5
Sales and product allowances	72.0		1.7		85.1		1.3
Contract liabilities	106.4		8.4		78.9		8.6
Taxes, income and other	39.9		44.3		42.1		68.6
Restructuring-related employee severance, benefits and other	16.0		—		18.9		—
Pension benefits	5.8		30.1		5.6		17.5
Loss contingencies	11.0		27.0		8.1		27.6
Other	84.6		7.8		84.7		10.2
Total	$	455.7	$	142.4	$	471.4	$	151.3



	Notional Amount		Loss Recognized in OCI
Year Ended December 31, 2023
Foreign currency denominated debt	$	386.4	$	(8.9)
Foreign currency contracts	150.0		(3.3)

Total	$	536.4	$	(12.2)



Year Ended December 31, 2022	Notional Amount		Gain Recognized in OCI

Foreign currency denominated debt	$	222.7	$	13.8
Foreign currency contracts	—		68.5
Interest rate contracts	—		2.2
Total	$	222.7	$	84.5


	2023		2022




Derivative liabilities:
Other long-term liabilities	$	3.3	$	—

Nonderivative hedging instruments:

Long-term debt	$	386.4	$	222.7


	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
December 31, 2023:



Liabilities:

Cross-currency swap derivative contracts	$	—	$	3.3	$	—	$	3.3
Deferred compensation plans	$	—	$	21.4	$	—	$	21.4
Contingent consideration	$	—	$	—	$	3.8	$	3.8

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


	2023				2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value



Liabilities:
Contingent consideration	$	3.8	$	3.8	$	6.0	$	6.0

Cross-currency swap derivative contracts	$	3.3	$	3.3	$	—	$	—
Convertible senior notes due 2028	$	486.9	$	455.7	$	—	$	—
Convertible senior notes due 2025	$	115.3	$	145.1	$	510.0	$	873.0
Other debt	$	911.2	$	911.2	$	870.7	$	870.7


	December 31,
	2023		2022
Discount rate	3.2	%	3.9	%
Rate of compensation increase	2.2	%	2.8	%


	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Cash and cash equivalents	$	8.5	$	—	$	—	$	8.5




Insurance contracts	—		—		50.2		50.2
Total	$	8.5	$	—	$	50.2	$	58.7
Investments measured at NAV (a):
Mutual funds							16.8
Total assets at fair value							$	75.5


	Fair Value at January 1		Return on Plan Assets		Net Purchases / (Settlements)		Transfers Into/(Out of) Level 3		Fair Value at December 31
Insurance contracts	$	49.7	$	6.0	$	(5.5)	$	—	$	50.2


	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Cash and cash equivalents	$	8.4	$	—	$	—	$	8.4




Insurance contracts	—		—		49.7		49.7
Total	$	8.4	$	—	$	49.7	$	58.1
Investments measured at NAV (a):
Mutual funds							16.3
Total assets at fair value							$	74.4



Balance at December 31, 2022	$	9.2
Accruals for warranties issued during the year	12.9
Settlements made	(13.2)

Effect of foreign currency translation	0.1
Balance at December 31, 2023	$	9.0