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Separation and Initial Public Offering

Envista Holdings Corporation (together with its subsidiaries, “Envista” or the “Company”) was formed as a wholly-owned subsidiary of Danaher Corporation (“Danaher” or “Former Parent”). Danaher formed Envista to ultimately acquire, own and operate the Dental business of Danaher. On September 20, 2019, the Company completed an initial public offering (“IPO”) resulting in the issuance of 30.8 million shares of its common stock (including shares issued pursuant to the underwriters’ option to purchase additional shares) to the public, which represented 19.4% of the Company’s outstanding common stock, at $22.00 per share, the initial public offering price, for total net proceeds, after deducting underwriting discounts and commissions, of $643 million. In connection with the completion of the IPO, through a series of equity and other transactions, Danaher transferred substantially all of its Dental business to the Company. As consideration for the transfer of the Dental business to the Company, the Company paid Danaher approximately $2.0 billion, which included the net proceeds from the IPO and the net proceeds from term debt financing, as further discussed in Note 13, and issued to Danaher 127.9 million shares of the Company’s common stock. The transactions described above related to the transfer of the Dental business are collectively referred to herein as the “Separation.”

On November 15, 2019, Danaher announced an exchange offer whereby Danaher stockholders could exchange all or a portion of Danaher common stock for shares of the Company’s common stock owned by Danaher. The disposition of the Company’s shares (the “Split-Off”) was completed on December 18, 2019 and resulted in the full separation of the Company and disposal of Danaher’s entire ownership and voting interest in the Company.

Business Overview

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

The Company operates in two business segments: Specialty Products & Technologies and Equipment & Consumables.

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

Basis of Presentation

For periods after the Separation, the financial statements are prepared on a consolidated basis. Prior to the Separation, the Company operated as part of Danaher and not as a separate, publicly-traded company and the Company’s financial statements are combined, have been prepared on a stand-alone basis and are derived from Danaher's consolidated financial statements and accounting records. The Condensed Consolidated and Combined Financial Statements reflect the financial position, results of operations and cash flows related to the Dental business that was transferred to the Company. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included as a component in the financial statements. Prior to the Separation, the financial statements also included allocations of certain general, administrative, sales and marketing expenses and cost of sales from Danaher’s corporate office and from other Danaher businesses to the Company and allocations of related assets, liabilities and Danaher’s investment, as applicable. The allocations were determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Danaher. Related-party allocations are discussed further in Note 22.

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Prior to the Separation, the Company was dependent upon Danaher for all of its working capital and financing requirements under Danaher’s centralized approach to cash management and financing of its operations. Financial transactions relating to the Company were accounted for through the Former Parent investment, net account of the Company. Accordingly, none of Danaher’s cash, cash equivalents or debt was assigned to the Company in these financial statements for the periods prior to the Separation.

Former Parent investment, net, which included retained earnings, represented Danaher’s interest in the recorded net assets of the Company. Prior to the Separation, all significant transactions between the Company and Danaher have been included in the accompanying Condensed Consolidated and Combined Financial Statements. Transactions with Danaher are reflected in the accompanying Condensed Consolidated and Combined Statements of Changes in Equity as “Net transfers to Former Parent.”

In connection with the Separation, the Former Parent investment, net balance was redesignated within equity and allocated between common stock and additional paid-in capital based on the number of the Company’s common shares outstanding at the Separation. In periods subsequent to the Separation, the Company may make adjustments to balances transferred at the Separation date and may record additional adjustments in the future. Any such adjustments are recorded through additional paid-in capital in equity.

All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying Condensed Consolidated and Combined Financial Statements.

The Condensed Consolidated and Combined Financial Statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying Condensed Consolidated and Combined Financial Statements contain all adjustments (consisting of only normal recurring adjustments and reclassifications to conform to current year presentation) necessary to present fairly the financial position of the Company as of April 3, 2020 and December 31, 2019, and its results of operations and cash flows for the three month periods ended April 3, 2020 and March 29, 2019. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s combined financial statements and accompanying notes for the three years ended December 31, 2019, included in the Annual Report on Form 10-K filed by the Company.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of the novel coronavirus (“COVID-19”) pandemic. The extent of the impact of the COVID-19 pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the pandemic is in its early stages and information is rapidly evolving. In response to COVID-19, many dental associations have recommended that dental practices delay elective procedures and only perform emergency procedures. As a result of the COVID-19 pandemic, there were widespread temporary closures of dental practices around the world, except to perform emergency procedures, thereby preventing our end customers from conducting most or all business activities and significantly adversely impacting our sales. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or material global economic slowdown or global recession. Such economic disruption could have a material adverse effect on the Company as the Company’s customers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remains uncertain.

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the scope and duration of the pandemic, the extent and severity of the impact on the Company's customers, the measures that have been and may be taken to contain the virus or mitigate its impact, U.S. and foreign government actions to respond to the reduction in global economic activity, the ability of the Company to continue to manufacture and source its products, the impact of the pandemic and associated economic downturn on the Company’s ability to access capital if and when needed and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and cannot be predicted. Even after the COVID-19 outbreak has subsided, the Company may continue to experience materially adverse impacts on the Company’s financial condition and results of operations.

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The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these Condensed Consolidated and Combined Financial Statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations is uncertain.

Accounting Standards Recently Adopted—In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820), which modified the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). The Company adopted this guidance on January 1, 2020, which did not have a significant impact on the Company’s Condensed Consolidated and Combined Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplified the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted this guidance on January 1, 2020, which did not have a significant impact on the Company’s Condensed Consolidated and Combined Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that uses a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The Company adopted this guidance on January 1, 2020, which did not have a significant impact on the Company’s Condensed Consolidated and Combined Financial Statements. Refer to Note 3 for additional disclosures required by Topic 326.

Accounting Standards Not Yet Adopted—In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The ASU is effective for public entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. If an entity elects to apply any of the amendments for an eligible hedging relationship existing as of the beginning of the interim period that includes March 12, 2020, any adjustments as a result of those elections must be reflected as of the beginning of that interim period and recognized in accordance with the guidance in Reference Rate Reform Subtopics 848-30, 848-40, and 848-50 (as applicable). If an entity elects to apply any of the amendments for a new hedging relationship entered into between the beginning of the interim period that includes March 12, 2020 and March 12, 2020, any adjustments as a result of those elections must be reflected as of the beginning of the hedging relationship and recognized in accordance with the guidance in Reference Rate Reform Subtopics 848-30, 848-40, and 848-50 (as applicable).

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

In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which amends Accounting Standards Codification (“ASC”) 715 to add, remove, and clarify disclosure requirements related to defined benefit pension plans. The ASU is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company has not yet completed its assessment of the impact of the new standard on the Company’s Condensed Consolidated and Combined Financial Statements.

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The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into new and attractive business areas. The Company has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Company’s financial statements. Among other things, goodwill arises because the purchase prices for these businesses reflect a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, up to 12 months, as the Company obtains additional information that existed at the acquisition date about these assets and liabilities, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

On January 21, 2020, the Company acquired all of the shares of Matricel GmbH (“Matricel”) for cash consideration of approximately $45 million. Matricel, a German company, is a provider of biomaterials used in dental applications and complements the Company’s Specialty Products & Technologies segment. For the three months ended April 3, 2020, Matricel’s revenue and earnings were not material to the Condensed Consolidated and Combined Statement of Operations. The Company is continuing to evaluate the valuations of acquired intangible assets in connection with this acquisition as well as the deductibility of goodwill for income tax purposes.

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

	January 21, 2020
Assets acquired:
Cash	$	2.9
Trade accounts receivable	1.0
Inventories	1.9
Prepaid expenses and other current assets	0.2
Property, plant and equipment	0.5
Goodwill	25.2
Other intangible assets	22.3
Total assets acquired	54.0
Liabilities assumed:
Trade accounts payable	(0.1		)
Accrued expenses and other liabilities	(9.4		)
Total liabilities assumed	(9.5		)
Total net assets acquired	$	44.5

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

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

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

Management estimates the adequacy of the allowance by using relevant available information, from internal and external sources, relating to past events, current conditions and forecasts. Historical credit loss experience provides the basis for estimation of expected credit losses and are adjusted as necessary using the relevant information available. The allowance for credit losses is measured on a collective basis when similar risk characteristics exist. The Company has identified one portfolio segment based on the following risk characteristics: geographic regions, product lines, default rates and customer specific factors.

The factors used by management in its credit loss analysis are inherently subject to uncertainty. The extent of the impact of the COVID-19 pandemic on the Company's business is highly uncertain and difficult to predict. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic, including the impact of delays in payments of outstanding receivable amounts beyond normal payment terms. If actual results are not consistent with management’s estimates and assumptions, the allowance for credit losses may be overstated or understated and a charge or credit to net income (loss) may be required.

The rollforward of the allowance for credit losses is summarized as follows ($ in millions):

Balance at December 31, 2019	$	22.8
Foreign currency translation	(1.4		)
Provision for credit losses	6.1
Write-offs charged against the allowance	(0.9		)
Balance at April 3, 2020	$	26.6

The classes of inventory are summarized as follows ($ in millions):

	April 3, 2020				December 31, 2019
Finished goods	$	253.0			$	223.5
Work in process	38.2				36.5
Raw materials	97.4				89.9
Inventories, gross	388.6				349.9
Less: reserve for excess and obsolescence	(76.3		)		(72.0		)
Inventories, net	$	312.3			$	277.9

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The classes of property, plant and equipment are summarized as follows ($ in millions):

	April 3, 2020				December 31, 2019
Land and improvements	$	23.3			$	23.7
Buildings	162.7				166.9
Machinery and equipment	501.6				502.3
Property, plant and equipment, gross	687.6				692.9
Less: accumulated depreciation	(398.1		)		(402.6		)
Property, plant and equipment, net	$	289.5			$	290.3

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

	Specialty Products & Technologies				Equipment & Consumables				Total
Balance at December 31, 2019	$	2,008.1			$	1,297.9			$	3,306.0
Acquisitions	25.2				—				25.2
Foreign currency translation and other	(23.4		)		(15.3		)		(38.7		)
Balance at April 3, 2020	$	2,009.9			$	1,282.6			$	3,292.5

In addition to the annual impairment test, the Company is required to regularly assess whether a “triggering” event has occurred which would require interim impairment testing. Among other factors, the Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and its impact on each of the reporting units. Based on this assessment the Company did not identify any “triggering” events, which would indicate an impairment of goodwill is more likely than not as of April 3, 2020.

The Company will continue to assess whether a “triggering” event has occurred which would require an interim impairment test and will perform an annual impairment test of goodwill during the fourth quarter. Determining the fair value of a reporting unit for purposes of the goodwill impairment test is judgmental in nature and involves the use of estimates and assumptions. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the magnitude of any such charge. Unforeseen negative changes in future business or other market conditions for any of our reporting units including margin compression or loss of business, could cause recorded goodwill to be impaired in the future.

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Accrued expenses and other liabilities were as follows ($ in millions):

	April 3, 2020								December 31, 2019
	Current				Noncurrent				Current				Noncurrent
Compensation and benefits	$	105.2			$	8.8			$	151.2			$	8.9
Pension benefits	8.5				87.0				8.5				89.4
Taxes, income and other	11.4				267.6				39.3				254.0
Contract liabilities	48.1				4.0				52.6				4.4
Sales and product allowances	51.9				0.8				68.8				0.7
Loss contingencies	52.1				28.7				57.5				29.1
Other	106.7				22.6				92.7				12.8
Total	$	383.9			$	419.5			$	470.6			$	399.3

The Company uses cross-currency swap derivative contracts to partially hedge its net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The cross-currency swap derivative contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. On September 20, 2019, the Company entered into cross-currency swap derivative contracts with respect to its $650 million senior unsecured term loan facility. These contracts effectively convert the $650 million senior unsecured term loan facility to an obligation denominated in euros and partially offsets the impact of changes in currency rates on foreign currency denominated net investments. The changes in the fair value of these instruments are recorded in accumulated other comprehensive loss in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive loss as reflected in Note 15. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive loss into income during the period of change. The interest income or expense from these swaps is recorded in interest expense in the Company’s Condensed Consolidated and Combined Statements of Operations consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from September 2020 to September 2022.

The Company also has foreign currency denominated long-term debt in the amount of €600.0 million. This senior unsecured term loan facility represents a partial hedge of the Company’s net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. The euro senior unsecured term loan facility is designated and qualifies as a non-derivative hedging instrument. Accordingly, the foreign currency translation of the euro senior unsecured term loan facility is recorded in accumulated other comprehensive loss in equity in the accompanying Condensed Consolidated Balance Sheets, offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive loss (see Note 15). Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive loss into income during the period of change. The euro senior unsecured term loan facility matures in September 2022. Refer to Note 13 for a further discussion of this loan facility.

The Company uses interest rate swap derivative contracts to reduce its variability of cash flows related to interest payments with respect to its senior unsecured term loans. The interest rate swap contracts exchange interest payments based on variable rates for interest payments based on fixed rates. The changes in the fair value of these instruments are recorded in accumulated other comprehensive loss in equity (see Note 15). Any ineffective portions of the cash flow hedges are reclassified from accumulated other comprehensive loss into income during the period of change. The interest income or expense from these swaps is recorded in interest expense in the Company’s Condensed Consolidated and Combined Statements of Operations consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from September 2020 to September 2022.

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The following table summarizes the notional values as of April 3, 2020 and pretax impact of changes in the fair values of instruments designated as net investment hedges and cash flow hedges in accumulated other comprehensive loss (“OCI”) for the three months ended April 3, 2020 ($ in millions):

	Notional Amount				(Loss) Gain Recognized in OCI
Interest rate contracts	$	650.0			$	(11.7	)
Foreign currency contracts	650.0				37.0
Foreign currency denominated debt	648.7				24.2
Total	$	1,948.7			$	49.5

The Company did not reclassify any deferred gains or losses related to net investment and cash flow hedges from accumulated other comprehensive loss to income during the three months ended April 3, 2020. In addition, the Company did not have any ineffectiveness related to net investment and cash flow hedges during the three months ended April 3, 2020. The cash inflows and outflows associated with the Company’s derivative contracts designated as net investment hedges are classified in investing activities in the accompanying Condensed Consolidated and Combined Statements of Cash Flows. The Company did not have any such derivatives during the three months ended March 29, 2019.

The Company’s derivative instruments, as well as its non-derivative debt instruments designated and qualifying as net investment hedges, were classified as of April 3, 2020, in the Company’s Condensed Consolidated Balance Sheets as follows ($ in millions):

Derivative assets:
Prepaid expenses and other current assets	$	5.8
Other long-term assets	$	22.3
Derivative liabilities:
Accrued expense and other liabilities	$	1.0
Other long-term liabilities	$	10.7
Non-derivative hedging instruments:
Long-term debt	$	648.7

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation; and Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

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A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
April 3, 2020:
Assets:
Cross-currency swap derivative contracts	$	—			$	28.1			$	—			$	28.1
Liabilities:
Interest rate swap derivative contracts	$	—			$	11.7			$	—			$	11.7
Deferred compensation plans	$	—			$	7.2			$	—			$	7.2
December 31, 2019:
Assets:
Interest rate swap derivative contracts	$	—			$	0.1			$	—			$	0.1
Liabilities:
Cross-currency swap derivative contracts	$	—			$	8.9			$	—			$	8.9
Deferred compensation plans	$	—			$	7.2			$	—			$	7.2

Derivative Instruments

The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and foreign currency current exchange rates and forward curves as inputs. The interest rate swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and forward curves as inputs. Refer to Note 8 for additional information.

Deferred Compensation Plans

Certain management employees of the Company participate in nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis. All amounts deferred under this plan are unfunded, unsecured obligations and are presented as a component of the Company’s compensation and benefits accrual included in accrued expenses in the accompanying Condensed Consolidated Balance Sheets (refer to Note 7). Participants may choose among alternative earnings rates for the amounts they defer, which are primarily based on investment options within the Company’s 401(k) program. Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates on investment options within the Company’s 401(k) program. Amounts voluntarily deferred by employees into the Company stock fund and amounts contributed to participant accounts by the Company are deemed invested in the Company’s common stock and future distributions of such contributions will be made solely in shares of Company common stock, and therefore are not reflected in the above amounts.

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Fair Value of Financial Instruments

The carrying amounts and fair values of the Company’s financial instruments were as follows ($ in millions):

	April 3, 2020
	Carrying Amount				Fair Value
Assets:
Cross-currency swap derivative contracts	$	28.1			$	28.1
Liabilities:
Interest rate swap derivative contracts	$	11.7			$	11.7
Long-term debt	$	1,546.7			$	1,546.7

The following sets forth the components of the Company’s net periodic benefit cost of the defined benefit pension plans ($ in millions):

Components of net periodic pension cost:

	Three Month Period Ended
($ in millions)	April 3, 2020				March 29, 2019
Service cost	$	(2.6	)		$	(2.3	)
Interest cost	(0.4		)		(0.5		)
Expected return on plan assets	0.9				0.8
Amortization of initial net obligation	(0.1		)		(0.1		)
Amortization of prior service credit	0.1				—
Amortization of actuarial loss	(0.4		)		(0.1		)
Net periodic pension cost	$	(2.5	)		$	(2.2	)

The net periodic benefit cost during the three month periods ended April 3, 2020 and March 29, 2019, are reflected in the following captions in the accompanying Condensed Consolidated and Combined Statements of Operations ($ in millions):

    

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The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty periods depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor and in certain instances estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.

The following is a rollforward of the Company’s accrued warranty liability ($ in millions):

Balance at December 31, 2019	$	9.6
Accruals for warranties issued during the year	5.2
Payments made	(4.7		)
Effect of foreign currency translation	(0.2		)
Balance at April 3, 2020	$	9.9

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

	April 3, 2020
Senior unsecured term loan facility due 2022 ($650.0 million aggregate principal amount) (the “Term Loan Facility”)	$	648.9
Senior unsecured euro term loan facility due 2022 (€600.0 million aggregate principal amount) (the “Euro Term Loan Facility”)	647.8
Senior unsecured multi-currency revolving credit facility ($250.0 million borrowing capacity) (the “Revolving Credit Facility”)	249.8
Other	3.7
Total debt	1,550.2
Less: current portion	(3.5		)
Long-term debt	$	1,546.7

Unamortized debt issuance costs totaled $2 million as of April 3, 2020, which have been netted against their respective aggregate principal amounts of the related debt in the table above and are being amortized to interest expense over the term of the debt.

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Long-Term Indebtedness

On September 20, 2019, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks under which Envista borrowed approximately $1.3 billion, consisting of the three-year $650 million Term Loan Facility and the three-year €600 million Euro Term Loan Facility (together with the Term Loan Facility, the “Term Loans”). The Credit Agreement also includes the five-year, $250 million Revolving Credit Facility and together with the Term Loans, the “Senior Credit Facilities”). Pursuant to the Separation Agreement, all of the net proceeds of the Term Loans were paid to Danaher as partial consideration for the Dental business Danaher transferred to Envista, as further discussed in Note 1.

The Revolving Credit Facility includes an initial aggregate principal amount of $250 million with a $20 million sublimit for the issuance of standby letters of credit. The Company has the option to increase the amount available under the Revolving Credit Facility, subject to agreement by the lenders, by up to an additional $200 million in the aggregate. The Revolving Credit Facility can be used for working capital and other general corporate purposes. As of April 3, 2020, the Revolving Credit Facility has been fully drawn down.

The interest rates for borrowings under the Term Loan Facility, Euro Term Loan Facility and Revolving Credit Facility were 2.4%, 1.1% and 2.1%, respectively, for the three months ended April 3, 2020. The Company has entered into interest rate swap derivative contracts for the Term Loan Facility, as further discussed in Note 8.

The Credit Agreement also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the lenders may declare the outstanding advances and all other obligations under the Credit Agreement immediately due and payable. The Company was in compliance with all of its debt covenants as of April 3, 2020.

Capital Stock

Under the Company’s amended and restated certificate of incorporation, as of September 20, 2019, the Company’s authorized capital stock consists of 500 million shares of common stock with a par value of $0.01 per share and 15 million shares of preferred stock with no par value per share. On September 17, 2019, the Company issued shares of the Company’s common stock to Danaher as partial consideration for the transfer of the Dental business by Danaher to the Company, which, together with the 100 shares of the Company’s common stock previously held by Danaher resulted in Danaher owning 127.9 million shares of the Company’s common stock. On September 20, 2019, the Company completed its IPO resulting in the issuance of an additional 30.8 million shares of its common stock. No preferred shares were issued or outstanding as of April 3, 2020.

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The changes in accumulated other comprehensive loss by component are summarized below ($ in millions).

	Foreign Currency Translation Adjustments				Unrealized Gain (Loss) on Cash Flow Hedges				Unrealized Pension Costs				Total Accumulated Other Comprehensive Loss
Three Months Ended April 3, 2020
Balance at December 31, 2019	$	(116.4	)		$	0.1			$	(27.9	)		$	(144.2	)
Other comprehensive loss before reclassifications:
Decrease	(22.1		)		(11.7		)		—				(33.8		)
Income tax impact	(15.1		)		2.8				—				(12.3		)
Other comprehensive loss before reclassifications, net of income taxes	(37.2		)		(8.9		)		—				(46.1		)
Amounts reclassified from accumulated other comprehensive loss:
Increase	—				—				0.5			(a)	0.5
Income tax impact	—				—				(0.1		)		(0.1		)
Amounts reclassified from accumulated other comprehensive loss, net of income taxes	—				—				0.4				0.4
Net current period other comprehensive (loss) income, net of income taxes	(37.2		)		(8.9		)		0.4				(45.7		)
Balance at April 3, 2020	$	(153.6	)		$	(8.8	)		$	(27.5	)		$	(189.9	)

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(a)	This accumulated other comprehensive loss component is included in the computation of net periodic pension cost (refer to Note 10 for additional details).

	Foreign Currency Translation Adjustments				Unrealized Gain (Loss) on Cash Flow Hedges				Unrealized Pension Costs				Total Accumulated Other Comprehensive Loss
Three Months Ended March 29, 2019
Balance at December 31, 2018	$	(74.3	)		$	—			$	(3.9	)		$	(78.2	)
Other comprehensive loss before reclassifications:
Decrease	(37.8		)		—				—				(37.8		)
Income tax impact	—				—				—				—
Other comprehensive loss before reclassifications, net of income taxes	(37.8		)		—				—				(37.8		)
Amounts reclassified from accumulated other comprehensive loss:
Increase	—				—				0.2			(a)	0.2
Income tax impact	—				—				(0.1		)		(0.1		)
Amounts reclassified from accumulated other comprehensive loss, net of income taxes	—				—				0.1				0.1
Net current period other comprehensive (loss) income, net of income taxes	(37.8		)		—				0.1				(37.7		)
Balance at March 29, 2019	$	(112.1	)		$	—			$	(3.8	)		$	(115.9	)

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(a)	This accumulated other comprehensive loss component is included in the computation of net periodic pension cost (refer to Note 10 for additional details).

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The following table presents the Company’s revenues disaggregated by geographical region for the three months ended April 3, 2020 and March 29, 2019 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenues. The Company has historically defined emerging markets as developing markets of the world, which prior to the COVID-19 pandemic, have experienced extended periods of accelerated growth in gross domestic product and infrastructure, which includes Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan and Australia). The Company defines developed markets as all markets of the world that are not emerging markets.

	Specialty Products & Technologies				Equipment & Consumables				Total
Three Months Ended April 3, 2020
Geographical region:
North America	$	128.3			$	141.5			$	269.8
Western Europe	62.7				57.9				120.6
Other developed markets	21.2				16.4				37.6
Emerging markets	60.4				58.8				119.2
Total	$	272.6			$	274.6			$	547.2
Three Months Ended March 29, 2019
Geographical region:
North America	$	149.6			$	148.9			$	298.5
Western Europe	89.4				70.7				$	160.1
Other developed markets	22.8				17.6				$	40.4
Emerging markets	87.0				73.7				160.7
Total	$	348.8			$	310.9			$	659.7

Sales by major product group ($ in millions):

	Three Months Ended
	April 3, 2020				March 29, 2019
Consumables	$	377.9			$	460.8
Equipment	169.3				198.9
Total	$	547.2			$	659.7

Remaining Performance Obligations

ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) requires disclosure of remaining performance obligations that represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations include noncancelable purchase orders, extended warranty and service agreements and do not include revenue from contracts with customers with an original term of one year or less.

As of April 3, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $21 million and the Company expects to recognize revenue on the majority of this amount over the next 12 months.

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Contract Liabilities

The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the Condensed Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue. As of April 3, 2020, and December 31, 2019, the contract liabilities were $52 million and $57 million, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. Revenue recognized during the three months ended April 3, 2020 and March 29, 2019 that was included in the contract liability balance on December 31, 2019 and December 31, 2018, was $22 million and $20 million, respectively.

Significant Customers

Sales to the Company’s largest customer were 9% and 10% of sales in the three months ended April 3, 2020 and March 29, 2019, respectively. No other individual customer accounted for more than 10% of sales in the three months ended April 3, 2020 and March 29, 2019. Accounts receivable from this customer was 8% and 6% of total receivables as of April 3, 2020 and December 31, 2019, respectively.

Seasonality

Based on historical experience, the Company generally has more sales in the second half of the calendar year than in the first half of the calendar year, with the first quarter typically having the lowest sales of the year. Based on historical customer buying patterns, the Company generally has more sales in the fourth quarter than in any other quarter of the year, driven in particular by capital spending in the Equipment & Consumables segment. As a result of this seasonality in sales, profitability in the Equipment & Consumables segment also tends to be higher in the second half of the year. There are no assurances that these historical trends will continue in the future.

The Company’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing the Company’s strategy, either in the normal course of business or pursuant to significant restructuring programs.

The Company initiated productivity improvements and restructuring related activities during the three months ended April 3, 2020, as summarized below ($ in millions):

	Employee Severance and Related				Facility Exit and Related				Total
Balance at December 31, 2019	$	5.6			$	—			$	5.6
Costs incurred	9.0				3.3				12.3
Paid/settled	(4.0		)		(0.1		)		(4.1		)
Balance at April 3, 2020	$	10.6			$	3.2			$	13.8

Productivity improvement and restructuring related charges recorded for the three months ended April 3, 2020 and March 29, 2019, by segment were as follows ($ in millions): 

	Three Months Ended
	April 3, 2020				March 29, 2019
Specialty Products & Technologies	$	0.8			$	(0.3	)
Equipment & Consumables	10.8				2.3
Other	0.7				—
Total	$	12.3			$	2.0

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The productivity improvement and restructuring related charges incurred during the three months ended April 3, 2020 and March 29, 2019, are reflected in the following captions in the accompanying Condensed Consolidated and Combined Statements of Operations ($ in millions):

	Three Months Ended
	April 3, 2020				March 29, 2019
Cost of sales	$	2.8			$	0.9
Selling, general and administrative expenses	9.5				1.1
Total	$	12.3			$	2.0

Prior to the Split-Off, the Company’s operating results were included in Danaher’s various consolidated U.S. federal and certain state income tax returns, as well as certain non-U.S. returns. For periods prior to the Split-Off, the Company’s Condensed Consolidated and Combined Financial Statements reflect income tax expense and deferred tax balances as if the Company had filed tax returns on a standalone basis separate from Danaher. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone enterprise for periods prior to the Split-Off.

The Company’s effective tax rate of 39.0% and 15.8% for three months ended April 3, 2020 and March 29, 2019, respectively, differs from the U.S. federal statutory rate of 21.0%, primarily due to the Company’s geographical mix of earnings including the impact of COVID-19 in the three months ended April 3, 2020.

On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act is an emergency economic stimulus package in response to the COVID-19 outbreak which, among other things, contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has not identified material impacts to the quarterly provision as of April 3, 2020 and does not anticipate that the provisions of the CARES Act will impact income taxes in 2020. The Company will continue to evaluate the impact of the CARES Act as new clarifying guidance is issued throughout 2020.

Basic (loss) earnings per share is calculated by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the applicable period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential shares outstanding during the period using the treasury stock method. Dilutive potential common shares include employee equity options, non-vested shares and similar instruments granted by the Company.

The Company’s issuance of shares of its common stock to Danaher as partial consideration for the transfer of the Dental business by Danaher to the Company on September 17, 2019, together with the 100 shares of the Company’s common stock previously held by Danaher, resulted in 127.9 million shares of the Company’s common stock being held by Danaher, which are being utilized for the calculation of both basic and diluted earnings per share for the three months ended March 29, 2019. In connection with the IPO, an additional 30.8 million shares were issued on September 20, 2019.

For periods prior to the Separation, the Company’s stock-based compensation expense includes expense for Danaher equity awards granted to certain of the Company’s employees. As these equity awards related to Danaher common stock, rather than common stock of the Company, the calculation of diluted earnings per share does not include the potential dilutive impact of these equity awards for periods prior to the Split-Off. At the time of the Split-Off, the equity awards held by certain employees to purchase Danaher shares were converted into equity awards to purchase the Company’s shares and the converted equity awards are included in the Company’s calculation of diluted earnings per share in periods where the Company has net income.

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The table below presents the computation of basic and diluted (loss) earnings per share:

	Three Months Ended
	April 3, 2020				March 29, 2019
Numerator:
Net (loss) income	$	(17.2	)		$	37.9
Denominator:
Weighted-average common shares outstanding used in basic and diluted (loss) earnings per share	159.2				127.9
(Loss) earnings per share:
Basic and diluted	$	(0.11	)		$	0.30

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

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

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

	Three Months Ended
	April 3, 2020				March 29, 2019
Sales:
Specialty Products & Technologies	$	272.6			$	348.8
Equipment & Consumables	274.6				310.9
Total	$	547.2			$	659.7
Operating (loss) profit and reconciliation to (loss) income before income taxes:
Specialty Products & Technologies	$	7.8			$	66.1
Equipment & Consumables	(19.3		)		(12.2		)
Other	(13.5		)		(9.0		)
Operating (loss) profit	(25.0		)		44.9
Nonoperating income (expense):
Other income	0.1				0.1
Interest expense, net	(3.3		)		—
(Loss) income before income taxes	$	(28.2	)		$	45.0

	April 3, 2020				December 31, 2019
Identifiable assets:
Specialty Products & Technologies	$	3,661.7			$	3,662.5
Equipment & Consumables	2,188.4				2,256.6
Other	390.8				239.2
Total	$	6,240.9			$	6,158.3

Subsequent to April 3, 2020, the Company committed to a plan to exit a portion of its treatment unit business, which is part of the Equipment & Consumables segment, as part of its strategy to structurally improve its margins. In accordance with ASC 360, Property, Plant and Equipment, these assets are classified as assets held-for-use until they are disposed of. The Company will continue to evaluate these assets for potential impairment until they are disposed of, which is expected to be by the end of the quarter ending July 3, 2020. While the Company will write-off a majority of the assets, the land and buildings will be reclassified as held-for-sale by the end of the quarter ending July 3, 2020. Based on a preliminary assessment, the Company believes that it may record an impairment charge of $19 million to $24 million and a restructuring charge related to severance and other exit activities of $8 million to $10 million in the quarter ending July 3, 2020.

In connection with the Separation, the Company entered into various agreements with Danaher, including but not limited to, a Separation Agreement, a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, an Intellectual Property Matters Agreement and a Danaher Business System (“DBS”) License Agreement, which set forth certain terms and conditions related to transactions which will continue between Danaher and the Company post-Separation.

Separation Agreement

The Separation Agreement governs the Separation and provides a framework for the relationship between the parties going forward.

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Transition Services Agreement

The Transition Services Agreement sets forth the terms and conditions pursuant to which the Company and our subsidiaries and Danaher and its subsidiaries will provide to each other various services after the Separation. The services to be provided include information technology, facilities, certain accounting and other financial functions, and administrative services. The charges for the transition services generally are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services, generally without profit.

Tax Matters Agreement

The Tax Matters Agreement governs the respective rights, responsibilities and obligations of both the Company and Danaher after the Separation with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

Employee Matters Agreement

The Employee Matters Agreement sets forth, among other things, the allocation of assets, liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the Separation, including the treatment of outstanding equity and other incentive awards and certain retirement and welfare benefit obligations.

Intellectual Property Matters Agreement

The Intellectual Property Matters Agreement sets forth the terms and conditions pursuant to which Danaher and the Company have mutually granted certain personal, generally irrevocable, non-exclusive, worldwide, and royalty-free rights to use certain intellectual property. Both parties are able to sublicense their rights in connection with activities relating to their businesses, but not for independent use by third parties. 

DBS License Agreement

The DBS License Agreement sets forth the terms and conditions pursuant to which Danaher has granted a non-exclusive, worldwide, non-transferable, perpetual license to us to use DBS solely in support of our businesses. The Company is able to sublicense such license solely to direct and indirect wholly-owned subsidiaries. In addition, both parties have licensed to each other improvements made by such party to DBS during the first two years of the term of the DBS license agreement.

The Company has historically operated as part of Danaher and not as a separate, publicly-traded company. Accordingly, Danaher has allocated certain shared costs to the Company that are reflected as expenses in these Condensed Consolidated and Combined Financial Statements for the periods prior to Separation. Management considers the allocation methodologies used by Danaher to be reasonable and to appropriately reflect the related expenses attributable to the Company for purposes of the Condensed Consolidated and Combined Financial Statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses the Company will incur in the future.

Following the Split-Off, Danaher no longer owns any of the Company’s outstanding common stock and is no longer a related party and the Company no longer considers transactions with Danaher as related party transactions.

Corporate Expenses

Certain corporate overhead and shared expenses incurred by Danaher and its subsidiaries have been allocated to the Company and are reflected in the Condensed Consolidated and Combined Statements of Operations. These amounts include, but were not limited to, items such as general management and executive oversight, costs to support Danaher information technology infrastructure, facilities, compliance, human resources and legal functions and financial management and transaction processing including public company reporting, consolidated tax filings and tax planning, Danaher benefit plan administration, risk management and consolidated treasury services, certain employee benefits and incentives and stock based compensation administration. These costs were allocated using methodologies that management believes are reasonable for the item being allocated. Allocation methodologies included the Company’s relative share of revenues, headcount or functional spend as a percentage of the total.

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Insurance Programs Administered by Former Parent

In addition to the corporate allocations discussed above, the Company was allocated expenses related to certain insurance programs Danaher administered on behalf of the Company, including workers’ compensation, property, cargo, automobile, crime, fiduciary, product, general and directors’ and officers’ liability insurance. The insurance costs of these policies were allocated by Danaher to the Company using various methodologies related to the respective, underlying exposure base.

For the self-insured component of the policies referenced above, Danaher allocated costs to the Company based on the Company’s incurred claims.

Medical Insurance Programs Administered by Former Parent

In addition to the corporate allocations noted above, the Company was allocated expenses related to the medical insurance programs Danaher administered on behalf of the Company. These amounts were allocated using actual medical claims incurred during the period for the associated employees attributable to the Company. In connection with the Separation, the Company established independent medical insurance programs similar to those previously provided by Danaher.

Deferred Compensation Program Administered by Former Parent

Certain of the Company’s management employees participated in Danaher’s nonqualified deferred compensation programs that permit participants to defer a portion of their compensation, on a pretax basis prior to the Separation. All amounts deferred under this plan are unfunded, unsecured obligations of Danaher and subject to reimbursement by the Company. In connection with the Separation, the Company established a similar independent, nonqualified deferred compensation program.

After the Separation there were no related-party expenses allocated to the Company. The amounts of related-party expenses allocated to the Company from Danaher for the three months ended March 29, 2019, were as follows ($ in millions):

	Three Months Ended
	March 29, 2019
Allocated corporate expenses	$	7.6
Directly related charges:
Insurance programs expenses	0.9
Medical insurance programs expenses	12.2
Deferred compensation program expenses	0.3
Total related-party expenses	$	21.0

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

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•	additional personnel costs, including salaries, benefits and potential bonuses and/or stock-based compensation awards for staff additions to replace support provided by Danaher that is not covered by the Transition Services Agreement; and

•	corporate governance costs, including board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and stock exchange listing fees.

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•	sales from acquired businesses;

•	sales from discontinued products; and

•	the impact of currency translation.

•	the period-to-period change in sales; and

•	the period-to-period change in sales after applying current period foreign exchange rates to the prior year period.

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Lower sales primarily due to the impact of the COVID-19 pandemic, an unfavorable sales mix, higher restructuring and productivity improvement expenses, incremental corporate costs and the impact of foreign currency exchange rates, partially offset by lower sales and marketing spend, and incremental period-over-period savings associated with restructuring and productivity improvement actions taken in prior periods.

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•	Lower sales with an unfavorable sales mix, restructuring and productivity improvement expenses and the impact of foreign currency exchange rates, partially offset by lower sales and marketing spend, and incremental period over period savings associated with restructuring and productivity improvement actions taken in prior periods.

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•	Lower sales with an unfavorable sales mix, restructuring and productivity improvement expenses and the impact of foreign currency exchange rates, partially offset by lower sales and marketing and R&D spend, and incremental period over period savings associated with restructuring and productivity improvement actions taken in prior periods.

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•	our quarterly or annual earnings, or those of other companies in our industry;

•	actual or anticipated fluctuations in our operating results;

•	changes in earnings estimated by securities analysts or our ability to meet those estimates;

•	the operating and stock price performance of other comparable companies;

•	changes to the regulatory and legal environment in which we operate;

•	market and business conditions related to COVID-19;

•	overall market fluctuations and domestic and worldwide economic conditions; and

•	other factors described in our 2019 10-K and in this Quarterly Report.

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