Envista Holdings Corp

Previous wording

For the three and six months ended June 27, 2025, sales derived from customers outside of the United States were 53.6% and 52.6%, respectively, compared to 52.8% for both the three and six months ended June 28, 2024. As a global provider of dental consumables, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

Current wording

For the three and nine months ended September 26, 2025, sales derived from customers outside of the United States were 51.9% and 52.3%, respectively, compared to 51.2% and 52.1% for the three and nine months ended September 27, 2024, respectively. As a global provider of dental consumables, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

Previous wording

Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to certain markets. For example, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. The U.S. has significantly increased tariffs on products imported from China into the U.S. and implemented new tariffs on imports into the U.S. from other countries, particularly from Canada, Mexico, and the European Union. In response to these proposed tariffs, some foreign countries, including China, have instituted retaliatory tariffs, which impact our products, while other countries have threatened retaliatory tariffs on certain U.S. products. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. We expect to largely offset the impact of the existing tariffs with mitigating actions including supply chain adjustments, pricing strategies, and cost management. To the extent that we are unable to offset the tariffs or if the tariffs or our countermeasures negatively impact demand, our business, financial condition, results of operations or cash flows would be adversely affected. Any future tariffs and trade restrictions may also adversely affect our business, financial condition, results of operations or cash flows.

Current wording

Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to certain markets. For example, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. The U.S. has significantly increased tariffs on products imported from China into the U.S. and implemented new tariffs on imports into the U.S. from other countries, particularly from Canada, Mexico, and the European Union. In response to these proposed tariffs, some foreign countries, including China, have instituted retaliatory tariffs, which impact our products, while other countries have threatened retaliatory tariffs on certain U.S. products. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. While we expect to largely offset the impact of the existing tariffs with mitigating actions including supply chain adjustments, pricing strategies, and cost management, we have already experienced an increase in cost of sales attributable to higher tariffs. To the extent that we are unable to offset the tariffs or if the tariffs or our countermeasures negatively impact demand, our business, financial condition, results of operations or cash flows will continue to be adversely affected. Any future tariffs and trade restrictions may also adversely affect our business, financial condition, results of operations or cash flows.

Previous wording

On a period-over-period basis, currency exchange rates positively impacted reported sales by 1.9% and 0.4% for the three and six months ended June 27, 2025, respectively, compared to the comparable periods of 2024, primarily due to the weakening U.S. dollar against major currencies. Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year, and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations for the remainder of the year.

Current wording

On a period-over-period basis, currency exchange rates positively impacted reported sales by 1.9% and 0.8% for the three and nine months ended September 26, 2025, respectively, compared to the comparable periods of 2024, primarily due to the weakening U.S. dollar against major currencies. Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year, and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations for the remainder of the year.

Previous wording

Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise. While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the three and six months ended June 27, 2025 and June 28, 2024.

Current wording

Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise. While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the three and nine months ended September 26, 2025 and September 27, 2024.

Previous wording

In response to the attacks in Israel and the related hostilities, we continue to monitor the social, political, and economic environment in Israel and in the region for any impact to our operations. We maintain a production facility in Israel related to our Alpha-Bio Tech Implant brand. While we have experienced some volatility in the region, the Israel-Hamas War and related hostilities have not had a material impact on our business.

Current wording

We continue to monitor the evolving social, political, and economic environment in Israel and in the region for any impact to our operations. We maintain a production facility in Israel related to our Alpha-Bio Tech Implant brand. While we have experienced some volatility in the region, the Israel-Hamas War and related hostilities have not had a material impact on our business.

Previous wording

All comparisons, variances, increases or decreases discussed below are for the three and six months ended June 27, 2025, compared to the three and six months ended June 28, 2024.

Current wording

All comparisons, variances, increases or decreases discussed below are for the three and nine months ended September 26, 2025, compared to the three and nine months ended September 27, 2024.

Previous wording

Sales for the three months ended June 27, 2025 increased 7.7% while core sales growth increased by 5.6% as compared to the comparable period in 2024. An increase in sales volume of 4.1% positively impacted sales on a period-over-period basis, coupled with an increase in sales price of 1.5%.

Current wording

Sales for the three months ended September 26, 2025 increased 11.5% while core sales growth increased by 9.4% as compared to the comparable period in 2024. An increase in sales volume coupled with the timing of deferred revenue recognition related to our clear aligner treatment plans positively impacted sales by 6.8% on a period-over-period basis, while sales price increased by 2.6%.

Previous wording

Sales for the six months ended June 27, 2025 increased 3.4% while core sales growth increased by 2.9% as compared to the comparable period in 2024. An increase in sales volume of 1.7% positively impacted sales on a period-over-period basis, coupled with an increase in sales price of 1.2%.

Current wording

Sales for the nine months ended September 26, 2025 increased 6.0% while core sales growth increased by 5.0% as compared to the comparable period in 2024. An increase in sales volume coupled with the timing of deferred revenue recognition related to our clear aligner treatment plans positively impacted sales by 3.3% on a period-over-period basis, while sales price increased by 1.7%.

Previous wording

Geographically, sales for both the three and six months ended June 27, 2025 were positively impacted by higher sales from North America and Europe; partially offset by lower demand in China.

Current wording

Geographically, sales for both the three and nine months ended September 26, 2025 were positively impacted by higher sales from North America and Europe; partially offset by lower demand in China.

Previous wording

The increase in cost of sales during the three and six months ended June 27, 2025 as compared to the comparable periods in 2024, was driven primarily by higher sales volume, higher costs due to the unfavorable impact of foreign currency exchange rates, partially offset by the absence of impairment related to certain long-lived assets from the comparable prior periods.

Current wording

The increase in cost of sales during the nine months ended September 26, 2025 as compared to the comparable period in 2024 was driven primarily by higher sales volume, higher costs due to the unfavorable impact of foreign currency exchange rates, and increased tariffs, partially offset by the absence of impairment related to certain long-lived assets from the comparable prior period. Gross margin for the nine months ended September 26, 2025 increased as compared to the comparable period in 2024, and was driven primarily by higher sales volume including the impact from the timing of deferred revenue recognition related to our clear aligner treatment plans, an increase in sales price, and the absence of impairment related to certain long-lived assets from the comparable prior period, partially offset by unfavorable product mix and higher costs due to unfavorable impact of foreign currency exchange rates.

Previous wording

The decrease in SG&A expenses as a percentage of sales for the three and six months ended June 27, 2025 as compared to the comparable periods of 2024, was primarily due to lower bad debt, amortization of intangible assets, legal settlement costs, and general and administrative costs; partially offset by higher compensation costs and our continuing investment in our long-term growth initiatives.

Current wording

The decrease in SG&A as a percentage of sales for the nine months ended September 26, 2025 as compared to the comparable period of 2024, was primarily due to higher sales, along with lower bad debt, amortization of intangible assets, legal settlement costs, and general and administrative costs; partially offset by our continuing investment in our long-term growth initiatives.

Previous wording

R&D expenses as a percentage of sales for the three and six months ended June 27, 2025, increased as compared to the comparable periods in 2024, primarily due to increased R&D activity.

Current wording

R&D expenses as a percentage of sales for the three and nine months ended September 26, 2025 is consistent with the comparable periods in 2024.

Previous wording

Goodwill and intangible asset impairment for the three and six months ended June 28, 2024 of $1,153.8 million consisted of a $960.5 million goodwill charge and a $193.3 million intangible asset charge. Approximately $707.8 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $252.7 million related to our Equipment & Consumables segment. The reduction in value was due to adverse macroeconomic factors as a result of weakened global demand, a sustained suppressed stock price, higher cost of capital, and increased raw material, supply chain and service costs, which contributed to reduced revenue forecasts, lower operating margins, and reduced expectations of future cash flows. The intangible asset impairment charges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment and $92.2 million consisted of certain finite-lived patents and technology and customer relationships within the Equipment & Consumables segment and were primarily due to a reduction in projected cash flows discussed above. There were no goodwill and intangible asset impairment charges recorded for the three or six month periods ended June 27, 2025.

Current wording

Goodwill and intangible asset impairment for the nine months ended September 27, 2024 of $1,153.8 million consisted of a $960.5 million goodwill charge and a $193.3 million intangible asset charge. Approximately $707.8 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $252.7 million related to our Equipment & Consumables segment. The reduction in value was due to adverse macroeconomic factors as a result of weakened global demand, a sustained suppressed stock price, higher cost of capital, and increased raw material, supply chain and service costs, which contributed to reduced revenue forecasts, lower operating margins, and reduced expectations of future cash flows. The intangible asset impairment charges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment and $92.2 million consisted of certain finite-lived patents and technology and customer relationships within the Equipment & Consumables segment and were primarily due to a reduction in projected cash flows discussed above. There were no goodwill and intangible asset impairment charges recorded for the three or nine month periods ended September 26, 2025.

Previous wording

Other income, net for the three and six months ended June 27, 2025 primarily consists of net gains on investments held in a rabbi trust, while Other expense, net for the three and six months ended June 28, 2024 primarily consists of losses on equity investments.

Current wording

Other income, net for the three and nine months ended September 26, 2025 primarily consists of net gains on investments held in a rabbi trust, while Other income (expense), net for the comparable periods in 2024 consists of net gains (losses) on equity investments.

Previous wording

Interest costs were $8.0 million and $11.7 million for the three months ended June 27, 2025 and June 28, 2024, respectively, and $17.3 million and $24.6 million for the six months ended June 27, 2025 and June 28, 2024, respectively. The decrease in interest expense was primarily due to lower debt balances and interest rates.

Current wording

Interest costs were $9.0 million and $11.9 million for the three months ended September 26, 2025 and September 27, 2024, respectively, and $26.3 million and $36.5 million for the nine months ended September 26, 2025 and September 27, 2024, respectively. The decrease in interest expense was primarily due to lower debt balances and interest rates.

Previous wording

Our effective tax rate of 35.1% and 36.3% for the three and six months ended June 27, 2025 differed from the comparable periods in 2024 primarily due to a shift in the geographical mix of earnings and the impact of nondeductible impairment charges for goodwill and intangible assets in the comparable periods in 2024.

Current wording

Our effective tax rate of 160.7% and 88.2% for the three and nine months ended September 26, 2025 differed from the comparable periods in 2024 primarily due to the impact of nondeductible impairment charges for goodwill and intangible assets in 2024 and primarily due to a change in the indefinite reinvestment assertion related to the restructuring of a foreign subsidiary with certain intercompany loans in 2025. We anticipate the restructuring will have a beneficial tax impact going forward.

Previous wording

Sales and core sales growth for the three months ended June 27, 2025 increased 7.2% and 4.7%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales volume of 3.9% on a period-over-period basis, coupled with an increase in sales price of 0.8%. Geographically, sales for the three months ended June 27, 2025 increased primarily due to higher demand from North America, Europe and China.

Current wording

Sales and core sales growth for the nine months ended September 26, 2025 increased 5.9% and 4.7%, respectively, compared to the comparable period in 2024. An increase in sales volume coupled with the timing of deferred revenue recognition related to our clear aligner treatment plans positively impacted sales by 3.8% on a period-over-period basis, while sales price increased by 0.9%.

Previous wording

Operating profit margin was 10.2% for the three months ended June 27, 2025, as compared to an operating profit margin of 1.4% for the comparable period of 2024. Operating profit margin was 9.8% for the six months ended June 27, 2025, as compared to an operating profit margin of 6.1% for the comparable period of 2024. The increase in operating profit margin for the three and six months ended June 27, 2025, was primarily due to higher sales volume and sales price, lower bad debt expense, and the absence of impairment of certain long-lived assets from the comparable prior periods, partially offset by higher costs due to impact of unfavorable foreign exchange rates, and our continuing investment in our long-term growth initiatives.

Current wording

Operating profit margin was 10.3% for the nine months ended September 26, 2025, as compared to an operating profit margin of 5.2% for the comparable period of 2024. The increase in operating profit margin for the nine months ended September 26, 2025, was primarily due to higher sales volume, including the timing of deferred revenue recognition related to our clear aligner treatment plans, higher sales price, lower bad debt expense, and the absence of impairment of certain long-lived assets from the comparable prior period, partially offset by increased tariffs, higher costs due to impact of unfavorable foreign exchange rates, and our continuing investment in our long-term growth initiatives.

Previous wording

Sales and core sales growth for the three months ended June 27, 2025 increased 8.7%, and 7.3%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales volume of 4.5% on a period-over-period basis, coupled with an increase in sales price of 2.8%. Geographically, the increase in sales for the three months ended June 27, 2025 is primarily due to higher demand from North America and Europe, partially offset by lower demand in China.

Current wording

Sales and core sales growth for the three months ended September 26, 2025 increased 8.7%, and 7.3%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales price of 4.7%, coupled with an increase in sales volume of 2.6% on a period-over-period basis.

Previous wording

Sales and core sales growth for the six months ended June 27, 2025 increased 4.8%, and 4.5%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales volume of 2.3% on a period-over-period basis, coupled with an increase in sales price of 2.2%. Geographically, the increase in sales for the six months ended June 27, 2025 is primarily due to higher demand from North America, partially offset by lower demand in China.

Current wording

Geographically, the increase in sales for the three months ended September 26, 2025 is primarily due to higher demand from North America and China while the increase in sales for the nine months ended September 26, 2025 is primarily due to higher demand from North America, partially offset by lower demand in China.

Previous wording

Operating profit margin was 15.2% for the three months ended June 27, 2025, as compared to an operating profit margin of 12.2% for the comparable period of 2024. Operating profit margin was 15.0% for the six months ended June 27, 2025, as compared to an operating profit margin of 14.3% for the comparable period of 2024. The increase in operating profit margin for the three and six months ended June 27, 2025 was primarily due to higher sales volume and sales price, and a decrease in amortization of intangibles, partially offset by higher costs due to the impact of unfavorable foreign exchange rates.

Current wording

Operating profit margin was 15.8% for the nine months ended September 26, 2025, as compared to an operating profit margin of 15.4% for the comparable period of 2024. The increase in operating profit margin for the nine months ended September 26, 2025 was primarily due to higher sales volume and sales price, and a decrease in amortization of intangibles, partially offset by increased tariffs and higher costs due to the impact of unfavorable foreign exchange rates.

Previous wording

Net cash provided by operating activities was $89.0 million during the six months ended June 27, 2025, as compared to net cash provided by operating activities of $133.4 million for the comparable period of 2024. The decrease in cash provided by operating activities during the six months ended June 27, 2025 is primarily due to timing of cash collections and vendor payments, and higher incentive compensation payments; partially offset by higher net income.

Current wording

Net cash provided by operating activities was $167.7 million during the nine months ended September 26, 2025, as compared to net cash provided by operating activities of $204.1 million for the comparable period of 2024. The decrease in cash provided by operating activities during the nine months ended September 26, 2025 is primarily due to timing of cash collections, inventory payments, and vendor payments; partially offset by higher net income.

Previous wording

Cash flows relating to investing activities consist primarily of cash used for capital expenditures and acquisitions. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems.

Current wording

Cash flows relating to investing activities consist primarily of cash used for capital expenditures, acquisitions and other investing activities. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems.

Previous wording

Net cash used in investing activities was $25.9 million for the six months ended June 27, 2025, as compared to net cash used in investing activities of $16.6 million for the comparable period in 2024. The increase in net cash used was primarily due to higher spend on certain investing activities.

Current wording

Net cash used in investing activities was $35.6 million for the nine months ended September 26, 2025, as compared to net cash used in investing activities of $47.2 million for the comparable period in 2024. The decrease in net cash used was primarily due to lower purchases of investments held in the rabbi trust, partially offset by higher net payments for purchases of property, plant and equipment and higher spend on certain investing activities.

Previous wording

Cash flows relating to financing activities consist primarily of cash flows associated with debt borrowings and the issuance of common stock.

Current wording

Cash flows relating to financing activities consist primarily of cash flows associated with debt borrowings and the issuance or repurchase of common stock.

Previous wording

Net cash used by financing activities was $104.0 million for the six months ended June 27, 2025 compared to net cash used in financing activities of $2.3 million for the comparable period of 2024. The increase in net cash used was primarily driven by stock repurchases and the repayment of the 2025 Convertible Notes which matured on June 1, 2025, partially offset by the borrowings under the Revolving Credit Facility.

Current wording

Net cash used by financing activities was $145.7 million for the nine months ended September 26, 2025 compared to net cash used in financing activities of $102.8 million for the comparable period of 2024. The increase in net cash used was primarily driven by stock repurchases and the repayment of the 2025 Convertible Notes which matured on June 1, 2025, partially offset by the borrowings under the Revolving Credit Facility and the repayment of the 2028 Term Loan during 2024.

Previous wording

As of June 27, 2025, we held $1,110.6 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $392.0 million was held within the United States and $718.6 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, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility 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” in our 2024 10-K.

Current wording

As of September 26, 2025, we held $1,133.9 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $325.0 million was held within the United States and $808.9 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, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility 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” in our 2024 10-K.

Previous wording

During the quarter ended June 27, 2025, we borrowed from our Revolving Credit Facility to pay in full the $116.3 million in principal amount outstanding on our 2025 Convertible Notes which matured on June 1, 2025.

Current wording

During the second quarter of 2025, we borrowed from our Revolving Credit Facility to pay in full the $116.3 million in principal amount outstanding on our 2025 Convertible Notes which matured on June 1, 2025.

Previous wording

On February 5, 2025, our Board of Directors authorized a stock repurchase program, allowing us to purchase up to $250 million of our outstanding common stock through December 31, 2026. Stock repurchases made in connection with this program totaled approximately $81.6 million or 4.8 million shares and $100.4 million or 5.9 million shares during the three and six months ended June 27, 2025, respectively. Refer to Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q for more details. The cash outflows associated with the Company’s stock repurchases are classified in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.

Current wording

On February 5, 2025, our Board of Directors authorized a stock repurchase program, allowing us to purchase up to $250 million of our outstanding common stock through December 31, 2026. Stock repurchases made in connection with this program totaled approximately $41.5 million or 2.1 million shares and $141.9 million or 8.0 million shares during the three and nine months ended September 26, 2025, respectively. Refer to Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q for more details. The cash outflows associated with the Company’s stock repurchases are classified in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.