Avanos Medical
Annual Report 2020

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36440 Avanos Medical, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 46-4987888 (I.R.S. Employer Identification No.) 5405 Windward Parkway Suite 100 South Alpharetta, Georgia (Address of principal executive offices) 30004 (Zip code) Registrant’s telephone number, including area code: (844) 428-2667 Securities registered pursuant to Section 12(b) of the Act: Common Stock—$0.01 Par Value (Title of each class) AVNS (Trading Symbol) New York Stock Exchange (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Smaller reporting company ☒ ☐ ☐ Accelerated filer Emerging growth company ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of common stock held by non-affiliates or registrant on June 30, 2020 was $1,403,310,663. As of February 10, 2021, there were 47,965,374 shares of Avanos Medical, Inc. common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive Proxy Statement for the Avanos Annual Meeting of Stockholders to be held on April 29, 2021 is incorporated by reference into Part III. AVANOS MEDICAL, INC. TABLE OF CONTENTS Part I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Executive Officers of the Registrant Part II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Part III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules Signatures Page 1 6 13 13 13 14 14 15 16 18 27 28 58 58 60 60 60 60 61 61 62 64 Table of Contents PART I ITEM 1. BUSINESS Overview Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. Headquartered in Alpharetta, Georgia, Avanos is committed to addressing some of today’s most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market clinically superior solutions in more than 90 countries. Unless the context indicates otherwise, the terms “Avanos,” “Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. and its consolidated subsidiaries. We were originally incorporated in Delaware in 2014. The address of our principal executive offices is 5405 Windward Parkway, Suite 100 South, Alpharetta, Georgia 30004, and our telephone number is (844) 428-2667. We conduct our business in one operating and reportable segment that provides our medical device products to healthcare providers and patients with manufacturing facilities in the United States, Mexico, France and Tunisia. We provide a portfolio of innovative product offerings focused on chronic care and pain management to improve patient outcomes and reduce the cost of care. Chronic Care is a portfolio of products that includes (i) digestive health products and (ii) respiratory health products. The digestive health product category accounted for 41%, 38% and 37% of our consolidated net sales in the years ended December 31, 2020, 2019 and 2018, respectively. Digestive health products include our MIC-KEY enteral feeding tubes, CORPAK patient feeding solutions and NEOMED neonatal and pediatric feeding solutions. The respiratory health product category accounted for 25%, 21% and 22% of our consolidated net sales in the years ended December 31, 2020, 2019 and 2018, respectively. Respiratory health products include closed airway suction systems, oral care and other airway management devices under the BALLARD, MICROCUFF and ENDOCLEAR brands. Pain Management is a portfolio of products that includes (i) acute pain products and (ii) interventional pain solutions. The acute pain product category accounted for 22%, 27% and 26% of our consolidated net sales in the years ended December 31, 2020, 2019 and 2018, respectively. Acute pain includes ON-Q and AMBIT surgical pain pumps and GAME READY cold and compression therapy systems. Our interventional pain product category accounted for 12%, 14% and 15% of our consolidated net sales in the years ended December 31, 2020, 2019 and 2018, respectively. Interventional pain provides minimally invasive pain relieving therapies, such as our COOLIEF pain relief therapy. Effects of the COVID-19 Pandemic The COVID-19 global pandemic caused disruption in global supply and distribution channels and dramatically changed the way companies do business. From the beginning of this global health crisis, our first priority has been the safety and well being of our employees. We have taken steps to ensure the health and safety of our employees and customers and to comply with shelter-in-place or quarantine orders that have been in effect in various jurisdictions throughout the world. Nearly all of our global non-manufacturing workforce continue to work remotely and measures are in place to monitor and protect our manufacturing employees. The risks the pandemic may continue to have on our operations and cash flows are described in “Risk Factors” in Item 1A of this report. Business Acquisitions On May 2, 2016, we acquired all the issued and outstanding capital stock of Medsystems Holdings, Inc. (“Medsystems”), a Delaware corporation, for $175.0 million, net of cash acquired. Medsystems owned and conducted its primary business through CORPAK Medsystems (“Corpak”). On July 1, 2018, we acquired Cool Systems, Inc. for $65.7 million, net of cash acquired, which was based on a purchase price of $65.0 million plus certain adjustments as provided in the purchase agreement. Cool Systems Inc., is marketed as Game Ready. During 2019, we completed the acquisition of substantially all the assets of Endoclear, LLC and Summit Medical Products, Inc. In addition, we also completed the acquisition of NeoMed, Inc. (collectively, the “Acquisitions”). The aggregate purchase price for the Acquisitions was $57.5 million, net of cash acquired, plus future contingent payments of $7.2 million. See “Business Acquisitions” in Note 5 to the consolidated financial statements in Item 8 of this report. Divestiture On April 30, 2018, we closed the sale of our Surgical and Infection Prevention (“S&IP”) business (the “Divestiture”) pursuant to an Amended and Restated Purchase Agreement dated April 30, 2018 (“Purchase Agreement”) for $710.0 million plus certain adjustments as provided in the Purchase Agreement, and resulted in a gain of $89.9 million. Due to the Divestiture, the results 1 Table of Contents of operations from our S&IP business are reported as “Income from discontinued operations, net of tax” through April 30, 2018, as described in “Discontinued Operations” in Note 7 to the consolidated financial statements in Item 8 of this report. Sales and Marketing We direct our primary sales and marketing efforts toward hospitals, physicians and other healthcare providers to highlight the unique benefits and competitive differentiation of our branded products. We work directly with physicians, nurses, professional societies, hospital administrators and healthcare group purchasing organizations (“GPOs”) to collaborate and educate on emerging practices and clinical techniques. These marketing programs are delivered directly to healthcare providers. Additionally, we provide marketing programs to our strategic distribution partners throughout the world. Distribution While our products are generally marketed directly to hospitals and other healthcare providers, they are generally sold through third-party wholesale distributors, with some sales directly to healthcare facilities and other end-user customers. In 2020, approximately 55% of our net sales in North America were made through distributors. In the year ended December 31, 2020, sales to Medline Industries and McKesson Corporation each accounted for approximately 12% of consolidated net sales. In 2019, no single customer accounted for 10% or more of consolidated net sales, and in 2018, sales to Owens & Minor, Inc. accounted for approximately 10% of our consolidated net sales. Outside North America, sales are made either directly to end-user customers or through distributors, depending on the market served. In 2020, approximately 83% of our net sales outside North America were made through wholesalers or distributors. We utilize distribution centers in North America, Europe, Australia and Japan. No material portion of our business is subject to renegotiation of profits or termination of contracts at the election of the government. Group Purchasing Organizations We enter into agreements with GPOs which allows for the sale of our products to their members, whether sold directly by us or through independent wholesale distributors. Agreements with GPOs are generally renewed every three years. GPOs negotiate pricing and volume purchasing discounts for hospitals, physician practices and other health care providers and institutions. Under our agreements with GPOs, we pay a fee based on sales of our products to GPO members, which is recorded as a reduction of net sales. Approximately 30% of our 2020 global net sales, including sales to wholesale distributors, were contracted through GPOs. Competition While no single company competes with us across the breadth of our offerings, we face significant competition in U.S. and international markets. There are a variety of treatment means and alternative clinical practices to address surgical and interventional pain management and respiratory and digestive health. We face competition from these alternative treatments, as well as improvements and innovations in products and technologies by our competitors. Major competitors include, among others: • Digestive Health: Boston Scientific Corporation, Cook Medical and Applied Medical Technology, Inc. • • • Respiratory Health: Becton, Dickinson and Company, Stryker Corporation, Medline Industries, Inc. and Smiths Medical Acute Pain Management: B. Braun Medical Inc., Pacira Pharmaceuticals, Inc., Teleflex Incorporated, Medtronic plc, Ambu A/S, Baxter International, Inc., Pajunk Medical Systems and Leventon Interventional Pain Management: Boston Scientific Corporation, Abbott Laboratories, Medtronic plc and Stryker Corporation In developing and emerging markets, alternative clinical practices and different standards of care are our primary competition. While we believe that the number of procedures using our products will grow due, in part, to increasing global access to healthcare, we expect that our ability to compete with other providers of similar products will be impacted by rapid technological advances, pricing pressures and third-party reimbursement practices. We continue to defend our market positions and have launched seven new products in 2020. We believe that our key product characteristics, such as proven efficacy, reliability and safety, coupled with our core competencies such as our innovative ability to launch new products, efficient manufacturing processes, established distribution network, field sales organization and customer service, are important factors that distinguish us from our competitors. 2 Table of Contents Research and Development We continuously engage in research and development to commercialize new products and enhance the effectiveness, reliability and safety of our existing products. We incurred $34.9 million in 2020, $37.7 million in 2019 and $41.8 million in 2018 on research and development for new products and processes, and to improve existing products and processes. These amounts consisted primarily of salaries and related expenses for personnel, product trial costs, outside laboratory and license fees, the costs of laboratory equipment and facilities, and asset write-offs for equipment associated with unsuccessful product launches. We intend to continue our research and development efforts as a key strategy for growth. We collaborate with physicians to develop solutions that seek to accelerate the global adoption of our therapies and procedures. We are investing to expand the indications for use of our pain products with clinical research and studies and associated new product developments. We are expanding our portfolio with customer-preferred product enhancements, such as next generation cooled radiofrequency generators and a full line of needles, kits and accessories for continuous peripheral nerve block procedures. Intellectual Property Patents, trademarks and other proprietary rights are very important to our business. We also rely upon trade secrets, manufacturing know-how, continuing technological innovations and licensing opportunities to maintain and improve our competitive position. We review third-party proprietary rights, including patents and patent applications, as available, in an effort to develop an effective intellectual property strategy, avoid infringement of third-party proprietary rights, identify licensing opportunities and monitor the intellectual property owned by others. We hold numerous patents and have numerous patent applications pending in the United States and other countries that relate to the technology used in many of our products. We utilize patents in our acute pain management, interventional pain management, respiratory health and digestive health products. These patents generally expire between 2021 and 2038. None of the patents we license from third parties are material to our business. Under an agreement that we have with Owens & Minor, Inc., we may continue to distribute products bearing the “Halyard Health” or “Halyard” brands through February 2022 as we continue rebranding efforts to ensure our customers’ transition from the Halyard brand. We consider the patents and trademarks which we own and the trademarks under which we sell certain of our products, as a whole, to be material to our business. However, we do not consider our business to be materially dependent upon any individual patent or trademark. Raw Materials We use a wide variety of raw materials and other inputs in our production processes. We base our purchasing decisions on quality assurance, cost effectiveness and regulatory requirements, and we work closely with our suppliers to assure continuity of supply while maintaining high quality and reliability. We primarily purchase these materials from external suppliers, some of which are single-source suppliers. Regulatory Matters The development, manufacture, marketing, sale, promotion and distribution of our products are subject to comprehensive government regulation. Government regulation by various national, regional, federal, state and local agencies, both in the United States and other countries, addresses (among other matters) inspection of, and controls over, research and laboratory procedures, clinical investigations, product approvals and manufacturing, labeling, packaging, marketing and promotion, pricing and reimbursement, sampling, distribution, quality control, post-market surveillance, record keeping, storage and disposal practices. Our operations are also affected by trade regulations in many countries that limit the import of raw materials and finished products and by laws and regulations that seek to prevent corruption and bribery in the marketplace (including the U.S. Foreign Corrupt Practices Act and the United Kingdom Bribery Act, which provide guidance on corporate interactions with government officials) and require safeguards for the protection of personal data. In addition, we are subject to laws and regulations pertaining to healthcare fraud and abuse, including state and federal anti-kickback and false claims laws in the United States. Compliance with these laws and regulations is costly and materially affects our business. Among other effects, healthcare regulations substantially increase the time, difficulty and costs incurred in obtaining and maintaining approval to market newly developed and existing products. For example, in the United States, before we can market a new medical product, or market a new use for, claim for or significant modification to an existing product, we generally must first receive clearance under Section 510(k) of the Food, Drug and Cosmetic Act (“510(k) clearance”) from the United States Food and Drug Administration (“FDA”). In order for us to obtain 510(k) clearance, the FDA must determine that our proposed product is substantially 3 Table of Contents equivalent to a device legally on the market, known as a predicate device, with respect to intended use, technology, safety and effectiveness. Similarly, most major markets for medical devices outside the United States also require clearance, approval or compliance with certain standards before a product can be commercially marketed. For instance, the European Commission, or EC, has harmonized national regulations for the control of medical devices through European Medical Device Directives (“EU MDD”) with which manufacturers must comply. Under these regulations, manufacturing plants must have received certification of conformity from a notified body in order to be able to sell products within the member states of the European Union. Certification allows manufacturers to stamp the products of certified plants with a “CE” mark. Products covered by the EC regulations that do not bear the CE mark may not be sold or distributed in the European Union. However, the European Union has adopted the EU Medical Device Regulation (“EU MDR”), replacing the current EU MDD, effective May 26, 2021. The main goal of this regulation is to enhance product safety, quality and transparency for medical devices within the European Union. Consequently, the EU MDR brings significant new requirements for many medical devices, including enhanced requirements for clinical evidence and documentation, increased focus on device identification and traceability, and additional post-market surveillance and diligence. Compliance with the EU MDR will require re-certification of many of our products to the enhanced standards. Complying with the EU MDR may require us to incur significant expenditures. We expect compliance with these regulations to continue to require significant technical expertise and capital investment to ensure compliance. Failure to comply can delay the release of a new product or result in regulatory and enforcement actions, the seizure or recall of a product, the suspension or revocation of the authority necessary for a product’s production and sale, and other civil or criminal sanctions, including fines and penalties. In addition to regulatory initiatives, our business can be affected by ongoing studies of the utilization, safety, efficacy, and outcomes of healthcare products and their components that are regularly conducted by industry participants, government agencies, and others. These studies can call into question the utilization, safety, and efficacy of previously marketed products. In some cases, these studies have resulted, and may in the future result, in the discontinuance of, or limitations on, marketing of such products domestically or worldwide, and may give rise to claims for damages from persons who believe they have been injured as a result of their use. Access to healthcare products continues to be a subject of investigation and action by governmental agencies, legislative bodies, and private organizations in the United States and other countries. A major focus is cost containment. Efforts to reduce healthcare costs are also being made in the private sector, notably by healthcare payors and providers, which have instituted various cost reduction and containment measures. We expect insurers and providers to continue attempts to reduce the cost of healthcare products. Outside the United States, many countries control the price of healthcare products directly or indirectly, through reimbursement, payment, pricing, coverage limitations, or compulsory licensing. Budgetary pressures in the United States and in other countries may also heighten the scope and severity of pricing pressures on our products for the foreseeable future. We expect debate to continue during the next several years at all government levels worldwide over the marketing, availability, method of delivery, and payment for healthcare products and services. We believe that future legislation and regulation in the markets we serve could affect access to healthcare products and services, increase rebates, reduce prices or the rate of price increases for healthcare products and services, change healthcare delivery systems, create new fees and obligations, or require additional reporting and disclosure. It is not possible to predict the extent to which we or the healthcare industry in general might be affected by the matters discussed above. Since we market our products worldwide, certain products of a local nature and variations of product lines must also meet other local regulatory requirements. Certain additional risks are inherent in conducting business outside the United States, including price and currency exchange controls, changes in currency exchange rates, limitations on participation in local enterprises, expropriation, nationalization, and other governmental action. Demand for many of our existing and new medical devices is, and will continue to be, affected by the extent to which government healthcare programs and private health insurers reimburse our customers for patients’ medical expenses in the countries where we do business. Statutory and regulatory requirements for Medicaid, Medicare, and other government healthcare programs govern provider reimbursement levels. From time to time, legislative changes are made to government healthcare programs that impact our business, and the federal and/or state governments may continue to enact measures in the future aimed at containing or reducing reimbursement levels for medical expenses paid for in whole or in part with government funds. We cannot predict the nature of such measures or their impact on our business, results of operations, financial condition and cash flows. Any reduction in the amount of reimbursements received by our customers could harm our business by reducing their selection of our products and the prices they are willing to pay. 4 Table of Contents Environmental, Health and Safety Matters Our operations are subject to federal, state, provincial and local laws, regulations and ordinances relating to various environmental, health and safety matters. Our operations are in compliance with, or we are taking actions designed to ensure compliance with, these laws, regulations and ordinances. However, the nature of our operations exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws or standards, and there can be no assurance that material costs or liabilities will not be incurred in connection with those claims. We are not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters. While we have incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental, health and safety laws, regulations and ordinances, we believe that our future cost of compliance with environmental, health and safety laws, regulations and ordinances, and our exposure to liability for environmental, health and safety claims will not have a material adverse effect on our business, results of operations, financial condition or cash flows. However, future events, such as changes in existing laws and regulations, or contamination of sites owned, operated or used for waste disposal by us (including currently unknown contamination and contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material adverse effect on our financial condition, results of operations or liquidity. Employees and Human Capital Management Employees are our most-valued resource and are at the center of everything we do. Their talent, diversity and commitment are crucial to our innovation and success. Our work environment fosters personal, professional and corporate growth and nurtures innovation through product development and customer solutions. Our global teams work together in a spirit of cooperation to improve health and healthcare every day. Employee demographics presented in the table below represent the number of employees as of December 31, 2020: Global Salaried Employees United States Mexico Latin America Europe, Middle East and Africa Asia Pacific Total 2020 1,030 4,047 6 179 118 5,380 % of Total 19.2% 75.2% 0.1% 3.3% 2.2% Compensation We compensate employees competitively and fairly in markets throughout the world. Compensation for salaried employees is strongly tied to performance objectives. Salaried employees above a certain pay grade have a substantial portion of their total compensation subject to performance objectives. More about our executive officer compensation can be found in our 2021 proxy statement. Training and Educational Opportunities Because we are a medical device manufacturer, employees are regularly trained in key areas required by the FDA and other applicable regulatory authorities, including topics such as documentation, safety, complaint handling, anti-bribery and quality, among others. In addition to regulated training, employees are educated on the Avanos Code of Conduct, so that all employees align with our cultural and behavioral expectations. Employee Engagement We believe that employees who are engaged in their roles, treated as partners in the business and recognized for their efforts, are more satisfied and productive. Our goal is to ensure that each of our more than 5,300 employees understands how he/she contributes to the company’s innovation and growth. This is accomplished through an employee recognition program and ongoing, two-way communications, including videos and podcasts, that allow employees to engage with and hear directly from members of the executive team. 5 Table of Contents Diversity and Inclusion Our commitment to diversity and inclusion is aligned to help the company achieve success as we continue to grow our business and develop our workforce. Our employee profile below reflects the results on December 31, 2020. Employee Diversity Women - global director and above Ethnic minorities - U.S. director and above Women - global salaried employees Ethnic minorities - U.S. salaried employees (a) (a) 2020 29.8% 18.9% 41.9% 30.8% __________________________________________________ (a) Leaders in director-level position or higher. Available Information We make financial information, news releases and other information available on our corporate website at www.avanos.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our corporate website as soon as reasonably practicable after we file these reports and amendments with, or furnish them to, the SEC. The information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the SEC. Stockholders may also contact Stockholder Services, 5405 Windward Parkway, Suite 100 South, Alpharetta, Georgia 30004 or call (844) 428-2667 to obtain a hard copy of these reports without charge. ITEM 1A. RISK FACTORS Our business faces many risks and uncertainties. Any of the risks discussed below, as well as factors described in other places in this Annual Report on Form 10-K, or in our other filings with the SEC, could adversely affect our business, consolidated financial position, results of operations or cash flows. In addition, these items could cause our future results to differ from those in any of our forward-looking statements. These risks are not the only ones we face. Other risks that we do not presently know about or that we presently believe are not material could also adversely affect us. Risks Related to our Business and Industry The ongoing COVID-19 pandemic could adversely impact our business operations, financial position, results of operations and cash flows. The COVID-19 pandemic has caused significant volatility in the global financial markets, caused disruption in global supply and distribution channels, dramatically changed the way companies do business and may adversely impact our financial position, results of operations and cash flows. At present, we cannot quantify the impact the COVID-19 pandemic will have on our future results of operations. The ongoing impact of the pandemic depends on a number of factors including the severity and duration of the pandemic and the extent and the severity of the impact, including potential severe adverse financial impact, on our customers, which is uncertain and not predictable. Our future results of operations and cash flows may suffer material adverse effects from delays in payments on outstanding accounts receivable, potential manufacturing, distribution and supply chain disruptions and uncertain demand, and effects of any actions we may take to address financial and operational challenges our customers may face. Other risks and uncertainties include, but are not limited to: • • • • • • • postponement or cancellation of elective medical procedures and their uncertain return which adversely impacts our business; potential temporary or prolonged office, production facility or distribution center closures; the health of our employees and ability to meet staffing needs; potential new or continued governmental actions that may limit employees’ ability to work; civil unrest relating to government, corporate and societal responses to the pandemic, volatility in economic conditions and the financial markets, risks associated with vaccine distribution, and other unanticipated effects that remain unknown. If we experience any one of these risks or uncertainties, it may cause a material adverse impact to our financial position, results of operations and cash flows. 6 Table of Contents We face strong competition. Our failure to compete effectively could have a material adverse effect on our business. Our industry is highly competitive. We compete with many domestic and foreign companies ranging from small start-up enterprises that might sell only a single or limited number of competitive products or compete only in a specific market segment, to companies that are larger and more established than us, have a broad range of competitive products, participate in numerous markets and have access to significantly greater financial and marketing resources than we do. We are also subject to potential competition from new technologies or new market entrants. Competitive factors include price, alternative clinical practices, innovation, quality and reputation. Our failure to compete effectively could have a material adverse effect on our business, results of operations, financial condition and cash flows. We may not be successful in developing, acquiring or marketing competitive products and technologies. Our industry is characterized by extensive research and development and rapid technological advances. The future success of our business will depend, in part, on our ability to design, acquire and manufacture new competitive products and enhance existing products. Accordingly, we commit substantial time, funds and other resources to new product development, including research and development, acquisitions, licenses, clinical trials and physician education. We make these substantial expenditures without any assurance that our products will obtain regulatory clearance or reimbursement approval, acquire adequate intellectual property protection or receive market acceptance. Development by our competitors of improved products, technologies or enhancements may make our products, or those we develop, license or acquire in the future, obsolete or less competitive which could negatively impact our net sales. Our failure to successfully develop, acquire or market competitive new products or enhance existing products could have a material adverse effect on our business, results of operations, financial condition and cash flows. We cannot guarantee that any of our strategic acquisitions, investments or alliances will be successful. We intend to supplement our growth through strategic acquisitions of, investments in and alliances with new medical technologies. The success of any acquisition, investment or alliance may be affected by a number of factors, including our ability to identify and then properly assess and value the potential business opportunity or to successfully integrate any business we may acquire into our existing business. These types of transactions may require more resources and investments than originally anticipated, may divert management’s attention from our existing business, may result in exposure to unexpected liabilities of the acquired business, and may not result in the expected benefits, savings or synergies. There can be no assurance that we will be able to identify and successfully make strategic acquisitions of, investments in and alliances with new medical technologies or that any past or future acquisition, investment or alliance will be cost-effective, profitable or successful. We may be unable to attract and retain key employees necessary to be competitive. Our ability to compete effectively depends upon our ability to attract and retain executives and other key employees, including people in technical, marketing, sales, and research and development positions. Competition for experienced employees, particularly for persons with specialized skills, can be intense. Our ability to recruit such talent will depend on a number of factors, including compensation and benefits, work location and work environment. If we cannot effectively recruit and retain qualified executives and employees, our business could be materially adversely affected. Breaches of our information technology systems could have a material adverse effect on our business. We rely on information technology systems to process, transmit and store electronic information in our day-to-day operations. Our information technology systems may be subjected to computer viruses or other malicious codes, unauthorized access attempts and cyber- or phishing-attacks. We also store certain information with third parties that could be subject to these types of attacks. These attacks could result in our intellectual property and other confidential information, including personal health information, being lost or stolen, disruption of our operations, loss of reputation and other negative consequences, such as increased costs for security measures or remediation costs and diversion of management attention. While we will continue to implement additional protective measures to reduce the risk of and detect future cyber incidents, cyber-attacks are becoming more sophisticated and frequent, and the techniques used in such attacks change rapidly. There can be no assurances that our protective measures will prevent future attacks that could have a material adverse effect on our business. We may be unable to protect our intellectual property rights or may infringe the intellectual property rights of others. We rely on patents, trademarks, trade secrets and other intellectual property assets in the operation of our business. Our efforts to protect our intellectual property and proprietary rights may not be sufficient. We cannot be sure that pending patent applications will result in the issuance of patents or that patents issued or licensed to us will remain valid or prevent competitors from introducing similar competing technologies. Our ability to enforce and protect our intellectual property rights may be limited in certain countries outside of the United States in which we operate, which could make it easier for our competitors to develop or distribute similar competing technologies in those jurisdictions. In addition, our competitive position may be adversely affected by expirations of our significant patents, which would allow competitors to freely use our technology to compete with us. 7 Table of Contents We operate in an industry characterized by extensive patent litigation and competitors may claim that our products infringe their intellectual property rights. Resolution of patent litigation or other intellectual property claims is inherently unpredictable, typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require us to make significant royalty payments in order to continue selling the affected products. Any one of these could have a material adverse effect on our business, results of operations, financial condition and cash flows. At any given time we are involved as either a plaintiff or a defendant in a number of patent infringement actions, the outcomes of which may not be known for prolonged periods of time. We can expect to face additional claims of patent infringement in the future. Our customers depend on third-party coverage and reimbursements. The failure of healthcare programs to provide coverage and reimbursement, or reductions in levels of reimbursement, could have a material adverse effect on our business. The ability of our customers to obtain coverage and reimbursements for products they purchase from us is important to our business. Demand for many of our existing and new medical products is, and will continue to be, affected by the extent to which government healthcare programs and private health insurers reimburse our customers for patients’ medical expenses in the countries where we do business. Any reduction in the amount of reimbursements received by our customers could harm our business by reducing their selection of our products and the prices they are willing to pay. In addition, as a result of their purchasing power, third-party payors are implementing cost-cutting measures such as seeking discounts, price reductions or other incentives from medical products suppliers and imposing limitations on coverage and reimbursements for medical technologies and procedures. These trends could compel us to reduce prices for our existing products and potential new products and could cause a decrease in the size of the market or a potential increase in competition that could have a material adverse effect on our business, results of operations, financial condition and cash flows. An inability to obtain key components, raw materials or manufactured products from third parties may have a material adverse effect on our business. We depend on the availability of various components, raw materials and manufactured products supplied by others for our operations. If the capabilities of our suppliers and third-party manufacturers are limited or stopped, due to quality, regulatory or other reasons, including natural disasters, pandemics (or other health emergencies such as the recent “Coronavirus” outbreak), political instability, government actions, prolonged power or equipment failures or labor dispute, it could negatively impact our ability to manufacture or deliver our products and could expose us to regulatory actions. Further, for quality assurance or cost effectiveness, we purchase from sole suppliers certain components and raw materials. Although there are other sources in the market place for these items, we may not be able to quickly establish additional or replacement sources for certain components or materials due to regulations and requirements of the FDA and other regulatory authorities regarding the manufacture of our products. The loss of any sole supplier or any sustained supply interruption that affects our ability to manufacture or deliver our products in a timely or cost effective manner could have a material adverse effect on our business, results of operations, financial condition and cash flows. An interruption in our ability to manufacture products may have a material adverse effect on our business. Many of our key products are manufactured at single locations, with limited alternate facilities. If one or more of these facilities experience damage, or if these manufacturing capabilities are otherwise limited or stopped due to quality, regulatory or other reasons, including natural disasters, pandemics (or other health emergencies such as the recent “Coronavirus” outbreak), political instability, government actions, prolonged power or equipment failures or labor dispute, it may not be possible to timely manufacture the relevant products at previous levels or at all. A reduction or interruption in any of these manufacturing processes could have a material adverse effect on our business, results of operations, financial condition and cash flows. An interruption in distribution or transportation may have a material adverse effect on our business. We rely on various transportation channels for global distribution of our products through shipping ports located throughout the world. Labor unrest, political instability, the outbreak of pandemics (or other health emergencies such as the recent “Coronavirus” outbreak), trade restrictions, transport capacity and costs, port security, weather conditions, natural disasters or other events could slow port activities and could adversely affect our business by interrupting product shipments and may increase our transportation costs if we are forced to use more expensive shipping alternatives. The adoption and interpretation of tax laws may have a material adverse effect on our business. The laws and rules and related interpretations dealing with income taxation are frequently reviewed and amended by governmental bodies, officials and regulatory agencies in the United States and other jurisdictions in which we do business. The governmental bodies may include the U.S. Internal Revenue Service, the U.S. Treasury Department, the U.S. Congress, taxing authorities in countries outside the U.S., and various state, provincial, local or municipal regulatory agencies. Our provision for income taxes and results of operations may be adversely affected by changes to our operating structure, changes in the mix of income and expenses in countries with differing tax rates, changes in the valuation of deferred tax assets and liabilities or 8 Table of Contents changes in tax laws, regulations or administrative interpretations thereof. For example, the U.S. federal government could make changes to existing U.S. tax laws, including the Tax Cuts and Jobs Act or the CARES Act, which could include an increase in the corporate tax rate and the tax rate on foreign earnings. It cannot be predicted whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgated, issued or amended that could result in a material adverse effect on our financial position, results of operations or cash flows. We face significant uncertainty in the healthcare industry due to government healthcare reform in the United States and elsewhere. The U.S. Congress, regulatory agencies and certain state legislatures, as well as international legislators and regulators, periodically review and assess alternative healthcare delivery systems and payment methods with an objective of ultimately reducing healthcare costs and expanding access. We cannot predict with certainty what healthcare initiatives, if any, will be implemented by states or foreign governments or what ultimate effect healthcare reform or any future legislation or regulation may have on our customers’ purchasing decisions regarding our products. However, the implementation of new legislation and regulation may lower reimbursements for our products, reduce medical procedure volumes and adversely affect our business, results of operations, financial condition and cash flows. We are subject to extensive government regulation, which may require us to incur significant expenses to ensure compliance. Many of our products are subject to extensive regulation in the United States by the FDA and other regulatory authorities and by comparable government agencies in other countries concerning the development, design, approval, manufacture, labeling, importing and exporting and sale and marketing of many of our products. Furthermore, our facilities are subject to periodic inspection by the FDA and other federal, state and foreign government authorities, which require manufacturers of medical devices to adhere to certain regulations, including the FDA’s Quality System Regulation, which requires periodic audits, design controls, quality control testing and documentation procedures, as well as complaint evaluations and investigation. Regulations regarding the development, manufacture and sale of medical products are evolving and subject to future change. We cannot predict what impact those regulatory changes may have on our business. Failure to comply with applicable regulations could lead to manufacturing shutdowns, product shortages, delays in product manufacturing, product seizures, recalls, operating restrictions, withdrawal or suspension of required licenses, and prohibitions against exporting of products to, or importing products from, countries outside the United States and may require significant resources to resolve. Any one or more of these events could have a material adverse effect on our business, results of operations, financial condition and cash flows. We are subject to healthcare fraud and abuse laws and regulations that could result in significant liability, require us to change our business practices or restrict our operations in the future. We are subject to various U.S. federal, state and local laws targeting fraud and abuse in the healthcare industry, including the Food Drug and Cosmetic Act, anti-kickback and false claims laws. Violations of these laws are punishable by criminal or civil sanctions, including substantial fines, imprisonment and exclusion from participation in healthcare programs such as Medicare and Medicaid. These laws and regulations are wide ranging and subject to changing interpretation and application, which could restrict our sales or marketing practices. Furthermore, since many of our customers rely on reimbursement from Medicare, Medicaid and other governmental programs to cover a substantial portion of their expenditures, our exclusion from such programs as a result of a violation of these laws could have a material adverse effect on our business, results of operations, financial condition and cash flows. We must obtain clearance or approval from the appropriate regulatory authorities prior to introducing a new product or a modification to an existing product. The regulatory clearance process may result in substantial costs, delays and limitations on the types and uses of products we can bring to market, any of which could have a material adverse effect on our business. In the United States, before we can market a new product, or a new use of, or claim for, or significant modification to, an existing product, we generally must first receive clearance or approval from the FDA and certain other regulatory authorities. Most major markets for medical devices outside the United States also require clearance, approval or compliance with certain standards before a product can be commercially marketed. The process of obtaining regulatory clearances and approvals to market a medical device can be costly and time consuming, involve rigorous pre-clinical and clinical testing, require changes in products or result in limitations on the indicated uses of products. There can be no assurance that these clearances and approvals will be granted on a timely basis, or at all. In addition, once a medical device has been cleared or approved, a new clearance or approval may be required before the medical device may be modified, its labeling changed or marketed for a different use. Medical devices are cleared or approved for one or more specific intended uses and promoting a device for an off-label use could result in government enforcement action. Furthermore, a product approval or clearance can be withdrawn or limited due to unforeseen problems with the medical device or issues relating to its application. The regulatory clearance and approval process may result in, among other things, delayed, if at all, realization of product net sales, substantial additional costs and 9 Table of Contents limitations on the types of products we may bring to market or their indicated uses, any one of which could have a material adverse effect on our business, results of operations, financial condition and cash flows. We may incur product liability losses, litigation liability, product recalls, safety alerts or regulatory action associated with our products which can be costly and disruptive to our business. The risk of product liability claims is inherent in the design, manufacture and marketing of medical products of the type we produce and sell. A number of factors could result in an unsafe condition or injury to, or death of, a patient with respect to the products that we manufacture or sell, including physician technique and experience in performing the relevant surgical procedure, component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks or information. In addition to product liability claims and litigation, an unsafe condition or injury to, or death of, a patient associated with our products could lead to a recall of, or issuance of a safety alert relating to, our products, or suspension or delay of regulatory product approvals or clearances, product seizures or detentions, governmental investigations, civil or criminal sanctions or injunctions to halt manufacturing and distribution of our products. Any one of these could result in significant costs and negative publicity resulting in reduced market acceptance and demand for our products and harm our reputation. In addition, a recall or injunction affecting our products could temporarily shut down production lines or place products on a shipping hold. All of the foregoing types of legal proceedings and regulatory actions are inherently unpredictable and, regardless of the outcome, could disrupt our business, result in substantial costs or the diversion of management attention and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Economic conditions have affected and may continue to adversely affect our business, results of operations, financial condition and cash flows. Disruptions in the financial markets and other macro-economic challenges affecting the economy and the economic outlook of the United States, Europe, Japan, China and other parts of the world may have an adverse impact on our results of operations, financial condition and cash flows. Economic conditions and depressed levels of consumer and commercial spending have caused and may continue to cause our customers to reduce, modify, delay or cancel plans to purchase our products, and we have observed certain hospitals delaying and prioritizing purchasing decisions, which has had and may continue to have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, as a result of economic conditions, our customers inside and outside the United States, including foreign governmental entities or other entities that rely on government healthcare systems or government funding, may be unable to pay their obligations on a timely basis or to make payment in full. If our customers’ cash flow or operating and financial performance deteriorate or fail to improve, or if our customers are unable to make scheduled payments or obtain credit, they may not be able to pay, or may delay payment of accounts receivable owed to us. These conditions also may have an adverse effect on certain of our suppliers who may reduce output or change terms of sales, which could cause a disruption in our ability to produce our products. Any inability of current and/or potential customers to pay us for our products or any demands by our suppliers for different payment terms may have a material adverse effect on our business, results of operations, financial condition and cash flows. Currency exchange rate fluctuations could have a material adverse effect on our business and results of operations. Due to our international operations, we transact business in many foreign currencies and are subject to the effects of changes in foreign currency exchange rates, including the Mexican peso, Japanese yen, Australian dollar and the Euro. Our financial statements are reported in U.S. dollars with international transactions being translated into U.S. dollars. If the U.S. dollar strengthens in relation to the currencies of other countries where we sell our products, our U.S. dollar reported net sales and income will decrease. Additionally, we incur significant costs in foreign currencies and a fluctuation in those currencies’ value can negatively impact manufacturing and selling costs. While we have in the past engaged, and may in the future engage, in various hedging transactions in attempts to minimize the effects of foreign currency exchange rate fluctuations, there can be no assurance that these hedging transactions will be effective. Changes in the relative values of currencies occur regularly and could have an adverse effect on our business, results of operations, financial condition and cash flows. We are exposed to price fluctuations of key commodities, which may negatively impact our results of operations. We rely on product inputs in the manufacture of our products. Prices of oil and gas affect our distribution and transportation costs. Prices of these commodities are volatile and have fluctuated significantly in recent years, which has contributed to, and in the future may continue to contribute to, fluctuations in our results of operations. Our ability to hedge commodity price volatility is limited. Furthermore, due to competitive dynamics, the cost containment efforts of our customers and third-party payors, and contractual limitations, particularly with respect to products we sell under group purchasing agreements, which generally set pricing for a three-year term, we may be unable to pass along commodity-driven cost increases through higher prices. If we cannot fully offset cost increases through other cost reductions, or recover these costs through price increases or 10 Table of Contents surcharges, we could experience lower margins and profitability which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Cost-containment efforts of our customers, healthcare purchasing groups, third-party payors and governmental organizations could adversely affect our sales and profitability. Many of our customers are members of GPOs, or integrated delivery networks (“IDNs”). GPOs and IDNs negotiate pricing arrangements with healthcare product manufacturers and distributors and offer the negotiated prices to affiliated hospitals and other members. Although we are the sole contracted supplier to certain GPOs for certain product categories, members of the GPO are generally free to purchase from other suppliers, and such contract positions can offer no assurance that sales volumes of those products will be maintained. In addition, initiatives sponsored by government agencies and other third-party payors to limit healthcare costs, including price regulation and competitive bidding for the sale of our products, are ongoing in markets where we sell our products. Pricing pressure has also increased in our markets due to consolidation among healthcare providers, trends toward managed care, governments becoming payors of healthcare expenses and regulation relating to reimbursements. The increasing leverage of organized buying groups and consolidated customers and pricing pressure from third-party payors may reduce market prices for our products, thereby reducing our profitability and have a material adverse effect on our business, results of operations, financial condition and cash flows. We are subject to political, economic and regulatory risks associated with doing business outside of the United States. Most of our manufacturing facilities are outside the United States in Mexico, France and Tunisia. We also may use contract manufacturers outside the United States from time to time and may source many of our raw materials and components from foreign suppliers. We distribute and sell our products in over 90 countries. In 2020, approximately 25% of our net sales were generated outside of North America and we expect this percentage will grow over time. Our operations outside of the United States are subject to risks that are inherent in conducting business internationally, including compliance with both United States and foreign laws and regulations that apply to our international operations. These laws and regulations include robust data privacy requirements, labor relations laws that may impede employer flexibility, tax laws, anti-competition regulations, import, customs and trade restrictions, export requirements, economic sanction laws, environmental, health and safety laws, anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions. Given the high level of complexity of these laws, there is a risk that some provisions may be violated inadvertently or through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. In addition, these laws are subject to changes, which may require additional resources or make it more difficult for us to comply with these laws. Violations of the laws and regulations governing our international operations could result in fines or criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to manufacture or distribute our products in one or more countries and could have a material adverse effect on our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business, results of operations, financial condition and cash flows. Our success depends, in part, on our ability to anticipate and prevent or mitigate these risks and manage difficulties as they arise. We may be subject to trade protection measures that are being contemplated by the United States Government and other governments around the world, as well as potential disruptions in trade agreements such as the exit of the United Kingdom from the European Union. These measures and disruptions may result in new or higher tariffs, import-export restrictions and taxes. Changes in, or revised interpretations of import-export laws or international trade agreements, along with new or increased tariffs, trade restrictions or taxation on income earned or goods manufactured outside the United States may have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition to the foregoing, engaging in international business inherently involves a number of other difficulties and risks, including: • • • • different local medical practices, product preferences and product requirements, price and currency controls and exchange rate fluctuations, cost and availability of international shipping channels, longer payment cycles in certain countries other than the United States, • minimal or diminished protection of intellectual property in certain countries, • • • uncertainties regarding judicial systems, including difficulties in enforcing agreements through certain non-U.S. legal systems, political instability and actual or anticipated military or political conflicts, expropriation of assets, economic instability and the impact on interest rates, inflation and the credit worthiness of our customers, and difficulties and costs of staffing and managing non-U.S. operations. 11 Table of Contents These risks and difficulties, individually or in the aggregate, could have a material adverse effect on our business, results of operations, financial condition and cash flows. We may need additional financing in the future to meet our capital needs or to make acquisitions and such financing may not be available on favorable terms, if at all. We intend to continue our research and development activities and make acquisitions. Accordingly, we may need to seek additional debt or equity financing. We may be unable to obtain any desired additional financing on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to fund our expansion, successfully develop or enhance products or respond to competitive pressures, any of which could negatively affect our business. Risks Related to Ownership of Avanos Common Stock We cannot guarantee that our stock price will not decline or fluctuate significantly. The price at which Avanos common stock trades has and may continue to fluctuate significantly. The market price, or fluctuations in price, for Avanos common stock may be negatively influenced by many factors, including: • • • • • • • • • • • • actual or unanticipated fluctuations in our quarterly and annual operating results, our failure to achieve the quarterly financial results expected by the securities analysts who cover our stock, the outcome of litigation and enforcement actions, developments generally affecting the healthcare industry, changes in market valuations of comparable companies, the amount of our indebtedness, general economic, industry and market conditions, the depth and liquidity of the market for Avanos common stock, price fluctuations in key commodities, fluctuations in interest and currency exchange rates, our dividend policy, and perceptions of or speculations by the press or investment community. These and other factors may lower the market price of Avanos common stock, regardless of our actual financial condition or operating performance. We have no present intention to pay dividends on Avanos common stock. We have no present intention to pay dividends on Avanos common stock. Any determination to pay dividends to holders of Avanos common stock will be at the discretion of our Board of Directors and will depend on many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt agreements and other factors that our Board of Directors deems relevant. The percentage of ownership of existing stockholders in Avanos may be diluted in the future. In the future, a stockholder’s percentage ownership in Avanos may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that we may grant to our directors, officers and employees. In addition, our compensation committee has, and we anticipate that they will continue in the future to, grant stock options or other equity based awards to our employees. These awards will have a dilutive effect on existing stockholders and on our earnings per share, which could adversely affect the market price of shares of Avanos common stock. In addition, our certificate of incorporation authorizes us to issue, without the approval of Avanos stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over Avanos common stock with respect to dividends and distributions, as our Board of Directors generally may determine. If our Board of Directors were to approve the issuance of preferred stock in the future, the terms of one or more classes or series of such preferred stock could dilute the voting power or reduce the value of Avanos common stock. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to Avanos preferred stock could affect the residual value of Avanos common stock. 12 Table of Contents Certain provisions of our certificate of incorporation may make it difficult for stockholders to initiate litigation against us in a favorable forum for disputes with us or our directors or officers. Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware (or if that court does not have jurisdiction, the U.S. District Court for the District of Delaware) as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers. Certain provisions of our certificate of incorporation and by-laws and of Delaware law may make it difficult for stockholders to change the composition of our Board of Directors and may discourage hostile takeover attempts which some of our stockholders may consider to be beneficial. Certain provisions contained in our certificate of incorporation and by-laws and those contained in Delaware law may have the effect of delaying or preventing changes in control if our Board of Directors determines that such changes in control are not in the best interests of us and our stockholders. These provisions include, among other things, the following: • • • • • • • • the division of our Board of Directors into three classes, each with three-year staggered terms, although shareholders voted in 2020 to declassify our Board, and it will be fully declassified in 2023, the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval, the inability of our stockholders to call a special meeting of stockholders, stockholder action may be taken only at a special or regular meeting of stockholders, advance notice procedures for nominating candidates to our Board of Directors or presenting matters at stockholder meetings, stockholder removal of directors only for cause and only by a supermajority vote, the ability of our Board of Directors, and not our stockholders, to fill vacancies on our Board of Directors, and supermajority voting requirements to amend our by-laws and certain provisions of our certificate of incorporation and to engage in certain types of business combinations. While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our Board of Directors, they could enable the Board of Directors to hinder or frustrate a transaction that some, or a majority, of the stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors. We are also subject to Delaware laws that could have similar effects. One of these laws prohibits us from engaging in a business combination with a significant stockholder unless specific conditions are met. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES We own or lease operating facilities located throughout the world that handle manufacturing production, assembly, research, quality assurance testing, distribution and packaging of our products. We believe our facilities are suitable and adequate for our present operations. We lease our principal executive offices that are located in Alpharetta, Georgia. The locations of our principal medical device production facilities owned or leased by us around the world are as follows: Location Nogales Nogales Tucson, Arizona Magdalena Tijuana Marseille Sousse Country Mexico Mexico USA Mexico Mexico France Tunisia Owned/Leased Owned Leased Leased Leased Leased Leased Leased ITEM 3. LEGAL PROCEEDINGS See “Commitments and Contingencies” in Note 14 to the consolidated financial statements in Item 8 of this report for a description of current legal matters. 13 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. EXECUTIVE OFFICERS OF THE REGISTRANT The names and ages of our executive officers as of February 19, 2021, together with certain biographical information, are as follows: Name Joseph F. Woody Michael C. Greiner David E. Ball Arjun R. Sarker William D. Haydon Position Chief Executive Officer Senior Vice President and Chief Financial Officer Senior Vice President - Global Supply Chain & Procurement Senior Vice President - International Senior Vice President and General Manager, Pain Management Joseph F. Woody, age 55, was appointed as Chief Executive Officer on June 26, 2017. Mr. Woody has more than 20 years of experience in the healthcare sector. Prior to joining the Company, Mr. Woody served as Director, President and Chief Executive Officer of Acelity Holdings, Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, from August 2015 until April 2017. Prior to that, Mr. Woody served as President and Chief Executive Officer for the combined organization of Kinetic Concepts, Inc. (“KCI”), LifeCell Corporation (“LifeCell”), and Systagenix Wound Management B.V., which became Acelity, from September 2013 until August 2015. Prior to that, Mr. Woody served in leadership roles at KCI and LifeCell from November 2011 until September 2013, having been promoted to President and Chief Executive Officer of KCI in January 2012 and interim Chief Executive Officer of LifeCell in April 2013. Previously, Mr. Woody served as global president of Vascular Therapies for Covidien plc, and global president for Smith & Nephew Advanced Wound Management, and he held other leadership positions at Alliance Imaging, Inc., Acuson and GE Medical Systems. Michael C. Greiner, age 48, was appointed as Senior Vice President and Chief Financial Officer on January 1, 2020. Mr. Greiner brings to Avanos more than 20 years of experience in corporate finance, accounting, treasury, and M&A strategy development and execution. He most recently served as Executive Vice President and CFO for AngioDynamics, Inc., a publicly listed medical device company (NASDAQ: ANGO), where he played an integral role in transforming and optimizing its product portfolio through both internal development and M&A. Prior to that, Mr. Greiner was the CFO at Extreme Reach, Inc., a cloud-based enterprise platform for brand advertising, responsible for all finance and human resource operations. Earlier in his career, Mr. Greiner held several senior executive roles, including Senior Vice President corporate finance and Chief Accounting Officer at Cimpress N.V. (formerly known as Vistaprint N.V.), global controller for GE’s Water and Processing Technologies division, as well as leadership roles at Bausch & Lomb and Wyeth. David E. Ball, age 62, was appointed as Senior Vice President, Global Supply Chain & Procurement on December 17, 2018. His significant operations and R&D leadership experience includes more than 30 years in a variety of manufacturing, service, engineering, and quality positions within GE Healthcare, GE Transportation Systems, Hill-Rom, as well as Harris Corp.’s Communications and Aerospace Systems divisions. Prior to joining Avanos, Dave served as Senior Vice President of Operations for Acelity, where he led the company’s global manufacturing operations and oversaw its inventory, supply chain, procurement and facilities functions. In that role, he was instrumental in optimizing Acelity’s cost structure and sustaining the savings throughout the company’s expansion. Arjun R. Sarker, age 55, was appointed as Senior Vice President - International as of April 2, 2018. Mr. Sarker joined the Company in January 2017 as Vice President and General Manager of the Company’s Asia-Pacific business. Prior to joining the Company, from 2007 to 2017, he held various leadership roles in general management and finance at Medtronic/Covidien. Prior to that, he worked at Honeywell in its specialty materials portfolio, at a British distribution group and at a public accounting firm. He is a former member of the advisory board of CFO Asia magazine, a regular panelist at Economist CFO roundtables and was co-chairman of the Medical Devices committee in AMCHAM India. William D. Haydon, age 54, was appointed as Senior Vice President and General Manager, Pain Management on August 31, 2020. Mr. Haydon brings to Avanos over 25 years of experience in finance, global marketing, and strategic business development. He most recently served as Senior Vice President and General Manager for Cantel, a publicly listed medical device company, where he played an integral role in restructuring of the sales organization, and in global strategic planning. Prior to that, Mr. Haydon held leadership positions in several medical device and medical technology companies including Bayer Healthcare, AGA Medical Corporation, ev3, Inc., and Boston Scientific Corporation. 14 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Avanos common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “AVNS”. We did not pay any dividends on our common stock in the years ended December 31, 2020 and 2019 and we do not expect to pay any cash dividends on our common stock in the foreseeable future. As of February 10, 2021, we had 11,600 holders of record of our common stock. For information relating to securities authorized for issuance under equity compensation plans, see Part III, Item 12 of this Form 10-K. Performance The following graph compares the cumulative total return of our common stock from December 31, 2015 through December 31, 2020 with the cumulative return of companies comprising the Standard and Poor’s S&P MidCap 400 Index and the S&P 500 Health Care Equipment and Services Index. The graph plots the change in value of an initial investment of $100 in each of our common stock, the S&P MidCap 400 Index and the S&P 500 Health Care Equipment and Services Index over the indicated time periods and assumes reinvestment of all dividends, if any, paid on the securities. We have not paid any cash dividends, and therefore, the cumulative total return calculation for us is based solely upon stock price appreciation and not upon reinvestment of cash dividends. The stock price performance shown on the graph is not necessarily indicative of future price performance. The preceding chart is based on the following data: 15 Table of Contents December 31, 2015 December 31, 2016 December 31, 2017 December 31, 2018 December 31, 2019 December 31, 2020 AVNS S&P MidCap 400 S&P 500 Health Care Equipment and Services $ $ 100.00 110.69 138.22 134.06 100.87 137.32 $ 100.00 126.54 153.85 143.63 190.12 227.39 100.00 107.39 144.32 163.57 210.68 251.86 Item 6. SELECTED FINANCIAL DATA The Selected Financial Data as of December 31, 2020 and 2019 and for each of the years ended December 31, 2020, 2019 and 2018 are derived from our audited consolidated financial statements which are included in Item 8 of this report. Selected Financial Data as of December 31, 2018 are derived from our consolidated financial information but is not included in Item 8 of this report. The following Selected Financial Data is not necessarily indicative of future performance and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” of this report (in millions, except per share data): Income Statement Data Net Sales Operating (Loss) Income Loss from Continuing Operations Income from Discontinued Operations, net of tax Net (Loss) Income (a)(b)(c) Basic (Loss) Earnings Per Share: Continuing Operations Discontinued Operations Basic (Loss) Earnings Per Share Diluted (Loss) Earnings Per Share: Continuing Operations Discontinued Operations Diluted (Loss) Earnings Per Share 2020 Year Ended December 31, 2019 2018 $ $ $ $ $ $ 714.8 $ (46.1) (27.2) — (27.2) $ (0.57) $ — (0.57) $ (0.57) $ — (0.57) $ 697.6 $ (55.7) (45.9) — (45.9) $ (0.96) $ — (0.96) $ (0.96) $ — (0.96) $ 652.3 0.5 (8.5) 66.0 57.5 (0.18) 1.40 1.22 (0.18) 1.40 1.22 __________________________________________________ (a) Net loss in the year ended December 31, 2020 includes $7.9 million of incremental costs incurred due to the COVID-19 pandemic, $27.6 million of costs associated with restructuring activities that were initiated in the fourth quarter of 2020, $2.2 million of post-divestiture restructuring charges, $14.9 million of post-divestiture transition costs, $12.5 million of acquisition and integration-related charges, and $27.5 million of legal costs, which includes incremental costs associated with a $25.0 million payment to amicably resolve our dispute with Kimberly- Clark as described in “Commitments and Contingencies” in Note 14 to the consolidated financial statements in Item 8 of this report. (b) Net loss in 2019 includes $56.3 million of post divestiture transition charges, $20.2 million of post divestiture restructuring and IT charges , $13.1 million related to acquisition and integration activities, and $22.5 million of legal expenses for certain litigation matters. (c) Net income in 2018 includes $15.7 million of post divestiture restructuring and IT charges, $9.2 million of post divestiture transition expenses, $1.3 million of charges related to the acquisition and integration activities and $15.6 million of legal expenses for certain litigation matters. 16 Table of Contents Balance Sheet Data Cash and cash equivalents Property, Plant and Equipment, net Total Assets Debt Stockholders’ Equity 2020 As of December 31, 2019 2018 $ $ 111.5 $ 175.3 1,672.8 180.0 1,256.5 $ 205.3 $ 184.5 1,799.6 248.1 1,265.2 $ 384.5 154.1 1,833.4 247.7 1,297.2 17 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction Avanos is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. We are committed to addressing some of today’s most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market clinically superior solutions in more than 90 countries. This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide investors with an understanding of our recent performance, financial condition and prospects and should be read in conjunction with the consolidated financial statements contained in Item 8, “Financial Statements and Supplementary Data” in this annual report on Form 10-K. The following will be discussed and analyzed: • • • • • • • • Effects of the COVID-19 Pandemic The CARES Act Restructuring Activities Results of Operations and Related Information Liquidity and Capital Resources Critical Accounting Policies and Use of Estimates Legal Matters Information Concerning Forward-Looking Statements Effects of the COVID-19 Pandemic The COVID-19 global pandemic caused disruption in global supply and distribution channels and dramatically changed the way companies do business. From the beginning of this global health crisis, our first priority has been the safety and well being of our employees. We continue to monitor the developments associated with the COVID-19 pandemic and its effects on our employees, customers, supply chain and distribution channels. The ongoing impact of the pandemic depends on a number of factors including the severity and duration of the pandemic and the extent and severity of the impact on our customers, which is uncertain and unpredictable. Our future results of operations and cash flows may suffer adverse effects from delays in payments on outstanding accounts receivable, potential manufacturing, distribution and supply chain disruptions and uncertain demand, and effects of any actions we may take to address financial and operational challenges our customers may face. Other risks and uncertainties that we face include, but are not limited to: • • • • • • • postponement or cancellation of elective medical procedures and their uncertain return which adversely impacts our business; potential temporary or prolonged office, production facility or distribution center closures; the health of our employees and ability to meet staffing needs; potential new or continued governmental actions that may limit employees’ ability to work; civil unrest relating to government, corporate and societal responses to the pandemic; volatility in economic conditions and the financial markets, and other unanticipated effects that remain unknown. We are actively managing our response to the COVID-19 pandemic in collaboration with our customers, government agencies, vendors, suppliers and business partners and assessing the potential effects to our financial position, results of operations and cash flows. For further information regarding the potential impact of the COVID-19 pandemic on our company, see “Risk Factors” in Item 1A of this report. We have incurred $7.9 million of incremental COVID-19 related expenses for the year ended December 31, 2020. We may continue to incur additional expense through 2021 and perhaps beyond. Some of these additional expenses may be considered unusual and excluded from our calculation of “Adjusted Operating Profit” as described later in “Results of Operations and Related Information.” 18 Table of Contents The CARES Act The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020. The CARES Act allows for the carryback of U.S. net operating losses, which were expected to be used in future years, to prior years resulting in a $25.1 million benefit that was recognized in the year ended December 31, 2020. Consequently, we recorded incremental income tax receivables of approximately $49.0 million as of December 31, 2020. Restructuring Activities Our restructuring expenses for the years ended December 31, 2020, 2019 and 2018 are summarized in the table below: Post-Divestiture Restructuring Plan Organizational Alignment and IT Transformation Cost Transformation Total Post-Divestiture Restructuring Plan Integration and Restructuring of Business Acquisitions 2020 Restructuring Total Restructuring Costs Post-Divestiture Restructuring Plan 2020 Year Ended December 31, 2019 2018 $ $ (0.6) $ 2.8 2.2 0.5 27.6 30.3 $ 17.8 $ 2.3 20.1 9.1 — 29.2 $ 15.7 — 15.7 — — 15.7 In conjunction with the Divestiture, we began a multi-phase restructuring plan (the “Plan”) intended to align our organizational structure (“Organizational Alignment”), information technology platform (“IT Transformation”) and supply chain and distribution channels (“Cost Transformation”) to be more appropriate for the size and scale of our remaining Medical Devices business. Organizational Alignment and IT Transformation are substantially complete. However, in the year-ended December 31, 2020, employee severance and retention that was previously accrued for Organizational Alignment was partially reversed due to employee attrition. The Cost Transformation phase was initiated in June 2019, and is intended to optimize the Company’s procurement, manufacturing, and supply chain operations. We expect to incur between $11.0 million and $13.0 million to execute the Cost Transformation phase, primarily consulting and other expenses that will be expensed as incurred. The Company also expects to spend up to $7.0 million of incremental capital through 2021 in support of the Cost Transformation. The Company expects to complete the Cost Transformation by the end of 2021. Plan-to-date, we have incurred $5.1 million of costs that were expensed as incurred and $2.0 million of costs that were capitalized. Integration of Business Acquisitions During the third quarter of 2019, we initiated activities to integrate the asset and business acquisitions completed in 2019 and 2018 into our operations, and where appropriate, re-align our organization accordingly. This includes Cool Systems, Inc. (“Game Ready”), which was acquired in 2018 along with the 2019 acquisitions that are described in Note 5, “Business Acquisitions.” Costs incurred were primarily for employee retention, severance and benefits and lease termination costs. The integration of our acquisitions was substantially complete as of December 31, 2020. 2020 Restructuring In the fourth quarter of 2020, we initiated activities to reduce the size of our senior leadership team, consolidate certain operations within our pain management franchise, exit unprofitable lines of business and reduce the size of our office space to align with expected requirements following the COVID-19 pandemic. We expect to incur up to $30.0 million of costs, primarily for costs associated with operating lease right-of-use asset impairments or lease terminations, impairment of intangible and other assets and employee severance and benefits. We expect to substantially complete this restructuring by the end of 2021. Business Acquisitions In the year ended December 31, 2019, we completed the acquisition of substantially all the assets of Endoclear, LLC and Summit Medical Products, Inc. In addition, we also completed the acquisition of NeoMed, Inc. (collectively, the “Acquisitions”). The purchase price for the Acquisitions was $57.5 million, net of cash acquired, plus future contingent payments of $7.3 million. See “Business Acquisitions” in Note 5 to the consolidated financial statements in Item 8 of this report. 19 Table of Contents Results of Operations and Related Information Use of Non-GAAP Measures In this section, we present “Adjusted Gross Profit” and “Adjusted Operating Profit (Loss)” which are profitability measures that are not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”) and is therefore referred to as a non-GAAP financial measure. We provide these non-GAAP measures because we use them to measure our operational performance and provide greater insight into our ongoing business operations. These measures are not intended to be, and should not be, considered separately from, or an alternative to, the most directly comparable GAAP financial measures. A reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measures are provided under “Adjusted Gross Profit” and “Adjusted Operating (Loss) Profit,” respectively. Net Sales Our net sales are summarized in the following table for the years ended December 31, 2020, 2019 and 2018 (in millions): Chronic care Pain management Total Net Sales Net Sales - percentage change 2020 vs. 2019 Net Sales - percentage change 2019 vs. 2018 ______________________________ (a) Volume includes incremental sales from acquisitions. (b) Other includes rounding. Product Category Descriptions 2020 2019 471.2 243.6 714.8 $ $ 413.7 283.9 697.6 $ $ Year Ended December 31, Change 2018 Change 13.9 % $ (14.2) 2.5 % $ 386.0 266.3 652.3 7.2 % 6.6 6.9 % Total Volume (a) Pricing/Mix Currency Other (b) 3 % 7 % 3 % 8 % — % (1)% — % — % — % — % Chronic care is a portfolio of products that include (i) digestive health products such as our Mic-Key enteral feeding tubes, Corpak patient feeding solutions and our recently acquired NeoMed neonatal and pediatric feeding solutions and (ii) respiratory health products such as closed airway suction systems and other airway management devices under the Ballard, Microcuff and recently acquired Endoclear brands. Pain management is a portfolio of non-opioid pain solutions including (i) acute pain products such as On-Q and ambIT surgical pain pumps and Game Ready cold and compression therapy systems and (ii) interventional pain solutions, which provides minimally invasive pain relieving therapies, such as our Coolief pain relief therapy. Net Sales - 2020 Compared to 2019 Net sales increased by 3% to $714.8 million for the year ended December 31, 2020 primarily due to volume. Incremental volume from the NeoMed and Summit acquisitions contributed 4% of the volume growth. Organic volume came from strong pandemic-related demand for respiratory health products including closed-suction catheters and oral care kits along with strong demand for digestive health products, led by Corpak and NeoMed products. Higher volume in respiratory and digestive health was offset by lower volume in acute pain and interventional due to fewer or delayed elective procedures caused by the ongoing pandemic. Net Sales - 2019 Compared to 2018 Net sales increased by 7% to $697.6 million for the year ended December 31, 2019 primarily due to volume. Incremental volume from the NeoMed, Summit and Game Ready acquisitions contributed 7% of the volume growth. Volume growth also came from organic growth in interventional pain products, digestive health and respiratory health, but was mostly offset by lower volume in acute pain which was affected this year by an industry-wide drug shortage, pre-fill disruption and consolidation of IV infusion customers. 20 Table of Contents Net Sales by Geographic Region The factors causing organic volume growth were consistent throughout our geographic regions. Net sales by region is presented in the table below (in millions): (in millions) North America EMEA Asia Pacific and Latin America Total Net Sales Adjusted Gross Profit Year Ended December 31, 2020 2019 Change 2018 Change $ $ 535.5 $ 108.3 71.0 714.8 $ 534.7 95.8 67.1 697.6 0.1 % $ 13.0 5.8 2.5 % $ 505.3 87.3 59.7 652.3 5.8 % 9.7 12.4 6.9 % Our adjusted gross profit and gross profit margin is summarized in the table below for the years ended December 31, 2020, 2019 and 2018 (in millions): As reported Gross profit margin, as reported COVID-19 related expenses 2020 restructuring charges Post divestiture restructuring and IT charges Post divestiture transition charges Acquisition and integration-related charges Intangibles amortization Adjusted Gross Profit (non-GAAP) Adjusted Gross Profit Margin (non-GAAP) Adjusted Gross Profit - 2020 vs. 2019 $ $ 2020 Year Ended December 31, 2019 2018 373.3 $ 52.2 % 4.9 1.1 2.8 7.6 0.9 6.6 397.2 55.6 % $ $ $ 402.2 57.7 % — — 2.9 5.9 0.1 5.6 416.7 59.7 % 390.9 59.9 % — — 2.4 — 0.4 4.6 398.3 61.1 % Adjusted Gross profit margin decreased to 56% for the year ended December 31, 2020 primarily due to the impact of product mix caused by the pandemic, write-off of obsolete inventory and higher costs associated with our COVID-19 efforts. Gross Profit - 2019 vs. 2018 Adjusted Gross profit margin decreased to 60% for the year ended December 31, 2019 primarily due to higher distribution expenses due to the recent IT implementation as well as recent acquisitions with a lower margin. Adjusted Operating Profit (Loss) The results of the S&IP business is reported in “Income from discontinued operations, net of tax” in the consolidated income statement for the periods from January 1, 2018 to April 30, 2018 are excluded from the operating (loss) profit presented in the table below. In accordance with GAAP, only costs specifically identifiable and attributable to a business to be disposed may be allocated to discontinued operations. Accordingly, for the periods from January 1, 2018 to April 30, 2018, our operating losses were driven by certain costs that were historically presented as a component of the S&IP business but were included in continuing operations. These costs, on a pre-tax basis, were $37.0 million in the period from January 1, 2018 to April 30, 2018. 21 Table of Contents A reconciliation of adjusted operating profit (loss), a non-GAAP measure, to operating profit (loss) is provided in the table below (in millions): Operating profit (loss), as reported (GAAP) COVID-19 related expenses 2020 Restructuring charges Post divestiture restructuring and IT charges Post divestiture transition charges Acquisition and integration-related charges Litigation and legal Intangibles amortization Adjusted Operating Profit (Loss) (non-GAAP) The items noted in the table above are described below: 2020 Year Ended December 31, 2019 2018 $ $ (46.1) $ 7.9 27.6 2.2 14.9 12.5 27.5 19.4 65.9 $ (55.7) $ — — 20.2 56.3 13.1 22.5 20.0 76.4 $ 0.5 — — 15.7 9.2 1.3 15.6 20.0 62.3 On a GAAP basis, operating loss improved compared to the prior year due to higher sales and lower post-divestiture transition costs, partially offset by incremental expenses associated with restructuring activities undertaken in response to the effects the COVID-19 pandemic has had on our business. Items impacting operating results include: COVID-19 related expenses: As a result of the ongoing COVID-19 pandemic, we have incurred incremental expenses for additional personal protective equipment for our manufacturing employees, sanitation at our facilities and other costs. We incurred $7.9 million of COVID-19 related costs in the year ended December 31, 2020. 2020 Restructuring charges: As previously described under “Restructuring Activities,” we incurred $27.6 million of costs for restructuring activities that we initiated in the fourth quarter of 2020. Restructuring and IT charges: As previously described under “Restructuring Activities,” we have incurred $2.2 million, $20.2 million and $15.7 million of costs, respectively, related to the Plan for the years ended December 31, 2020, 2019 and 2018. These costs are primarily for consulting and other services along with employee severance and benefits. Post-divestiture transition costs: We incurred $14.9 million, $56.3 million, and $9.2 million of transition costs associated with the divestiture of our former S&IP business in the years ended December 31, 2020, 2019 and 2018, respectively. Acquisition and integration-related costs: We incurred $12.5 million, $13.1 million and $1.3 million of costs in connection with the acquisition and integration activities for the years ended December 31, 2020, 2019 and 2018, respectively. For the years ended December 31, 2020 and 2019, acquisition and integration-related costs includes $0.5 million and $9.1 million, respectively, of restructuring costs that are previously described under “Integration of Business Acquisitions.” The acquisitions of EndoClear, Summit and NeoMed are previously described under “Business Acquisitions.” Litigation and legal: We incurred $27.5 million, $22.5 million and $15.6 million of expenses for certain litigation matters in the years ended December 31, 2020, 2019 and 2018, respectively, which are included in “Other expense, net.” In 2020, costs include incremental amounts associated with a $25.0 million payment to amicably resolve our dispute with Kimberly-Clark described in “Commitments and Contingencies” in Note 14 to the consolidated financial statements in Item 8 of this report. Intangibles Amortization: Intangibles amortization is related primarily to intangibles acquired in prior business acquisitions and was $19.4 million, $20.0 million and $20.0 million, respectively, in the years ended December 31, 2020, 2019 and 2018. Our non-GAAP measures excludes certain items, as applicable, for the relevant time periods as indicated in the “Operating Profit” table above. The excluded items include: • • • • • • Incremental expenses associated with altering operations in response to the COVID-19 pandemic. Expenses associated with restructuring activities, including IT-related charges. Expenses associated with post-divestiture transition activities. The gain on sale and associated expenses related to the divestiture of the S&IP business. Certain acquisition and integration charges related to the acquisitions of Game Ready, NeoMed, Summit Medical and Endoclear LLC. Expenses associated with certain litigation matters. 22 Table of Contents • The amortization of intangible assets associated with prior business acquisitions. Interest Expense Interest expense was $15.6 million, $15.0 million and $26.4 million in the years ended December 31, 2020, 2019 and 2018, respectively. Interest expense in December 31, 2020 includes an early extinguishment loss of $1.3 million incurred upon redemption of our Senior Secured Notes on October 15, 2020. During 2018, we paid $339.0 million to retire our senior secured term loan, resulting in an early extinguishment loss of $4.8 million which was included in interest expense. Accordingly, interest expense was lower in 2020 and 2019 compared to 2018. In the years ended December 31, 2020, 2019 and 2018, $0.1 million, $1.8 million and $1.5 million, respectively, of interest was capitalized on long-term capital projects. Interest expense consists of interest accrued and amortization of debt discount and issuance costs on our long-term debt. See “Debt” in Note 9 to the consolidated financial statements in Item 8 of this report for further discussion of our indebtedness. Provision for Income Taxes Our overall effective tax rate was a 55% benefit for the year ended December 31, 2020 compared to a benefit of 28% in 2019 and 53% in 2018. The primary drivers in the change in our effective tax rate were the CARES Act in 2020 and the effects of the Tax Cuts and Jobs Act of 2017. See “Income Taxes” in Note 10 to the consolidated financial statements in Item 8 of this report for further details regarding our income taxes. Unaudited Quarterly Financial Data (in millions, except per-share amounts) Net Sales Gross Profit Operating (Loss) Profit Net (Loss) Income (a)(b) (Loss) Earnings Per Share: Basic Diluted $ $ $ $ 2020 2019 Fourth Third Second First Fourth Third Second First 185.0 $ 88.9 (44.8) (47.2) $ 185.7 $ 95.8 (0.1) 19.3 $ 163.7 $ 86.5 (1.8) (3.0) $ 180.4 $ 102.1 0.6 3.7 $ 189.8 $ 109.7 (3.2) (6.1) $ 171.4 $ 95.0 (18.1) (11.5) $ 172.2 $ 98.7 (9.8) (8.0) $ 164.2 98.8 (24.6) (20.3) (0.99) $ (0.99) $ 0.40 $ 0.40 $ (0.06) $ (0.06) $ 0.08 $ 0.08 $ (0.13) $ (0.13) $ (0.24) $ (0.24) $ (0.17) $ (0.17) $ (0.43) (0.43) __________________________________________________ (a) Operating loss in the year ended December 31, 2020 includes $7.9 million of incremental costs incurred due to the COVID-19 pandemic, $27.6 million of costs associated with restructuring activities that were initiated in the fourth quarter of 2020, $2.2 million of post-divestiture restructuring charges, $14.9 million of post-divestiture transition costs, $12.5 million of acquisition and integration-related charges, and $27.5 million of legal costs, which includes incremental costs associated with a $25.0 million payment to amicably resolve our dispute with Kimberly- Clark as described in “Commitments and Contingencies” in Note 14 to the consolidated financial statements in Item 8 of this report. (b) Operating loss in 2019 includes $56.3 million of post divestiture transition charges, $20.2 million of post divestiture restructuring and IT charges , $13.1 million related to acquisition and integration activities, and $22.5 million of legal expenses for certain litigation matters. 23 Table of Contents Liquidity and Capital Resources General Our primary sources of liquidity are cash on hand provided by operating activities and amounts available under our revolving credit facility. Our operating cash flow has historically been sufficient to meet our working capital requirements and fund capital expenditures. As a result of the COVID-19 pandemic, we may see a delay in collection of accounts receivable. However, we anticipate that our current cash position and our ability to generate cash flows from domestic and international operations will provide sufficient liquidity to manage the business and fund working capital requirements during this uncertainty without using our available borrowing capacity. In addition, with our borrowing capacity, we expect to have the ability to fund capital expenditures and other investments necessary to grow our business for the foreseeable future for both our domestic and international operations. As of December 31, 2020, $67.1 million of our $111.5 million of cash and cash equivalents was held by foreign subsidiaries. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested and currently do not have plans to repatriate such earnings. See further discussion below in “Critical Accounting Policies and Use of Estimates” under “Income Taxes.” We do not expect restrictions on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition or results of operations for the foreseeable future. Cash and equivalents decreased by $93.8 million to $111.5 million as of December 31, 2020 compared to $205.3 million last year. The decrease was driven by the retirement of our Senior Unsecured Notes (the “Notes”) for $249.8 million partially offset by $180.0 million of net line of credit facility proceeds, which were primarily used to retire the Notes. Cash and equivalents decreased by $179.2 million to $205.3 million as of December 31, 2019 compared to $384.5 million as of December 31, 2018. The decrease was driven by $74.5 million used in operations, $57.5 million used to acquire assets and businesses and $50.6 million of capital expenditures. Long-Term Debt As of December 31, 2020, total debt was $180.0 million on our Revolving Credit Facility that matures on October 30, 2023. To the extent we remain in compliance with certain financial covenants in our credit agreement, we have the ability to access our Revolving Credit Facility. As of December 31, 2020, we had $180.0 million outstanding and letters of credit of $1.3 million issued under the Revolving Credit Facility. The Senior Unsecured Notes (“Notes”) were to mature on October 15, 2022. On October 15, 2020, we redeemed the Notes pursuant to a provision for early redemption without paying a premium at any time on or after October 15, 2020. The redemption resulted in an early-extinguishment loss of $1.3 million, which was charged to interest expense on the redemption date. The Notes were redeemed using $69.8 million of cash and $180.0 million drawn from our Revolving Credit Facility. For further information regarding our debt arrangements, see “Debt” in Note 9 to the consolidated financial statements in Item 8 of this report. Obligations (a) Debt Interest payments on long-term debt Operating lease obligations Open purchase orders Pension obligations Other commitments (b) (a) Total contractual obligations (c) Total Less than 1 Year Payments Due by Period 1-3 Years 3-5 Years More than 5 Years $ $ 180.0 $ 8.5 79.5 67.4 5.4 6.0 346.8 $ — $ 3.0 15.8 67.4 0.3 0.9 87.4 $ 180.0 $ 5.5 26.9 — 0.8 1.7 214.9 $ — $ — 15.6 — 0.9 1.1 17.6 $ — — 21.2 — 3.4 2.3 26.9 __________________________________________________ (a) Our debt consists of borrowing outstanding on our Revolving Credit Facility as of December 31, 2020, and the interest payments assumes no principal repayments until the maturity date of the Revolving Credit Facility at the rate of interest in effect as of December 31, 2020. (b) Open purchase orders represent amounts that we anticipate will become payable in the next year for goods and services that we have negotiated for delivery. The table does not include payments that are discretionary or for which timing is uncertain. (c) Other commitments are primarily lease executory costs and uncertain tax positions. See “Income Taxes” in Note 10 to the consolidated financial statements in Item 8 of this report. 24 Table of Contents Critical Accounting Policies and Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. The critical accounting policies we used in the preparation of the consolidated and financial statements are those that are important both to the presentation of our financial condition and results of operations and require significant judgments by management with regard to estimates used. The critical judgments by management relate to distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies and deferred income taxes and potential tax assessments. Use of Estimates We prepare our consolidated financial statements in accordance with GAAP, which requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, certain amounts included in discontinued operations, certain amounts included in assets and liabilities held for sale, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Our estimates are subject to uncertainties associated with the ongoing COVID- 19 pandemic. Actual results could differ from these estimates, and the effect of the change could be material to our financial statements. Changes in these estimates are recorded when known. Revenue Recognition Sales revenue is recognized at the time of product shipment or delivery of our products to unaffiliated customers, depending on shipping terms. Accordingly, control of the products transfers to the customer in accordance with the transaction’s shipping terms. Sales revenue is recognized for the amount of considerations that we expect to be entitled to receive in exchange for our products. Sales are reported net of returns, rebates, incentives, each as described below, and freight allowed. Taxes imposed by governmental authorities on our revenue-producing activities with customers, such as sales taxes and value-added taxes, are excluded from net sales. Our contracts provide for forms of variable consideration including rebates. We provide for rebates to distributors for estimated historical differences between list prices and average end-user customer prices and the quantity of products expected to be sold to specific end-user customers. We maintain a liability for the estimated rebates. Loss Contingencies The outcome of loss contingencies, legal proceedings, indemnification matters and claims brought against us is subject to uncertainty. An estimated loss contingency is accrued by a charge to earnings if it is probable that an asset has been impaired or a liability has been incurred and the amount can be reasonably estimated. Determination of whether to accrue a loss requires evaluation of the probability of an unfavorable outcome and the ability to make a reasonable estimate. Changes in these estimates could affect the timing and amount of accrual of loss contingencies. Income Taxes We recognize tax benefits in our financial statements when our uncertain tax positions are more likely than not to be sustained upon audit. The amount we recognize is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We recognize deferred tax assets for deductible temporary differences, operating loss carry-forwards and tax credit carry-forwards. We record valuation allowances to reduce deferred tax assets to amounts that are more likely than not to be realized. In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses. This assessment, which is completed on a taxing jurisdiction basis, takes into account a number of types of evidence, including the nature, frequency, and severity of current and cumulative financial reporting losses, sources of future taxable income, taxable income in prior carryback year(s) and tax planning strategies. If it is determined that we would be able to realize deferred tax assets in the future in excess of our net recorded amount, an adjustment to the net deferred tax asset would increase income in the period that such determination was made. Likewise, should we determine that we would not be able to realize all or part of the net deferred tax assets in the future, an adjustment to the net deferred tax asset would decrease income in the period such determination was made. We regularly evaluate the need for valuation allowances against its deferred tax assets. 25 Table of Contents As of December 31, 2020, we have accumulated undistributed earnings generated by our foreign subsidiaries of approximately $32.1 million. Certain earnings were previously subject to tax due to the one-time transition tax of the Tax Cuts and Jobs Act of 2017. Any additional impacts due with respect to the previously-taxed earnings, if repatriated, would generally be limited to foreign withholding tax, U.S. state income tax and the tax effect of certain foreign exchange adjustments. We intend, however, to indefinitely reinvest these earnings and expect future U.S. cash generation to be sufficient to meet U.S. cash needs. At this time, the determination of deferred tax liabilities on the amount of financial reporting over tax basis is not practicable. Legal Matters A description of legal matters can be seen in “Commitments and Contingencies” in Note 14 to the consolidated financial statements in Item 8 of this report. Information Concerning Forward-Looking Statements This annual report on Form 10-K and other materials we have filed or furnished or will file or furnish with the SEC (as well as information included in our oral or other written statements) contain, or will contain, certain “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding business strategies, market potential, future financial performance and other matters. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan” or “continue” and similar expressions, among others. The matters discussed in these forward-looking statements are based on the current plans and expectations of our management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. These factors include, but are not limited to: • • • • • • • • • • • • general economic conditions particularly in the United States, fluctuations in global equity and fixed-income markets, risks related to the ongoing COVID-19 pandemic, the competitive environment, the loss of current customers or the inability to obtain new customers, litigation and enforcement actions, price fluctuations in key commodities, fluctuations in currency exchange rates, disruption in supply of raw materials or the distribution of finished goods, changes in governmental regulations that are applicable to our business, changes in asset valuations including write-downs of assets such as inventory, accounts receivable or other assets for impairment or other reasons, and the other matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. 26 Table of Contents ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to risks such as changes in foreign currency exchange rates and commodity prices. A variety of practices are employed to manage these risks, including derivative instruments where deemed appropriate. Derivative instruments are used only for risk management purposes and not for speculation. All foreign currency derivative instruments are entered into with major financial institutions. Our credit exposure under these arrangements is limited to agreements with a positive fair value at the reporting date. Credit risk with respect to the counterparties is actively monitored but is not considered significant. Presented below is a description of our risk together with a sensitivity analysis, performed annually, based on selected changes in market rates and prices. These analyses reflect management’s view of changes which are reasonably possible to occur over a one-year period. Also included is a description of our commodity price risk. Interest Rate Risk Our Revolving Credit Facility that allows for borrowings up to $250.0 million is subject to a variable interest rate based on LIBOR. As of December 31, 2020, a one percentage point increase in LIBOR could result in $2.5 million of incremental interest expense if the Revolving Credit Facility was fully drawn for the entire year. Foreign Currency Risk Foreign currency risk is managed by foreign currency forward and swap contracts for a limited portion of our exposure. The use of these instruments allows the management of transactional exposures to exchange rate fluctuations because the gains or losses incurred on the derivative instruments will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Foreign currency contracts and transactional exposures are sensitive to changes in foreign currency exchange rates. An annual test is performed to quantify the effects that possible changes in foreign currency exchange rates would have on annual operating profit based on our foreign currency contracts and transactional exposures at the current year-end. The balance sheet effect is calculated by multiplying each affiliate’s net monetary asset or liability position by a 10% change in the foreign currency exchange rate versus the U.S. dollar. The results of these sensitivity tests are presented in the following paragraph. As of December 31, 2020, a 10% change in the exchange rate of the U.S. dollar against the prevailing market rates of foreign currencies involving balance sheet transactional exposures would have an effect of $1.7 million to our consolidated financial position, results of operations and cash flows. These hypothetical effects on transactional exposures are based on the difference between the December 31, 2020 rates and the assumed rates. The translation of the balance sheets of non-U.S. operations from local currencies into U.S. dollars is also sensitive to changes in foreign currency exchange rates. Consequently, an annual test is performed to determine if changes in currency exchange rates would have a significant effect on the translation of the balance sheets of non-U.S. operations into U.S. dollars. These translation gains or losses are recorded as unrealized translation adjustments (“UTA”) within stockholders’ equity. The hypothetical change in UTA is calculated by multiplying the net assets of these non-U.S. operations by a 10% change in the currency exchange rates. As of December 31, 2020, a 10% change in the exchange rate of the U.S. dollar against the prevailing market rates of our foreign currency translation exposures would have impacted stockholders’ equity by approximately $15.4 million. These hypothetical adjustments in UTA are based on the difference between the December 31, 2020 exchange rates and the assumed rates. In the view of management, the above UTA adjustments resulting from these assumed changes in foreign currency exchange rates are not material to our consolidated financial position because they would not affect our cash flow. Commodity Price Risk We are subject to commodity price risk for certain raw materials used in the manufacture of our products. As previously discussed under “Risk Factors,” increases in commodities prices could adversely affect our earnings if selling prices are not adjusted or if such adjustments significantly trail the increases in commodities prices. Our energy, manufacturing and transportation costs are affected by various market factors including the availability of supplies of particular forms of energy, energy prices and local and national regulatory decisions. As previously discussed in “Risk Factors,” there can be no assurance we will be fully protected against substantial changes in the price or availability of energy sources. In addition, we are subject to price risk for utilities and manufacturing inputs, which are used in our manufacturing operations. 27 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AVANOS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS (in millions, except per share amounts) Net Sales Cost of products sold Gross Profit Research and development Selling and general expenses Other expense, net Operating (Loss) Income Interest income Interest expense Loss Before Income Taxes Income tax benefit Loss from Continuing Operations Income from discontinued operations, net of tax Net (Loss) Income (Loss) Earnings Per Share Basic: Continuing operations Discontinued operations Basic (Loss) Earnings Per Share Diluted: Continuing operations Discontinued operations Diluted (Loss) Earnings Per Share 2020 Year Ended December 31, 2019 2018 $ $ $ $ $ $ 714.8 $ 341.5 373.3 34.9 332.6 51.9 (46.1) 1.2 (15.6) (60.5) 33.3 (27.2) — (27.2) $ (0.57) $ — (0.57) $ (0.57) $ — (0.57) $ 697.6 $ 295.4 402.2 37.7 399.1 21.1 (55.7) 6.7 (15.0) (64.0) 18.1 (45.9) — (45.9) $ (0.96) $ — (0.96) $ (0.96) $ — (0.96) $ 652.3 261.4 390.9 41.8 340.4 8.2 0.5 7.8 (26.4) (18.1) 9.6 (8.5) 66.0 57.5 (0.18) 1.40 1.22 (0.18) 1.40 1.22 See Notes to the Consolidated Financial Statements. 28 Table of Contents AVANOS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in millions) Net (Loss) Income Other Comprehensive Income (Loss), Net of Tax Defined benefit plans Unrealized currency translation adjustments Cash flow hedges Total Other Comprehensive Income (Loss), Net of Tax Comprehensive (Loss) Income 2020 Year Ended December 31, 2019 2018 (27.2) $ (45.9) $ 0.2 3.8 (0.1) 3.9 (23.3) $ (1.1) 2.8 — 1.7 (44.2) $ 57.5 1.0 (2.7) (0.7) (2.4) 55.1 $ $ See Notes to the Consolidated Financial Statements. 29 Table of Contents AVANOS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except share data) ASSETS Current Assets Cash and cash equivalents Accounts receivable, net of allowances Income tax receivable Inventories Prepaid and other current assets Total Current Assets Property, Plant and Equipment, net Operating Lease Right of Use Assets Goodwill Other Intangible Assets, net Deferred Tax Assets Other Assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Current portion of operating lease obligation Trade accounts payable Accrued expenses Total Current Liabilities Long-Term Debt Operating Lease Obligation Deferred Tax Liabilities Other Long-Term Liabilities Total Liabilities Commitments and Contingencies Stockholders’ Equity Preferred stock - $0.01 par value - authorized 20,000,000 shares, none issued Common stock - $0.01 par value - authorized 300,000,000 shares, 47,917,583 outstanding at December 31, 2020 and 47,734,206 outstanding at December 31, 2019 Additional paid-in capital Accumulated deficit Treasury stock Accumulated other comprehensive loss Total Stockholders’ Equity TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY See Notes to the Consolidated Financial Statements. 30 As of December 31, 2020 2019 111.5 $ 108.6 59.3 168.9 18.9 467.2 175.3 48.3 802.5 157.7 10.0 11.8 1,672.8 $ 15.5 $ 67.6 83.2 166.3 180.0 53.3 5.7 11.0 416.3 — 0.5 1,609.4 (315.5) (9.8) (28.1) 1,256.5 1,672.8 $ 205.3 152.4 11.4 145.9 23.5 538.5 184.5 64.0 800.9 184.3 16.1 11.3 1,799.6 14.7 83.0 114.8 212.5 248.1 62.6 — 11.2 534.4 — 0.5 1,593.9 (288.3) (8.9) (32.0) 1,265.2 1,799.6 $ $ $ $ Table of Contents AVANOS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in millions, shares in thousands) Common Stock Issued Shares Amount Balance at December 31, 2017 Net income Issuance of common stock upon the exercise or redemption of share-based awards Stock-based compensation expense Purchases of treasury stock Other comprehensive income, net of tax Balance at December 31, 2018 Net Loss Issuance of common stock upon the exercise or redemption of share-based awards Stock-based compensation expense Purchases of treasury stock Other comprehensive income, net of tax Balance at December 31, 2019 Net loss Issuance of common stock upon the exercise or redemption of share-based awards Stock-based compensation expense Purchases of treasury stock Other comprehensive income, net of tax Balance at December 31, 2020 46,920 — $ 524 — — — 47,444 — 290 — — — 47,734 — 184 — — — 47,918 $ 0.5 — — — — — 0.5 — — — — — 0.5 — — — — — 0.5 Additional Paid-in Capital $ 1,550.5 — $ 17.1 10.5 — — 1,578.1 — 5.3 10.5 — — 1,593.9 — 3.4 12.1 — — 1,609.4 $ $ Retained Earnings (Accumulated Deficit) Treasury Stock Shares Amount Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (299.9) 57.5 — — — — (242.4) (45.9) — — — — (288.3) (27.2) — — — — (315.5) 116 — — — 16 — 132 — — — 74 — 206 — — — 25 — 231 $ $ (4.4) — — — (0.9) — (5.3) — — — (3.6) — (8.9) — — — (0.9) — (9.8) $ $ (31.3) — — — — (2.4) (33.7) — — — — 1.7 (32.0) — — — — 3.9 (28.1) $ $ 1,215.4 57.5 17.1 10.5 (0.9) (2.4) 1,297.2 (45.9) 5.3 10.5 (3.6) 1.7 1,265.2 (27.2) 3.4 12.1 (0.9) 3.9 1,256.5 See Notes to the Consolidated Financial Statements. 31 Table of Contents AVANOS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENTS (in millions) Operating Activities Net (loss) income Depreciation and amortization Stock-based compensation Asset impairments Net non-cash gain on Divestiture Net losses on asset dispositions Changes in operating assets and liabilities, net of acquisition Accounts receivable Inventories, net of allowance Prepaid expenses and other assets Accounts payable Accrued expenses Deferred income taxes and other Cash Used in Operating Activities Investing Activities Capital expenditures Acquisition of assets and businesses, net of cash acquired Proceeds from the Divestiture Acquisition of minority interest investment Cash (Used in) Provided by Investing Activities Financing Activities Debt repayments Debt issuance costs Line of credit facility proceeds Line of credit facility repayments Purchase of treasury stock Proceeds from the exercise of stock options Payment of contingent consideration liabilities Cash (Used in) Provided by Financing Activities Effect of Exchange Rate Changes on Cash and Cash Equivalents (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents - Beginning of Year Cash and Cash Equivalents - End of Year Supplemental Cash Flow Disclosure: Cash paid for income taxes Cash paid for interest Supplemental Noncash Disclosure Capital expenditures included in accounts payable or accrued expenses 2020 Year Ended December 31, 2019 2018 $ $ $ $ $ (27.2) $ 42.9 12.1 21.5 — 2.2 45.8 (21.8) 1.4 (18.9) (74.3) 13.8 (2.5) (20.2) — — (4.0) (24.2) (249.8) — 185.0 (5.0) (0.9) 3.4 (2.7) (70.0) 2.9 (93.8) 205.3 111.5 $ (45.9) $ 36.9 10.5 — — 0.6 (0.8) (21.3) 30.8 (83.6) 15.3 (17.0) (74.5) (50.6) (57.5) — — (108.1) (0.2) — — — (3.6) 5.3 — 1.5 1.9 (179.2) 384.5 205.3 $ — $ 16.8 $ 8.4 $ 16.7 $ 3.4 $ 11.2 $ 57.5 33.5 10.5 — (98.4) 1.5 67.4 (34.5) (45.7) (64.0) (66.6) (6.8) (145.6) (49.1) (65.7) 754.3 — 639.5 (339.0) (1.6) — — (0.9) 17.1 — (324.4) (4.7) 164.8 219.7 384.5 96.6 20.6 16.9 See Notes to the Consolidated Financial Statements. 32 Table of Contents Note 1. Accounting Policies AVANOS MEDICAL, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. Headquartered in Alpharetta, Georgia, Avanos is committed to addressing some of today’s most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market clinically superior solutions in more than 90 countries. References to “Avanos,” “Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. and its consolidated subsidiaries. Principles of Consolidation The consolidated financial statements include our net assets, results of our operations and cash flows. All intercompany transactions and accounts within our consolidated businesses have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates Preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Our estimates are subject to uncertainties associated with the ongoing COVID-19 pandemic which has caused volatility and adverse effects in global markets. Actual results could differ from these estimates, and the effect of the change could be material to our financial statements. Changes in these estimates are recorded when known. Cash Equivalents Cash equivalents are short-term investments with an original maturity date of three months or less. We maintain cash balances and short-term investments in excess of insurable limits in a diversified group of major banks that are selected and monitored based on ratings by the major rating agencies in accordance with our treasury policy. Inventories and Distribution Costs Most U.S. inventories are valued at the lower of cost, using the Last-In, First-Out (“LIFO”) method, or market. The balance of the U.S. and non-U.S. inventories are valued at the lower of cost (determined on the First-In, First-Out (“FIFO”) or weighted-average cost methods) or market. Distribution costs are classified as cost of products sold. Property, Plant and Equipment and Depreciation Property, plant and equipment are stated at cost and depreciated on the straight-line method. Buildings are depreciated over their estimated useful lives, primarily 40 years. Machinery and equipment are depreciated over their estimated useful lives, primarily ranging from 16 to 20 years. Leasehold improvements are depreciated over the assets’ estimated useful lives, or the remaining lease term, whichever is shorter. Purchases of computer software, including external costs and certain internal costs (including payroll and payroll-related costs of employees) directly associated with developing significant computer software applications for internal use, are capitalized. Computer software costs are amortized on the straight-line method over the estimated useful life of the software, which is generally three to nine years. Depreciation expense is recorded in cost of products sold, research and development and selling and general expenses. Estimated useful lives are periodically reviewed, and when warranted, changes are made to them. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss would be indicated when estimated undiscounted future cash flows from the use and eventual disposition of an asset group, which are identifiable and largely independent of the cash flows of other asset groups, are less than the carrying amount of the asset group. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is measured using discounted cash flows or independent appraisals, as appropriate. When property is sold or retired, the cost of the property and the related accumulated depreciation are removed from the consolidated balance sheet and any gain or loss on the transaction is included in income. Goodwill and Other Intangible Assets Goodwill is tested for impairment annually and whenever events and circumstances indicate that impairment may have occurred. The evaluation of goodwill involves comparing the current fair value of a reporting unit to its carrying value, including goodwill. We operate as a single operating segment with one reporting unit, and accordingly, our annual goodwill impairment test was based on an evaluation of the fair value of our Company as a whole, using a combination of income and 33 Table of Contents market capitalization approaches. We completed the required annual goodwill impairment test as of July 1, 2020, and the fair value was substantially in excess of net asset carrying value. Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Estimated useful lives range from 7 to 30 years for trademarks, 7 to 17 years for patents and acquired technologies, and 2 to 16 years for other intangible assets. An impairment loss would be indicated when estimated undiscounted future cash flows from the use of the asset are less than its carrying amount. An impairment loss would be measured as the difference between the fair value (based on discounted future cash flows) and the carrying amount of the asset. Revenue Recognition and Accounts Receivable Sales revenue is recognized at the time of product shipment or delivery of our products to unaffiliated customers, depending on shipping terms. Accordingly, control of the products transfers to the customer in accordance with the transaction’s shipping terms. Sales revenue is recognized for the amount of consideration that we expect to be entitled to receive in exchange for our products. Sales are reported net of returns, rebates, incentives, each as described below, and freight allowed. Taxes imposed by governmental authorities on our revenue-producing activities with customers, such as sales taxes and value-added taxes, are excluded from net sales. We provide medical products to distributors or end-user customers under supply agreements under which customers may place purchase orders for a variety of our products at specified pricing over a specified term, usually three years. While our sales and marketing efforts are directed to hospitals or other healthcare providers, our products are generally sold through third-party distribution channels. Under our contracts with customers, our performance obligations are normally limited to shipment or delivery of products to a customer upon receipt of a purchase order. We bill our customers, depending on shipping terms, upon shipment or delivery of the products to the customer. Amounts billed are typically due within 30 days, with a 1% discount allowed for distributors if payments are made within 15 days. We estimate cash discounts based on historical experience and record the cash discounts as an allowance to trade receivables. The differences between estimated and actual cash discounts are normally not material. We allow for returns with a specified period of time following customers’ receipt of the goods and estimate an allowance to trade receivables for returns based on historical experience. The differences between estimated and actual returns are normally not material. Our contracts provide for forms of variable consideration including rebates, incentives and pricing tiers, each of which are described below: Rebates - We provide for rebates on gross sales to distributors for estimated historical differences between list prices and average end-user customer prices. We maintain a liability for the estimated rebates. Incentives - Incentives include fees paid to group purchasing organizations (“GPOs”) or distributors in conjunction with the sales of our products to end- user customers. We estimate our incentive liability based on historical experience. Differences between estimated and actual incentives are normally not material. Pricing tiers - In certain of our contracts, pricing is dependent on volumes purchased. Pricing is lower for customers who purchase higher volumes. Customers are placed in a pricing tier based on expected purchase volume, which is developed primarily using the customer’s purchase history. Depending on the customer’s purchases, we may move the customer up or down a tier. Pricing in the new pricing tier is applied to purchase orders prospectively. There are no retrospective adjustments based on movements between pricing tiers. See Note 4, “Supplemental Balance Sheet Information” for disclosure of our allowances for cash discounts, sales returns and doubtful accounts, and accrued rebates and incentives as of December 31, 2020 and 2019. As of December 31, 2020, we had one single customer who individually accounted for more than 10% of our consolidated accounts receivable balance, and only one such customer as of December 31, 2019. The provision for doubtful accounts was $1.7 million in the year ended December 31, 2020, but was not material in 2019 or 2018. Foreign Currency Translation The income statements of foreign operations are translated into U.S. dollars at rates of exchange in effect each month. The balance sheets of these operations are translated at period-end exchange rates, and the differences from historical exchange rates are reflected as unrealized translation adjustments in other comprehensive income. 34 Table of Contents Research and Development Research and development expenses are expensed as incurred. Research and development expenses consist primarily of salaries and related expenses for personnel, product trial costs, outside laboratory and license fees, the costs of laboratory equipment and facilities and asset write-offs for equipment that does not reach success in product manufacturing certifications. Stock-Based Compensation We have a stock-based Equity Participation Plan and an Outside Directors’ Compensation Plan that provide for awards of stock options, stock appreciation rights, restricted stock (and in certain limited cases, unrestricted stock), restricted stock units, performance units and cash awards to eligible employees (including officers who are employees), directors, advisors and consultants. Stock-based compensation is initially measured at the fair value of the awards on the grant date and is recognized in the financial statements over the period the employees are required to provide services in exchange for the awards. The fair value of option awards is measured on the grant date using a Black-Scholes option-pricing model. The fair value of time-based and some performance-based restricted share awards is based on the Avanos stock price at the grant date and the assessed probability of meeting future performance targets. For performance-based restricted share units for which vesting is conditioned upon achieving a measure of total shareholder return, fair value is measured using a Monte Carlo simulation. Generally, new shares are issued to satisfy vested restricted stock units and exercises of stock options. See Note 13, “Stock-Based Compensation.” Income Taxes We account for income taxes under the asset and liability method of accounting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted. The provision for federal, state, and foreign income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes. Recording the provision for income taxes requires management to make significant judgments and estimates for matters whose ultimate resolution may not become known until the final resolution of an examination by the Internal Revenue Service (IRS) or state and foreign agencies. If it is more likely than not that some portion, or all, of a deferred tax asset will not be realized, a valuation allowance is recognized. Recording liabilities for uncertain tax positions involves judgment in evaluating our tax positions and developing the best estimate of the taxes ultimately expected to be paid. We include any related tax penalties and interest in income tax expense. As of December 31, 2020, we have accumulated undistributed earnings generated by our foreign subsidiaries of approximately $32.1 million. Certain earnings were previously subject to tax due to the one-time transition tax of the Tax Cuts and Jobs Act of 2017 (the “Act”). Any additional impacts due with respect to the previously-taxed earnings, if repatriated, would generally be limited to foreign withholding tax, U.S. state income tax and the tax effect of certain foreign exchange adjustments. We intend, however, to indefinitely reinvest these earnings and expect future U.S. cash generation to be sufficient to meet U.S. cash needs. At this time, the determination of deferred tax liabilities on the amount of financial reporting over tax basis is not practicable. Employee Defined Benefit Plans We recognize the funded status of our defined benefit as an asset or a liability on our balance sheet. Actuarial gains or losses are a component of our other comprehensive income, which is then included in our accumulated other comprehensive income. Pension expenses are recognized over the period in which the employee renders service and becomes eligible to receive benefits. We make assumptions (including the discount rate and expected rate of return on plan assets) in computing the pension expense and obligations. Recently Adopted Accounting Pronouncements Effective January 1, 2020, we adopted Accounting Standards Update (“ASU”) No. 2016-13, as amended by ASU 2019-05, Financial Instruments - Credit Losses (Topic 326). This standard addresses expected credit losses on financial instruments, including trade receivables, by replacing the incurred loss method with methodology that reflects expected credit losses that requires consideration of a broader range of information. Historically, our bad debt expense has not been material and our trade receivables are generally short-term in nature. Accordingly, adoption of this standard did not have a material impact on our financial condition, results of operations or cash flows. Effective January 1, 2020, we adopted ASU No. 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU is intended to reduce complexity by aligning the requirements for capitalizing implementation costs 35 Table of Contents incurred in cloud-based arrangements with the requirements for capitalization of costs incurred to develop internal-use software. Any implementation costs in cloud-based arrangements would then be amortized over the term of the service contract. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows. Effective January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU removes certain disclosure requirements regarding the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of transfers between the levels. The ASU also adds disclosure requirements regarding unrealized gains and losses included in Other Comprehensive Income for recurring Level 3 fair value measurements and regarding the range and weighted average of unobservable inputs used in Level 3 fair value measurements. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform. This ASU was prompted by the planned cessation of the London Interbank Offer Rate (“LIBOR”), which is the reference rate for many debt agreements, including the credit agreement that governs our revolving credit facility that is described in Note 9, “Debt.” This ASU applies to contract modifications that replace a reference rate and contemporaneous modifications of other contract terms related to the replacement of the reference rate. Under this ASU, modifications to debt agreements may be accounted for by prospectively adjusting the effective interest rate. This ASU is effective as of March 12, 2020 through December 31, 2022 and may be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The adoption of this ASU is not expected to have a material effect on our financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2020, with early adoption permitted. We do not expect adoption of this ASU to have a material effect on our financial position, results of operations or cash flows. Note 2. Restructuring Our restructuring expenses for the years ended December 31, 2020, 2019 and 2018 are summarized in the table below: Post-Divestiture Restructuring Plan Organizational Alignment and IT Transformation Cost Transformation Total Post-Divestiture Restructuring Plan Integration and Restructuring of Business Acquisitions 2020 Restructuring Total Restructuring Costs Post-Divestiture Restructuring Plan 2020 Year Ended December 31, 2019 2018 $ $ (0.6) $ 2.8 2.2 0.5 27.6 30.3 $ 17.8 $ 2.3 20.1 9.1 — 29.2 $ 15.7 — 15.7 — — 15.7 In conjunction with the Divestiture, we began a multi-phase restructuring plan (the “Plan”) intended to align our organizational structure (“Organizational Alignment”), information technology platform (“IT Transformation”) and supply chain and distribution channels (“Cost Transformation”) to be more appropriate for the size and scale of our remaining Medical Devices business. Organizational Alignment and IT Transformation are substantially complete. However, in the year-ended December 31, 2020, employee severance and retention that was previously accrued for Organizational Alignment was partially reversed due to employee attrition. Costs associated with Organizational Alignment and IT Transformation were included in “Cost of products sold” and “Selling and general expenses.” The Cost Transformation phase was initiated in June 2019, and is intended to optimize the Company’s procurement, manufacturing, and supply chain operations. We expect to incur between $11.0 million and $13.0 million to execute the Cost Transformation phase, primarily consulting and other expenses that will be expensed as incurred. The Company also expects to 36 Table of Contents spend up to $7.0 million of incremental capital through 2021 in support of the Cost Transformation. The Company expects to complete the Cost Transformation by the end of 2021. Plan-to-date, we have incurred $5.1 million of costs that were expensed as incurred and $2.0 million of costs that were capitalized. Costs associated with Cost Transformation are included in “Cost of products sold.” Integration of Business Acquisitions During the third quarter of 2019, we initiated activities to integrate the asset and business acquisitions completed in 2019 and 2018 into our operations, and where appropriate, re-align our organization accordingly. This includes Cool Systems, Inc. (“Game Ready”), which was acquired in 2018 and the 2019 acquisitions described in Note 5, “Business Acquisitions.” Costs incurred were primarily for employee retention, severance and benefits and lease termination costs and are included in “Selling and general expenses.” The integration of our acquisitions were substantially complete as of December 31, 2020. 2020 Restructuring In the fourth quarter of 2020, we initiated activities to reduce the size of our senior leadership team, consolidate certain operations within our pain management franchise, exit unprofitable lines of business and reduce the size of our office space to align with expected requirements following the COVID-19 pandemic. We expect to incur up to $30.0 million of costs, primarily for costs associated with operating lease right-of-use asset impairments or lease terminations, impairment of intangible and other assets and employee severance and benefits. These expenses are included in in “Cost of products sold,” “Selling and general expenses” and “Other expense, net.” We expect to substantially complete this restructuring by the end of 2021. Restructuring Liability We have a liability for costs associated with our restructuring activities, which is summarized below (in millions): Balance, beginning of year Total restructuring costs, excluding non-cash charges Payments and adjustments, net Balance, end of year Note 3. Goodwill As of December 31, 2020 2019 $ $ 8.5 $ 7.7 (9.0) 7.2 $ 5.7 9.8 (7.0) 8.5 We test goodwill for impairment annually (as of July 1) or more frequently whenever events or circumstances more likely than not indicate that the fair value of the reporting unit may be below its carrying amount. We operate as a single operating segment with one reporting unit, and accordingly, our annual goodwill impairment test was based on an evaluation of the fair value of our Company as a whole. We completed our annual impairment test as of July 1, 2020, and based on a combination of income and market capitalization approaches, we determined that our fair value exceeded the net carrying value of our reporting unit. The changes in the carrying amount of goodwill are as follows (in millions): (a) Balance at December 31, 2018 Goodwill acquired Purchase accounting adjustment Currency translation adjustment Balance at December 31, 2019 Purchase accounting adjustment Currency translation adjustment (b) (a) Balance at December 31, 2020 $ $ 783.6 18.8 (1.9) 0.4 800.9 0.8 0.8 802.5 _____________________________________________ (a) We acquired $18.8 million of goodwill in conjunction with the acquisitions described in Note 5, “Business Acquisitions.” This goodwill was subsequently increased by $0.8 million after the purchase price allocation was finalized in the year ended December 31, 2020. (b) Goodwill acquired with Cool Systems, Inc. in 2018 was reduced by $1.9 million after the purchase price allocation was finalized in 2019. 37 Table of Contents Note 4. Supplemental Balance Sheet Information Accounts Receivable Accounts receivable consist of the following (in millions): Accounts Receivable Income tax receivable Allowances and doubtful accounts Doubtful accounts Sales discounts Accounts receivable, net As of December 31, 2020 2019 $ $ 113.2 $ 59.3 (4.4) (0.2) 167.9 $ 155.4 11.4 (2.7) (0.3) 163.8 Additional information regarding the income tax receivable is included in “Income Taxes” in Note 10. Losses on receivables are estimated based on known troubled accounts and historical experience. Receivables are considered impaired and written off when it is probable that payments due will not be collected. Our provision for doubtful accounts was $1.7 million in the year ended December 31, 2020, but was not material in 2019 or 2018. Inventories Inventories at the lower of cost (determined on the LIFO/FIFO or weighted-average cost methods) or market consists of the following (in millions): Raw Materials Work in process Finished goods Supplies and other Excess of FIFO or weighted-average cost over LIFO cost Total 2020 Non- LIFO As of December 31, Total LIFO 2019 Non- LIFO 3.1 $ 0.1 16.9 6.7 26.8 — 26.8 $ 47.0 32.3 90.4 6.7 176.4 (7.5) 168.9 $ $ 46.3 $ 30.4 49.5 — 126.2 (9.9) 116.3 $ 2.9 $ 0.5 21.7 4.5 29.6 — 29.6 $ Total 49.2 30.9 71.2 4.5 155.8 (9.9) 145.9 LIFO 43.9 $ 32.2 73.5 — 149.6 (7.5) 142.1 $ $ $ We may distribute products bearing the Halyard brand through February 2022 under an agreement we have with Owens & Minor, Inc. Based on our expectations regarding excess raw materials and sales of Halyard-branded products, we have recorded an allowance of $5.7 million as of December 31, 2020. In addition, we also recorded an allowance for excess and obsolete inventory of $3.1 million. The allowance for obsolescence was not material in 2019 or 2018. Property, Plant and Equipment Property, plant and equipment consists of the following (in millions): Land Buildings and leasehold improvements Machinery and equipment Construction in progress Less accumulated depreciation Total 38 As of December 31, 2020 2019 $ $ 1.1 $ 46.8 218.2 23.3 289.4 (114.1) 175.3 $ 1.0 48.3 215.0 18.9 283.2 (98.7) 184.5 Table of Contents Property, plant and equipment includes $0.1 million and $1.8 million of interest that was capitalized in the years ended December 31, 2020 and 2019, respectively. There were $3.4 million and $11.2 million of capital expenditures in accounts payable as of December 31, 2020 and 2019, respectively. Depreciation expense was $23.5 million, $16.9 million and $13.5 million, respectively, in the years ended December 31, 2020, 2019 and 2018. Depreciation expense in the year ended December 31, 2020 includes depreciation on $59.3 million of capital that was placed in service in late 2019 associated with (i) implementation of a new IT platform and (ii) post-divestiture network separation. Intangible Assets Intangible assets subject to amortization consist of the following (in millions): Trademarks Patents and acquired technologies Other Total Gross Carrying Amount $ $ 90.9 $ 282.0 61.4 434.3 $ 2020 Accumulated Amortization As of December 31, Net Carrying Amount Gross Carrying Amount 2019 Accumulated Amortization Net Carrying Amount (61.2) $ (177.2) (38.2) (276.6) $ 29.7 $ 104.8 23.2 157.7 $ 90.9 $ 281.1 61.3 433.3 $ (56.7) $ (157.2) (35.1) (249.0) $ 34.2 123.9 26.2 184.3 Amortization expense for intangible assets was $19.4 million, $20.0 million and $20.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. In conjunction with COVID-19 related restructuring activities described in Note 2, “Restructuring Activities,” we recorded $7.8 million of impairment on certain acquired patents and technologies associated with unprofitable lines of business that we are exiting. The impairment was recorded in “Other expense, net” and is included in “Accumulated Amortization” in the table above. We estimate amortization expense for the next five years and beyond will be as follows (in millions): For the years ending December 31, 2021 2022 2023 2024 2025 Thereafter Total $ $ 16.5 16.1 15.2 15.1 14.6 80.2 157.7 Accrued Expenses Accrued expenses consist of the following (in millions): Accrued rebates Accrued salaries and wages Accrued taxes and other Other Total As of December 31, 2020 2019 22.5 $ 36.0 2.7 22.0 83.2 $ 51.1 23.6 3.2 36.9 114.8 $ $ 39 Table of Contents Other Long-Term Liabilities Other long-term liabilities consist of the following (in millions): Taxes payable Accrued compensation benefits Other Total Note 5. Business Acquisitions As of December 31, 2020 2019 0.4 $ 5.8 4.8 11.0 $ 0.4 5.4 5.4 11.2 $ $ In the year ended December 31, 2019, we completed the acquisition of substantially all of the assets of Endoclear, LLC and Summit Medical Products, Inc. In addition, we also completed the acquisition of NeoMed, Inc. (collectively, the “Acquisitions”). We accounted for the Acquisitions under the acquisition method of accounting for business combinations. Accordingly, the purchase price paid was allocated to the underlying net assets in proportion to their respective fair values. Any excess of the purchase price over the estimated fair values was recorded as goodwill. The final purchase price allocation for the Acquisitions is shown in the table below (in millions): Current assets acquired net of liabilities assumed Property, plant and equipment Identifiable intangible assets Other non-current assets (liabilities), net Deferred tax liabilities Goodwill Total The identifiable intangible assets include the following (in millions): Trademarks Patents and acquired technologies Other Total Purchase Price 12.2 2.1 36.4 0.3 (3.5) 19.3 66.8 $ $ Intangible Assets 7.7 21.8 6.9 36.4 $ $ Weighted Average Useful Lives (Yrs) 20 15 13 The following unaudited pro forma financial information is presented in the table below for the years ended December 31, 2019 and 2018 as if the acquisitions had occurred on January 1 in the year preceding the respective acquisitions (in millions, except per share amounts): Net sales Net (loss) income Earnings per share: Basic Diluted Year Ended December 31, 2019 (Unaudited) 2018 (Unaudited) $ $ 734.1 $ (47.2) (0.99) $ (0.99) 698.3 54.9 1.16 1.16 40 Table of Contents The pro forma financial information has been adjusted to include the effects of the acquisitions, including acquisition-related costs, amortization of acquired intangibles and related tax effects. The pro-forma financial information is not necessarily indicative of the results of operations that would have been achieved. Note 6. Leases Our lease obligations relate primarily to our principal executive offices along with various manufacturing, warehouse and distribution facilities located throughout the world. For leases with terms greater than twelve months, we record an ROU asset and corresponding lease obligation. As of December 31, 2020, all our leasing arrangements were operating leases. Many of our leases include escalating rent payments, renewal options and termination options, which are considered in our determination of straight-line rent expense when appropriate. Many of our leases also include additional amounts for common area maintenance and taxes. We have elected not to separate lease and non-lease components in the determination of straight-line rent expense. For a majority of our leases, an implicit lease rate is not available. Accordingly, we use a rate that approximates our incremental secured borrowing rate. The table below summarizes information related to ROU assets and lease liabilities that are included in the accompanying consolidated balance sheet (dollars in millions): Assets Operating lease right-of-use assets Liabilities Current portion of operating lease liabilities Operating lease liabilities Total Operating Lease Liabilities Weighted average remaining lease term Weighted average discount rate $ $ As of December 31, 2020 2019 48.3 $ 15.5 53.3 68.8 $ 64.0 14.7 62.6 77.3 6.5 years 4.3 % 7.3 years 4.5 % The table below summarizes costs and cash flows arising from our lease arrangements for the year ended December 31, 2020 (in millions): Operating lease cost Short-term lease cost Variable lease cost Total lease cost Cash paid for amounts included in the measurement of lease liabilities Right-of-use assets obtained in exchange for new operating lease liabilities 41 Year Ended December 31, 2020 2019 22.6 $ 1.1 0.9 24.6 $ 16.7 $ 4.3 $ 12.8 2.7 2.0 17.5 16.9 19.7 $ $ $ $ Table of Contents The future minimum obligations under operating leases having non-cancelable terms in excess of one year for the next five years and beyond will be (in millions): For the years ending December 31, 2021 2022 2023 2024 2025 Thereafter Future minimum obligations Amount 15.8 15.0 11.9 8.3 7.3 21.2 79.5 $ $ ROU Asset Impairment In the year ended December 31, 2020, in conjunction with integration of recently acquired businesses and 2020 restructuring activities described earlier in Note 2, “Restructuring Activities,” we made efforts to exit certain properties and reduce our office space to align with expected requirements following the COVID-19 pandemic. Accordingly, we recorded $9.6 million of impairment on our ROU assets. The impairment was calculated as either (i) the excess of the ROU asset over the net present value of future sublease rentals to be received for those properties for which we have a sublease agreement, (ii) the excess of the ROU asset over the net present value of estimated future sublease rentals to be received using assumptions regarding market rent rates and timing or (iii) the entire remaining ROU asset for properties where no sublease arrangement was pursued. Sublease Arrangements In the year ended December 31, 2020, we entered into sublease arrangements for certain facilities that we vacated during the year. All of the sublease arrangements are accounted for as operating leases, have terms that align with the remaining terms on our original lease agreements and contain escalating rent provisions. In the year ended December 31, 2020, we recorded $0.1 million of rental income, which is included in “Other expense, net.” We expect to receive an aggregate of $1.3 million in rental payments over the the next three years. Note 7. Discontinued Operations On April 30, 2018, we closed the sale of our Surgical and Infection Prevention (“S&IP”) business pursuant to an Amended and Restated Purchase Agreement dated April 30, 2018 (the “Divestiture”). Accordingly, the results of operations from our former S&IP business are reported in the accompanying consolidated income statements as “Income from Discontinued Operations, net of tax” in the year ended December 31, 2018. The remaining business is managed with one operating segment, the Medical Devices business. Financial results and cash flow information from our discontinued operations that are presented in the following tables represents activity from January 1, 2018 until the Divestiture closed on April 30, 2018. The following table summarizes the financial results of our discontinued operations for the year ended December 31, 2018 (in millions): Net Sales Cost of products sold Research and development Selling, general and other expenses Gain on Divestiture Other expense (income), net Income from discontinued operations before income taxes Tax provision from discontinued operations Income from discontinued operations, net of tax 42 Year Ended December 31, 2018 351.1 260.3 1.1 38.1 (89.9) 0.4 141.1 (75.1) 66.0 $ $ Table of Contents In accordance with GAAP, only expenses specifically identifiable and related to a business to be disposed may be allocated to discontinued operations. Accordingly, certain expenses that were historically presented as a component of the S&IP were kept in continuing operations. These expenses, on a pre- tax basis, were $37.0 million in the year ended December 31, 2018. The following table provides operating and investing cash flow information for our discontinued operations (in millions): Operating Activities: Depreciation and amortization Stock-based compensation expense Investing Activities: Capital expenditures Note 8. Fair Value Information Year Ended December 31, 2018 $ — (1.5) 2.9 The following fair value information is based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels in the hierarchy used to measure fair value are: Level 1: Unadjusted quoted prices in active markets accessible at the reporting date for identical assets and liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets. Quoted prices for identical or similar assets and liabilities in markets that are not considered active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are significant to the valuation and are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following table includes the fair value of our financial instruments for which disclosure of fair value is required (in millions): Assets Cash and cash equivalents Liabilities Senior unsecured notes Revolving credit facility December 31, 2020 December 31, 2019 Fair Value Hierarchy Level Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 1 1 2 $ 111.5 $ 111.5 $ 205.3 $ 205.3 — 180.0 — 180.0 248.1 — 254.5 — Cash equivalents are recorded at cost, which approximates fair value due to their short-term nature. The fair value of our senior unsecured notes was determined using observable market prices based on trading activity on a primary exchange. The fair value of amounts borrowed under our Revolving Credit Facility approximates carrying value because borrowings are subject to a variable rate as described in “Debt” in Note 9. For the years ended December 31, 2020 and 2019, there were no transfers among Level 1, 2 or 3 fair value determinations. Transfers between levels occur when there are changes in the observability of inputs. Changes between levels are assumed to occur at the beginning of the year. 43 Table of Contents Note 9. Debt As of December 31, 2020 and 2019, our debt balances were as follows (in millions): Senior Unsecured Notes Revolving Credit Facility Unamortized Debt Discounts and Issuance Costs Total Debt, net Senior Unsecured Notes Weighted- Average Interest Rate 6.25% 1.65% Maturities 2022 2023 As of December 31, 2020 2019 — 180.0 — 180.0 $ 249.8 — (1.7) 248.1 $ The Senior Unsecured Notes (“Notes”) were to mature on October 15, 2022. On October 15, 2020, we redeemed the Notes pursuant to a provision for early redemption without paying a premium at any time on or after October 15, 2020. The redemption resulted in an early-extinguishment loss of $1.3 million related to unamortized debt discounts and issuance costs, which was charged to interest expense on the redemption date. The Notes were redeemed using $69.8 million of cash and $180.0 million drawn from our Revolving Credit Facility. Revolving Credit Facility We have a senior secured revolving credit facility (“Revolving Credit Facility”) that matures on October 30, 2023 which allows for borrowings up to $250.0 million, with a letter of credit sub-facility in an amount of $75.0 million and a swingline sub-facility in an amount of $25.0 million. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) a reserve-adjusted LIBOR rate, plus a margin ranging between 1.50% to 2.25% per annum, depending on our consolidated total leverage ratio, or (ii) the base rate plus a margin ranging between 0.50% to 1.25% per annum, depending on our consolidated total leverage ratio. The unused portion of our Revolving Credit Facility will be subject to a commitment fee equal to (i) 0.25% per annum, when our consolidated total leverage ratio is less than 2.25 to 1.00 and (ii) 0.375% per annum, otherwise. To the extent we remain in compliance with certain financial covenants in our credit agreement, we have the ability to access our Revolving Credit Facility. As of December 31, 2020, we had $180.0 million outstanding and letters of credit of $1.3 million issued under the Revolving Credit Facility. Debt Covenants The Revolving Credit Facility is subject to covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to: • • incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of our restricted subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of our capital stock; • make certain investments or acquisitions; • • • • • • sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of our and our subsidiaries’ assets; enter into transactions with affiliates; and prepay certain kinds of indebtedness. Pursuant to the restrictive covenants that limit our ability to pay dividends, we have the ability to pay dividends, repurchase stock and make investments up to an “Available Amount,” as defined in the credit agreement governing the Senior Credit Facilities, provided that we are in compliance with all required covenants, there are no events of default and upon meeting certain financial ratios. As of December 31, 2020, we were in compliance with all of our debt covenants. As of December 31, 2020, our repayment requirements in the next five years includes any balance remaining on our Revolving Credit Facility, which is due on October 30, 2023. 44 Table of Contents Note 10. Income Taxes Our income taxes are calculated using the asset and liability method of accounting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The provision for income taxes includes federal, state and foreign taxes currently payable and those deferred because of net operating losses and temporary differences between the consolidated financial statements and tax bases of assets and liabilities. The components of (loss) income before income taxes, and the provision (benefit) for income taxes are as follows (in millions): Loss before income taxes United States Foreign Total Income tax provision (benefit): Current: United States State Foreign Total Deferred: United States State Foreign Total Total income tax benefit 2020 Year Ended December 31, 2019 2018 $ $ (50.8) $ (9.7) (60.5) (47.0) 0.4 1.7 (44.9) 13.4 (1.9) 0.1 11.6 (33.3) $ (61.8) $ (2.2) (64.0) (3.6) (0.3) 0.8 (3.1) (11.6) (3.2) (0.2) (15.0) (18.1) $ (20.7) 2.6 (18.1) (13.6) (0.5) 0.8 (13.3) 0.7 3.5 (0.5) 3.7 (9.6) The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020. The CARES Act allows for the carryback of U.S. net operating losses, which were expected to be used in future years, to prior years resulting in a $25.1 million benefit that was recognized in the year ended December 31, 2020. On December 22, 2017, new federal tax reform, the Tax Cuts and Jobs Act (the “Act”), was enacted in the United States, resulting in significant changes from previous tax law. The new legislation reduced the federal corporate income tax rate to 21% from 35% effective January 1, 2018. In the fourth quarter of 2017, we recorded a provisional estimate of a net $10.0 million benefit related to the Act. The provisional estimate included a $16.0 million benefit related to the re-measurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse offset by a $7.0 million one-time transition tax expense on the mandatory deemed repatriation of cumulative foreign earnings of $101 million. We also recorded a $1.0 million benefit related to the treatment of current year cash dividends in relation to the repatriation tax. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, we determined the provisional estimates recorded in December 2017 were reasonable estimates through September 30, 2018. Furthermore, during the fourth quarter of 2018 we recorded discrete tax benefits of $3.9 million related to new guidance issued during 2018 and certain tax planning actions taken in anticipation of the Act. As of December 31, 2018, our accounting for the Act was complete. The Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. As of December 31, 2020, we have accumulated undistributed earnings generated by our foreign subsidiaries of approximately $32.1 million. Certain earnings were previously subject to tax due to the one-time transition tax of the Act. Any additional 45 Table of Contents impacts due with respect to the previously-taxed earnings, if repatriated, would generally be limited to foreign withholding tax, U.S. state income tax and the tax effect of certain foreign exchange adjustments. We intend, however, to indefinitely reinvest these earnings and expect future U.S. cash generation to be sufficient to meet U.S. cash needs. At this time, the determination of deferred tax liabilities on the amount of financial reporting over tax basis is not practicable. Major differences between the federal statutory rate and the effective tax rate are as follows: Federal statutory rate Rate of state income taxes, net of federal tax benefit Statutory rate other than U.S. statutory rate Foreign derived intangible income Foreign tax credit carryback Valuation allowance Uncertain tax positions Transaction related expenses CARES Act GILTI inclusion Nondeductible officer’s compensation U.S. federal research and development credit Share based compensation windfall tax deduction Impacts of U.S. federal tax reform Other, net Effective tax rate 2020 Year Ended December 31, 2019 2018 21.0 % 2.3 5.2 — — (9.7) — — 41.5 — (2.0) 2.5 (2.5) — (3.3) 55.0 % 21.0 % 4.5 (2.0) 5.5 1.9 (1.8) — — — — (1.0) 3.1 (0.2) — (2.7) 28.3 % 21.0 % (2.4) (1.4) — — (10.6) 13.8 (3.9) — (1.6) (2.7) 11.4 8.5 21.7 (0.8) 53.0 % 46 Table of Contents The following is a summary of the significant components of the Company’s deferred tax assets and liabilities (in millions): Deferred tax assets Accrued liabilities Interest limitation Stock-based compensation Net Operating Losses Inventories Foreign Tax Credits Operating Lease Obligations Other Valuation allowance Total deferred tax assets Deferred tax liabilities Intangibles, net Operating Lease Right of Use Assets Inventories Property, plant and equipment, net Other Total deferred tax liabilities Net deferred tax assets (liabilities) As of December 31, 2020 2019 $ $ 13.4 $ — 5.9 20.2 1.6 17.9 11.5 7.5 78.0 (7.0) 71.0 29.6 6.7 — 30.1 0.3 66.7 4.3 $ 12.9 2.9 6.9 27.5 — — 12.8 4.9 67.9 (3.4) 64.5 22.6 9.4 4.8 10.9 0.7 48.4 16.1 Valuation allowances increased $3.6 million during the year ended December 31, 2020. Valuation allowances at the end of 2020 and 2019 primarily relate to tax credits and income tax loss carryforwards. Realization of income tax loss carryforwards is dependent on generating sufficient taxable income prior to expiration of these carryforwards. Although realization is not assured, we believe it is more likely than not that all of the deferred tax assets, net of applicable valuation allowances, will be realized. The amount of the deferred tax assets considered realizable could be reduced or increased due to changes in the tax environment or if estimates of future taxable income change during the carryforward period. At December 31, 2020, we have credit carryforwards for federal income tax purposes of $21.4 million, all of which will expire between 2025 and 2040. We also have net operating loss carryforwards for federal income tax purposes of $37.7 million, of which $28.5 million will expire between 2026 and 2037. The remaining net operating losses are available for carryforward indefinitely. At December 31, 2020, we have credit carryforwards for state income tax purposes of $1.5 million, of which $0.5 million will expire between 2025 and 2030. We also have net operating loss carryforwards for state income tax purposes of $205.3 million, some of which will expire between 2021 and 2036 and others that will remain available for carryforward indefinitely. We also have certain foreign subsidiaries with net operating loss carryforwards for income tax purposes of $21.8 million, of which $3.2 million will expire in 2029. The remaining net operating losses are available for carryforward indefinitely. 47 Table of Contents A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in millions): Beginning of year Gross increases for tax positions of prior years Gross decreases for tax positions of prior years Decreases for settlements with taxing authorities Decreases for lapse of the applicable statute of limitations End of year As of December 31, 2020 2019 $ $ 0.5 $ — — — — 0.5 $ 0.5 — — — — 0.5 The amount, if recognized, that would affect our effective tax rate as of December 31, 2020 and 2019 is $0.4 million for both years. We classify interest and penalties on uncertain tax benefits as income tax expense. As of each year ended December 31, 2020 and 2019, before any tax benefits, we had $0.3 million of accrued interest and penalties on unrecognized tax benefits. During the next twelve months, we do not expect the resolution of any tax audits which could potentially reduce unrecognized tax benefits by a material amount. In addition, an expiration of the statute of limitations for a tax year in which we have recorded uncertain tax benefits will occur in the next twelve months. Federal and state income tax returns are generally subject to examination for a period of three to five years after filing of the respective returns. The state effect of any changes to filed federal positions remains subject to examination by various states for a period of up to two years after formal notification to the states. Note 11. Employee Benefit Plans Defined Contribution Plans Eligible employees participate in our defined contribution plans. Our 401(k) plan and supplemental plan provide for a matching contribution of a U.S. employee’s contributions and accruals, subject to predetermined limits. Avanos also has defined contribution pension plans for certain employees outside the U.S. in which eligible employees may participate. We recognized $7.9 million, $8.4 million and $7.6 million, respectively, of expense for our matching contributions to the 401(k) plan in the years ended December 31, 2020, 2019 and 2018, respectively. Our matching contributions to the 401(k) plan are recognized in cost of products sold, research and development and selling and general expenses in our consolidated income statements. Defined Benefit Plans Certain plans in our international operations are our direct obligation, and therefore, the related funded status has been recorded within our consolidated balance sheet. These plans are primarily unfunded and the aggregated projected benefit obligation was $4.9 million and $4.3 million as of December 31, 2020 and 2019, respectively. Net periodic pension cost for the years ended December 31, 2020, 2019 and 2018 was $0.7 million, $0.5 million and $0.6 million, respectively. Over the next ten years, we expect gross benefit payments to be $1.1 million in total for the years 2021 through 2025, and $3.4 million in total for the years 2026 through 2030. 48 Table of Contents Note 12. Accumulated Other Comprehensive Income The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions): Unrealized Translation Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Income Balance, December 31, 2017 Other comprehensive income Balance, December 31, 2018 Other comprehensive (loss) income Balance, December 31, 2019 Other comprehensive income (loss) Balance, December 31, 2020 $ $ (31.6) $ (2.7) (34.3) 2.8 (31.5) 3.8 (27.7) $ 0.8 $ (0.7) 0.1 — 0.1 (0.1) — $ (0.5) $ 1.0 0.5 (1.1) (0.6) 0.2 (0.4) $ The net changes in the components of AOCI, including the tax effect, are as follows (in millions): Unrealized translation Defined benefit pension plans Tax effect Defined benefit pension plans, net of tax Cash flow hedges Tax effect Cash flow hedges, net of tax Change in AOCI Note 13. Stock-Based Compensation 2020 Year Ended December 31, 2019 2018 $ 3.8 $ 2.8 $ 0.3 (0.1) 0.2 (0.1) — (0.1) (1.4) 0.3 (1.1) — — — $ 3.9 $ 1.7 $ (31.3) (2.4) (33.7) 1.7 (32.0) 3.9 (28.1) (2.7) 1.2 (0.2) 1.0 (1.0) 0.3 (0.7) (2.4) The Avanos Medical, Inc. Equity Participation Plan and the Avanos Medical, Inc. Outside Directors’ Compensation Plan (together, the “Equity Plans”) provide for awards of stock options, stock appreciation rights, restricted stock (and in certain limited cases, unrestricted stock), restricted stock units, performance units and cash awards to eligible employees (including officers who are employees), directors, advisors and consultants of Avanos or its subsidiaries. A maximum of 4.9 million shares of Avanos common stock may be issued under the Equity Plans, and there are 0.9 million shares remaining available for issuance as of December 31, 2020. The Avanos Medical, Inc. Employee Stock Purchase Plan (“ESPP”) allows for employee contributions to purchase shares of the Company’s common stock at a 15% discount off the closing price at the end of each offering periods. The ESPP is available to all employees meeting eligibility requirements as defined in the ESPP. Offering periods will generally be six month periods ending on June 30 and December 31 of each year. Employees may contribute up to 25% of their compensation, subject to a maximum of $25,000 into the ESPP each year. A maximum of 1 million common shares may be issued under the ESPP, and there are 0.9 million shares remaining available as of December 31, 2020. 49 Table of Contents Stock-based compensation expense is included in “Cost of products sold,” “Research and development,” and “Sales and general expenses.” Stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 is shown in the table below (in millions): Stock options Time-based restricted share units Performance-based restricted share units Employee stock purchase plan Total stock-based compensation 2020 Year Ended December 31, 2019 2018 $ $ 2.7 $ 6.3 2.8 0.3 12.1 $ 2.9 $ 3.7 3.8 0.1 10.5 $ 2.6 4.3 3.6 — 10.5 _____________________________________________________________ (1) The expense in the table above for the year ended December 31, 2018 does not include amounts allocated to discontinued operations.See Note 7 for stock-based compensation expense included in discontinued operations in 2018. Stock Options Stock options are granted at an exercise price equal to the fair market value of our common stock on the date of grant. Stock options are generally subject to graded vesting whereby options vest 30% at the end of each of the first two 12-month periods following the grant and 40% at the end of the third 12- month period and have a term of 10 years. The fair value of stock option awards was determined using a Black-Scholes option-pricing model utilizing a range of assumptions related to volatility, risk-free interest rate, expected term and dividend yield. Expected volatility was based on historical weekly closing stock price volatility for a peer group of companies. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The expected term was based on historical observed settlement behavior. The dividend yield was based on the expectation that no dividends are expected to be paid on our common stock. The weighted-average fair value of options granted in the years ended December 31, 2020, 2019 and 2018 was $9.82, $11.60, and $13.69, respectively, based on the following assumptions: Volatility Risk-free rate Expected term (Years) Dividend Yield A summary of stock option activity is presented below: Outstanding at December 31, 2019 Granted Exercises Forfeitures Outstanding at December 31, 2020 Vested and exercisable at December 31, 2020 2020 41% 0.3% 4 0% Year Ended December 31, 2019 30% 2.3% 4 0% 2018 26% 2.7% 4 0% Shares (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) 1,293 $ 360 (71) (109) 1,473 $ 953 $ 41.70 28.88 31.69 39.04 39.24 41.05 6.0 $ 4.5 $ 11.0 5.4 50 Table of Contents The following table summarizes information about options outstanding as of December 31, 2020: $25.00 $35.00 Range of Exercise Prices to to $45.00+ $35.00 $45.00 Options Outstanding Options Exercisable Shares (in thousands) 420 651 402 1,473 Weighted-Average Remaining Contractual Term (Years) 7.9 5.5 4.7 6.0 Shares (in thousands) Weighted-Average Exercise Price 110 $ 509 334 953 $ 30.11 38.87 47.96 41.05 Options with aggregate intrinsic values of $0.7 million, $1.4 million and $11.7 million were exercised in the years ending December 31, 2020, 2019 and 2018, respectively. The tax benefits from exercises were not material in 2020 or 2019. Options exercised in 2018 resulted in an excess tax benefit of $1.8 million. For stock options outstanding at December 31, 2020, we expect to recognize an additional $3.5 million of expense over the remaining average service period of one year. Restricted Share Units Restricted shares, time-vested restricted share units and performance-based restricted share units granted to employees and directors are valued at the closing market price of our common stock on the grant date with vesting conditions determined upon approval of the award. A summary of restricted share unit activity is presented below: Outstanding at December 31, 2019 Granted Vested Forfeited Outstanding at December 31, 2020 Shares (in thousands) Weighted Average Fair Value 339 $ 567 (99) (85) 722 $ 41.00 32.77 39.19 39.24 34.99 For restricted share units outstanding at December 31, 2020, we expect to recognize an additional $13.5 million of expense over the remaining average service period of two years. We also issue restricted share units for which vesting is conditioned on meeting a defined measure of total shareholder return (“TSR units”) over a restricted period of three years. Total shareholder return is measured as our stock price performance over the restricted period compared to defined group of peer companies. The expense recognition for TSR units differs from awards with service or performance conditions in that the expense is recognized over the restricted period regardless of whether the total shareholder return target is met or not, while expense for awards with service and performance conditions is recognized based on the number of awards expected to vest. The fair value of TSR units were determined using a Monte Carlo simulation with a volatility assumption based on the average stock-price volatility for a peer group of companies over the restricted period. No TSR units were awarded in the year ended December 31, 2020. The volatility assumption was 29% for awards granted in 2019 and 27% for awards granted in 2018. The weighted average fair value per TSR unit was $52.36 and $69.41 for awards granted in 2019 and 2018, respectively. A summary of TSR unit activity is presented below. Outstanding at December 31, 2019 Granted Vested Forfeited Outstanding at December 31, 2020 Shares (in thousands) Weighted Average Fair Value 367 $ — — (194) 173 $ 52.18 — — 45.58 59.61 For TSR units outstanding at December 31, 2020, we expect to recognize an additional $2.4 million of expense over the weighted average remaining restricted period of one year. 51 Table of Contents Note 14. Commitments and Contingencies Legal Matters We are subject to various legal proceedings, claims and governmental inspections, audits or investigations pertaining to issues such as contract disputes, product liability, tax matters, patents and trademarks, advertising, governmental regulations, employment and other matters, including the matters described below. Under the terms of the distribution agreement we entered into with Kimberly-Clark Corporation (“Kimberly-Clark”) prior to the spin-off, legal proceedings, claims and other liabilities that are primarily related to our business are our responsibility and we are obligated to indemnify and hold Kimberly-Clark harmless for such matters. As indicated below, with respect to the surgical gown-related matters and related indemnity actions, we have amicably resolved our dispute with Kimberly-Clark on a confidential basis and have agreed to dismiss the litigation between us, and we have no further indemnification or defense obligations to Kimberly-Clark for gown-related matters or indemnity actions, all as previously described in this footnote. Also, as indicated below, with respect to the Bahamas Surgery Center litigation, we have also amicably resolved that dispute on a confidential basis. For the years ended December 31, 2020, we incurred $27.5 million, which includes incremental amounts associated with a $25.0 million payment to resolve the dispute with Kimberly-Clark, as described under “Kimberly-Clark Corporation” below. In the years ended December 31, 2019 and 2018, we incurred $22.5 million and $15.6 million, respectively, related to these matters. Expenses incurred are included in “Other expense, net.” Surgical Gown Litigation and Related Matters Bahamas Surgery Center In the matter styled Bahamas Surgery Center, LLC v. Kimberly-Clark Corporation and Halyard Health, Inc., No. 2:14-cv-08390-DMG-SH (C.D. Cal.) (“Bahamas”), filed on October 29, 2014. The plaintiff brought a putative class action asserting claims for common law fraud (affirmative misrepresentation and fraudulent concealment) and violation of California’s Unfair Competition Law (“UCL”) in connection with our marketing and sale of MicroCool surgical gowns. On April 7, 2017, a jury returned a verdict for the plaintiff, finding that Kimberly-Clark was liable for $4 million in compensatory damages (not including prejudgment interest) and $350 million in punitive damages, and that Avanos was liable for $0.3 million in compensatory damages (not including prejudgment interest) and $100 million in punitive damages. Subsequently, the court also ruled on the plaintiff’s UCL claim and request for injunctive relief. The court found in favor of the plaintiff on the UCL claim but denied the plaintiff’s request for restitution. The court also denied the plaintiff’s request for injunctive relief. On May 25, 2017, we filed post-trial motions seeking, among other things to have the award of punitive damages reduced. On April 11, 2018, the court issued an Amended Judgment in favor of the plaintiff and against us and Kimberly-Clark that substantially reduced the punitive damages awards. Under the Amended Judgment, the judgment against us was $0.4 million in compensatory damages and pre-judgment interest and $1.3 million in punitive damages. The judgment against Kimberly-Clark was $3.9 million in compensatory damages, $2.9 million in pre-judgment interest and $19.4 million in punitive damages. On April 12, 2018, we filed a notice of appeal to the Ninth Circuit Court of Appeals. On July 23, 2020, the appellate court vacated the judgment against us and remanded the case to the district court with instructions to dismiss Avanos because Bahamas lacked standing to sue us. The appellate court also ruled that the district court abused its discretion by failing to decertify the class as defined and, therefore, vacated the judgment against Kimberly-Clark and remanded it to the trial court for further proceedings consistent with its ruling. On August 6, 2020, Bahamas petitioned the Ninth Circuit for a rehearing en banc, and on September 9, 2020, the appellate court denied their petition. On October 19, 2020, the trial court ordered that the entire case against Avanos is dismissed, the judgment against Kimberly-Clark is vacated, and the class claims are decertified. On November 11, 2020, we, Bahamas and Kimberly-Clark amicably resolved the dispute among us on a confidential basis. Accordingly, on that same day, the parties filed a joint stipulation of dismissal with prejudice. Kimberly-Clark Corporation We notified Kimberly-Clark that we reserved our rights to challenge any purported obligation to indemnify Kimberly-Clark for punitive damages awarded against them. In connection with our reservation of rights, on May 1, 2017, we filed a complaint in the matter styled Halyard Health, Inc. v. Kimberly- Clark Corporation, Case No. BC659662 (County of Los Angeles, Superior Court of California). In that case, we sought a declaratory judgment that we have no obligation, under the Distribution Agreement or otherwise, to indemnify, pay, reimburse, assume, or otherwise cover punitive damages assessed against Kimberly-Clark in the Bahamas matter, or any Expenses or Losses (as defined in the Distribution Agreement) associated with an award of punitive damages. On May 2, 2017, Kimberly-Clark filed a complaint in the matter styled Kimberly-Clark Corporation v. Halyard Health, Inc., Case No. 2017- 0332-AGB (Court of Chancery of the State of Delaware). In that case, Kimberly-Clark sought a declaratory judgment that (1) we must indemnify them for all damages, including punitive damages, assessed against them in the Bahamas matter, (2) we have anticipatorily and materially breached the Distribution Agreement by 52 Table of Contents our failure to indemnify them, and (3) we are estopped from asserting, or have otherwise waived, any claim that we are not required to indemnify them for all damages, including punitive damages, that may be awarded in the Bahamas matter. On May 26, 2017, we moved to dismiss or stay Kimberly-Clark’s Delaware complaint, and on June 16, 2017, Kimberly-Clark moved for summary judgment. On September 12, 2017, the Delaware court granted our motion to stay Kimberly-Clark’s complaint and therefore did not take any action on Kimberly-Clark’s motion for summary judgment. On May 30, 2018, Kimberly-Clark moved to quash service of summons we served on Kimberly-Clark in California for lack of personal jurisdiction. On December 12, 2018, the court granted Kimberly-Clark’s motion. On December 18, 2018, we filed a notice of appeal to the California Court of Appeal. On December 6, 2019, the appellate court affirmed the lower court’s ruling, finding that it did not have personal jurisdiction over Kimberly-Clark. On September 4, 2020, Kimberly-Clark filed a Second Amended Complaint, which made substantially similar allegations as their previous complaint and sought a declaratory judgment on substantially similar grounds for the Bahamas matter and other actions they alleged to be covered by the Distribution Agreement. Also on September 4, 2020, Kimberly-Clark filed a motion for summary judgment. On October 9, 2020, we filed a motion to dismiss their Second Amended Complaint and a motion for summary judgment. On December 10, 2020, we and Kimberly-Clark amicably resolved the gown-related disputes between us on a confidential basis (“Settlement Agreement”). Accordingly, on December 21, 2020, Kimberly-Clark filed a stipulation of dismissal with prejudice, and on that same day the court granted the dismissal. Under the terms of the Settlement Agreement, we have no further indemnification or defense obligations to Kimberly-Clark for the gown-related matters, including the matter styled U.S. ex rel. Shahinian, et al. v. Kimberly-Clark Corporation, No. 2:14-cv-08313-JAK-JPR (C. D. Cal.) (“Shahinian”), filed on October 27, 2014. Government Investigation In June 2015, we were served with a subpoena from the Department of Veterans Affairs Office of the Inspector General (“VA OIG”) seeking information related to the design, manufacture, testing, sale and promotion of MicroCool and other Company surgical gowns, and, in July 2015, we also became aware that the subpoena and an earlier VA OIG subpoena served on Kimberly-Clark requesting information about gown sales to the federal government are related to a United States Department of Justice (“DOJ”) investigation. In May 2016, April 2017 and September 2018, we received additional subpoenas from the DOJ seeking further information related to Company gowns. The Company is cooperating with the DOJ investigation. Patent Litigation We operate in an industry characterized by extensive patent litigation and competitors may claim that our products infringe upon their intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require us to make significant royalty payments in order to continue selling the affected products. At any given time we may be involved as either a plaintiff or a defendant in a number of patent infringement actions, the outcomes of which may not be known for prolonged periods of time. On November 4, 2019, we filed the matter styled Avanos Medical Sales LLC v Medtronic Sofamor Danek USA, Inc., et al. (No. 2:19-cv-02754-JMP-TMP (W.D. Tenn.), alleging that Medtronic’s manufacture, marketing, sale, and importation of the Accurian system infringes certain claims of U.S. Patent 8,822,755. Medtronic’s motion to dismiss was denied. On June 1, 2020, Medtronic petitioned the U.S. Patent and Trademark Office (“USPTO”) for an inter partes review (“IPR”) of the patent at issue in the litigation. On October 23, 2020, the USPTO instituted an IPR. The IPR will not affect Avanos’s ability to manufacture, market or sell the products covered by the underlying patent. We will continue to vigorously prosecute and defend the litigation and IPR. General While we maintain general and professional liability, product liability and other insurance, our insurance policies may not cover all of these matters and may not fully cover liabilities arising out of these matters. In addition, we may be obligated to indemnify our directors and officers against these matters. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. For any matters that are reasonably possible to result in loss and for which no possible loss or range of loss is disclosed in this report, management has determined that it is unable to estimate the possible loss or range of loss because, in each case, at least the following facts applied: (a) early stage of the proceedings; (b) indeterminate (or unspecified) damages; and (c) significant factual issues yet to be resolved, or such amounts have been determined to be immaterial. At present, although the results of litigation and claims cannot be predicted with certainty, we believe that the ultimate resolution of these matters will not materially impact our liquidity, access to capital markets or ability to conduct our daily operations. 53 Table of Contents As of December 31, 2020, we have an accrued liability for the matters described herein, and reasonably possible losses have been disclosed. The accrued liability is included in “Accrued Expenses” in the accompanying consolidated balance sheet. Our estimate of these liabilities is based on facts and circumstances existing at this time, along with other variables. Factors that may affect our estimate include, but are not limited to: (i) changes in the number of lawsuits filed against us, including the potential for similar, duplicate or “copycat” lawsuits filed in multiple jurisdictions, including lawsuits that bring causes or action or allege violations of law with regard to additional products; (ii) changes in the legal costs of defending such claims; (iii) changes in the nature of the lawsuits filed against us, (iv) changes in the applicable law governing any legal claims against us; (v) a determination that our assumptions used in estimating the liability are no longer reasonable; and (vi) the uncertainties associated with the judicial process, including adverse judgments rendered by courts or juries. Thus, the actual amount of these liabilities for existing and future claims could be materially different than the accrued amount. Additionally, the above matters, regardless of the outcome, could disrupt our business and result in substantial costs and diversion of management attention. Environmental Compliance We are subject to federal, state and local environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. None of our compliance obligations with environmental protection laws and regulations, individually or in the aggregate, is expected to have a material adverse effect on our business, financial condition, results of operations or liquidity. Note 15. Earnings Per Share (“EPS”) Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated by dividing net income by the number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period, as determined using the treasury stock method. The calculation of basic and diluted EPS for each of the three years ended December 31, 2020, 2019 and 2018 is set forth in the following table (in millions, except per share amounts): Loss from continuing operations Income from discontinued operations, net of tax Net (loss) income Weighted Average Shares Outstanding: Basic weighted average shares outstanding Dilutive effect of stock options and restricted share unit awards Diluted weighted average shares outstanding Earnings (Loss) Per Share: Basic: Continuing Operations Discontinued Operations Basic (Loss) Earnings Per Share Diluted: Continuing operations Discontinued operations Diluted (Loss) Earnings Per Share 54 2020 Year Ended December 31, 2019 2018 (27.2) $ — (27.2) $ (45.9) $ — (45.9) $ 47.8 — 47.8 (0.57) $ — (0.57) $ (0.57) $ — (0.57) $ 47.6 — 47.6 (0.96) $ — (0.96) $ (0.96) $ — (0.96) $ (8.5) 66.0 57.5 47.2 — 47.2 (0.18) 1.40 1.22 (0.18) 1.40 1.22 $ $ $ $ $ $ Table of Contents Restricted share units (“RSUs”) contain provisions allowing for the equivalent of any dividends paid on common stock during the restricted period to be reinvested into additional RSUs at the then fair market value of the common stock on the date dividends are paid. Such awards are to be included in the EPS calculation under the two-class method. Currently we do not anticipate any cash dividends for the foreseeable future and our outstanding RSU awards are not material in comparison to our weighted average shares outstanding. Accordingly, all EPS amounts reflect shares as if they were fully vested and the disclosures associated with the two-class method are not presented herein. For the year ended December 31, 2020, 1.7 million of potentially dilutive stock options and restricted share unit awards were excluded from the computation of earnings per share as their effect would have been anti-dilutive. Note 16. Business and Products Information We conduct our business in one operating and reportable segment that provides our medical device products to healthcare providers and patients in more than 90 countries with manufacturing facilities in the United States, Mexico, France and Tunisia. We provide a portfolio of innovative product offerings focused on pain management and respiratory and digestive health to improve patient outcomes and reduce the cost of care. Our management evaluates net sales by product category within our single reportable segment as follows (in millions): Chronic care Pain management Total Net Sales 2020 Year Ended December 31, 2019 2018 $ $ 471.2 $ 243.6 714.8 $ 413.7 $ 283.9 697.6 $ 386.0 266.3 652.3 Chronic care is focused on (i) digestive health products such as our Mic-Key enteral feeding tubes and Corpak patient feeding solutions and (ii) respiratory health products such as our Ballard closed airway suction systems and oral care kits. Pain management is focused on non-opioid solutions including (i) acute pain products such as On-Q and ambIT surgical pain pumps and Game Ready cold and compression therapy systems and (ii) interventional pain solutions, which provides minimally invasive pain relieving therapies, such as our Coolief pain therapy. For the year ended December 31, 2020, 2019 and 2018, net sales to external customers in the United States were $482 million, $481 million and $457 million, respectively. Globally, two customers accounted for 10% or more of our consolidated net sales in the year ended December 31, 2020. No customers accounted for 10% of consolidated net sales in 2019 and one customer accounted for approximately 10% of consolidated net sales in 2018. Due to the nature of our business, we receive purchase orders for products under supply agreements which are normally fulfilled within three to four weeks. Our performance obligations under purchase orders are satisfied and revenue is recognized at a point in time, which is upon shipment or upon delivery of our products, depending on shipping terms. Accordingly, we normally do not have transactions that give rise to material unfulfilled performance obligations. Property, plant and equipment held domestically and in foreign countries is as follows (in millions): Domestic Foreign Total Property, Plant and Equipment 55 As of December 31, 2020 2019 $ $ 110.0 $ 65.3 175.3 $ 123.1 61.4 184.5 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Avanos Medical, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Avanos Medical, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019,the related consolidated statements of income, comprehensive (loss) income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cashflows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Net Sales / Accrued rebate expense — Refer to Notes 1 and 4 to the consolidated financial statements Critical Audit Matter Description The Company generally distributes its products through wholesale distributors, and in many cases, discounts to the net selling prices are determined based on the contractual arrangements that the Company has with its end-user groups’ purchasing organizations. The Company’s contracts provide for variable consideration, including rebates. Sales are reported net of distributor rebates which are estimated based on the historical difference between list prices and average end user contract prices. Total rebates due to customers that were accrued but not settled as of December 31, 2020 was $22.5 million. The Company must make certain judgments to estimate the liability for rebates as of the fiscal year end. The judgment of determining the liability includes estimating the quantity of products to be sold to end-user customers and determining the difference in the product’s list price and the average end-user customers’ prices. Due to the extent of subjectivity in management’s estimation, our audit in this area involves especially subjective judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates of rebates included the following, among others: 56 Table of Contents • We tested effectiveness of controls related to the accounting for rebates including those over the estimates of quantity of products to be sold to end-user customers and the difference in the product’s list price and the average end-user prices; • We tested the accuracy and evaluated the relevance of the historical rebate data as an input to the estimated rebates by agreeing rebate rates to contractual arrangements; • We conducted historical trend analysis of rebates paid as a percentage of gross sales • We performed a comparison of historical rebates paid compared to rebates recorded to evaluate management’s historical estimates. • We evaluated whether the estimated rebates were consistent with evidence obtained in other areas of the audit. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Atlanta, Georgia February 19, 2021 We have served as the Company’s auditor since 2013. 57 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. The term "disclosure controls and procedures," as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (or the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our chief executive officer and chief financial officer believe that, as of December 31, 2020, our disclosure controls and procedures were effective. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020. Management’s evaluation was based on the criteria related to internal control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020. Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued a report, included herein, on the effectiveness of the Company's internal control over financial reporting as of December 31, 2020. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 58 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Avanos Medical, Inc. Atlanta, GA Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Avanos Medical, Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 19, 2021, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Atlanta, Georgia February 19, 2021 59 Table of Contents ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following sections of our 2021 Proxy Statement for the Annual Meeting of Stockholders (the “2021 Proxy Statement”) are incorporated in this Item 10 by reference: • • • • • “The Nominees” and “Directors Continuing in Office” under “Proposal 1. Election of Directors,” which identifies our directors and nominees for our Board of Directors. “Other Information—Section 16(a) Beneficial Ownership Reporting Compliance.” “Corporate Governance—Other Corporate Governance Policies and Practices–Code of Conduct,” which describes our Code of Conduct. “Other Information—Stockholder Nominations for Board of Directors,” which describes the procedures by which stockholders may nominate candidates for election to our Board of Directors. “Corporate Governance—Board Committees–Audit Committee,” which identifies members of the Audit Committee of our Board of Directors and an audit committee financial expert. Information regarding our executive officers is reported under the caption “Executive Officers of the Registrant” in Part I of this Report. We believe we are in compliance with all applicable corporate governance requirements of the New York Stock Exchange, the Securities and Exchange Commission, the Sarbanes-Oxley Act of 2002 and the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that have become effective as of the date of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information in the sections of the 2021 Proxy Statement captioned “Compensation Discussion and Analysis,” “Compensation Tables,” “Director Compensation” and “Corporate Governance—Compensation Committee Interlocks and Insider Participation” is incorporated in this Item 11 by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information in the section of the 2021 Proxy Statement captioned “Other Information—Security Ownership Information” is incorporated in this Item 12 by reference. Equity Compensation Plan Information The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our equity compensation plans as of December 31, 2020. Equity compensation plans approved by stockholders (1) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (in thousands) (a) 2,368 (2) Weighted average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) $39.24 867 (1) Includes (a) the Avanos Medical, Inc. Equity Participation Plan (the “Employee Plan”), effective November 1, 2014 and (b) the Avanos Medical, Inc. Outside Directors’ Compensation Plan, effective November 1, 2014 (the “Director Plan”). (2) Includes 503 restricted share units granted under the Employee Plan (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met; actual shares issued may vary, depending on actual performance). Upon vesting, a share of Avanos common stock is issued for each restricted share unit. Column (a) also includes 392 restricted share units granted under the Director Plan. Under the Director Plan, upon retirement from, or any other termination of service from the Board, a share of Avanos common stock is issued for each restricted share unit. Column (b) does not take these awards into account because they do not have an exercise price. 60 Table of Contents Avanos Medical, Inc. Outside Directors’ Compensation Plan In 2014, our Board of Directors and our stockholders approved the Director Plan. A maximum of 400,000 shares of our common stock is available for grant under this plan. The Board may grant awards in the form of stock options, stock appreciation rights, restricted stock, restricted share units or any combination of cash, stock options, stock appreciation rights, restricted stock or restricted share units under this plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information in the sections of the 2021 Proxy Statement captioned “Other Information—Transactions with Related Persons” and “Corporate Governance—Director Independence” is incorporated in this Item 13 by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information in the sections of the 2021 Proxy Statement captioned “Principal Accounting Firm Fees” and “Audit Committee Approval of Audit and Non-Audit Services” under “Proposal 2. Ratification of Auditors” is incorporated in this Item 14 by reference. 61 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report. 1. Financial statements. The financial statements are set forth under Item 8 of this report on Form 10-K. 2. Financial statement schedules. The following information is filed as part of this Form 10-K and should be read in conjunction with the financial statements contained in Item 8: • Report of Independent Registered Public Accounting Firm All other schedules have been omitted because they were not applicable or because the required information has been included in the financial statements or notes thereto. 3. Exhibits Exhibit Number Description 2.1 Distribution Agreement, dated October 31, 2014, by and between Halyard Health, Inc. and Kimberly-Clark Corporation, incorporated by reference to Exhibit 2.1 of our Current Report filed on November 4, 2014 3.1 Second Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on May 6, 2020 3.2 Sixth Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed on May 6, 2020 4.1 Credit Agreement, dated October 31, 2014, by and among Halyard Health, Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, Citibank, N.A., as revolver administrative agent and swing-line lender, and the other parties thereto, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on November 4, 2014. 4.2 Indenture (including form of notes), dated October 17, 2014, between Halyard Health, Inc., as the Issuer, and Deutsche Bank Trust Company Americas, as trustee, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 21, 2014 4.3 Supplemental Indenture, dated October 31, 2014, by and among Avent, Inc., Halyard Healthcare, Inc., Halyard Sales, LLC, Halyard North Carolina, Inc., as the guaranteeing subsidiaries, Halyard Health, Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, incorporated by reference to Exhibit (4)c to our Registration Statement on Form S-4 filed on July 22, 2015 4.4 Description of Avanos Medical, Inc. Securities, filed herewith *10.1 Employment Offer Letter dated July 30, 2014 for John Wesley, incorporated by reference to Exhibit 10.7 to our Form 10 filed on August 28, 2014 *10.2 Employment Offer Letter dated June 20, 2017 for Joseph Woody, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2017 *10.3 Employment Offer Letter dated March 22, 2018 for Arjun Sarker, incorporated by reference to Exhibit 10.1(a) to our Quarterly Report on Form 10-Q filed on May 2, 2018 *10.4 Employment Offer Letter dated December 12, 2019 for Michael Greiner, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 30, 2019 *10.5 Employment Offer Letter dated July 21, 2010 for William Haydon, incorporated by reference to Exhibit 10.1(a) to our Quarterly Report on Form 10-Q filed on November 3, 2020 *10.6 Halyard Health, Inc. Equity Participation Plan, effective as of November 1, 2014, incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on November 4, 2014 *10.7 Form of Award Agreement related to Halyard Health, Inc. Equity Participation Plan, incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K filed on November 4, 2014 *10.8 Form of Award Agreements, as amended, related to Halyard Health, Inc. Equity Participation Plan, filed herewith 62 Table of Contents Exhibit Number Description *10.9 Halyard Health, Inc. Outside Directors’ Compensation Plan, effective as of November 1, 2014, incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on November 4, 2014 *10.10 Form of Terms and Conditions of Awards under the Halyard Health, Inc. Outside Directors’ Compensation Plan, incorporated by reference to Exhibit 10.11 to our Current Report on Form 8-K filed on November 4, 2014 *10.11 Halyard Health, Inc. Amended and Restated Executive Severance Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 31, 2017 *10.12 Halyard Health, Inc. Amended and Restated Severance Pay Plan, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 31, 2017 *10.13 Avanos Medical, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed on August 7, 2019 21 Subsidiaries of the Corporation, filed herewith. 23 Consent of Independent Registered Public Accounting Firm, filed herewith. 24 Powers of Attorney, filed herewith. 31(a) Section 302 CEO Certification 31(b) Section 302 CFO Certification 32(a) Section 906 CEO Certification 32(b) Section 906 CFO Certification 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document *Management contracts, compensatory plans or arrangements 63 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES February 19, 2021 AVANOS MEDICAL, INC. By: /s/ Michael C. Greiner Michael C. Greiner Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Joseph F. Woody Joseph F. Woody /s/ Michael C. Greiner Michael C. Greiner /s/ Renato Negro Renato Negro Chief Executive Officer and Director (principal executive officer) Senior Vice President and Chief Financial Officer (principal financial officer) Vice President and Controller (principal accounting officer) Directors Gary D. Blackford John P. Byrnes Heidi Kunz William A. Hawkins III Patrick J. O’Leary Maria Sainz Dr. Julie Shimer 64 By: /s/ S. Ross Mansbach S. Ross Mansbach Attorney-in-Fact February 19, 2021 February 19, 2021 February 19, 2021 February 19, 2021 Exhibit 4.4 Description of Avanos Medical, Inc. Securities All references to “Avanos,” “Company,” “we,” “us” and “our” refer to Avanos Medical, Inc. General Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred stock, par value $0.01 per share. Additionally, 4,500,000 shares of common stock are authorized for issuance under the Avanos Medical Equity Participation Plan, 1,000,000 shares of common stock are authorized for issuance under the Avanos Medical, Inc. Employee Stock Purchase Plan and 400,000 shares are authorized for issuance under the Avanos Medical, Inc. Outside Directors Compensation Plan. The summaries below do not purport to be complete statements of the relevant provisions of our Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) or our Sixth Amended and Restated Bylaws of the Company (“Bylaws”). You should read our Certificate of Incorporation and Bylaws, together with the applicable provisions of Delaware law for additional information on our capital stock. Common Stock The holders of our common stock are entitled to one vote per share of common stock held on all matters voted on by our stockholders, and, subject to preferences that may be applicable to any outstanding preferred stock as provided in any resolution adopted by our Board of Directors, the holders of common stock possess all voting power. There are no cumulative voting rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, subject to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock would be entitled to share ratably in all assets available for distribution to stockholders. The holders of Avanos common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of holders of common stock will be subject to, and may be adversely affected by, the rights of holders of shares of any outstanding preferred stock that may be issued from time to time in the future. Preferred Stock Our Certificate of Incorporation authorizes our Board of Directors, without the approval of our stockholders, to fix the designation, powers, preferences and rights of one or more series of preferred stock, which may be greater than those of our common stock. Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws and of Delaware Law Our Certificate of Incorporation and Bylaws contain certain provisions that could make the acquisition of the Company by means of a tender offer, proxy contest or otherwise more difficult. The description of these provisions set forth below is intended as a summary only. Classified Board of Directors Our Certificate of Incorporation and Bylaws provide that until the election of directors at the annual meeting of stockholders in 2023, our Board of Directors, subject to the rights of holders of our preferred stock, is divided into three classes. Beginning at the 2021 annual meeting of stockholders, directors are elected annually for one year terms, except that the term of office of the classes of directors whose term expires at the 2022 annual meeting of stockholders or the 2023 annual meeting of stockholders will continue until the end of their scheduled terms. Beginning with the 2023 annual meeting of stockholders, the classification of directors terminates and all of the directors will be elected annually to serve for a one-year term, with each director to hold office until his successor is duly elected and qualified. Until the 2023 annual meeting of stockholders, the classified structure of electing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us because the staggered terms, together with the removal and vacancy provisions contained in our Certificate of Incorporation discussed below, would make it more difficult for a potential acquiror to gain control of our Board of Directors. Number of Directors; Filling Vacancies; Removal of Directors Our Certificate of Incorporation provides that, subject to the rights of holders of any series of outstanding preferred stock, if any, the number of directors on our Board of Directors is fixed exclusively by the Board of Directors. Additionally, subject to the rights of holders of any series of outstanding preferred stock, if any, only our Board of Directors is able to fill any vacancies resulting in our Board of Directors. Exhibit 4.4 Subject to the rights of holders of our preferred stock, our Bylaws provide that, until the election of directors at the 2023 annual meeting of stockholders, a director may only be removed from office for cause and by the affirmative vote of holders of record of a majority of outstanding shares entitled to vote generally in the election of directors, voting together as a single class. Following the election of directors at our 2023 annual meeting of stockholders, a director may be removed with or without cause by the affirmative vote of holders of a majority of the outstanding shares entitled to vote generally in the election of directors. No Stockholder Action by Written Consent; Special Meetings Our Certificate of Incorporation and Bylaws provide that, subject to the rights of holders of any series of outstanding preferred stock, if any, any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing of such stockholders. Special meetings may be called only by our Board of Directors pursuant to a resolution adopted by the Board of Directors, by the Chairman of our Board of Directors or by our Chief Executive Officer. These provisions may have the effect of delaying consideration of stockholder proposal until the next annual meeting unless a special meeting is called by our Board of Directors, the Chairman of our Board of Directors or our Chief Executive Officer. Advance Notice of Stockholder Nominations and Stockholder Proposals Our Bylaws establish advance notice procedures for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of the stockholders. The business to be conducted at an annual meeting will be limited to business brought before the meeting by, or at the direction of, our Board of Directors or by a stockholder who has given timely written notice to our Corporate Secretary of that stockholder’s intention to bring such business before such meeting. Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election to our Board of Directors. In order for any matter to be “properly brought” before a meeting, a stockholder must comply with advance notice requirements and provide us with certain information. Our Bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of the Company. Undesignated Preferred Stock Our Certificate of Incorporation authorizes our Board of Directors, without the approval of our stockholders, to fix the designation, powers, preferences and rights of one or more series of preferred stock, which may be greater than those of our common stock. The issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, could be used to discourage an unsolicited acquisition proposal. In addition, under some circumstances, the issuance of preferred stock could adversely affect the voting power of our common stockholders. No Cumulative Voting Delaware law provides that stockholders are denied the right to cumulate votes in the election of directors unless the company’s Certificate of Incorporation provides otherwise. Our Certificate of Incorporation does not provide for cumulative voting. Amendment of the Certificate of Incorporation and Bylaws Our Certificate of Incorporation provides that the affirmative vote of holders of record representing at least two-thirds of all shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, is required to amend, alter, repeal or adopt any provision relating to: • • • • • • • • our Board of Directors’ ability to establish a series and issue shares of preferred stock, the supermajority voting requirements to approve our liquidation, the transfer of all or substantially all of our assets, or the adoption of an agreement of merger or consolidation, as discussed below, the inability of our stockholders to take action by written consent, the calling of special stockholder meetings the number, powers, term, election and vacancy procedures of our Board of Directors, the limitations on liability of our directors, exclusive forum and jurisdiction provisions related to certain actions, and the percentage of voting power required to amend, alter or repeal, or adopt any provision inconsistent with, the above provisions of our Certificate of Incorporation, Exhibit 4.4 unless such amendment, alteration, repeal or adoption of such provision was declared advisable by resolution of the Board of Directors. In addition, the affirmative vote of at least 80% of all shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, is required to amend, alter or repeal the Bylaws or adopt any new bylaws, or to approve any amendment, alteration or repeal of, or adopt any provision inconsistent with, the provision requiring such 80% affirmative vote requirement (unless such amendment, alteration, repeal or adoption of such provision was declared advisable by resolution of the Board of Directors). The affirmative vote of the holders of a majority of the voting power is required to amend all other provisions of our Certificate of Incorporation. Our Certificate of Incorporation also provides that our Board of Directors may amend, alter or repeal our Bylaws or adopt new bylaws. Supermajority Voting Requirements In addition to the supermajority voting requirements to amend our Certificate of Incorporation and Bylaws as discussed above, our Certificate of Incorporation requires that the affirmative vote of holders of two-thirds of all shares of capital stock then entitled to vote is required to approve the following matters (unless such matters were declared advisable by resolution of the Board of Directors): • • • our liquidation, the sale, lease, exchange or conveyance of all or substantially all of our property and assets, and the adoption of an agreement of merger or consolidation, unless no stockholder approval would be required under the laws of the State of Delaware. Delaware Anti-Takeover Statute We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover statute. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by our stockholders. Exhibit 10.8 AVANOS MEDICAL, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT AVANOS MEDICAL, INC., a Delaware corporation (hereinafter called the "Corporation"), has granted to the participant (the “Participant) named in the Notification of Grant Award provided on the Fidelity Stock Plan Services (“Fidelity”) site, or any successor system (the “Grant Notice”) an option to purchase shares of Common Stock of the Company pursuant to the terms set forth in (a) the AVANOS MEDICAL, INC. Equity Participation Plan (the “Plan”) and (b) this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement. Capitalized terms used but not defined in this Award Agreement shall have the meanings specified in the Plan. W I T N E S S E T H: WHEREAS, the Corporation has adopted the Plan to aid in attracting and retaining highly qualified personnel and to encourage those persons who materially contribute, by managerial, scientific or other innovative means, to the success of the Corporation or of an Affiliate, to acquire an ownership interest in the Corporation, thereby increasing their motivation for and interest in the Corporation's or the Affiliate's long-term success; NOW, THEREFORE, it is agreed as follows: 1. Number of Shares Optioned; Option Price. The Corporation hereby grants to Participant the right and option to purchase, at the purchase price set forth in the Grant Notice, the number of shares set forth in the Grant Notice subject to the terms, conditions and restrictions set forth in this Award Agreement, the Grant Notice and the Plan. This option shall not be an incentive stock option within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). 2. Exercise of Option. (a) Limitations on Exercise. This option is subject to the Participant’s continuous employment or service with the Corporation or an Affiliate according to the schedule set forth in the Grant Notice, and except as otherwise set forth herein is subject to forfeiture if the Participant’s employment or services is terminated prior to the dates set forth or described in such schedule. Notwithstanding the foregoing, this option shall become exercisable immediately in the event of a termination of the Participant’s employment or service due to death, Total and Permanent Disability, Qualified Termination of Service, or Retirement without regard to the limitations set forth below in this subsection. If the Participant's employment or service is terminated for any reason other than death, Total and Permanent Disability, Qualified Termination of Service, or Retirement, this option shall only be exercisable for three months following such 1 of 69 Exhibit 10.8 termination. In no event, however, may this option be exercised more than ten (10) years after the Grant Date. If the Participant's employment or service is terminated for any reason other than death, Total and Permanent Disability, Qualified Termination of Service, or Retirement, this option shall only be exercisable for the number of shares which were exercisable on the date of such termination. A termination of employment or service shall not be deemed to have occurred while the Participant is on military leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment or return to service with the Corporation or an Affiliate under an applicable statute or by contract. For purposes of this subparagraph, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Corporation or an Affiliate. If the period of leave exceeds six months and the Participant does not retain a right to reemployment or return to service under an applicable statute or by contract, the employment or service relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing sentence, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or service or any substantially similar position of employment or service, a 29-month period of absence is substituted for such six-month period in determining whether a termination of employment or service shall be deemed to have occurred. A termination of employment or service with the Corporation or an Affiliate to accept immediate reemployment or return to service with the Corporation or an Affiliate likewise shall not be deemed to be a termination of employment or service for purposes of the Plan. A Participant who is classified as an intermittent employee, consultant or advisor shall be deemed to have a termination of employment or service for purposes of the Plan. (b) Exercise after Death or Disability. If the Participant’s employment or service is terminated due to the Participant’s death or Total and Permanent Disability, without this option having been exercised in full, the remaining portion of this option, determined without regard to the limitations in subsection 2(a), may be exercised within the earlier of (i) three years from the date of death or Total and Permanent Disability, or (ii) the remaining period of this option. In the case of a Participant who dies, this option may be exercised by the person or persons to whom the Participant's rights under this option shall pass by will or by 2 of 69 Exhibit 10.8 (c) (d) (e) (f) applicable law or, if no such person has such rights, by his executor or administrator. Exercise after Qualified Termination of Service. In the event of a Qualified Termination of Service of the Participant, without this option having been exercised in full, the remaining portion of this option, determined without regard to the limitations in subsection 2(a), may be exercised within the earlier of (i) five years from the date of the Qualified Termination of Service of the Participant, or (ii) the remaining period of this option. Notwithstanding the above, the Committee may, in its sole discretion, determine that the option will be settled in cash in connection with a Change of Control, or in such other manner as the Committee deems fair and equitable. Exercise after Retirement. If the Participant’s employment or service is terminated due to the Participant’s Retirement, without this option having been exercised in full, the remaining portion of the option, determined without regard to the limitations in subsection 2(a), may be exercised within the earlier of (i) five years from the date of Retirement, or (ii) the remaining period of this option. Notwithstanding the above, if the Corporation receives an opinion of counsel that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable Retirement treatment that applies to this option pursuant to this subsection (d) being deemed unlawful and/or discriminatory, then the Corporation will not apply the favorable Retirement treatment at the time of termination and this option will be treated as it would under the rules that apply if the Participant’s employment is terminated under the remaining rules of subsections 2(a) and 2(b). Method of Exercise. This option shall be exercised by delivering to Fidelity, or other authorized agent of the Corporation, as set forth in their terms and conditions of exercise, written notice of the number of shares with respect to which option rights are being exercised and by paying in full the option price of the shares at the time being acquired. Payment may be made in cash, pursuant to a “cashless exercise” arrangement permitted by the Committee in its sole discretion, or, for U.S. Participants only, in shares of the Corporation's common stock as set forth in the terms and conditions of exercise. The date of exercise shall be deemed to be the date of receipt of the written notice and payment for the shares being purchased. The Participant shall have none of the rights of a stockholder with respect to shares covered by such options until the Participant becomes record holder of such shares. Payment of Withholding Taxes. No shares of common stock may be purchased under this option, unless prior to or simultaneously with such purchase, (i) the Participant or (ii) in the event of his death, the person succeeding to his rights hereunder, pay to the Corporation or the Affiliate, as applicable, such amount as the Corporation advises is required under applicable federal, state or local laws to withhold and pay over to governmental taxing authorities in relation to this 3 of 69 Exhibit 10.8 option. Unless otherwise determined by the Committee, payment of required withholding taxes may be made with shares of the Corporation's common stock which otherwise would be distributable upon exercise of the option, pursuant to the rules of the Committee. 3. Nontransferability. Except as may otherwise be provided by the Committee, this option shall be transferable only by will or by the laws of descent and distribution, and during the Participant's lifetime shall be exercisable only by him or her. 4. Compliance with Law. No shares of common stock may be purchased under this option, unless prior to the purchase thereof, the Corporation shall have received an opinion of counsel to the effect that the issuance and sale of such shares by the Corporation to the Participant will not constitute a violation of the U.S. Securities Act of 1933, as amended. As a condition of exercise, the Participant shall, if requested by the Corporation, submit a written statement in form satisfactory to counsel for the Corporation, to the effect that any shares of common stock purchased upon exercise of this option will be purchased for investment and not with a view to the distribution thereof within the meaning of the U.S. Securities Act of 1933, as amended, and the Corporation shall have the right, in its discretion, to cause the certificates representing shares of common stock purchased hereunder to be appropriately legended to refer to such undertaking or to any legal restrictions imposed upon the transferability thereof by reason of such undertaking. The option granted hereby is subject to the condition that if the listing, registration or qualification of the shares subject hereto on any securities exchange or under any state or federal law, or if the consent or approval of any regulatory body shall be necessary as a condition of, or in connection with, the granting of the option or the delivery or purchase of shares thereunder, such option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. The Corporation agrees to use its best efforts to obtain any such requisite listing, registration, qualification, consent or approval. 5. No Right of Continued Service. The granting of this option does not confer upon the Participant any legal right to be continued in the employ or service of the Corporation or its Affiliates, and the Corporation and its Affiliates reserve the right to discharge the Participant whenever the interest of the Corporation or its Affiliates may so require without liability to the Corporation or its Affiliates, the Board of Directors of the Corporation or its Affiliates, or the Committee, except as to any rights which may be expressly conferred on the Participant under this option. 6. Discretion of the Corporation, Board of Directors and the Committee. Any decision made or action taken by the Corporation or by the Board of Directors of the Corporation or by the Committee arising out of or in connection with the construction, administration, interpretation and effect of this option shall be within the absolute discretion of the Corporation, the Board of Directors of the Corporation or the Committee, as the case may be, and shall be conclusive and binding upon all persons. 4 of 69 Exhibit 10.8 7. Amendments. The Committee may at any time alter or amend this option to the extent (1) permitted by law, (2) permitted by the rules of any stock exchange on which the common stock or any other security of the Corporation is listed, (3) permitted under applicable provisions of the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as amended (including rule 16b-3 thereof), and (4) that such action would not result in the disallowance of a deduction to the Corporation under Section 162(m) of the Code or any successor section (including the rules and regulations promulgated thereunder). Notwithstanding anything to the contrary contained herein, the Committee may not take any action that would result in any amount payable under this option qualifying as "applicable employee remuneration" as so defined for purposes of Section 162(m) of the Code. 8. Inalienability of Benefits and Interest. This option and the rights and privileges conferred hereby shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void and no such benefit or interest shall be in any manner liable for or subject to debts, contracts, liabilities, engagements, or torts of the Participant. 9. Delaware Law to Govern. All questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of this option shall be determined in accordance with the laws of the State of Delaware. 10. Purchase of Common Stock. The Corporation and its Affiliates may, but shall not be required to, purchase shares of common stock of the Corporation for purposes of satisfying the requirements of this option. The Corporation and its Affiliates shall have no obligation to retain and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of common stock of the Corporation purchased for satisfying the requirements of this option. 11. Notices. Any notice to be given to the Corporation under this option shall be addressed to the Corporation in care of its Director of Compensation located at the World Headquarters, and any notice to be given to the Participant under the terms of this option may be addressed to him at his address as it appears on the Corporation's records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Government or any equivalent non-U.S. postal service. 12. Changes in Capitalization. In the event there are any changes in the common stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 5 of 69 Exhibit 10.8 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Committee in (a) the number of shares and the option price per share of stock subject to this option, and (b) such other provisions of this option as may be necessary and equitable to carry out the foregoing purposes, provided, however that no such adjustment or change may be made to the extent that such adjustment or change will result in the disallowance of a deduction to the Corporation under Section 162(m) of the Code or any successor section. 13. Effect on Other Plans. All benefits under this option shall constitute special incentives and shall not affect the level of benefits provided to or received by the Participant (or the Participant's estate or heirs) as part of any employee benefit plan of the Corporation or an Affiliate. This option shall not be construed to affect in any way the Participant's rights and obligations under any other plan maintained by the Corporation or an Affiliate on behalf of employees. 14. Successors. This option shall be binding upon and inure to the benefit of any successor or successors of the Corporation. 15. Defined Terms. Terms which are capitalized are defined herein or in the Plan and have the same meaning set forth in the Plan, unless the context indicates otherwise. 16. Non-Competition Provisions For U.S. Participants Only. (a) During the term of the Participant’s employment or service and for a period of two (2) years following the termination of employment or service, regardless of the reason for or the manner of termination, unless otherwise prohibited by state law, the Participant agrees that the Participant shall not, without the written consent of the Corporation, within the United States of America, either directly or indirectly, undertake for a Competitor to perform duties and responsibilities that are the same or substantially similar to those duties and responsibilities that the Participant undertook for the Corporation or an Affiliate, relating to the research, development, production, sales and/or marketing of any health or hygiene product (“Business of the Corporation”) competitive with any health or hygiene product for which the Participant had research, development, production, sales and/or marketing duties or responsibilities during the two (2) year period prior to the end of the Participant’s employment or service, unless such product is no longer produced or sold by the Corporation. As used herein, “Competitor” means any business that is the same or substantially the same as the Business of the Corporation anywhere in the United States; provided, however, the foregoing restriction shall not apply if the Participant resides and/or primarily works in the State of California. (b) During the period of two (2) years following termination of Participant’s employment or service with the Corporation or an Affiliate, the Participant 6 of 69 Exhibit 10.8 agrees to notify the Corporation in writing prior to accepting new employment, or engaging in any other activity which may violate this Award Agreement, and the Participant agrees to provide in such notice information concerning the anticipated new employment or activity, including, but not limited to: name of employer; address of employer; name of new team leader; job title; and scope and responsibilities of the new position. The Participant recognizes that such duty of notification is absolute and is not affected by the Participant’s belief that such employment may perhaps not violate this Award Agreement or otherwise be unfairly competitive with the Corporation. The Participant’s written notice should be addressed to General Counsel, Attention: Noncompetition and Confidentiality Agreement, AVANOS MEDICAL, INC. 5405 Windward Parkway, Alpharetta, Georgia 30004; provided, however, the foregoing notice requirement shall not apply if the Participant resides and/or primarily works in the State of California. (c) (d) (e) During the period of two (2) years following termination of the Participant’s employment or service with the Corporation or an Affiliate, the Participant shall provide a copy of this Section 16 of this Award Agreement to each new employer or service recipient before starting in any new employment or service. The Participant agrees that the Corporation may notify any third party about the Participant’s obligations under Section 16 of this Award Agreement until such obligations are fulfilled. If any provision of this Section 16 is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be deemed to be severed from the Award Agreement and such invalidity, illegality or unenforceability will not affect any other provision of the Award Agreement, all of which shall remain valid and enforceable. Notwithstanding the foregoing, if a court of competent jurisdiction determines that the covenants contained in this Section 16 are unenforceable because they are overbroad in some respect, to the full extent permitted by applicable law, the court should revise or reform any aspect of this Section 16 so as to make the scope of such Section 16 as broad as can be enforced under applicable law. In the event of an anticipated or actual breach by the Participant of this Section 16, the Participant acknowledges and agrees that damages would not be an adequate remedy to compensate the Corporation for the harm to the business of the Corporation and, in such event, agrees that the Corporation shall be entitled to a temporary restraining order and to temporary injunctive relief to prevent or terminate such anticipated or actual breach, provided, however, that nothing in this Award Agreement shall be construed to limit any permanent relief to which the Corporation may be entitled or the damages otherwise recoverable by the Corporation in any such event. (f) If the Participant violates any aspect of this Section 16, or any duty of loyalty or confidentiality imposed by law, in addition to any damages that the Participant 7 of 69 Exhibit 10.8 may be required to pay, the Participant understands and agrees that the Participant shall be required to reimburse the Corporation for all its costs incurred to enforce this Award Agreement, including but not limited to, all attorneys’ fees. 17. Acceptance of Option Terms and Conditions. A Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date of this option to accept this Award Agreement. If the Participant does not accept this Award Agreement on or before the end of such one hundred twenty (120) day period, then the grant of the right and option to purchase the shares of common stock of the Corporation shall not be binding on and shall be voidable by the Corporation, in which case it shall have no further force or effect. 18. Conflict with Plan. This option is awarded pursuant to and subject to the Plan. This Award Agreement is intended to supplement and carry out the terms of the Plan. It is subject to all terms and provisions of the Plan and, in the event of a conflict, the Plan shall prevail. Acknowledgment of Conditions I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is discretionary in nature and the Corporation may modify, amend, suspend, cancel or terminate it at any time, to the extent permitted by the Plan. The grant of an option is a voluntary and occasional benefit and does not create any contractual or other right to receive a grant of options or benefits in lieu of options in the future, even if options have been granted in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of option shares, vesting provisions and the exercise price. • My participation in the Plan is voluntary. The value of this option and the shares of common stock covered by this option, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or, if different, my actual employer (the “Employer”), and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, this option and the shares of common stock subject to this option, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate; 8 of 69 Exhibit 10.8 • Unless otherwise set forth in the Award Agreement, vesting of any option shares ceases upon termination of active employment or service for any reason (whether or not in breach of local labor laws, and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when I am no longer actively employed or in service for purposes of this option. • No claim or entitlement to compensation or damages shall arise from termination of this option or diminution in value of this option resulting from termination of my employment or service (for any reason whatsoever and whether or not in breach of local labor laws) and, in consideration of the grant of this option, to which I am not otherwise entitled, I irrevocably agree never to institute any claim against the Corporation, the Employer or any other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation, the Employer and all other Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction to have arisen, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • The future value of the underlying shares is unknown, indeterminable, and cannot be predicted with certainty. If the underlying shares do not increase in value, the option will have no value. If I exercise this option and obtain shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the option price. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of this option or of any amounts due to me pursuant to the exercise of this option or the subsequent sale of any shares of common stock acquired upon exercise. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related withholding related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this option, including, but not limited to, the grant, vesting or exercise of this option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this option to reduce or eliminate my liability for Tax-Related Items or achieve any particular tax result. Furthermore, if I have become subject to Tax-Related Items in more than one jurisdiction , I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 9 of 69 Exhibit 10.8 • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding from my wages or other cash compensation paid to me by the Corporation and/or the Employer; or (2) withholding from proceeds of the sale of shares acquired pursuant to the exercise of this option, either through a voluntary sale or through a mandatory sale arranged by the Corporation (on my behalf, pursuant to this authorization); or (3) withholding in shares to be issued upon exercise of this option. • Depending on the withholding method, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case I will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares, I am deemed, for tax purposes, to have been issued the full number of shares subject to the portion of this option that is exercised, notwithstanding that a number of shares is held back solely for the purpose of paying Tax-Related Items due as a result of any aspect of my participation in the Plan. • I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold or account for as a result of my participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to honor the exercise or deliver shares to me if I fail to comply with my obligation in connection with the Tax-Related Items as described herein. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding my participation in the Plan, or my acquisition or sale of the underlying shares. I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Plan before taking any action related to the Plan. • Data Privacy. I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Award Agreement and any other this option grant materials by and among, as applicable, the Employer, the Corporation and its other Affiliates for the exclusive purpose of implementing, administering and managing my participation in the Plan. I understand that the Corporation and the Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all options or any other entitlement to shares of common stock awarded, 10 of 69 Exhibit 10.8 canceled, exercised, vested, unvested or outstanding in my favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. I understand that Data will be transferred to Fidelity, or such other stock plan service provider as may be selected by the Corporation in the future, which is assisting the Corporation with the implementation, administration and management of the Plan. I understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Corporation, Fidelity and any other possible recipients which may assist the Corporation (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment or service status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Corporation would not be able to grant me options or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative. • My option may not be assigned, sold, encumbered, or in any way transferred or alienated. • The Plan is governed by and subject to U.S. law. Interpretation of the Plan and my rights under the Plan will be governed by provisions of U.S. law. For purposes of litigating any dispute that arises under this grant or the Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Georgia, U.S.A. and agree that such litigation shall be conducted in the federal courts for the United States for the Northern District of Georgia, where this grant is made and/or to be performed. • I am solely responsible for obtaining/providing whatever exchange control approvals, permits, licenses or notices, which may be necessary for me to exercise my option, acquire the shares or to hold or sell the shares subject to the option. Neither the Corporation nor its Affiliates will be responsible for obtaining such approvals, licenses or permits, or for making any such notices, nor will the Corporation or its Affiliates be liable for any fines or penalties I may incur for failure to obtain any required approvals, permits or licenses or to make any required notices. 11 of 69 Exhibit 10.8 • The provisions of this Award Agreement are severable and if one or more of the provisions of this Award Agreement shall be held invalid, illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable. To the extent that any provisions of this Award Agreement are held to be invalid or otherwise unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan. • If I have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. • Notwithstanding any provisions in this Award Agreement, this option shall be subject to any special terms and conditions set forth in Appendix A to this Award Agreement for my country. Moreover, if I relocate to one of the countries included in Appendix A, the special terms and conditions for such country will apply to me, to the extent the Corporation determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Award Agreement. • The Corporation reserves the right to impose other requirements on my participation in the Plan, on this option and on any shares acquired under the Plan, to the extent that the Corporation determines it is necessary or advisable for legal or administrative reasons, and to require me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. • The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. I hereby consent to receive such documents by on-line delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation. • A waiver by the Corporation of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by me or any other employee. • Depending on my country, I may be subject to insider trading restrictions and/or market abuse laws, which may affect my ability to acquire or sell shares of common stock or rights to shares of common stock (e.g., options) under the Plan during such times as I am considered to have “inside information” regarding the Corporation (as defined by the laws in my country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Corporation insider trading policy. I am responsible for ensuring my compliance with any applicable restrictions and am advised to speak with my personal legal advisor on this matter. 12 of 69 Exhibit 10.8 Conclusion and Acceptance I accept this grant via electronic signature by clicking the "Accept" icon and certify that I have read, understand and agree to the terms and conditions of the AVANOS MEDICAL, INC. Equity Participation Plan (the "Plan"), the provisions of the applicable agreements and all other applicable documents (including any country-specific terms for my country). I hereby authorize my employer or service recipient to furnish the Corporation (and any agent administering the Plan or providing recordkeeping services) with such information and data as it shall request in order to facilitate the grant of options and enable administration of the Plan and I understand that such information shall be used only as long and to the extent necessary to administer my participation in the Plan. I agree that my participation in the Plan and the awards granted to me under the Plan will be governed solely by provisions of U.S. law. 13 of 69 Exhibit 10.8 AVANOS MEDICAL, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT APPENDIX A Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the Plan and/or the Award Agreement. This Appendix A includes additional terms and conditions that govern this option granted to the Participant under the Plan if the Participant resides and/or works in one of the countries listed below. This Appendix A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2015. Such laws are often complex and change frequently. As a result, the Corporation strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information be out of date at exercise of this option or the subsequent sale of shares acquired under the Plan or receipt of any dividends. In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Corporation is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, if the Participant is a citizen or resident of a country other than the one in the Participant is currently residing and/or working, transferred or transfers employment after the Grant Date or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to the Participant in the same manner. The Corporation shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to the Participant in such circumstances. AUSTRALIA Exercise of Option The following provisions supplement Section 2 of the Award Agreement: If, on the vesting date on which a portion of this option vests, the fair market value of a share of common stock underlying this option (by reference to the closing price on the previous day) is equal to or less than the option price per share, the Participant shall not be permitted to exercise such vested portion of this option. The Participant shall be permitted to exercise such vested portion of this option only starting on the first trading day immediately following the first trading day on which the fair market value of a share of common stock underlying such vested 14 of 69 Exhibit 10.8 portion of this option exceeds the option price per share. For the avoidance of doubt, as determined by the Corporation in its sole discretion, this provision also shall apply to any unvested options held by a participant who transfers to Australia after the Grant Date. Further, unless an earlier expiration date is set forth in the notice of grant or in the Award Agreement, the expiration date of this Option shall be the date that is six (6) years and eleven (11) months after the Grant Date. Securities Law Information If shares of common stock acquired under the Plan are subsequently offered for sale to a person or entity resident in Australia, such offer may be subject to disclosure requirements under Australian law, and, therefore, the Participant should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer. Exchange Control Information Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report on behalf of individuals in Australia. If there is no Australian bank involved in the transfer, individuals generally will be required to file the report themselves. BELGIUM Tax Considerations This option must be accepted more than 60 days after the offer. Foreign Asset/Account Reporting Information The Participant is required to report any bank accounts opened and maintained outside Belgium on his or her annual tax return. BRAZIL Compliance with Law By accepting this option, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the exercise of the options, the receipt of any dividends, and the sale of shares of Common Stock acquired under the Plan. Exchange Control Information If the Participant is resident or domiciled in Brazil, he or she will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if 15 of 69 Exhibit 10.8 the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include shares of Common Stock. CANADA Form of Payment Due to regulatory considerations in Canada, the Participant is prohibited from surrendering shares of common stock that he or she already owns or attesting to the ownership of shares to pay the option price or any Tax-Related Items in connection with this option. Securities Law Information The Participant is permitted to sell shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the shares are listed. The Corporation’s shares are currently listed on New York Stock Exchange. Acknowledgment of Conditions The following provision supplements the Acknowledgement of Conditions section of the Award Agreement: For purposes of this option, termination of my employment or service shall occur on the date that is the earlier of: (1) the date my employment is terminated, (2) the date I receive notice of termination of employment or service from the Employer, or (3) the date I am no longer actively employed or providing services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law, and/or common law); the Committee shall have the exclusive discretion to determine when I am no longer actively employed or providing services for purpose of this option. Foreign Asset/Account Reporting Information Foreign property (including shares of common stock) held by Canadian residents must be reported annually on Form T1135 (Foreign Income Verification Statement) if the total value of such foreign property exceeds C$100,000 at any time during the year. It is not certain if vested and unvested options constitute foreign property that needs to be reported on Form T1135. The form must be filed by April 30th of the following year. It is the Participant’s responsibility to comply with applicable reporting obligations. FRANCE Option Not Tax-Qualified The Participant understands that this option is not intended to be French tax-qualified. 16 of 69 Exhibit 10.8 Consent to Receive Information in English By accepting the Award Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Award Agreement), which were provided in the English language. The Participant accepts the terms of those documents accordingly. En acceptant le Contrat d'Attribution décrivant les termes et conditions de l’attribution au Participant, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d'Attribution) qui ont été fournis en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause. Foreign Asset/Account Reporting Information If the Participant holds shares of common stock outside of France or maintains a foreign bank account, he or she is required to report such to the French tax authorities when filing his or her annual tax return. Failure to comply could trigger significant penalties. GERMANY Exchange Control Information Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. No report is required for payments less than €12,500. In case of payments in connection with securities (including proceeds realized upon the sale of shares of common stock), the report must be made by the 5th day of the month following the month in which the payment was received. The report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant is responsible for satisfying the reporting obligation. HONDURAS There are no country-specific provisions. JAPAN Exchange Control Information If the Participant acquires shares of common stock valued at more than ¥100,000,000 in a single transaction, the Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the shares. In addition, if the Participant pays more than ¥30,000,000 in a single transaction for the purchase of shares when the Participant exercises this option, the Participant must file a Payment Report with the Ministry of Finance through the Bank of Japan by the 20th day of the month following the month in which the payment was made. The precise reporting 17 of 69 Exhibit 10.8 requirements vary depending on whether or not the relevant payment is made through a bank in Japan. A Payment Report is required independently from a Securities Acquisition Report. Therefore, if the total amount that the Participant pays upon a one-time transaction for exercising this option and purchasing shares of common stock exceeds ¥100,000,000, then the Participant must file both a Payment Report and a Securities Acquisition Report. Foreign Asset/Account Reporting Information The Participant will be required to report details of any assets (including any shares of common stock acquired under the Plan) held outside of Japan as of December 31 of each year, to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant should consult with his or her personal tax advisor as to whether the reporting obligation applies to the Participant and whether the Participant will be required to report details of any outstanding options or shares of common stock held by the Participant in the report. st th MEXICO Modification By accepting this option, the Participant understands and agrees that any modification of the Plan or the Award Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment. Acknowledgment of Grant In accepting this option, the Participant acknowledges that the Participant has received a copy of the Plan and the Award Agreement, including this Appendix A, has reviewed the Plan and the Award Agreement, including this Appendix A, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix A. The Participant further acknowledges that the Participant has read and specifically and expressly approves the Acknowledgment of Conditions section of the Award Agreement, in which the following is clearly described and established: (1) The Participant’s participation in the Plan does not constitute an acquired right. (2) The Plan and the Participant’s participation in the Plan are offered by the Corporation on a wholly discretionary basis. (3) The Participant’s participation in the Plan is voluntary. (4) Neither the Corporation nor any Affiliate is responsible for any decrease in the value of this option and/or shares of common stock acquired under the Plan. 18 of 69 Exhibit 10.8 Labor Law Acknowledgment and Policy Statement In accepting the grant of this option, the Participant expressly recognizes that AVANOS MEDICAL, INC., with registered offices at 5405 Windward Parkway, Alpharetta, Georgia 30004, U.S.A. , is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of shares of common stock do not constitute an employment relationship between the Participant and the Corporation since the Participant is participating in the Plan on a wholly commercial basis and his or her Employer is Avent S. de R.L. de C.V or La Ada de Acuna (“AVANOS-Mexico”). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Participant and the Employer, AVANOS-Mexico and do not form part of the employment conditions and/or benefits provided by AVANOS-Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment. The Participant further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Corporation; therefore, the Corporation reserves the absolute right to amend and/or discontinue the Participant’s participation at any time without any liability to the Participant. Finally, the Participant hereby declares that he or she does not reserve to himself or herself any action or right to bring any claim against AVANOS MEDICAL, INC.for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Corporation, its shareholders, officers, agents, or legal representatives or Affiliates with respect to any claim that may arise. Spanish Translation Modificación Al aceptar la Opción, el Participante entiende y acuerda que cualquier modificación al Plan o al Acuerdo o su terminación, no cambiará o disminuirá los términos y condiciones de empleo. Reconocimiento del Otorgamiento Al aceptar la Opción, el Participante está de acuerdo en haber recibido una copia del Plan, del Acuerdo incluyendo el presente Anexo “A” y ha revisado el Plan y el Acuerdo, incluyendo este Anexo “A” en su totalidad y comprende y acepta todas las disposiciones previstas en el Plan, en el Acuerdo, incluyendo el presente Anexo “A”. Asimismo, el Empleado reconoce que ha leído y específicamente aprueba la sección de Reconocimiento de las Condiciones del Acuerdo, en el cual claramente se describe y establece lo siguiente: (1) La participación del Empleado en el Plan no constituye un derecho adquirido. (2) El Plan y la participación del Empleado en el Plan se ofrecen por la Compañía de forma completamente discrecional. (3) La participación del Empleado en el Plan es voluntaria. 19 of 69 Exhibit 10.8 (4) Ni la Compañía ni sus Afiliadas son responsables por la reducción del valor de la opción de Compra de Acciones emitida bajo el Plan. Reconocimiento de la Legislación Laboral y Declaracion de la Poltitica Al aceptar el otorgamiento de la opción, el Empleado expresamente reconoce que AVANOS MEDICAL, INC. con oficinas registradas en 5405 Windward Parkway, Alpharetta, Georgia 30004, U.S.A. , es la única responsable por la administración del Plan y que la participación del Participante en el Plan y en su caso la adquisición de o Acciones bursátiles no constituyen ni podrán interpretarse como una relación de trabajo entre el Participante y la Compañía, ya que el Participante participa en el Plan en un marco totalmente comercial y su Patrón es Avent S. de R.L. de C.V or La Ada de Acuna ("AVANOS México"). Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Participante y el Patrón, AVANOS México y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por AVANOS México y que cualquier modificación al Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones de la relación de trabajo del Participante. Asimismo, el Participante reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía, por lo tanto, la Compañía se reserva el absoluto derecho de modificar y/o terminar la participación del Participante en cualquier momento y sin responsabilidad alguna frente el Participante. Finalmente, el Participante por este medio declara que no se reserva derecho o acción alguna que ejercitar en contra de AVANOS MEDICAL, INC. por cualquier compensación o daño en relación con las disposiciones del Plan o de los beneficios derivados del Plan y por lo tanto, el Participante otorga el más amplio finiquito que en derecho proceda a la Compañía, sus afiliadas, subsidiarias, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales en relación con cualquier demanda que pudiera surgir. NETHERLANDS There are no country-specific provisions. SINGAPORE Securities Law Information The option is granted pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the option is subject to section 257 of the SFA and the Participant will not be able to make (i) any subsequent sale of the shares of common stock in Singapore or (ii) any offer of such subsequent sale of the shares of common stock subject to the option in Singapore, unless such sale or offer is made (a) after six months of the Grant Date or (b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA. 20 of 69 Exhibit 10.8 Chief Executive Officer and Director Notification Obligation If the Participant is the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of the Corporation’s Singapore Affiliate, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Corporation’s Singapore Affiliate in writing when the Participant receives an interest (e.g., an option or shares) in the Corporation or any Affiliate. In addition, the Participant must notify the Corporation’s Singapore Affiliate when he or she sells shares of the Corporation or of any Affiliate (including when the Participant sells shares issued upon exercise of the option). These notifications must be made within two business days of (i) acquiring or disposing of any interest in the Corporation or any Affiliate, or (ii) any change in a previously-disclosed interest (e.g., upon exercise of the option or when shares of common stock acquired under the Plan are subsequently sold). In addition, a notification of the Participant’s interests in the Corporation or any Affiliate must be made within two business days of becoming the CEO or a director, associate director or shadow director. THAILAND Exchange Control Information If the proceeds from the sale of shares of common stock or the receipt of dividends paid or such shares are equal to or greater than US$50,000 in a single transaction, the Participant must repatriate all cash proceeds to Thailand immediately following the receipt of the cash proceeds and then either convert such proceeds to Thai Baht or deposit the proceeds into a foreign currency account opened with a commercial bank in Thailand within 360 days of repatriation. In addition, the Participant must specifically report the inward remittance to the Bank of Thailand on a foreign exchange transaction form. If the Participant fails to comply with these obligations, the Participant may be subject to penalties assessed by the Bank of Thailand. The Participant should consult his or her personal advisor prior to taking any action with respect to remittance of cash proceeds into Thailand. The Participant is responsible for ensuring compliance with all exchange control laws in Thailand. UNITED KINGDOM Tax Acknowledgment The following information supplements the information regarding Tax-Related Items in the Acknowledgment of Conditions section of the Award Agreement: If payment or withholding of the income tax due is not made within 90 days of the end of the tax year in which the event giving rise to the Tax-Related Items occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Her Majesty’s Revenue and Customs (“HMRC”) official rate; it will be immediately due and repayable. Notwithstanding the foregoing, if the 21 of 69 Exhibit 10.8 Participant is an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of this provision will not apply to the Participant. In the event that the Participant is an executive officer or director, as defined above, and income tax is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Corporation or the Employer (as applicable) for the value of any employee NICs due on this additional benefit, which the Corporation and/or the Employer may recover from the Participant at any time thereafter by any of the means referred to in the Acknowledgement of Conditions section of the Award Agreement. 22 of 69 Exhibit 10.8 AVANOS MEDICAL, INC. TIME-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENT AVANOS MEDICAL, INC., a Delaware corporation (hereinafter called the "Corporation"), has granted to the participant (the “Participant) named in the Notification of Grant Award provided on the Fidelity Stock Plan Services (“Fidelity”) site, or any successor system (the “Grant Notice”), an award (the “Award) of Time-Vested Restricted Stock Units (“RSUs”) pursuant to the terms set forth in (a) the AVANOS MEDICAL, INC. Equity Participation Plan (the “Plan”) and (b) this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement. Capitalized terms used but not defined in this Award Agreement shall have the meanings specified in the Plan. W I T N E S S E T H: WHEREAS, the Corporation has adopted the Plan to aid in attracting and retaining highly qualified personnel and to encourage those persons who materially contribute, by managerial, scientific or other innovative means, to the success of the Corporation or of an Affiliate, to acquire an ownership interest in the Corporation, thereby increasing their motivation for and interest in the Corporation's or the Affiliate's long-term success; NOW, THEREFORE, it is agreed as follows: 1. Number of Share Units Granted. The Corporation hereby grants to the Participant the number of RSUs set forth in the Grant Notice subject to the terms, conditions and restrictions set forth in this Award Agreement, the Grant Notice and the Plan. 2. Transferability Restrictions. (a) Restricted Period. During the Restricted Period, the Participant may not sell, assign, transfer, or otherwise dispose of, or mortgage, pledge or otherwise encumber the Award. The RSUs, including any accrued dividend equivalents, shall be subject to forfeiture until the Participant becomes vested in such Awards on the date(s) reflected in the Grant Notice. The Restricted Period shall begin on the date of the granting of this Award, and shall end upon the vesting of the Award. Holders of Awards shall have none of the rights of a shareholder with respect to such shares including, but not limited to, any right to receive dividends in cash or other property or other distribution or rights in respect of such shares except as otherwise provided in this Award Agreement, nor to vote such shares as the record owner thereof. During each year in the Restricted Period, the Participant will not be paid dividend equivalents on the unvested RSUs, but the Participant will receive a credit equal to dividends declared on the Corporation’s Common Stock which will be reinvested in additional RSUs at the then fair market value of the 23 of 69 Exhibit 10.8 Corporation’s Common Stock on the date dividends are paid, and the additional RSUs will be accumulated and paid if and when the RSUs vest, based on the actual number of RSUs that vest. In the case of dividends paid in property other than cash, the amount of the dividend shall be deemed to be the fair market value of the property at the time of the payment of the dividend, as determined in good faith by the Corporation. The Corporation shall not be required to segregate any cash or other property of the Corporation. (b) Termination of Service. Participant shall forfeit any unvested Award, including any accrued dividend equivalents, upon termination of employment or service unless such termination is (i) due to a Qualified Termination of Service, or (ii) due to death, Retirement or Total and Permanent Disability. An authorized leave of absence shall not be deemed to be a termination of employment or service if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment or return to service with the Corporation or an Affiliate under an applicable statute or by contract. For purposes of this subparagraph, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Corporation or an Affiliate. If the period of leave exceeds six months and the Participant does not retain a right to reemployment or return to service under an applicable statute or by contract, the employment or service relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing sentence, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or service or any substantially similar position of employment or service, a 29-month period of absence is substituted for such six-month period in determining whether a termination of employment or service shall be deemed to have occurred. A termination of employment or service with the Corporation or an Affiliate to accept immediate reemployment or return to service with the Corporation or an Affiliate likewise shall not be deemed to be a termination of employment or service for the purposes of the Plan if the level of bona fide services the Participant would perform after such date would continue at a rate equal to more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of services to the Corporation or an Affiliate if the Participant has been providing such services less than 36 months). A Participant who is classified as an intermittent employee, consultant or advisor shall be deemed to have a termination of employment or service for purposes of the Plan if the level of bona fide services the Participant would 24 of 69 Exhibit 10.8 perform after such date would permanently decrease to less than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of services to the Corporation or an Affiliate if the Participant has been providing such services less than 36 months). (c) Death, Retirement, or Total and Permanent Disability. If the Participant’s termination of employment or service is due to death, Retirement or Total and Permanent Disability, it shall result in pro rata vesting, based on the number days that have elapsed during the Restricted Period prior to the Participant’s termination of employment, and shall be paid within 70 days following the Participant’s termination of employment or service. Notwithstanding this Section 2(c), if the Corporation receives an opinion of counsel that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that would likely result in the favorable Retirement treatment that applies to the RSUs under this Section 2(c) being deemed unlawful and/or discriminatory, then the Corporation will not apply the favorable Retirement treatment and RSUs will be treated as they would under the rules that apply if the Participant’s employment with the Corporation or an Affiliate ends for any other reason, as applicable. (d) (e) (f) Qualified Termination of Service. In the event of a Qualified Termination of Service all restrictions will lapse and the shares will become fully vested and shall be paid within 10 days following the last day of employment or service of the Participant with the Corporation or an Affiliate. Payment of Awards. The payment of the Award shall be made in shares of Common Stock. The payment of an Award shall be made within 70 days following the end of the Restricted Period. Payment of Withholding Taxes. No shares of Common Stock, nor any cash payment, may be delivered under this Award, unless prior to or simultaneously with such issuance, the Participant or, in the event of his death, the person succeeding to his rights hereunder, shall pay to the Corporation or an Affiliate, as applicable, such amount as the Corporation advises is required under applicable federal, state or local laws to withhold and pay over to governmental taxing authorities in relation to this Award. The Corporation may, in its discretion, withhold payment of required withholding taxes with cash or shares of Common Stock which otherwise would be delivered following the date of vesting of the Award. 3. Nontransferability. Neither the Award nor the Participant’s right to receive payment for vested Awards may be assigned or transferred except upon the death of the Participant (i) by will or (ii) by the laws of descent and distribution. 25 of 69 Exhibit 10.8 4. Compliance with Law. No payment may be made under this Award, unless prior to the issuance thereof, the Corporation shall have received an opinion of counsel to the effect that this Award by the Corporation to the Participant will not constitute a violation of the U.S. Securities Act of 1933, as amended. As a condition of this Award, the Participant shall, if requested by the Corporation, submit a written statement in form satisfactory to counsel for the Corporation, to the effect that any shares received under this Award shall be for investment and not with a view to the distribution thereof within the meaning of the U.S. Securities Act of 1933, as amended, and the Corporation shall have the right, in its discretion, to cause the certificates representing shares hereunder to be appropriately legended to refer to such undertaking or to any legal restrictions imposed upon the transferability thereof by reason of such undertaking. The Award granted hereby is subject to the condition that if the listing, registration or qualification of the shares subject hereto on any securities exchange or under any state or federal law, or if the consent or approval of any regulatory body shall be necessary as a condition of, or in connection with, the granting of the Award or the delivery of shares thereunder, such shares may not be delivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. The Corporation agrees to use its best efforts to obtain any such requisite listing, registration, qualification, consent or approval. The Participant is solely responsible for obtaining/providing whatever exchange control approvals, permits, licenses, or notices, which may be necessary for the Participant to hold the Award, or to receive any payment of cash or shares or to hold or sell the shares subject to the Award, if any. Neither the Corporation nor its Affiliates will be responsible for obtaining any such approvals, licenses or permits, or for making any such notices, nor will the Corporation or its Affiliates be liable for any fines or penalties the Participant may incur for failure to obtain any required approvals, permits or licenses or to make any required notices. 5. No Right of Continued Service. The granting of this Award does not confer upon the Participant any legal right to be continued in the employ or service of the Corporation or its Affiliates, and the Corporation and its Affiliates reserve the right to discharge the Participant whenever the interest of the Corporation or its Affiliates may so require without liability to the Corporation or its Affiliates, the Board of Directors of the Corporation or its Affiliates, or the Committee, except as to any rights which may be expressly conferred on the Participant under this Award. 6. Discretion of the Corporation, Board of Directors and the Committee. Any decision made or action taken by the Corporation or by the Board of Directors of the Corporation or by the Committee arising out of or in connection with the construction, administration, interpretation and effect of this Award shall be within the absolute discretion of the Corporation, the Board of Directors of the Corporation or the Committee, as the case may be, and shall be conclusive and binding upon all persons. 26 of 69 Exhibit 10.8 7. Inalienability of Benefits and Interest. This Award and the rights and privileges conferred hereby shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void and no such benefit or interest shall be in any manner liable for or subject to debts, contracts, liabilities, engagements, or torts of the Participant. 8. Delaware Law to Govern. The Plan is governed by and subject to the laws of the United States of America. All questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan shall be determined in accordance with the laws of the State of Delaware. 9. Purchase of Common Stock. The Corporation and its Affiliates may, but shall not be required to, purchase shares of Common Stock of the Corporation for purposes of satisfying the requirements of this Award. The Corporation and its Affiliates shall have no obligation to retain and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of Common Stock of the Corporation purchased for satisfying the requirements of this Award. 10. Notices. Any notice to be given to the Corporation under this Award shall be addressed to the Corporation in care of its Director of Compensation located at the World Headquarters, and any notice to be given to the Participant under the terms of this Award may be addressed to him or her at the address as it appears on the Corporation's records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Government or any equivalent non-U.S. postal service. 11. Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Committee in (a) the number of shares subject to this Award, and (b) such other provisions of this Award as may be necessary and equitable to carry out the foregoing purposes provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in the disallowance of a deduction to the Corporation under Section 162(m) of the Code or any successor section. 12. Effect on Other Plans. All benefits under this Award shall constitute special incentives and shall not affect the level of benefits provided to or received by the Participant (or 27 of 69 Exhibit 10.8 the Participant's estate or beneficiaries) as part of any employee benefit plan of the Corporation or an Affiliate. This Award shall not be construed to affect in any way the Participant's rights and obligations under any other plan maintained by the Corporation or an Affiliate on behalf of employees. 13. Discretionary Nature of Award. The grant of an Award is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of RSUs and vesting provisions. The value of the Award is an extraordinary item outside the scope of the Participant’s employment or service contract, if any. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 14. Data Privacy. The Participant hereby authorizes their employer to furnish the Corporation (and any agent of the Corporation administering the Plan or providing Plan recordkeeping services) with such information and data as it shall request in order to facilitate the grant of Awards and administration of the Plan and the Participant waives any data privacy rights such Participant might otherwise have with respect to such information. 15. Conflict with Plan. This Award is awarded pursuant to and subject to the Plan. This Agreement is intended to supplement and carry out the terms of the Plan. It is subject to all terms and provisions of the Plan and, in the event of a conflict, the Plan shall prevail. 16. Successors. This Award shall be binding upon and inure to the benefit of any successor or successors of the Corporation. 17. Amendments. The Committee may at any time alter or amend this Award to the extent (1) permitted by law, (2) permitted by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, and (3) permitted under applicable provisions of the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as amended (including rule 16b-3 thereof), and (4) that such action would not result in the disallowance of a deduction to the Corporation under Section 162(m) of the Code or any successor section (including the rules and regulations promulgated thereunder). Notwithstanding anything to the contrary contained herein, the Committee may not take any action that would result in any amount payable under this option qualifying as "applicable employee remuneration" as so defined for purposes of Section 162(m) of the Code. 18. Defined Terms. Terms which are capitalized are defined herein or in the Plan and have the same meaning set forth in the Plan, unless the context indicates otherwise. 19. Non-Competition Provisions For U.S. Participants Only. 28 of 69 Exhibit 10.8 (a) (b) (c) During the term of the Participant’s employment or service and for a period of two (2) years following the termination of employment or service, regardless of the reason for or the manner of termination, unless otherwise prohibited by state law, the Participant agrees that the Participant shall not, without the written consent of the Corporation, within the United States of America, either directly or indirectly, undertake for a Competitor to perform duties and responsibilities that are the same or substantially similar to those duties and responsibilities that the Participant undertook for the Corporation or an Affiliate, relating to the research, development, production, sales and/or marketing of any health or hygiene product (“Business of the Corporation”) competitive with any health or hygiene product for which the Participant had research, development, production, sales and/or marketing duties or responsibilities during the two (2) year period prior to the end of the Participant’s employment or service, unless such product is no longer produced or sold by the Corporation. As used herein, “Competitor” means any business that is the same or substantially the same as the Business of the Corporation anywhere in the United States; provided, however, the foregoing restriction shall not apply if the Participant resides and/or primarily works in the State of California. During the period of two (2) years following termination of the Participant’s employment or service with the Corporation or an Affiliate, the Participant agrees to notify the Corporation in writing prior to accepting new employment, or engaging in any other activity which may violate this Award Agreement, and the Participant agrees to provide in such notice information concerning the anticipated new employment or activity, including, but not limited to: name of employer; address of employer; name of new team leader; job title; and scope and responsibilities of the new position. The Participant recognizes that such duty of notification is absolute and is not affected by the Participant’s belief that such employment or service may perhaps not violate this Award Agreement or otherwise be unfairly competitive with the Corporation. The Participant’s written notice should be addressed to General Counsel, Attention: Noncompetition and Confidentiality Agreement, AVANOS MEDICAL, INC., 5405 Windward Parkway, Alpharetta, Georgia 30004; provided, however, the foregoing notice requirement shall not apply if the Participant resides and/or primarily works in the State of California. During the period of two (2) years following termination of the Participant’s employment or service with the Corporation or an Affiliate, the Participant shall provide a copy of Section 19 of this Award Agreement to each new employer or service recipient before starting in any new employment or service. The Participant agrees that the Corporation may notify any third party about the Participant’s obligations under Section 19 of this Award Agreement until such obligations are fulfilled. (d) If any provision of this Section 19 is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be 29 of 69 Exhibit 10.8 deemed to be severed from the Award Agreement and such invalidity, illegality or unenforceability will not affect any other provision of the Award Agreement, all of which shall remain valid and enforceable. Notwithstanding the foregoing, if a court of competent jurisdiction determines that the covenants contained in this Section 19 are unenforceable because they are overbroad in some respect, to the full extent permitted by applicable law, the court should revise or reform any aspect of this Section 19 so as to make the scope of such Section 19 as broad as can be enforced under applicable law. (e) (f) In the event of an anticipated or actual breach by the Participant of this provision, the Participant acknowledges and agrees that damages would not be an adequate remedy to compensate the Corporation for the harm to the business of the Corporation and, in such event, agrees that the Corporation shall be entitled to a temporary restraining order and to temporary injunctive relief to prevent or terminate such anticipated or actual breach, provided, however, that nothing in this Agreement shall be construed to limit any permanent relief to which the Corporation may be entitled or the damages otherwise recoverable by the Corporation in any such event. If the Participant violates any aspect of this provision, or any duty of loyalty or confidentiality imposed by law, in addition to any damages that the Participant may be required to pay, the Participant understands and agrees that the Participant shall be required to reimburse the Corporation for all its costs incurred to enforce this Award Agreement, including but not limited to, all attorneys’ fees. 20. Acceptance of Award Terms and Conditions. A Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date of this Award to accept this Award Agreement. If the Participant does not accept this Award Agreement on or before the end of such one hundred twenty (120) day period then the grant of the Award shall not be binding on and shall be voidable by the Corporation, in which case it shall have no further force or effect. Acknowledgment of Conditions I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. 30 of 69 Exhibit 10.8 • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment or service with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment or service relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or, if different, the Employer, and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate. • The future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty. • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment or service by the Corporation or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation, the Employer or any other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation, the Employer and all other Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment or service (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive RSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when I am no longer actively employed or in service for purposes of the Award. 31 of 69 Exhibit 10.8 • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to me pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to Tax-Related Items in more than one jurisdiction, I acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding from my wages or other cash compensation paid to me by the Corporation and/or the Employer; or (2) withholding from proceeds of the sale of shares acquired upon vesting of the Award either through a voluntary sale or through a mandatory sale arranged by the Corporation (on my behalf, pursuant to this authorization); or (3) withholding in shares to be issued upon vesting of the Award. • Depending on the method of withholding, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case I will receive a refund of any over-withheld amount in cash and will have no entitlement to 32 of 69 Exhibit 10.8 • • • • the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, I am deemed to have been issued the full number of shares subject to the Award, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of my participation in the Plan. I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold or account for as a result of my participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to deliver shares or the proceeds of the sale of shares to me if I fail to comply with my obligations in connection with the Tax-Related Items. I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Award Agreement and any other grant materials by and among, as applicable, my Employer, the Corporation, and its other Affiliates for the exclusive purpose of implementing, administering and managing my participation in the Plan. I understand that the Corporation and my Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Corporation, details of all Awards or any other entitlement to shares of Common Stock awarded, canceled, vested, unvested or outstanding in my favor (“Data”), for the purpose of implementing, administering and managing the Plan. I understand that Data will be transferred to Fidelity, or such other stock plan service provider as may be selected by the Corporation in the future, which is assisting the Corporation with the implementation, administration and management of the Plan. I understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Corporation, Fidelity and any other possible recipients which may assist the Corporation (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment or service status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Corporation would not be able to grant 33 of 69 Exhibit 10.8 me RSUs or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative. • The Plan and the Award are governed by and subject to U.S. law. Interpretation of the Plan and my rights under the Plan will be governed by provisions of U.S. law. For purposes of litigating any dispute that arises under this Award or Award Agreement, the parties submit to and consent to the jurisdiction of the State of Georgia, U.S.A. and agree that such litigation shall be conducted in the federal courts for the United States for the Northern District of Georgia and no other courts. • • • I am solely responsible for obtaining/providing whatever exchange control approvals, permits, licenses or notices, which may be necessary for my Award, to acquire the shares or to hold or sell the shares subject to the RSU award. Neither the Corporation nor its Affiliates will be responsible for obtaining such approvals, licenses or permits, or for making any such notices, nor will the Corporation or its Affiliates be liable for any fines or penalties I may incur for failure to obtain any required approvals, permits or licenses or to make any required notices. The provisions of this Award Agreement are severable and if one or more of the provisions of this Award Agreement shall be held invalid, illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable. To the extent that any provisions of this Award Agreement are held to be invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan. If I have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. • Notwithstanding any provisions in this Award Agreement, the Award shall be subject to any special terms and conditions set forth in Appendix A to this Award Agreement for my country. Moreover, if I relocate to one of the countries included in Appendix A, the special terms and conditions for such country will apply to me, to the extent the Corporation determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Award Agreement. • The Corporation reserves the right to impose other requirements on my participation in the Plan, on the Award and on any shares acquired under the Plan, to the extent the Corporation determines it is necessary or advisable for legal or administrative reasons, and to require me 34 of 69 Exhibit 10.8 to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. • The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. I hereby consent to receive such documents by on-line delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third-party designated by the Corporation. • A waiver by the Corporation of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by me or any other participant. • Depending on my country, I may be subject to insider trading restrictions and/or market abuse laws, which may affect my ability to acquire or sell shares of Common Stock or rights to shares of Common Stock (e.g., RSUs) under the Plan during such times as I am considered to have “inside information” regarding the Corporation (as defined by the laws in my country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Corporation insider trading policy. I am responsible for ensuring my compliance with any applicable restrictions and am advised to speak with my personal legal advisor on this matter. Conclusion and Acceptance I accept this grant via electronic signature by clicking the "Accept" icon and certify that I have read, understand and agree to the terms and conditions of the AVANOS MEDICAL, INC. Equity Participation Plan (the "Plan"), the provisions of the applicable Award Agreement and all other applicable documents (including any country-specific terms applicable to my grant). I hereby authorize the Employer or service recipient to furnish the Corporation (and any agent administering the Plan or providing recordkeeping services) with such information and data as it shall request in order to facilitate the grant of Awards and enable administration of the Plan and I understand that such information shall be used only as long and to the extent necessary to administer my participation in the Plan. I agree that my participation in the Plan and the Awards granted to me under the Plan will be governed solely by provisions of U.S. law. 35 of 69 Exhibit 10.8 AVANOS MEDICAL, INC. TIME-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENT APPENDIX A Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the Plan and/or the Award Agreement. This Appendix A includes additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides and/or works in one of the countries listed below. This Appendix A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2015. Such laws are often complex and change frequently. As a result, the Corporation strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at vesting of the Award or the subsequent sale of the shares or receipt of any dividends or dividend equivalents. In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Corporation is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working, transferred or transfers employment after the Award is granted or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to the Participant. The Corporation shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to the Participant in such circumstances. AUSTRALIA Securities Law Information If the Participant acquires shares of the Corporation’s Common Stock pursuant to this Award and the Participant offers his or her shares of the Corporation’s Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice on his or her disclosure obligations prior to making any such offer. 36 of 69 Exhibit 10.8 Exchange Control Information Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on the Participant’s behalf. BELGIUM Foreign Asset/Account Reporting Information The Participant is required to report any bank accounts opened and maintained outside Belgium on his or her annual tax return. BRAZIL Compliance with Law By accepting the Award, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the vesting of the RSUs, the conversion of the RSUs into shares or the receipt of an equivalent cash payment, the receipt of any dividends, and the sale of shares of Common Stock acquired under the Plan. Exchange Control Information If the Participant is resident or domiciled in Brazil, he or she will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include shares of Common Stock. CANADA Award Payable Only in Shares Awards granted to Participants in Canada shall be paid in shares of the Corporation’s Common Stock only and do not provide any right for Participant to receive a cash payment. Securities Law Information The Participant is permitted to sell shares acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the shares are listed. The Corporation’s shares are currently listed on New York Stock Exchange. Acknowledgment of Conditions 37 of 69 Exhibit 10.8 The following provision supplements the Acknowledgement of Conditions section of the Award Agreement: Except as may otherwise be explicitly provided in the Plan or this Award Agreement, for the purposes of this Award Agreement, my termination of employment will be measured effective as of the date that is the earlier of: (1) the date my employment is terminated, (2) the date I receive notice of termination of employment or service from the Employer, or (3) the date I am no longer actively employed or providing services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law, and/or common law); the Committee shall have the exclusive discretion to determine when I am no longer actively employed or providing services for purposes of the RSUs. Foreign Asset/Account Reporting Information Foreign property (including shares of Common Stock) held by Canadian residents must be reported annually on Form T1135 (Foreign Income Verification Statement) if the total value of such foreign property exceeds C$100,000 at any time during the year. It is not certain if the RSUs constitute foreign property that needs to be reported on Form T1135. The form must be filed by April 30th of the following year. It is the Participant’s responsibility to comply with applicable reporting obligations. The following provisions apply if the Participant is a resident of Quebec: Language Consent The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement à ou suite à la présente convention. Authorization to Release and Transfer Necessary Personal Information The Participant hereby authorizes the Corporation and the Corporation’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Corporation, any Affiliate and the plan administrators to disclose and discuss the Plan with their advisors. The Participant further authorizes the Corporation and any Affiliate to record such information and to keep such information in the Participant’s employee file. CHINA Awards Payable Only in Cash 38 of 69 Exhibit 10.8 Notwithstanding anything in the Award Agreement, Awards granted to Participants in China do not provide any right for the Participant to receive shares of Common Stock and shall be paid only in cash through local payroll in an amount equal to the value of the shares at vesting less any Tax-Related Items. The Participant agrees to bear any currency fluctuation risk between the time the Awards vest and the time the cash payment is distributed to the Participant through local payroll. FRANCE RSUs Not Tax-Qualified The Participant understands that this Award is not intended to be French tax-qualified. Consent to Receive Information in English By accepting the Award Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Award Agreement) which were provided in the English language. The Participant accepts the terms of those documents accordingly. En acceptant le Contrat d'Attribution décrivant les termes et conditions de l’attribution au Participant, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d'Attribution) qui ont été fournis en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause. Foreign Asset/Account Reporting Information If the Participant holds shares of Common Stock outside of France or maintains a foreign bank account, he or she is required to report such to the French tax authorities when filing his or her annual tax return. Failure to comply could trigger significant penalties. GERMANY Exchange Control Information Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. No report is required for payments less than €12,500. In case of payments in connection with securities (including proceeds realized upon the sale of shares of Common Stock), the report must be made by the 5th day of the month following the month in which the payment was received. The report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant is responsible for satisfying the reporting obligation. HONDURAS There are no country-specific provisions. 39 of 69 Exhibit 10.8 INDIA Awards Payable in Cash Only Notwithstanding anything in the Award Agreement, Awards granted to Participants in India do not provide any right for the Participant to receive shares of Common Stock and shall be paid only in cash in an amount equal to the value of shares of Common Stock at vesting less any Tax-Related Items. The Participant agrees to bear any currency fluctuation risk between the time the Awards vest and the time the cash payment is distributed to the Participant. Foreign Asset/Account Reporting Information The Participant is required to declare foreign bank accounts and any foreign financial assets in his or her annual tax return. It is the Participant’s responsibility to comply with this reporting obligation and the Participant should consult with his or her personal tax advisor in this regard. JAPAN Foreign Asset/Account Reporting Information The Participant will be required to report details of any assets (including any shares of Common Stock acquired under the Plan) held outside of Japan as of December 31 of each year, to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant should consult with his or her personal tax advisor as to whether the reporting obligation applies to the Participant and whether the Participant will be required to report details of any outstanding RSUs or shares of Common Stock held by the Participant in the report. st th RSUs may not be issued in Japan to persons who are not employees, officers or directors of the Corporation or an Affiliate. MEXICO Modification By accepting the Award, the Participant understands and agrees that any modification of the Plan or the Award Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment. Acknowledgment of the Grant In accepting the Award, the Participant acknowledges that the Participant has received a copy of the Plan and the Award Agreement, including this Appendix A, has reviewed the Plan and the Award Agreement, including this Appendix A, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix A. The Participant further acknowledges that the Participant has read and specifically and expressly 40 of 69 Exhibit 10.8 approves the Acknowledgement of Conditions section of the Award Agreement, in which the following is clearly described and established: (1) The Participant’s participation in the Plan does not constitute an acquired right. (2) The Plan and the Participant’s participation in the Plan are offered by the Corporation on a wholly discretionary basis. (3) The Participant’s participation in the Plan is voluntary. (4) Neither the Corporation nor any Affiliates are responsible for any decrease in the value of the Award granted and/or shares of Common Stock issued under the Plan. Labor Acknowledgment and Policy Statement In accepting the grant of this Award, the Participant expressly recognizes that AVANOS MEDICAL, INC., with registered offices at 5405 Windward Parkway, Alpharetta, Georgia 30004, U.S.A. , is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of shares of common stock do not constitute an employment relationship between the Participant and the Corporation since the Participant is participating in the Plan on a wholly commercial basis and his or her Employer is Avent S. de R.L. de C.V or La Ada de Acuna (“AVANOS-Mexico”). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Participant and the Employer, AVANOS-Mexico and do not form part of the employment conditions and/or benefits provided by AVANOS-Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment. The Participant further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Corporation; therefore, the Corporation reserves the absolute right to amend and/or discontinue the Participant’s participation at any time without any liability to the Participant. Finally, the Participant hereby declares that he or she does not reserve to himself or herself any action or right to bring any claim against AVANOS MEDICAL, INC.for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Corporation, its shareholders, officers, agents, or legal representatives or Affiliates with respect to any claim that may arise. Spanish Translation Modificación Al aceptar el Premio, el Participante entiende y acuerda que cualquier modificación al Plan o al Acuerdo o su terminación, no cambiará o disminuirá los términos y condiciones de empleo. 41 of 69 Exhibit 10.8 Reconocimiento del Otorgamiento Al aceptar el Premio, el Participante está de acuerdo en haber recibido una copia del Plan, del Acuerdo incluyendo el presente Anexo “A” y ha revisado el Plan y el Acuerdo, incluyendo este Anexo “A” en su totalidad y comprende y acepta todas las disposiciones previstas en el Plan, en el Acuerdo, incluyendo el presente Anexo “A”. Asimismo, el Participante reconoce que ha leído y específicamente aprueba la sección de Reconocimiento de las Condiciones del Acuerdo, en el cual claramente se describe y establece lo siguiente: (1) La participación del Participante en el Plan no constituye un derecho adquirido. (2) El Plan y la participación del Participante en el Plan se ofrecen por la Compañía de forma completamente discrecional. (3) La participación del Participante en el Plan es voluntaria. (4) Ni la Compañía ni sus Afiliadas son responsables por la reducción del valor del Premio y/o Acciones Ordinarias emitidas bajo el Plan. Reconocimiento de la Legislación Laboral y Declaración de la Política Al aceptar el otorgamiento de este Premio, el Participante expresamente reconoce que AVANOS MEDICAL, INC. con oficinas registradas en 5405 Windward Parkway, Alpharetta, Georgia 30004, U.S.A.., es la única responsable por la administración del Plan y que la participación del Participante en el Plan y en su caso la adquisición de las Opciones de Compra de Acciones o Acciones no constituyen ni podrán interpretarse como una relación de trabajo entre el Participante y AVANOS MEDICAL, INC., ya que el Participante y la Compañía, ya que el Participante participa en el Plan en un marco totalmente comercial y su Patrón es Avent S. de R.L. de C.V or La Ada de Acuna ("AVANOS México"). Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Participante y el Patrón, AVANOS México y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por AVANOS México y que cualquier modificación al Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones de la relación de trabajo del Participante. Asimismo, el Participante reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía, por lo tanto, la Compañía se reserva el absoluto derecho de modificar y/o terminar la participación del Participante en cualquier momento y sin responsabilidad alguna frente el Participante. Finalmente, el Participante por este medio declara que no se reserva derecho o acción alguna que ejercitar en contra de AVANOS MEDICAL, INC. por cualquier compensación o daño en relación con las disposiciones del Plan o de los beneficios derivados del Plan y por lo tanto, el Participante otorga el más amplio finiquito que en derecho proceda a la Compañía, sus 42 of 69 Exhibit 10.8 afiliadas, subsidiarias, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales en relación con cualquier demanda que pudiera surgir. SINGAPORE Securities Law Information The Award is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the Award is subject to section 257 of the SFA and the Participant will not be able to make (i) any subsequent sale of the shares of Common Stock in Singapore or (ii) any offer of such subsequent sale of the shares of Common Stock subject to the Award in Singapore, unless such sale or offer is made (a) after six months of the Grant Date or (b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA. Chief Executive Officer and Director Notification Obligation If the Participant is the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of the Corporation’s Singapore Affiliate, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Corporation’s Singapore Affiliate in writing when the Participant receives an interest (e.g., an Award or shares) in the Corporation or any Affiliate. In addition, the Participant must notify the Corporation’s Singapore Affiliate when he or she sells shares of the Corporation or of any Affiliate (including when the Participant sells shares issued upon vesting and settlement of the Award). These notifications must be made within two business days of (i) acquiring or disposing of any interest in the Corporation or any Affiliate, or (ii) any change in a previously-disclosed interest (e.g., upon vesting of the Award or when shares of Common Stock acquired under the Plan are subsequently sold). In addition, a notification of the Participant’s interests in the Corporation or any Affiliate must be made within two business days of becoming the CEO or a director, associate director or shadow director. SWEDEN There are no country-specific provisions THAILAND Exchange Control Information If the proceeds from the sale of shares of Common Stock or the receipt of dividends paid on such shares are equal to or greater than US$50,000 in a single transaction, the Participant must repatriate all cash proceeds to Thailand immediately following the receipt of the cash proceeds and then either convert such proceeds to Thai Baht or deposit the proceeds into a foreign currency account opened with a commercial bank in Thailand within 360 days of repatriation. 43 of 69 Exhibit 10.8 In addition, the Participant must specifically report the inward remittance to the Bank of Thailand on a foreign exchange transaction form. If the Participant fails to comply with these obligations, the Participant may be subject to penalties assessed by the Bank of Thailand. The Participant should consult his or her personal advisor prior to taking any action with respect to remittance of cash proceeds into Thailand. The Participant is responsible for ensuring compliance with all exchange control laws in Thailand. UNITED KINGDOM Tax Acknowledgment The following information supplements the information regarding Tax-Related Items in the Acknowledgment of Conditions section of the Award Agreement: If payment or withholding of the income tax due is not made within 90 days of the end of the tax year in which the event giving rise to the Tax-Related Items occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Her Majesty’s Revenue and Customs (”HMRC”) official rate; it will be immediately due and repayable. Notwithstanding the foregoing, if the Participant is an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of this provision will not apply to the Participant. In the event that the Participant is an executive officer or director, as defined above, and income tax is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Corporation or the Employer (as applicable) for the value of any employee NICs due on this additional benefit, which the Corporation and/or the Employer may recover from the Participant at any time thereafter by any of the means referred to in the Acknowledgement of Conditions section of the Award Agreement. 44 of 69 Exhibit 10.8 AVANOS MEDICAL, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT AVANOS MEDICAL, INC., a Delaware corporation (hereinafter called the "Corporation"), has granted to the participant (the “Participant) named in the Notification of Grant Award provided on the Fidelity Stock Plan Services (“Fidelity”) site, or any successor system (the “Grant Notice”), an award (the “Award) of Performance Restricted Stock Units (“PRSUs”) pursuant to the terms set forth in (a) the AVANOS MEDICAL, INC. Equity Participation Plan (the “Plan”) and (b) this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement. Capitalized terms used but not defined in this Award Agreement shall have the meanings specified in the Plan. W I T N E S S E T H: WHEREAS, the Corporation has adopted the Plan to aid in attracting and retaining highly qualified personnel and to encourage those persons who materially contribute, by managerial, scientific or other innovative means, to the success of the Corporation or of an Affiliate, to acquire an ownership interest in the Corporation, thereby increasing their motivation for and interest in the Corporation's or the Affiliate's long-term success; NOW, THEREFORE, it is agreed as follows: 1. Number of Share Units Granted. The Corporation hereby grants to the Participant the target number of PRSUs set forth in the Grant Notice (the “Target Level”) subject to the terms, conditions and restrictions set forth in this Award Agreement, the Grant Notice and the Plan, and the Corporation's attainment of the Performance Goals established by the Committee as set forth on Appendix A-1. The actual number of PRSUs earned by the Participant at the end of the Restricted Period may range from 0 to 200% of the Target Level. 2. Transferability Restrictions. (a) Restricted Period. During the Restricted Period, the Participant may not sell, assign, transfer, or otherwise dispose of, or mortgage, pledge or otherwise encumber the Award. The Award, including any accrued dividend equivalents, shall be subject to forfeiture until the Participant becomes vested in such Awards. PRSUs shall not vest unless and until the Committee makes a final determination of the extent to which the Performance Goals set forth on Appendix A-1 have been satisfied. The Restricted Period shall begin on the date of the granting of this Award, and shall end upon the vesting of the Award. Holders of Awards shall have none of the rights of a shareholder with respect to such shares including, but not limited to, any right to receive dividends in cash or other property or other distribution 45 of 69 Exhibit 10.8 or rights in respect of such shares except as otherwise provided in this Award Agreement, nor to vote such shares as the record owner thereof. During each year in the Restricted Period, the Participant will not be paid dividend equivalents on the unvested PRSUs, but the Participant will receive a credit equal to dividends declared on the Corporation’s Common Stock which will be reinvested in additional PRSUs at the then fair market value of the Corporation’s Common Stock on the date dividends are paid, and the additional PRSUs will be accumulated and paid if and when the PRSUs vest, based on the actual number of PRSUs that vest. In the case of dividends paid in property other than cash, the amount of the dividend shall be deemed to be the fair market value of the property at the time of the payment of the dividend, as determined in good faith by the Corporation. The Corporation shall not be required to segregate any cash or other property of the Corporation. (b) Termination of Service. Participant shall forfeit any unvested Award, including any accrued dividend equivalents, upon termination of employment or service unless such termination is (i) due to a Qualified Termination of Service, or (ii) if more than six months after the Grant Date, due to death, Retirement or Total and Permanent Disability. An authorized leave of absence shall not be deemed to be a termination of employment or service if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment or return to service with the Corporation or an Affiliate under an applicable statute or by contract. For purposes of this subparagraph, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Corporation or an Affiliate. If the period of leave exceeds six months and the Participant does not retain a right to reemployment or return to service under an applicable statute or by contract, the employment or service relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing sentence, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or service or any substantially similar position of employment or service, a 29-month period of absence is substituted for such six-month period in determining whether a termination of employment or service shall be deemed to have occurred. A termination of employment or service with the Corporation or an Affiliate to accept immediate reemployment or return to service with the Corporation or an Affiliate likewise shall not be deemed to be a termination of employment or service for the purposes of the Plan if the level of bona fide services the Participant would perform after such date would continue at a rate equal to more 46 of 69 Exhibit 10.8 than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of services to the Corporation or an Affiliate if the Participant has been providing such services less than 36 months). A Participant who is classified as an intermittent employee, consultant or advisor shall be deemed to have a termination of employment or service for purposes of the Plan if the level of bona fide services the Participant would perform after such date would permanently decrease to less than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of services to the Corporation or an Affiliate if the Participant has been providing such services less than 36 months). (c) Death, Retirement, or Total and Permanent Disability. In the event that more than six months after the Grant Date the Participant’s termination of employment or service is due to death or Total and Permanent Disability, it shall result in pro rata vesting in the number of PRSUs earned. This pro rata vesting shall be based on the Target Level of PRSUs (including any accrued dividend equivalents accumulated pursuant to Section 2(a)) and (1) prorated for the number of days that have elapsed during the performance period contemplated by the Performance Goal prior to the Participant’s termination of employment, multiplied by (2) the Performance Goal percentage as approved and authorized by the Committee at the end of the Restricted Period. Any fractional share of the Corporation resulting from such a prorated award shall be rounded to the nearest whole share and shall be paid within 70 days following the end of the Restricted Period. In the event that more than six months after the Grant Date the Participant’s termination of employment is due to Retirement it shall result in 100% vesting in the number of PRSUs earned based on attainment of the Performance Goal at the end of the Restricted Period as approved and authorized by the Committee, and such Award shall be paid within 70 days following the end of the Restricted Period. Notwithstanding this Section 2(c), if the Corporation receives an opinion of counsel that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that would likely result in the favorable Retirement treatment that applies to the PRSUs under this Section 2(c) being deemed unlawful and/or discriminatory, then the Corporation will not apply the favorable Retirement treatment and PRSUs will be treated as they would under the rules that apply if the Participant’s employment with the Corporation or an Affiliate ends for any other reason, as applicable. (d) Qualified Termination of Service. In the event of a Qualified Termination of Service all restrictions will lapse and the shares will become fully vested at the 47 of 69 Exhibit 10.8 Target Level and shall be paid within 10 days following the last day of employment or service of the Participant with the Corporation or an Affiliate. Notwithstanding anything in this Award Agreement to the contrary, the payment of an Award to a Key Employee who has separated from service due to a Qualified Termination of Employment shall be made at the earlier of the first day of the seventh month following the date of separation from service or the end of the Restricted Period. A Key Employee is any Participant who meets the definition of a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations promulgated thereunder. Payment of Awards. The payment of the Award shall be made in shares of Common Stock. Except as may otherwise be provided in subparagraph 2(d), the payment of an Award shall be made within 70 days following the end of the Restricted Period. Payment of Withholding Taxes. No shares of Common Stock, nor any cash payment, may be delivered under this Award, unless prior to or simultaneously with such issuance, the Participant or, in the event of his death, the person succeeding to his rights hereunder, shall pay to the Corporation or an Affiliate, as applicable, such amount as the Corporation advises is required under applicable federal, state or local laws to withhold and pay over to governmental taxing authorities in relation to this Award. The Corporation may, in its discretion, withhold payment of required withholding taxes with cash or shares of Common Stock which otherwise would be delivered following the date of vesting of the Award. (e) (f) 3. Nontransferability. Neither the Award nor the Participant’s right to receive payment for vested Awards may be assigned or transferred except upon the death of the Participant (i) by will or (ii) by the laws of descent and distribution. 4. Compliance with Law. No payment may be made under this Award, unless prior to the issuance thereof, the Corporation shall have received an opinion of counsel to the effect that this Award by the Corporation to the Participant will not constitute a violation of the U.S. Securities Act of 1933, as amended. As a condition of this Award, the Participant shall, if requested by the Corporation, submit a written statement in form satisfactory to counsel for the Corporation, to the effect that any shares received under this Award shall be for investment and not with a view to the distribution thereof within the meaning of the U.S. Securities Act of 1933, as amended, and the Corporation shall have the right, in its discretion, to cause the certificates representing shares hereunder to be appropriately legended to refer to such undertaking or to any legal restrictions imposed upon the transferability thereof by reason of such undertaking. The Award granted hereby is subject to the condition that if the listing, registration or qualification of the shares subject hereto on any securities exchange or under any state or federal law, or if the consent or approval of any regulatory body shall be necessary as a condition of, or in connection with, the granting of the Award or the delivery of shares 48 of 69 Exhibit 10.8 thereunder, such shares may not be delivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. The Corporation agrees to use its best efforts to obtain any such requisite listing, registration, qualification, consent or approval. The Participant is solely responsible for obtaining/providing whatever exchange control approvals, permits, licenses, or notices, which may be necessary for the Participant to hold the Award, or to receive any payment of cash or shares or to hold or sell the shares subject to the Award, if any. Neither the Corporation nor its Affiliates will be responsible for obtaining any such approvals, licenses or permits, or for making any such notices, nor will the Corporation or its Affiliates be liable for any fines or penalties the Participant may incur for failure to obtain any required approvals, permits or licenses or to make any required notices. 5. No Right of Continued Service. The granting of this Award does not confer upon the Participant any legal right to be continued in the employ or service of the Corporation or its Affiliates, and the Corporation and its Affiliates reserve the right to discharge the Participant whenever the interest of the Corporation or its Affiliates may so require without liability to the Corporation or its Affiliates, the Board of Directors of the Corporation or its Affiliates, or the Committee, except as to any rights which may be expressly conferred on the Participant under this Award. 6. Discretion of the Corporation, Board of Directors and the Committee. Any decision made or action taken by the Corporation or by the Board of Directors of the Corporation or by the Committee arising out of or in connection with the construction, administration, interpretation and effect of this Award shall be within the absolute discretion of the Corporation, the Board of Directors of the Corporation or the Committee, as the case may be, and shall be conclusive and binding upon all persons. 7. Inalienability of Benefits and Interest. This Award and the rights and privileges conferred hereby shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void and no such benefit or interest shall be in any manner liable for or subject to debts, contracts, liabilities, engagements, or torts of the Participant. 8. Delaware Law to Govern. The Plan is governed by and subject to the laws of the United States of America. All questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan shall be determined in accordance with the laws of the State of Delaware. 9. Purchase of Common Stock. The Corporation and its Affiliates may, but shall not be required to, purchase shares of Common Stock of the Corporation for purposes of satisfying the requirements of this Award. The Corporation and its Affiliates shall have no obligation to retain and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of Common Stock of the Corporation purchased for satisfying the requirements of this Award. 49 of 69 Exhibit 10.8 10. Notices. Any notice to be given to the Corporation under this Award shall be addressed to the Corporation in care of its Director of Compensation located at the World Headquarters, and any notice to be given to the Participant under the terms of this Award may be addressed to him or her at the address as it appears on the Corporation's records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Government or any equivalent non-U.S. postal service. 11. Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Committee in (a) the number of shares subject to this Award, and (b) such other provisions of this Award as may be necessary and equitable to carry out the foregoing purposes. 12. Effect on Other Plans. All benefits under this Award shall constitute special incentives and shall not affect the level of benefits provided to or received by the Participant (or the Participant's estate or beneficiaries) as part of any employee benefit plan of the Corporation or an Affiliate. This Award shall not be construed to affect in any way the Participant's rights and obligations under any other plan maintained by the Corporation or an Affiliate on behalf of employees. 13. Discretionary Nature of Award. The grant of an Award is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of PRSUs and vesting provisions. The value of the Award is an extraordinary item outside the scope of the Participant’s employment or service contract, if any. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 14. Data Privacy. The Participant hereby authorizes their employer to furnish the Corporation (and any agent of the Corporation administering the Plan or providing Plan recordkeeping services) with such information and data as it shall request in order to facilitate the grant of Awards and administration of the Plan and the Participant waives any data privacy rights such Participant might otherwise have with respect to such information. 50 of 69 Exhibit 10.8 15. Conflict with Plan. This Award is awarded pursuant to and subject to the Plan. This Agreement is intended to supplement and carry out the terms of the Plan. It is subject to all terms and provisions of the Plan and, in the event of a conflict, the Plan shall prevail. 16. Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Corporation. 17. Amendments. The Committee may at any time alter or amend this Award to the extent (1) permitted by law, (2) permitted by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, and (3) permitted under applicable provisions of the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as amended (including rule 16b-3 thereof). 18. Defined Terms. Terms which are capitalized are defined herein or in the Plan and have the same meaning set forth in the Plan, unless the context indicates otherwise. 19. Non-Competition Provisions For U.S. Participants Only. (a) (b) During the term of the Participant’s employment or service and for a period of two (2) years following the termination of employment or service, regardless of the reason for or the manner of termination, unless otherwise prohibited by state law, the Participant agrees that the Participant shall not, without the written consent of the Corporation, within the United States of America, either directly or indirectly, undertake for a Competitor to perform duties and responsibilities that are the same or substantially similar to those duties and responsibilities that the Participant undertook for the Corporation or an Affiliate, relating to the research, development, production, sales and/or marketing of any health or hygiene product (“Business of the Corporation”) competitive with any health or hygiene product for which the Participant had research, development, production, sales and/or marketing duties or responsibilities during the two (2) year period prior to the end of the Participant’s employment or service, unless such product is no longer produced or sold by the Corporation. As used herein, “Competitor” means any business that is the same or substantially the same as the Business of the Corporation anywhere in the United States; provided, however, the foregoing restriction shall not apply if the Participant resides and/or primarily works in the State of California. During the period of two (2) years following termination of the Participant’s employment or service with the Corporation or an Affiliate, the Participant agrees to notify the Corporation in writing prior to accepting new employment, or engaging in any other activity which may violate this Award Agreement, and the Participant agrees to provide in such notice information concerning the anticipated new employment or activity, including, but not limited to: name of employer; address of employer; name of new team leader; job title; and scope and responsibilities of the new position. The Participant recognizes that such duty of notification is absolute and is not affected by the Participant’s belief that 51 of 69 Exhibit 10.8 such employment or service may perhaps not violate this Award Agreement or otherwise be unfairly competitive with the Corporation. The Participant’s written notice should be addressed to General Counsel, Attention: Noncompetition and Confidentiality Agreement, AVANOS MEDICAL, INC., 5405 Windward Parkway, Alpharetta, Georgia 30004; provided, however, the foregoing notice requirement shall not apply if the Participant resides and/or primarily works in the State of California. During the period of two (2) years following termination of the Participant’s employment or service with the Corporation or an Affiliate, the Participant shall provide a copy of Section 19 of this Award Agreement to each new employer or service recipient before starting in any new employment or service. The Participant agrees that the Corporation may notify any third party about the Participant’s obligations under Section 19 of this Award Agreement until such obligations are fulfilled. If any provision of this Section 19 is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be deemed to be severed from the Award Agreement and such invalidity, illegality or unenforceability will not affect any other provision of the Award Agreement, all of which shall remain valid and enforceable. Notwithstanding the foregoing, if a court of competent jurisdiction determines that the covenants contained in this Section 19 are unenforceable because they are overbroad in some respect, to the full extent permitted by applicable law, the court should revise or reform any aspect of this Section 19 so as to make the scope of such Section 19 as broad as can be enforced under applicable law. In the event of an anticipated or actual breach by the Participant of this provision, the Participant acknowledges and agrees that damages would not be an adequate remedy to compensate the Corporation for the harm to the business of the Corporation and, in such event, agrees that the Corporation shall be entitled to a temporary restraining order and to temporary injunctive relief to prevent or terminate such anticipated or actual breach, provided, however, that nothing in this Agreement shall be construed to limit any permanent relief to which the Corporation may be entitled or the damages otherwise recoverable by the Corporation in any such event. If the Participant violates any aspect of this provision, or any duty of loyalty or confidentiality imposed by law, in addition to any damages that the Participant may be required to pay, the Participant understands and agrees that the Participant shall be required to reimburse the Corporation for all its costs incurred to enforce this Award Agreement, including but not limited to, all attorneys’ fees. (c) (d) (e) (f) 20. Acceptance of Award Terms and Conditions. A Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date of this Award to accept 52 of 69 Exhibit 10.8 this Award Agreement. If the Participant does not accept this Award Agreement on or before the end of such one hundred twenty (120) day period then the grant of the Award shall not be binding on and shall be voidable by the Corporation, in which case it shall have no further force or effect. Acknowledgment of Conditions I understand, acknowledge and agree to the following conditions with respect to the Award granted to me under the Plan: • The Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated at any time, to the extent permitted by the Plan. The grant of an Award is a voluntary and occasional benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award in the future, even if the Awards have been granted in the past. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of Awards, vesting provisions and the exercise price. • My participation in the Plan is voluntary. Participation in the Plan will not create a right to further employment or service with my actual employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate my employment or service relationship at any time. Further, the Award and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Corporation or any Affiliate. • The Award and the shares of Common Stock subject to the Award and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Corporation or, if different, the Employer, and which are outside the scope of my employment or service contract, if any, and are not intended to replace any pension rights or compensation. As such, the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event, shall be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer or any other Affiliate. • Unless otherwise agreed with the Corporation, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate. • The future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty. • The Award will be subject to any policy adopted by the Corporation relating to the recovery of such Award to the extent it is determined that the Performance Goals were not actually achieved. 53 of 69 Exhibit 10.8 • No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of my employment or service by the Corporation or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Corporation, the Employer or any other Affiliate, waive my ability, if any, to bring any such claim, and release the Corporation, the Employer and all other Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims. • In the event of termination of my employment or service (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the Plan), my right to receive PRSUs and vest in the Award under the Plan, if any, will terminate effective as of the date that I am no longer actively employed or in service and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when I am no longer actively employed or in service for purposes of the Award. • The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the Plan, or my acquisition or sale of the underlying shares of Common Stock. Further, I have been advised to consult with my own advisors regarding participation in the Plan before taking any action related to the Plan. • Neither the Corporation, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to me pursuant to the settlement of the PRSUs or the subsequent sale of any shares of Common Stock acquired upon settlement. • Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to my participation in the Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Corporation or the Employer. I further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the PRSUs, the vesting of PRSUs, the conversion of the PRSUs into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to Tax-Related Items in more than one jurisdiction, I 54 of 69 Exhibit 10.8 acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. • Prior to the relevant taxable or tax withholding event, as applicable, I shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy or account for all Tax-Related Items. In this regard, I authorize the Corporation or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding from my wages or other cash compensation paid to me by the Corporation and/or the Employer; or (2) withholding from proceeds of the sale of shares acquired upon vesting of the Award either through a voluntary sale or through a mandatory sale arranged by the Corporation (on my behalf, pursuant to this authorization); or (3) withholding in shares to be issued upon vesting of the Award. • Depending on the method of withholding, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case I will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, I am deemed to have been issued the full number of shares subject to the Award, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of my participation in the Plan. • • • I shall pay to the Corporation or to the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold or account for as a result of my participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to deliver shares or the proceeds of the sale of shares to me if I fail to comply with my obligations in connection with the Tax-Related Items. I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Award Agreement and any other grant materials by and among, as applicable, my Employer, the Corporation, and its other Affiliates for the exclusive purpose of implementing, administering and managing my participation in the Plan. I understand that the Corporation and my Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Corporation, details of all Awards or any other entitlement to shares of Common Stock awarded, canceled, vested, unvested or outstanding in my favor (“Data”), for the purpose of implementing, administering and managing the Plan. 55 of 69 Exhibit 10.8 • I understand that Data will be transferred to Fidelity, or such other stock plan service provider as may be selected by the Corporation in the future, which is assisting the Corporation with the implementation, administration and management of the Plan. I understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Corporation, Fidelity and any other possible recipients which may assist the Corporation (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment or service status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Corporation would not be able to grant me PRSUs or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative. • The Plan and the Award are governed by and subject to U.S. law. Interpretation of the Plan and my rights under the Plan will be governed by provisions of U.S. law. For purposes of litigating any dispute that arises under this Award or Award Agreement, the parties submit to and consent to the jurisdiction of the State of Georgia, U.S.A. and agree that such litigation shall be conducted in the federal courts for the United States for the Northern District of Georgia and no other courts. • I am solely responsible for obtaining/providing whatever exchange control approvals, permits, licenses or notices, which may be necessary for my Award, to acquire the shares or to hold or sell the shares subject to the PRSU award. Neither the Corporation nor its Affiliates will be responsible for obtaining such approvals, licenses or permits, or for making any such notices, nor will the Corporation or its Affiliates be liable for any fines or penalties I may incur for failure to obtain any required approvals, permits or licenses or to make any required notices. • The provisions of this Award Agreement are severable and if one or more of the provisions of this Award Agreement shall be held invalid, illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable. To the extent that any provisions of this Award Agreement are held to be invalid or unenforceable 56 of 69 Exhibit 10.8 in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan. • If I have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. • Notwithstanding any provisions in this Award Agreement, the Award shall be subject to any special terms and conditions set forth in Appendix A to this Award Agreement for my country. Moreover, if I relocate to one of the countries included in Appendix A, the special terms and conditions for such country will apply to me, to the extent the Corporation determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Award Agreement. • The Corporation reserves the right to impose other requirements on my participation in the Plan, on the Award and on any shares acquired under the Plan, to the extent the Corporation determines it is necessary or advisable for legal or administrative reasons, and to require me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. • The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. I hereby consent to receive such documents by on-line delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third-party designated by the Corporation. • A waiver by the Corporation of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by me or any other participant. • Depending on my country, I may be subject to insider trading restrictions and/or market abuse laws, which may affect my ability to acquire or sell shares of Common Stock or rights to shares of Common Stock (e.g., PRSUs) under the Plan during such times as I am considered to have “inside information” regarding the Corporation (as defined by the laws in my country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Corporation insider trading policy. I am responsible for ensuring my compliance with any applicable restrictions and am advised to speak with my personal legal advisor on this matter. Conclusion and Acceptance I accept this grant via electronic signature by clicking the "Accept" icon and certify that I have read, understand and agree to the terms and conditions of the AVANOS MEDICAL, INC. 57 of 69 Exhibit 10.8 Equity Participation Plan (the "Plan"), the provisions of the applicable Award Agreement and all other applicable documents (including any country-specific terms applicable to my grant). I hereby authorize the Employer or service recipient to furnish the Corporation (and any agent administering the Plan or providing recordkeeping services) with such information and data as it shall request in order to facilitate the grant of Awards and enable administration of the Plan and I understand that such information shall be used only as long and to the extent necessary to administer my participation in the Plan. I agree that my participation in the Plan and the Awards granted to me under the Plan will be governed solely by provisions of U.S. law. 58 of 69 Exhibit 10.8 AVANOS MEDICAL, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT APPENDIX A Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the Plan and/or the Award Agreement. This Appendix A includes additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides and/or works in one of the countries listed below. This Appendix A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2015. Such laws are often complex and change frequently. As a result, the Corporation strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at vesting of the Award or the subsequent sale of the shares or receipt of any dividends or dividend equivalents. In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Corporation is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working, transferred or transfers employment after the Award is granted or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to the Participant. The Corporation shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to the Participant in such circumstances. AUSTRALIA Award Forfeited on Termination of Employment Notwithstanding any other provision in the Award Agreement, the Participant shall forfeit any unvested Award, including any accrued dividend equivalents, upon any termination of 59 of 69 Exhibit 10.8 employment including, but not limited to, any termination that is due to a Qualified Termination of Employment, death, Retirement or Total and Permanent Disability. Securities Law Information If the Participant acquires shares of the Corporation’s Common Stock pursuant to this Award and the Participant offers his or her shares of the Corporation’s Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice on his or her disclosure obligations prior to making any such offer. Exchange Control Information Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on the Participant’s behalf. BELGIUM Foreign Asset/Account Reporting Information The Participant is required to report any bank accounts opened and maintained outside Belgium on his or her annual tax return. BRAZIL Compliance with Law By accepting the Award, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the vesting of the PRSUs, the conversion of the PRSUs into shares or the receipt of an equivalent cash payment, the receipt of any dividends, and the sale of shares of Common Stock acquired under the Plan. Exchange Control Information If the Participant is resident or domiciled in Brazil, he or she will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include shares of Common Stock. CANADA Award Payable Only in Shares Awards granted to Participants in Canada shall be paid in shares of the Corporation’s Common Stock only and do not provide any right for Participant to receive a cash payment. 60 of 69 Exhibit 10.8 Securities Law Information The Participant is permitted to sell shares acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the shares are listed. The Corporation’s shares are currently listed on New York Stock Exchange. Acknowledgment of Conditions The following provision supplements the Acknowledgement of Conditions section of the Award Agreement: Except as may otherwise be explicitly provided in the Plan or this Award Agreement, for the purposes of this Award Agreement, my termination of employment will be measured effective as of the date that is the earlier of: (1) the date my employment is terminated, (2) the date I receive notice of termination of employment or service from the Employer, or (3) the date I am no longer actively employed or providing services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law, and/or common law); the Committee shall have the exclusive discretion to determine when I am no longer actively employed or providing services for purposes of the PRSUs. Foreign Asset/Account Reporting Information Foreign property (including shares of Common Stock) held by Canadian residents must be reported annually on Form T1135 (Foreign Income Verification Statement) if the total value of such foreign property exceeds C$100,000 at any time during the year. It is not certain if the PRSUs constitute foreign property that needs to be reported on Form T1135. The form must be filed by April 30th of the following year. It is the Participant’s responsibility to comply with applicable reporting obligations. The following provisions apply if the Participant is a resident of Quebec: Language Consent The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement à ou suite à la présente convention. Authorization to Release and Transfer Necessary Personal Information 61 of 69 Exhibit 10.8 The Participant hereby authorizes the Corporation and the Corporation’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Corporation, any Affiliate and the plan administrators to disclose and discuss the Plan with their advisors. The Participant further authorizes the Corporation and any Affiliate to record such information and to keep such information in the Participant’s employee file. CHINA Awards Payable Only in Cash Notwithstanding anything in the Award Agreement, Awards granted to Participants in China do not provide any right for the Participant to receive shares of Common Stock and shall be paid only in cash through local payroll in an amount equal to the value of the shares at vesting less any Tax-Related Items. The Participant agrees to bear any currency fluctuation risk between the time the Awards vest and the time the cash payment is distributed to the Participant through local payroll. FRANCE PRSUs Not Tax-Qualified The Participant understands that this Award is not intended to be French tax-qualified. Consent to Receive Information in English By accepting the Award Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Award Agreement) which were provided in the English language. The Participant accepts the terms of those documents accordingly. En acceptant le Contrat d'Attribution décrivant les termes et conditions de l’attribution au Participant, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d'Attribution) qui ont été fournis en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause. Foreign Asset/Account Reporting Information If the Participant holds shares of Common Stock outside of France or maintains a foreign bank account, he or she is required to report such to the French tax authorities when filing his or her annual tax return. Failure to comply could trigger significant penalties. GERMANY Exchange Control Information 62 of 69 Exhibit 10.8 Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. No report is required for payments less than €12,500. In case of payments in connection with securities (including proceeds realized upon the sale of shares of Common Stock), the report must be made by the 5th day of the month following the month in which the payment was received. The report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant is responsible for satisfying the reporting obligation. HONDURAS There are no country-specific provisions. INDIA Awards Payable in Cash Only Notwithstanding anything in the Award Agreement, Awards granted to Participants in India do not provide any right for the Participant to receive shares of Common Stock and shall be paid only in cash in an amount equal to the value of shares of Common Stock at vesting less any Tax-Related Items. The Participant agrees to bear any currency fluctuation risk between the time the Awards vest and the time the cash payment is distributed to the Participant. Foreign Asset/Account Reporting Information The Participant is required to declare foreign bank accounts and any foreign financial assets in his or her annual tax return. It is the Participant’s responsibility to comply with this reporting obligation and the Participant should consult with his or her personal tax advisor in this regard. JAPAN Foreign Asset/Account Reporting Information The Participant will be required to report details of any assets (including any shares of Common Stock acquired under the Plan) held outside of Japan as of December 31 of each year, to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant should consult with his or her personal tax advisor as to whether the reporting obligation applies to the Participant and whether the Participant will be required to report details of any outstanding PRSUs or shares of Common Stock held by the Participant in the report. st th PRSUs may not be issued in Japan to persons who are not employees, officers or directors of the Corporation or an Affiliate. MEXICO Modification 63 of 69 Exhibit 10.8 By accepting the Award, the Participant understands and agrees that any modification of the Plan or the Award Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment. Acknowledgment of the Grant In accepting the Award, the Participant acknowledges that the Participant has received a copy of the Plan and the Award Agreement, including this Appendix A, has reviewed the Plan and the Award Agreement, including this Appendix A, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix A. The Participant further acknowledges that the Participant has read and specifically and expressly approves the Acknowledgement of Conditions section of the Award Agreement, in which the following is clearly described and established: (1) The Participant’s participation in the Plan does not constitute an acquired right. (2) The Plan and the Participant’s participation in the Plan are offered by the Corporation on a wholly discretionary basis. (3) The Participant’s participation in the Plan is voluntary. (4) Neither the Corporation nor any Affiliates are responsible for any decrease in the value of the Award granted and/or shares of Common Stock issued under the Plan. Labor Acknowledgment and Policy Statement In accepting the grant of this Award, the Participant expressly recognizes that AVANOS MEDICAL, INC., with registered offices at 5405 Windward Parkway, Alpharetta, Georgia 30004, U.S.A. , is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of shares of common stock do not constitute an employment relationship between the Participant and the Corporation since the Participant is participating in the Plan on a wholly commercial basis and his or her Employer is Avent S. de R.L. de C.V or La Ada de Acuna (“Avanos-Mexico”). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Participant and the Employer, Avanos-Mexico and do not form part of the employment conditions and/or benefits provided by Avanos-Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment. The Participant further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Corporation; therefore, the Corporation reserves the 64 of 69 Exhibit 10.8 absolute right to amend and/or discontinue the Participant’s participation at any time without any liability to the Participant. Finally, the Participant hereby declares that he or she does not reserve to himself or herself any action or right to bring any claim against AVANOS MEDICAL, INC.for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Corporation, its shareholders, officers, agents, or legal representatives or Affiliates with respect to any claim that may arise. Spanish Translation Modificación Al aceptar el Premio, el Participante entiende y acuerda que cualquier modificación al Plan o al Acuerdo o su terminación, no cambiará o disminuirá los términos y condiciones de empleo. Reconocimiento del Otorgamiento Al aceptar el Premio, el Participante está de acuerdo en haber recibido una copia del Plan, del Acuerdo incluyendo el presente Anexo “A” y ha revisado el Plan y el Acuerdo, incluyendo este Anexo “A” en su totalidad y comprende y acepta todas las disposiciones previstas en el Plan, en el Acuerdo, incluyendo el presente Anexo “A”. Asimismo, el Participante reconoce que ha leído y específicamente aprueba la sección de Reconocimiento de las Condiciones del Acuerdo, en el cual claramente se describe y establece lo siguiente: (1) La participación del Participante en el Plan no constituye un derecho adquirido. (2) El Plan y la participación del Participante en el Plan se ofrecen por la Compañía de forma completamente discrecional. (3) La participación del Participante en el Plan es voluntaria. (4) Ni la Compañía ni sus Afiliadas son responsables por la reducción del valor del Premio y/o Acciones Ordinarias emitidas bajo el Plan. Reconocimiento de la Legislación Laboral y Declaración de la Política Al aceptar el otorgamiento de este Premio, el Participante expresamente reconoce que AVANOS MEDICAL, INC. con oficinas registradas en 5405 Windward Parkway, Alpharetta, Georgia 30004, U.S.A.., es la única responsable por la administración del Plan y que la participación del Participante en el Plan y en su caso la adquisición de las Opciones de Compra de Acciones o Acciones no constituyen ni podrán interpretarse como una relación de trabajo entre el Participante y AVANOS MEDICAL, INC., ya que el Participante y la Compañía, ya que el Participante participa en el Plan en un marco totalmente comercial y su Patrón es Avent S. de R.L. de C.V or La Ada de Acuna ("Avanos México"). Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los beneficios que pudieran 65 of 69 Exhibit 10.8 derivar de la participación en el Plan no establecen derecho alguno entre el Participante y el Patrón, Avanos México y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Avanos México y que cualquier modificación al Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones de la relación de trabajo del Participante. Asimismo, el Participante reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía, por lo tanto, la Compañía se reserva el absoluto derecho de modificar y/o terminar la participación del Participante en cualquier momento y sin responsabilidad alguna frente el Participante. Finalmente, el Participante por este medio declara que no se reserva derecho o acción alguna que ejercitar en contra de AVANOS MEDICAL, INC. por cualquier compensación o daño en relación con las disposiciones del Plan o de los beneficios derivados del Plan y por lo tanto, el Participante otorga el más amplio finiquito que en derecho proceda a la Compañía, sus afiliadas, subsidiarias, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales en relación con cualquier demanda que pudiera surgir. SINGAPORE Securities Law Information The Award is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the Award is subject to section 257 of the SFA and the Participant will not be able to make (i) any subsequent sale of the shares of Common Stock in Singapore or (ii) any offer of such subsequent sale of the shares of Common Stock subject to the Award in Singapore, unless such sale or offer is made (a) after six months of the Grant Date or (b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA. Chief Executive Officer and Director Notification Obligation If the Participant is the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of the Corporation’s Singapore Affiliate, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Corporation’s Singapore Affiliate in writing when the Participant receives an interest (e.g., an Award or shares) in the Corporation or any Affiliate. In addition, the Participant must notify the Corporation’s Singapore Affiliate when he or she sells shares of the Corporation or of any Affiliate (including when the Participant sells shares issued upon vesting and settlement of the Award). These notifications must be made within two business days of (i) acquiring or disposing of any interest in the Corporation or any Affiliate, or (ii) any change in a previously-disclosed interest (e.g., upon vesting of the Award or when shares of Common Stock acquired under the Plan are subsequently sold). In addition, a notification of the Participant’s interests in the Corporation or any Affiliate must be made within two business days of becoming the CEO or a director, associate director or shadow director. 66 of 69 Exhibit 10.8 SWEDEN There are no country-specific provisions THAILAND Exchange Control Information If the proceeds from the sale of shares of Common Stock or the receipt of dividends paid on such shares are equal to or greater than US$50,000 in a single transaction, the Participant must repatriate all cash proceeds to Thailand immediately following the receipt of the cash proceeds and then either convert such proceeds to Thai Baht or deposit the proceeds into a foreign currency account opened with a commercial bank in Thailand within 360 days of repatriation. In addition, the Participant must specifically report the inward remittance to the Bank of Thailand on a foreign exchange transaction form. If the Participant fails to comply with these obligations, the Participant may be subject to penalties assessed by the Bank of Thailand. The Participant should consult his or her personal advisor prior to taking any action with respect to remittance of cash proceeds into Thailand. The Participant is responsible for ensuring compliance with all exchange control laws in Thailand. UNITED KINGDOM Tax Acknowledgment The following information supplements the information regarding Tax-Related Items in the Acknowledgment of Conditions section of the Award Agreement: If payment or withholding of the income tax due is not made within 90 days of the end of the tax year in which the event giving rise to the Tax-Related Items occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Her Majesty’s Revenue and Customs (”HMRC”) official rate; it will be immediately due and repayable. Notwithstanding the foregoing, if the Participant is an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of this provision will not apply to the Participant. In the event that the Participant is an executive officer or director, as defined above, and income tax is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Corporation or the Employer (as applicable) for the value of any employee NICs due on this additional benefit, which the Corporation and/or the Employer may 67 of 69 recover from the Participant at any time thereafter by any of the means referred to in the Acknowledgement of Conditions section of the Award Agreement. Exhibit 10.8 68 of 69 Exhibit 10.8 Performance Goal for AVANOS MEDICAL, INC. Performance Restricted Stock Unit Awards Granted in 2019 TSR Definition: (Ending Stock Price - Beginning Stock Price) + Reinvested Dividends / Beginning Stock Price Comparator Group: All companies in the S&P 6-Digit GICS code for Healthcare Equipment and Supplies revenue > $500M for most recent fiscal year. This group currently consists of approximately 28 companies. Performance/Payout Scale: The TSR for all members of the comparator group at the end of the period will be calculated and each member will then be ranked. Payout will be calculated using: • Threshold: 25th percentile = 50% of shares • • • Linear interpolation between 25th and 75th percentile 50th percentile - 100% of shares 75th percentile - 200% of shares Performance Period: 3 year with stock price equal to the average of the closing price of the first 30 trading days (beginning 1/1/2019) and the closing price of the last 30 trading days (ending 12/31/2021) Negative TSR: Plan pays at performance levels outlined above. 69 of 69 Avanos Medical, Inc. Subsidiaries Company Arabian Medical Products Manufacturing Company Avanos Medical (Shanghai) Co., Ltd. Avanos Medical (Thailand) Limited Avanos Medical Australia Pty Ltd. Avanos Medical Belgium BVBA Avanos Medical Brasil Consultoria Ltda. Avanos Medical Brasilia, LLC Avanos Medical Canada Inc. Avanos Medical Deutschland GmbH Avanos Medical France SAS Avanos Medical India Private Limited Avanos Medical International, Inc. Avanos Medical Japan, Inc. Avanos Medical Japan, Inc. (Japanese Branch) Avanos Medical Korea Limited Avanos Medical Mexico, S. de R.L. de C.V. Avanos Medical Nederland B.V. Avanos Medical Sales, LLC Avanos Medical Sao Paulo, LLC Avanos Medical Singapore Pte. Ltd. Avanos Medical South Africa (Pty) Ltd. Avanos Medical UK Limited Avent Holdings, LLC Avent S. de R.L. de C.V. Avent, Inc. CoolSystems, Inc. Corpak SAS EchoGuide B.V. I-Flow Holdings, LLC Maxter Catheters SAS Microcuff GmbH NeoMed Innovative Medical Ventures Limited NeoMed, Inc. Safeskin (B.V.I.) Limited Tunis Medical Services Exhibit No. 21 Jurisdiction of Incorporation or Organization Saudi Arabia China Thailand Australia Belgium Brazil Delaware Canada Germany France India Delaware Delaware Japan S. Korea Mexico Netherlands North Carolina Delaware Singapore South Africa United Kingdom Delaware Mexico Delaware California France Netherlands Delaware France Germany Ireland Georgia British Virgin Islands Tunisia CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit No. 23 We consent to the incorporation by reference in Registration Statement Nos. 333-199748 and 333-233071 on Form S-8 of our reports dated February 19, 2021, relating to the consolidated financial statements of Avanos Medical, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Avanos Medical, Inc. for the year ended December 31, 2020. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Atlanta, Georgia February 19, 2021 POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ Gary D. Blackford Gary D. Blackford POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ John P. Byrnes John P. Byrnes POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ William A. Hawkins, III William A. Hawkins, III POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ Heidi Kunz Heidi Kunz POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ Patrick J. O’Leary Patrick J. O’Leary POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ Maria Sainz Maria Sainz POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ Julie Shimer Julie Shimer POWER OF ATTORNEY Exhibit No. 24 KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint S. Ross Mansbach, with full power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Avanos Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”), and any and all amendments to the 10-K and to deliver and file the same with all exhibits thereto, and all other documents in connection therewith, to and with the Securities and Exchange Commission and the national securities exchanges, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand effective this 11th day of February, 2021. /s/ Joseph F. Woody Joseph F. Woody CERTIFICATIONS Exhibit No. 31(a) I, Joseph F. Woody, certify that: 1. 2. 3. 4. I have reviewed this annual report on Form 10-K of Avanos Medical, Inc. (the “registrant”); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 19, 2021 /s/ Joseph F. Woody Joseph F. Woody Chief Executive Officer (principal executive officer) CERTIFICATIONS Exhibit No. 31(b) I, Michael C. Greiner, certify that: 1. 2. 3. 4. I have reviewed this annual report on Form 10-K of Avanos Medical, Inc. (the “registrant”); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 19, 2021 /s/ Michael C. Greiner Michael C. Greiner Senior Vice President and Chief Financial Officer (principal financial officer) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code Exhibit No. 32(a) I, Joseph F. Woody, Chief Executive Officer of Avanos Medical, Inc., certify that, to my knowledge: (1) (2) the Form 10-K, filed with the Securities and Exchange Commission on February 19, 2021 (“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of operations of Avanos Medical, Inc. February 19, 2021 /s/ Joseph F. Woody Joseph F. Woody Chief Executive Officer Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code Exhibit No. 32(b) I, Michael C. Greiner, Chief Financial Officer of Avanos Medical, Inc., certify that, to my knowledge: (1) (2) the Form 10-K, filed with the Securities and Exchange Commission on February 19, 2021 (“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of operations of Avanos Medical, Inc. February 19, 2021 /s/ Michael C. Greiner Michael C. Greiner Senior Vice President and Chief Financial Officer 

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