DENTSPLY SIRONA Inc. 10-K

Item 8. Financial Statements and Supplementary Data 1. Financial Statements The following consolidated financial statements of the Company are filed as part of this Form 10-K: Page Management’s Report on Internal Control Over Financial Reporting 63 Report of Independent Registered Public Accounting Firm 64 Consolidated Statements of Operations - Years ended December 31, 2023, 2022, and 2021 67 Consolidated Statements of Comprehensive Income or Loss - Years ended December 31, 2023, 2022, and 2021 68 Consolidated Balance Sheets - December 31, 2023 and 2022 69 Consolidated Statements of Changes in Equity - Years ended December 31, 2023, 2022, and 2021 70 Consolidated Statements of Cash Flows - Years ended December 31, 202 3 , 202 2 , and 20 21 71 Note 1 - Significant Accounting Policies 73 Note 2 - Revenue 83 Note 3 - Stock Compensation 85 Note 4 - Earnings Per Common Share 87 Note 5 - Comprehensive (Loss) Income 88 Note 6 - Segment and Geographic Information 90 Note 7 - Other Expense (Income), Net 94 Note 8 - Inventories, Net 95 Note 9 - Property, Plant and Equipment, Net 96 Note 10 - Leases 97 Note 11 - Goodwill and Intangible Assets 99 Note 12 - Prepaid Expenses and Other Current Assets 103 Note 13 - Accrued Liabilities 104 Note 14 - Financing Arrangements 105 Note 15 - Equity 107 Note 16 - Income Taxes 109 Note 17 - Benefit Plans 112 Note 18 - Restructuring and Other Costs 118 Note 19 - Financial Instruments and Derivatives 120 Note 20 - Fair Value Measurement 126 Note 21 - Commitments and Contingencies 128 2. Financial Statement Schedule for the Years Ended December 31, 2023, 2022, and 2021. The following financial statement schedule is filed as part of this Form 10-K and is covered by the Report of Independent Registered Public Accounting Firm Page Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 . 132 + 62 Management’s Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The 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 accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 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 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. Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making its assessment, management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its assessment, management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective based on the criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein. /s/ Simon D. Campion /s/ Glenn G. Coleman Simon D. Campion Glenn G. Coleman President and Chief Executive Officer Executive Vice President and Chief Financial Officer February 29, 2024 February 29, 2024 63 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Dentsply Sirona Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Dentsply Sirona Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income or loss, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedule listed in the index appearing under Item 8 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, 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 Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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. 64 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. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated 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. Annual and Interim Goodwill Impairment Assessments – Certain Reporting Units As described in Notes 1 and 11 to the consolidated financial statements, the Company’s consolidated net goodwill balance was $2,438 million as of December 31, 2023, of which a portion relates to certain reporting units. Goodwill is tested for impairment at the reporting unit level annually as of April 1 of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Management performs impairment tests by comparing the fair value of each reporting unit to its carrying amount to determine if there is a potential impairment. On April 1, 2023, management realigned its reporting units due to a change in organizational structure. Reporting units under the former structure were tested for impairment prior to the realignment, and no impairment was identified. As a result of the realignment, the Company reallocated its goodwill to align its new reporting units which resulted from the change in its operating segments. Goodwill was reassigned to each of the new reporting units using a relative fair value approach. Management assessed the goodwill of the new reporting units and its indefinite-lived intangible assets for impairment as of April 1, 2023. Based on this test, it was determined that the fair values of its reporting units and indefinite-lived intangible assets more likely than not exceeded their carrying values, resulting in no impairment. In the third quarter of 2023, management identified indicators of a "more likely than not" impairment related to its Connected Technology Solutions reporting unit, which comprises all of the Connected Technology Solutions segment. The decline in fair value for this reporting unit was driven by adverse macroeconomic factors as a result of weakened demand, particularly in European markets, and increased discount rates. As a result of the interim test, management recorded a pre-tax goodwill impairment charge related to the Connected Technology Solutions reporting unit within the Connected Technology Solutions segment of $291 million. As disclosed by management, the Company uses a discounted cash flow model as its valuation technique to measure the fair value for its reporting units. The discounted cash flow model uses five- to ten-year forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The significant assumptions used by management in the application of the discounted cash flow model include, but are not limited to, the discount rates, revenue growth rates, perpetual revenue growth rates, and future operating margin percentages of the reporting unit’s business. The principal considerations for our determination that performing procedures relating to the annual and interim goodwill impairment assessments of certain reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rates, revenue growth rates, perpetual revenue growth rates, and future operating margin percentages for both the annual and interim assessments, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Company’s reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimates of certain of the Company’s reporting units; evaluating the appropriateness of the discounted cash flow models; testing the completeness and accuracy of underlying data used in the discounted cash flow models; and evaluating the reasonableness of significant assumptions used by management related to the discount rates, revenue growth rates, perpetual revenue growth rates, and future operating margin percentages. Evaluating management’s assumptions related to revenue growth rates, perpetual revenue growth rates, and future operating margin percentages involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s discounted cash flow models and (ii) the reasonableness of the assumptions related to the discount rates and perpetual revenue growth rates. 65 /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Charlotte, North Carolina February 29, 2024 We have served as the Company’s auditor since 2000. 66 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) Year Ended December 31, 2023 2022 2021 Net sales $ 3,965 $ 3,922 $ 4,231 Cost of products sold 1,879 1,795 1,884 Gross profit 2,086 2,127 2,347 Selling, general, and administrative expenses 1,613 1,589 1,551 Research and development expenses 184 174 171 Goodwill and intangible asset impairments 307 1,287 — Restructuring and other costs 67 14 17 Operating (loss) income ( 85 ) ( 937 ) 608 Other income and expenses: Interest expense, net 81 65 61 Other expense (income), net 9 53 2 (Loss) income before income taxes ( 175 ) ( 1,055 ) 545 (Benefit) provision for income taxes ( 43 ) ( 105 ) 134 Net (loss) income ( 132 ) ( 950 ) 411 Less: Net income (loss) attributable to noncontrolling interests — — — Net (loss) income attributable to Dentsply Sirona $ ( 132 ) $ ( 950 ) $ 411 Net (loss) income per common share attributable to Dentsply Sirona: Basic $ ( 0.62 ) $ ( 4.41 ) $ 1.88 Diluted $ ( 0.62 ) $ ( 4.41 ) $ 1.87 Weighted average common shares outstanding: Basic 212.0 215.5 218.4 Diluted 212.0 215.5 220.2 The accompanying notes are an integral part of these consolidated financial statements. 67 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OR LOSS (in millions) Year Ended December 31, 2023 2022 2021 Net (loss) income $ ( 132 ) $ ( 950 ) $ 411 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments 49 ( 156 ) ( 181 ) Net (loss) gain on derivative financial instruments ( 30 ) 29 25 Pension liability adjustments ( 27 ) 91 26 Total other comprehensive loss ( 8 ) ( 36 ) ( 130 ) Total comprehensive (loss) income ( 140 ) ( 986 ) 281 Less: Comprehensive (loss) income attributable to noncontrolling interests — — ( 2 ) Comprehensive (loss) income attributable to Dentsply Sirona $ ( 140 ) $ ( 986 ) $ 283 The accompanying notes are an integral part of these consolidated financial statements. 68 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except per share amounts) December 31, 2023 2022 Assets Current Assets: Cash and cash equivalents $ 334 $ 365 Accounts and notes receivable-trade, net 695 632 Inventories, net 624 627 Prepaid expenses and other current assets 320 269 Total Current Assets 1,973 1,893 Property, plant and equipment, net 800 761 Operating lease right-of-use assets, net 178 200 Identifiable intangible assets, net 1,705 1,903 Goodwill, net 2,438 2,688 Other noncurrent assets 276 198 Total Assets $ 7,370 $ 7,643 Liabilities and Equity Current Liabilities: Accounts payable $ 305 $ 279 Accrued liabilities 749 727 Income taxes payable 49 46 Notes payable and current portion of long-term debt 322 118 Total Current Liabilities 1,425 1,170 Long-term debt 1,796 1,826 Operating lease liabilities 125 149 Deferred income taxes 228 287 Other noncurrent liabilities 502 399 Total Liabilities 4,076 3,831 Commitments and contingencies (Note 21) Equity: Preferred stock, $ 1.00 par value; 0.25 million shares authorized; no shares issued — — Common stock, $ 0.01 par value; 3 3 400.0 million shares authorized at December 31, 2023 and 2022 264.5 million shares issued at December 31, 2023 and 2022 207.2 million and 215.2 million shares outstanding at December 31, 2023 and 2022, respectively Capital in excess of par value 6,643 6,629 Retained earnings 205 456 Accumulated other comprehensive loss ( 636 ) ( 628 ) Treasury stock, at cost, 57.3 million and 49.3 million shares at December 31, 2023 and 2022, respectively ( 2,922 ) ( 2,649 ) Total Dentsply Sirona Equity 3,293 3,811 Noncontrolling interests 1 1 Total Equity 3,294 3,812 Total Liabilities and Equity $ 7,370 $ 7,643 The accompanying notes are an integral part of these consolidated financial statements. 69 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions, except per share amounts) Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Dentsply Sirona Equity Noncontrolling Interests Total Equity Balance at December 31, 2020 $ 3 $ 6,604 $ 1,198 $ ( 464 ) $ ( 2,409 ) $ 4,932 $ 3 $ 4,935 Net income — — 411 — — 411 — 411 Other comprehensive loss — — — ( 128 ) — ( 128 ) ( 2 ) ( 130 ) Exercise of stock options — 15 — — 37 52 — 52 Stock based compensation expense — 49 — — — 49 — 49 Funding of employee stock purchase plan — 2 — — 3 5 — 5 Treasury shares purchased — — — — ( 200 ) ( 200 ) — ( 200 ) Restricted stock unit distributions — ( 65 ) — — 34 ( 31 ) — ( 31 ) Restricted stock unit dividends — 1 ( 1 ) — — — — — Cash dividends declared ($ 0.43 per share) — — ( 94 ) — — ( 94 ) — ( 94 ) Balance at December 31, 2021 $ 3 $ 6,606 $ 1,514 $ ( 592 ) $ ( 2,535 ) $ 4,996 $ 1 $ 4,997 Net loss — — ( 950 ) — — ( 950 ) — ( 950 ) Other comprehensive loss — — — ( 36 ) — ( 36 ) — ( 36 ) Exercise of stock options — 1 — — 6 7 — 7 Stock based compensation expense — 59 — — — 59 — 59 Funding of employee stock purchase plan — 1 — — 5 6 — 6 Treasury shares purchased — — — — ( 150 ) ( 150 ) — ( 150 ) Restricted stock unit distributions — ( 38 ) — — 25 ( 13 ) — ( 13 ) Cash dividends declared ($ 0.50 per share) — — ( 108 ) — — ( 108 ) — ( 108 ) Balance at December 31, 2022 $ 3 $ 6,629 $ 456 $ ( 628 ) $ ( 2,649 ) $ 3,811 $ 1 $ 3,812 Net loss — — ( 132 ) — — ( 132 ) — ( 132 ) Other comprehensive loss — — — ( 8 ) — ( 8 ) — ( 8 ) Exercise of stock options — ( 1 ) — — 1 — — — Stock based compensation expense — 46 — — — 46 — 46 Funding of employee stock purchase plan — — — — 6 6 — 6 Treasury shares purchased — — — — ( 303 ) ( 303 ) — ( 303 ) Restricted stock unit distributions — ( 32 ) — — 23 ( 9 ) — ( 9 ) Restricted stock unit dividends — 1 ( 1 ) — — — — — Cash dividends declared ($ 0.56 per share) — — ( 118 ) — — ( 118 ) — ( 118 ) Balance at December 31, 2023 $ 3 $ 6,643 $ 205 $ ( 636 ) $ ( 2,922 ) $ 3,293 $ 1 $ 3,294 The accompanying notes are an integral part of these consolidated financial statements. 70 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net (loss) income $ ( 132 ) $ ( 950 ) $ 411 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 132 119 124 Amortization of intangible assets 211 209 222 Goodwill impairment 291 1,187 — Indefinite-lived intangible asset impairment 16 100 — Deferred income taxes ( 130 ) ( 228 ) ( 25 ) Stock based compensation expense 46 59 48 Restructuring and other costs 33 ( 10 ) ( 17 ) Equity in earnings from unconsolidated affiliates 4 36 10 Other non-cash (income) expense ( 5 ) 60 24 Loss (gain) on sale or disposal of non-strategic businesses and product lines — 3 ( 14 ) Changes in operating assets and liabilities, net of acquisitions: Accounts and notes receivable-trade, net ( 58 ) 85 ( 117 ) Inventories, net 6 ( 141 ) ( 64 ) Prepaid expenses and other current assets ( 58 ) ( 33 ) ( 32 ) Other noncurrent assets 4 1 ( 10 ) Accounts payable 14 30 ( 49 ) Accrued liabilities ( 16 ) 4 117 Income taxes ( 11 ) ( 15 ) 17 Other noncurrent liabilities 30 1 12 Net cash provided by operating activities 377 517 657 Cash flows from investing activities: Cash paid for acquisitions of businesses and equity investments, net of cash acquired — — ( 248 ) Cash received on sale of non-strategic businesses or product lines 13 — 28 Capital expenditures ( 149 ) ( 149 ) ( 142 ) Cash received on derivative contracts 39 13 2 Proceeds from sale of property, plant and equipment 7 — — Other investing activities, net 1 ( 2 ) 2 Net cash used in investing activities ( 89 ) ( 138 ) ( 358 ) Cash flows from financing activities: Proceeds from long-term borrowings — 6 16 Repayments on long-term borrowings ( 7 ) ( 2 ) ( 297 ) Net borrowings (repayments) on short-term borrowings 126 ( 64 ) 179 Proceeds from exercised stock options — 6 51 Cash paid for treasury stock ( 300 ) ( 150 ) ( 200 ) Cash dividends paid ( 116 ) ( 104 ) ( 92 ) Other financing activities, net ( 10 ) ( 21 ) ( 36 ) Net cash used in financing activities ( 307 ) ( 329 ) ( 379 ) Effect of exchange rate changes on cash and cash equivalents ( 12 ) ( 24 ) ( 19 ) Net (decrease) increase in cash and cash equivalents ( 31 ) 26 ( 99 ) Cash and cash equivalents at beginning of period 365 339 438 Cash and cash equivalents at end of period $ 334 $ 365 $ 339 71 Supplemental disclosures of cash flow information: Interest paid, net of amounts capitalized $ 97 $ 70 $ 64 Income taxes paid, net of refunds 177 122 148 Non-cash investing activities: Change in accounts payable related to capital expenditures $ 6 $ ( 6 ) $ 19 The accompanying notes are an integral part of these consolidated financial statements. 72 DENTSPLY SIRONA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES Description of Business DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the “Company”), is the world’s largest manufacturer of dental products and technologies, with a 137 -year history of innovation and service to the dental industry and patients worldwide. The Company’s principal product categories include dental consumable products, dental equipment, dental technologies and continence care consumable products. The Company sells its products in over 150 countries under some of the most well-established brand names in the industry. Basis of Presentation The consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current year presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents include deposits with banks as well as highly liquid time deposits with original maturities of ninety days or less. The balance as of December 31, 2023 includes $ 42 million of cash and cash equivalents located in Russia which is available for use in local operations but limited in its ability to be transferred out of the country due to control measures currently in place by the Russian government. Short-term Investments Short-term investments are highly liquid time deposits with original maturities greater than ninety days and with remaining maturities of one year or less. Accounts Receivable The Company recognizes a receivable when it has an unconditional right to payment, which represents the amount the Company expects to collect in a transaction. Payment terms are typically 30 days in the United States but may be longer in markets outside the U.S. In general, contracts containing significant financing components are not material to the Company’s financial statements. The Company establishes an allowance for doubtful accounts based on an estimate of current expected credit losses resulting from the inability of its customers to make required payments. The allowance is determined based on a combination of factors, including the length of time that the receivable is past due, history of write-offs, and the Company’s knowledge of circumstances relating to specific customers’ ability to meet their financial obligations. The provision for doubtful accounts is included in Selling, general and administrative expenses (“SG&A”) in the Consolidated Statements of Operations. For customers on credit terms, the Company performs ongoing credit evaluation of those customers’ financial condition and generally does not require collateral from them. See Note 2, Revenue, for additional information on Accounts Receivable. 73 Inventories Inventories are stated at the lower of cost and net realizable value. The cost of inventories is based upon the first-in, first-out method ( “ FIFO ” ) or average cost methods. The Company establishes reserves for inventory estimated to be excess, obsolete or unmarketable based upon assumptions about future demand, market conditions, and expiration of products. Valuation of Goodwill and Indefinite-Lived and Definite-Lived Intangible Assets Goodwill Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired and liabilities assumed in a business combination. Goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in accordance with U.S. GAAP as of April 1 of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. The Company performs impairment tests by comparing the fair value of each reporting unit to its carrying amount to determine if there is a potential impairment. If the carrying value of a reporting unit with goodwill exceeds its respective fair value, an impairment charge is recognized for the excess amount. Additional information related to the testing for goodwill impairment, including results of the annual test performed as of April 1, 2023 and the interim impairment assessment performed in the third quarter of 2023, is provided in Note 11, Goodwill and Intangible Assets. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets consist primarily of tradenames and trademarks and in-process research and development (“R&D”) acquired in business combinations, and these are not subject to amortization. Valuations of indefinite-lived intangibles assets acquired in business combinations are based on information and assumptions available at the time of their acquisition, using income and market approaches to determine fair value. The Company conducts an impairment test in accordance with U.S. GAAP as of April 1 of each year, or more frequently if events or circumstances indicate that the carrying value of indefinite-lived intangible assets may be impaired. Potential impairment is identified by comparing the fair value of an intangible asset to its carrying value. Additional information related to the testing for indefinite-lived intangible asset impairment, including results of the annual test performed as of April 1, 2023 and the interim impairment assessment performed in the third quarter of 2023, is provided in Note 11, Goodwill and Intangible Assets. Definite-Lived Intangible Assets Definite-lived intangible assets primarily consist of patents, tradenames, trademarks, licensing agreements, developed technology, and customer relationships. The valuation of definite-lived intangibles assets acquired in business combinations is based on information and assumptions available at the time of acquisition, using income and market model approaches to determine fair value. Identifiable definite-lived intangible assets are amortized on a basis that best reflects how their economic benefits are utilized over the life of the asset or on a straight-line basis if not materially different from actual utilization. The useful life is the period over which the asset is expected to contribute to the future cash flows of the Company. The Company uses the following useful lives for its definite-lived intangible assets: Definite-Lived Intangible Asset Type Useful Life Patents Up to the date the patent expires Tradenames and trademarks Up to 20 years Licensing agreements Up to 20 years Customer relationships Up to 15 years Developed technology Up to 15 years 74 When the expected useful life of an intangible is not known, the Company will estimate its useful life based on similar asset or asset groups, any legal, regulatory, or contractual provision that limits the useful life, the effect of economic factors, including obsolescence, demand, competition, and the level of maintenance expenditures required to obtain the expected future economic benefit from the asset. These assets are reviewed for impairment whenever events or circumstances suggest that the carrying amount of the asset may not be recoverable. The Company closely monitors all intangible assets, including those related to new and existing technologies, for indicators of impairment as these assets have more risk of becoming impaired. Impairment is based upon an initial evaluation of the identifiable undiscounted cash flows. If the initial evaluation identifies a potential impairment, a fair value of the asset is determined by using a discounted cash flows valuation. If impaired, the resulting charge reflects the excess of the asset’s carrying cost over its fair value. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Assets acquired through acquisitions are recorded at fair value . The Company capitalizes costs incurred in the development or acquisition of software, whether for internal or external use, and expenses costs incurred in the preliminary project planning stage. E xcept for leasehold improvements, depreciation and amortization is computed by the straight-line method over the assets estimated useful lives: Property, Plant and Equipment Assets Type Useful Life Buildings 40 years Machinery and Equipment 4 to 15 years Capitalized Software 2 to 10 years Leasehold Improvements Shorter of the estimated useful life or the term of the lease Maintenance and repairs are expensed as incurred; replacements and major improvements are capitalized. If events or circumstances exist which suggest that the carrying amount of the asset group may not be recoverable, the identifiable undiscounted cash flows of the asset group are compared to the carrying value of the asset. If the carrying value is in excess of the identifiable undiscounted cash flows, the excess of the asset group’s carrying cost over its fair value is recorded as an impairment charge. Leases The Company leases real estate, automobiles and equipment under various operating and finance leases. The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable in most of the Company’s lease agreements, the Company uses its estimated secured incremental borrowing rate, based on the information available, at commencement of the lease to determine the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Any new real estate and equipment operating lease agreements with lease and non-lease components, are accounted for as a single lease component; auto leases are accounted for as separate lease components. The Company’s leases have remaining lease terms of approximately 1 year to 9 years. Many of the Company’s real estate and equipment leases have one or more options to renew, with terms that can extend primarily from 1 year to 3 years, which are not included in the initial lease term until considered reasonably certain of renewal. The Company does not have lease agreements with residual value guarantees, sale-and-leaseback terms, or material restrictive covenants. The Company does not have any material sublease arrangements. See Note 10, Leases for additional information. Derivative Financial Instruments The Company employs derivative financial instruments to hedge certain anticipated transactions, firm commitments, and assets and liabilities denominated in foreign currencies. Additionally, the Company manages exposures to changes in interest rates by utilizing interest rate swaps that have the effect of converting floating rate debt to fixed rate, or vice versa. The benefit or loss from interest rate swaps is recorded in Interest expense, net in the Company’s Consolidated Statements of Operations consistent with the classification of interest expense attributable to the underlying debt. 75 The Company records all derivative instruments at fair value and changes in fair value are recorded each period in the consolidated statements of operations or accumulated other comprehensive income (“AOCI”). The Company classifies derivative assets and liabilities as current when the remaining term of the derivative contract is one year or less. The Company has elected to classify the cash flows from derivative instruments in the same category as the cash flows from the items being hedged. Should the Company enter into a derivative instrument that includes an other-than-insignificant financing element then all cash flows will be classified as financing activities in the Consolidated Statements of Cash Flows as required by U.S. GAAP. See Note 19, Financial Instruments for additional information on derivative instruments. Pension and Other Postemployment Benefits Some of the employees of the Company and its subsidiaries are covered by government or Company-sponsored defined benefit plans and defined contribution plans. Additionally, certain salaried employee groups in the United States are covered by postemployment healthcare plans. Projected benefit obligations and net periodic costs for Company-sponsored defined benefit and postemployment benefit plans are based on an annual actuarial valuation that includes assessment of key assumptions relating to expected return on plan assets, discount rates, employee compensation increase rates and health care cost trends. Expected return on plan assets, discount rates and health care cost trend assumptions are particularly important when determining the Company’s benefit obligations and net periodic benefit costs associated with postemployment benefits. Changes in these assumptions can impact the Company’s earnings. In determining the cost of postemployment benefits, certain assumptions are established annually to reflect market conditions and plan experience to appropriately reflect the expected costs as determined by actuaries. These assumptions include medical inflation trend rates, discount rates, employee turnover and mortality rates. The Company predominantly uses liability durations in establishing its discount rates, which are observed from indices of high-grade corporate bond yields in the respective economic regions of the plans. The expected return on plan assets is the weighted average long-term expected return based upon asset allocations and historic average returns for the markets where the assets are invested, principally in foreign locations. The Company reports the funded status of its defined benefit pension and other postemployment benefit plans on its consolidated balance sheets as a net liability or asset. Additional information related to the impact of changes in these assumptions is provided in Note 17, Benefit Plans. Accruals for Self-Insured Losses The Company maintains insurance for certain risks, including workers’ compensation, and is self-insured for employee related healthcare benefits. The Company accrues for the expected costs associated with these risks by considering historical claims experience, demographic factors, severity factors and other relevant information. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported. The Company has stop-loss coverage to limit its exposure to any significant exposure on a per claim basis. Litigation The Company and its subsidiaries, from time to time, are parties to lawsuits arising from operations. The Company records liabilities when a loss is probable and can be reasonably estimated. If these estimates are in the form of ranges, the Company records the liabilities at the most likely outcome within the range. If no point within the range represents a better estimate of the probable loss, then the low point in the range is accrued. The ranges established by management are based on analysis made by internal and external legal counsel who considers the best information known at the time. If the Company determines that a contingency is reasonably possible, it considers the same information to estimate the possible exposure and discloses any material potential liability. These loss contingencies are monitored regularly for a change in fact or circumstance that would require an accrual adjustment. Legal costs related to these lawsuits are expensed as incurred. Foreign Currency Translation The local currency of foreign operations is generally considered to be their functional currency. In the case of operations within highly inflationary economies, which for the Company include Argentina and Turkey, the Company remeasures the financial statements of entities in those countries with the U.S. dollar as the functional currency. Adjustments resulting from the process of translating the financial statements of entities with foreign functional currencies into U.S. dollars are included in AOCI in the Consolidated Balance Sheets. During the year ended December 31, 2023, the Company had a translation gain of $ 78 million and a loss on its loans designated as hedges of net investments of $ 29 million. During the year ended December 31, 2022, the Company had a translation loss of $ 188 million and a gain on its loans designated as hedges of net investments of $ 32 million. During the year ended December 31, 2021, the Company had a translation loss of $ 225 million and a gain on its loans designated as hedges of net investments of $ 46 million. 76 Foreign currency gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included within Other expense (income), net in the Consolidated Statements of Operations. During the years ended December 31, 2023, 2022, and 2021, the Company had a net foreign currency gain of $ 3 million, loss of $ 6 million and gain of $ 12 million, respectively. Revenue Recognition Revenues are derived primarily from the sale of dental equipment and dental and healthcare consumable products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services in accordance with ASC 606-10, Revenues from Contracts with Customers . Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer of control of products and services to its customers, which for products generally occurs when title and risk of loss transfers to the customer, and for services generally occurs as the customer receives and consumes the benefit. Sales, value-added, and other taxes collected concurrent with revenue-producing activities are excluded from revenue. Certain contracts with our customers include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately may require significant judgment. The Company generally uses an observable price, typically average selling price, to determine the stand-alone selling price for separate performance obligations. The Company determines the stand-alone selling price, based on Company geographic sales locations’ database of pricing and discounting practices for the specific product or service when sold separately, and utilizes this data to arrive at average selling prices by product. In cases where an average selling price is not observable, the Company determines the stand-alone selling price using relevant information and applies suitable estimation methods including, but not limited to, the cost plus a margin approach. Revenue is then allocated proportionately, based on the determined stand-alone selling price, to each distinct performance obligation. The Company exercises judgment in estimating variable consideration, which primarily includes volume discounts, sales rebates, and product returns. The Company adjusts the estimate of revenue at the earlier of when the most likely amount of consideration can be estimated, the amount expected to be received changes, or when the consideration becomes fixed. The Company estimates volume discounts by evaluating specific inputs and assumptions, including the individual customer’s historical and estimated future product purchases. Discounts are deducted from revenue at the time of sale or when the discount is offered, whichever is later. In estimating sales rebates, the Company evaluates inputs such as customer-specific trends, terms of the customers’ contracted rebate program, historical experience, and the forecasted performance of a customer and their expected level of achievement within the rebate programs. The accruals for these rebate programs are updated as actual results and updated forecasts impact the estimated achievement for customers within the rebate programs. When the Company gives customers the right to return eligible products and receive credit, returns are estimated based on an analysis of historical experience. However, returns of products, excluding warranty-related returns, are not material. To the extent the transaction price includes variable consideration, the Company applies judgment in constraining the estimated variable consideration due to factors that may cause reversal of cumulative revenue recognized. The Company evaluates constraints based on its historical and projected experience with similar customer contracts. For most of its products, the Company transfers control and recognizes revenue when products are shipped from the Company’s manufacturing facility or warehouse to the customer. For contracts with customers that contain destination shipping terms, revenue is not recognized until the goods are delivered to the agreed upon destination. As such, the Company’s performance obligations related to product sales are satisfied at a point in time as this is when the customer obtains the use of and substantially all of the benefit of the product. The Company recognizes revenue from support and maintenance contracts, extended warranties, and other certain contract performance obligations over time based on the period of the contracts or as the services are performed, as the customer simultaneously receives and consumes the benefits provided by the Company’s performance of the services. In general, the total amount of revenue recognized over time is not material to the Company’s financial statements. Depending on the terms of its contracts, the Company may defer the recognition of a portion of revenue on a relative stand-alone selling price basis when certain performance obligations are not yet satisfied. Consideration received from customers in advance of revenue recognition is classified as deferred revenue. 77 The Company has elected to account for shipping and handling activities as a fulfillment cost within the cost of products sold, and records shipping and handling costs collected from customers in net sales. The Company has adopted one practical expedient: relief from considering the existence of a significant financing component when the payment for the good or service is expected to be one year or less. Additional information and disclosure regarding revenue recognition is provided in Note 2, Revenue. Cost of Products Sold Cost of products sold represents costs directly related to the manufacture and distribution of the Company’s products, and include costs of raw materials, packaging, direct labor, overhead, shipping and handling, warehousing and the depreciation of manufacturing, warehousing and distribution facilities and amortization of intangible assets. Overhead and related expenses include salaries, wages, employee benefits, utilities, lease costs, maintenance and property taxes. Warranties The Company provides manufacturer’s warranties on certain equipment products. Estimated warranty costs are accrued when sales are made to customers. Estimates for warranty costs are based primarily on historical warranty claim experience. Warranty costs are included in Cost of products sold in the Consolidated Statements of Operations. The Company’s warranty expense and warranty accrual were as follows: December 31, (in millions) 2023 2022 2021 Warranty Expense $ 48 $ 27 $ 44 Warranty Accrual 24 22 28 Selling, General and Administrative Expenses SG&A represents indirect costs associated with generating revenues and in managing the business of the Company. Such costs include advertising and marketing expenses, salaries, employee benefits, incentive compensation, travel, office expenses, lease costs, amortization of capitalized software developed for internal use, and depreciation of administrative facilities. Advertising costs are expensed as incurred. Research and Development Costs R&D costs, including internal labor costs, material costs, consulting expenses, and certain overheads, such as facilities and information technology costs directly attributable to R&D activities, are expensed in the period in which they are incurred. Software development costs related to software to be sold, leased, or otherwise marketed incurred prior to the attainment of technological feasibility are considered R&D and are expensed as incurred. Once technological feasibility is established, the cost of software developed for external use is capitalized until the product is available for general release to customers. Amortization of these costs are included in Cost of products sold over the estimated life of the products. Stock Compensation Stock-based compensation is measured at the grant date at fair value, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity awards). The compensation cost is only recognized for the portion of the awards that are expected to vest. 78 Stock options granted become exercisable as determined by the grant agreement and expire ten years after the date of grant under these plans. Restricted Stock Units (“RSU”) vest as determined by the grant agreement and are subject to a service condition, which requires grantees to remain employed by the Company during the period following the date of grant. Under the terms of the RSUs, the vesting period is referred to as the restricted period. In addition to the service condition, certain granted RSUs are subject to performance requirements that can vary between the first year and up to the final year of the RSU award. If targeted performance is not met the RSU granted is adjusted to reflect the achievement level. Upon the expiration of the applicable restricted period and the satisfaction of all conditions imposed, the restrictions on RSUs will lapse, and shares of common stock will be issued as payment for each vested RSU. Upon death, disability or qualified retirement all awards become immediately exercisable for up to one year . Awards are expensed as compensation over their respective vesting periods or to the eligible retirement date if shorter. The Company records forfeitures on stock-based compensation as the participant terminates rather than estimating forfeitures. Income Taxes The Company’s tax expense includes U.S. and international income taxes plus the provision for U.S. taxes on undistributed earnings of international subsidiaries not considered to be permanently invested. Tax credits and other incentives reduce tax expense in the year the credits are claimed. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are recognized if it is more likely than not that the assets will be realized in future years. The Company establishes a valuation allowance for deferred tax assets for which realization is not likely. The Company applies a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes in the consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s tax positions are subject to ongoing examinations by the tax authorities. The Company operates within multiple taxing jurisdictions throughout the world and in the normal course of business is examined by taxing authorities in those jurisdictions. Adjustments to the uncertain tax positions are recorded when taxing authority examinations are completed, statutes of limitation are closed, changes in tax laws occur or as new information comes to light regarding to the technical merits of the tax position. Earnings Per Share Basic earnings per share are calculated by dividing net earnings attributable to the Company’s shareholders by the weighted average number of shares outstanding for the period. Diluted earnings per share is calculated by dividing net earnings attributable to the Company’s shareholders by the weighted average number of shares outstanding for the period, adjusted for the effect of an assumed exercise of all dilutive options outstanding at the end of the period, unless the impact of including these options is anti-dilutive. Business Acquisitions The Company acquires businesses as well as partial interests in businesses. Acquired businesses are accounted for using the acquisition method of accounting which requires the Company to record assets acquired and liabilities assumed at their respective fair values with the excess of the purchase price over estimated fair values recorded as goodwill. The Company obtains information during due diligence and through other sources to establish respective fair values. Examples of factors and information that the Company uses to determine the fair values include: tangible and intangible asset valuations and appraisals, and evaluations of existing contingencies, liabilities, and product line information. If the initial valuation for an acquisition is incomplete by the end of the reporting period in which the acquisition occurred, the Company will record provisional estimates in the financial statements. The provisional estimates will be finalized as soon as information becomes available, but not later than one year from the acquisition date. 79 As part of purchase accounting for acquisitions, the Company values identified intangible assets using an income approach. Technology know-how is valued using an excess earnings method. Tradename and trademark assets are valued using a relief-from-royalty method. Non-compete agreements are valued using a with-and-without method. The Company applies judgment in estimating the fair value of intangible assets acquired, which involves the use of estimates and assumptions with respect to revenue growth rates, EBITDA margin percentages, royalty rate, technology obsolescence factors, useful lives of the assets and discount rates used in computing present values. In addition, the estimates of useful lives of these acquired intangibles are used to calculate depreciation and amortization expense. For the year ended December 31, 2021, the Company incurred acquisition-related costs of $ 8 million, consisting primarily of legal and professional fees, which were recorded in SG&A expenses in the Consolidated Statements of Operations. These costs were not material for the years ended December 31, 2023 and 2022. Investments in Unconsolidated Affiliates Investments in non-consolidated affiliates, joint ventures and partnerships where the Company maintains significant influence over an entity but does not have control are accounted for using the equity method. The Company records the carrying value of these investments within other noncurrent assets in the Consolidated Balance Sheets and records the Company’s proportional share of the investees’ net earnings or losses within other expense (income). Investments in which the Company does not exercise significant influence are recorded at cost, and assessed for any other-than-temporary impairment when events or changes in circumstances indicate the carrying amount of the investment might not be recoverable. On December 7, 2023, the Company sold its minority interest in a UK-based, privately-held provider of healthcare consumables for $ 13 million. Prior to the sale, the Company recorded a loss of $ 4 million in Other expense (income), net due to a forfeiture of accumulated earnings on the investment for declining its option to purchase the remaining ownership interest. The Company's equity-method net losses were $ 4 million, $ 36 million, and $ 10 million for the years ended December 31, 2023, 2022, and 2021 respectively. Loss from equity method investments for the year ended December 31, 2022 includes $ 36 million recorded in Other expense (income), net in the Consolidated Statements of Operations for a write-off of the Company’s ownership position in a privately-held dental investment company following impairment of underlying investments held by the investment company and the Company’s determination that the remaining investment is not recoverable. Noncontrolling Interests The Company reports noncontrolling interest (“NCI”) in a subsidiary as a separate component of Equity in the Consolidated Balance Sheets. Additionally, the Company reports the portion of net income (loss) and comprehensive income (loss) attributed to the Company and NCI separately in the Consolidated Statements of Operations, and in the Consolidated Statements of Comprehensive Income. Segment Reporting The Company has numerous operating businesses covering a wide range of products and geographic regions, primarily serving the professional dental market and to a lesser extent the consumable medical device market. The Company has four reportable segments and a description of the activities within these segments is included in Note 6, Segment and Geographic Information. 80 Fair Value Measurement Recurring Basis The Company records certain financial assets and liabilities at fair value in accordance with the accounting guidance, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date in current markets. The accounting guidance establishes a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value. The three broad levels defined by the fair value hierarchy are as follows: Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. These financial instruments include derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market or can be derived principally from, or corroborated by observable market data. Level 3 - Instruments that have little to no pricing observability as of the reported date. These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment utilized in measuring the fair value of certain financial assets and liabilities generally correlates to the level of pricing observability. Pricing observability is impacted by a number of factors, including the type of financial instrument. Financial assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, financial assets and liabilities rarely traded or not quoted will generally have less, or no pricing observability and a higher degree of judgment utilized in measuring fair value. The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Additionally, the Company considers its credit risks and its counterparties’ credit risks when determining the fair values of its financial assets and liabilities. The Company records its derivatives and contingent considerations on a recurring fair value basis. The Company believes the carrying amounts of cash and cash equivalents, accounts receivable (net of allowance for doubtful accounts), prepaid expenses and other current assets, accounts payable, accrued liabilities, income taxes payable and notes payable approximate fair value due to the short-term nature of these instruments. The Company has presented the required disclosures in Note 20, Fair Value Measurement. Non-Recurring Basis When events or circumstances require an asset or liability to be measured at fair value that otherwise is generally recorded based on another valuation method, such as, net realizable value, the Company will utilize the valuation techniques described above. The Company records its business combinations and impairments on a non-recurring basis. 81 Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. The new standard requirement to measure contract assets and contract liabilities acquired in a business combination at fair value differs from the current approach. The amendments in this update were effective for the fiscal years and interim periods ending after December 31, 2022. The Company adopted this accounting standard on January 1, 2023. The adoption of this standard did not materially impact the Company’s consolidated financial statements or related disclosures. Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires public entities to disclose information about significant expenses in their reportable segment results on both an interim and annual basis. Public entities are required to disclose significant expense categories and amounts for each reportable segment. Significant expense categories are derived from expenses that are regularly reported to an entity’s chief operating decision-maker (“CODM”) and included in a segment’s reported measures of profit or loss. Public entities are also required to disclose the title and position of the CODM and explain how the CODM uses the reported measures of profit or loss to assess segment performance. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, early adoption is permitted and should be applied retrospectively for all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires public entities to disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid on an annual basis. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2024, early adoption is permitted and should be applied prospectively. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures. 82 NOTE 2 - REVENUE Revenues are derived primarily from the sale of dental equipment and dental and healthcare consumables products. Revenues are measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. For a description of the products and services provided within each of the Company’s four reportable segments see Note 6, Segment and Geographic Information. Net sales disaggregated by product category were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Equipment & Instruments $ 628 $ 678 $ 728 CAD/CAM 541 541 620 Connected Technology Solutions $ 1,169 $ 1,219 $ 1,348 Essential Dental Solutions $ 1,468 $ 1,427 $ 1,516 Orthodontics $ 339 $ 297 $ 273 Implants & Prosthetics 701 709 791 Orthodontic and Implant Solutions $ 1,040 $ 1,006 $ 1,064 Wellspect Healthcare $ 288 $ 270 $ 303 Total net sales $ 3,965 $ 3,922 $ 4,231 Net sales disaggregated by geographic region were as follows: Year Ended December 31, (in millions) 2023 2022 2021 United States $ 1,437 $ 1,392 $ 1,480 Europe 1,550 1,559 1,675 Rest of World 978 971 1,076 Total net sales $ 3,965 $ 3,922 $ 4,231 Contract Assets and Liabilities The Company generally does not have contract assets in the course of its business. Contract liabilities, which represent billings in excess of revenue recognized, are primarily related to advanced billings for customer aligner treatment where the performance obligation has not yet been fulfilled. The Company had deferred revenue of $ 91 million and $ 57 million recorded in Accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets at December 31, 2023. The Company had deferred revenue of $ 91 million and $ 27 million recorded in Accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets at December 31, 2022. The Company recognized $ 68 million of revenue during the twelve months ended December 31, 2023 which was previously deferred as of December 31, 2022. The Company recognized $ 59 million of revenue during the the twelve months ended December 31, 2022 which was previously deferred as of December 31, 2021. The Company expects to recognize a significant majority of the deferred revenue within the next twelve months. 83 Allowance for Doubtful Accounts Accounts and notes receivable-trade, net are stated net of allowances for doubtful accounts and trade discounts, which were $ 17 million and $ 14 million at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, changes to the provision for doubtful accounts including write-offs of accounts receivable that were previously reserved were insignificant. Changes to this provision are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations. 84 NOTE 3 - STOCK COMPENSATION The Company maintains the 2016 Omnibus Incentive Plan (the “Plan”) under which it may grant non-qualified stock options (“NQSOs”), incentive stock options, restricted stock, RSUs and stock appreciation rights, collectively referred to as “Awards.” Awards are granted at exercise prices that are equal to the closing stock price on the date of grant. The Company authorized grants under the Plan of 25 million shares of common stock, plus any unexercised portion of canceled or terminated stock options granted under the legacy DENTSPLY International Inc. 2010 and 2002 Equity Incentive Plans, as amended, and under the legacy Sirona Dental Systems, Inc. 2015 and 2006 Equity Incentive Plans, as amended. Each restricted stock and RSU issued is counted as a reduction of 3.09 shares of common stock available to be issued under the Plan. No key employee may be granted awards in excess of 1 million shares of common stock in any calendar year. The number of shares available for grant under the 2016 Plan at December 31, 2023 is 12 million. The amounts of stock compensation expense recorded in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Cost of products sold $ 4 $ 3 $ 3 Selling, general, and administrative expense 36 53 44 Research and development expense 4 3 2 Restructuring and other costs 2 — — Total stock based compensation expense $ 46 $ 59 $ 49 Related deferred income tax benefit $ 8 $ 7 $ 6 The Company uses the Black-Scholes option-pricing model to estimate the fair value of each option awarded. The average assumptions used to determine compensation cost for the Company’s NQSOs issued were as follows: Year Ended December 31, 2023 2022 2021 Weighted average fair value per share $ 12.64 $ 14.06 $ 15.90 Expected dividend yield 1.45 % 1.09 % 0.68 % Risk-free interest rate 4.27 % 2.23 % 0.79 % Expected volatility 35.8 % 32.7 % 31.5 % Expected life (years) 4.76 5.20 5.08 The total intrinsic value of options exercised for the year ended December 31, 2023 was insignificant. The total intrinsic value of options exercised for the years ended December 31, 2022 and 2021 was $ 1 million and $ 16 million, respectively. The NQSO transactions for the year ended December 31, 2023 were as follows: Outstanding Exercisable Expected to Vest (in millions, except per share amounts) Shares Weighted Average Exercise Price Aggregate Intrinsic Value Shares Weighted Average Exercise Price Aggregate Intrinsic Value Shares Weighted Average Exercise Price Aggregate Intrinsic Value December 31, 2022 3.0 $ 51.64 $ — 1.9 $ 52.43 $ — 1.1 $ 50.21 $ — Granted 0.7 38.67 Exercised — 39.77 Cancelled ( 0.7 ) 51.08 Forfeited ( 0.4 ) 52.10 December 31, 2023 2.6 $ 48.11 $ 1 1.6 $ 52.55 $ — 1.0 $ 41.41 $ 1 85 There were 1 million NQSOs unvested at December 31, 2023. The remaining unamortized compensation cost related to NQSOs is $ 9 million, which will be expensed over the weighted average remaining vesting period of the options, which is 2.0 years. The weighted average remaining contractual term of all outstanding options, exercisable options and options expected to vest are 5.7 years, 3.6 years and 8.8 years, respectively. Information about NQSOs outstanding for the year ended December 31, 2023 were as follows: Outstanding Exercisable Number Outstanding at December 31, 2023 Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable at December 31, 2023 Weighted Average Exercise Price Range of Exercise Prices (in millions, except per share amounts and life) 30.01 - 40.00 0.8 9.1 $ 37.13 — $ 30.97 40.01 - 50.00 0.6 3.7 47.32 0.6 47.50 50.01 - 60.00 0.9 4.7 55.29 0.7 55.44 60.01 - 70.00 0.3 2.5 62.33 0.3 62.29 2.6 1.6 The unvested RSU transactions for the year ended December 31, 2023 were as follows: Unvested Restricted Stock Units Shares Weighted Average Grant Date Fair Value (in millions, except per share amounts) Unvested at December 31, 2022 4.4 $ 45.63 Granted 1.7 40.91 Vested ( 0.8 ) 40.04 Forfeited ( 1.7 ) 49.19 Unvested at December 31, 2023 3.6 $ 42.95 The weighted average grant date fair value of RSUs granted for the years ended December 31, 2022 and 2021 were $ 39.73 and $ 63.61 , respectively. The unamortized compensation cost related to RSUs is $ 57 million, which will be expensed over the remaining weighted average restricted period of the RSUs, which is 1.9 years. The total fair value of shares vested for the years ended December 31, 2023, 2022 and 2021 was $ 42 million, $ 49 million and $ 76 million, respectively. 86 NOTE 4 - EARNINGS PER COMMON SHARE The computation of basic and diluted earnings (loss) per common share for the years ended December 31 were as follows: Basic Earnings (Loss) Per Common Share (in millions, except per share amounts) 2023 2022 2021 Net (loss) income attributable to Dentsply Sirona $ ( 132 ) $ ( 950 ) $ 411 Weighted average common shares outstanding 212.0 215.5 218.4 Earnings (loss) per common share - basic $ ( 0.62 ) $ ( 4.41 ) $ 1.88 Diluted Earnings (Loss) Per Common Share (in millions, except per share amounts) 2023 2022 2021 Net (loss) income attributable to Dentsply Sirona $ ( 132 ) $ ( 950 ) $ 411 Weighted average common shares outstanding 212.0 215.5 218.4 Incremental weighted average shares from assumed exercise of dilutive options from stock-based compensation awards — — 1.8 Total weighted average diluted shares outstanding 212.0 215.5 220.2 Earnings (loss) per common share - diluted $ ( 0.62 ) $ ( 4.41 ) $ 1.87 Weighted average shares excluded from diluted common shares outstanding due to reported net loss 1.1 0.5 — Weighted average shares excluded from diluted common shares outstanding due to antidilutive nature 3.0 3.6 1.0 87 NOTE 5 - COMPREHENSIVE (LOSS) INCOME AOCI includes cumulative foreign currency translation adjustments related to consolidation of the Company’s foreign subsidiaries, fair value adjustments related to the Company’s derivative financial instruments, and actuarial gains and losses related to the Company’s pension plans. These changes are recorded in AOCI net of tax. For the years ended December 31, 2023, 2022 and 2021, these tax adjustments were $ 166 million, $ 100 million and $ 168 million, respectively, primarily related to foreign currency translation adjustments. The cumulative foreign currency translation adjustments included translation losses of $ 360 million and $ 438 million at December 31, 2023 and 2022, respectively, and included losses of $ 113 million and $ 84 million, at December 31, 2023 and 2022, respectively, on loans designated as hedges of net investments. Changes in AOCI, net of tax, by component for the years ended December 31, 2023 and 2022 were as follows: (in millions) Foreign Currency Translation Gain (Loss) Gain (Loss) on Cash Flow Hedges Gain (Loss) on Net Investment and Fair Value Hedges Pension Liability Gain (Loss) Total Balance, net of tax, at December 31, 2022 $ ( 522 ) $ ( 17 ) $ ( 73 ) $ ( 16 ) $ ( 628 ) Other comprehensive income (loss) before reclassifications and tax impact 2 — ( 45 ) ( 34 ) ( 77 ) Tax benefit 47 — 11 8 66 Other comprehensive income (loss), net of tax, before reclassifications $ 49 $ — $ ( 34 ) $ ( 26 ) $ ( 11 ) Amounts reclassified from accumulated other comprehensive income, net of tax — 4 — ( 1 ) 3 Net increase (decrease) in other comprehensive income 49 4 ( 34 ) ( 27 ) ( 8 ) Balance, net of tax, at December 31, 2023 $ ( 473 ) $ ( 13 ) $ ( 107 ) $ ( 43 ) $ ( 636 ) (in millions) Foreign Currency Translation Gain (Loss) Gain (Loss) on Cash Flow Hedges Gain (Loss) on Net Investment and Fair Value Hedges Pension Liability Gain (Loss) Total Balance, net of tax, at December 31, 2021 $ ( 366 ) $ ( 16 ) $ ( 103 ) $ ( 107 ) $ ( 592 ) Other comprehensive (loss) income before reclassifications and tax impact ( 127 ) ( 1 ) 39 116 27 Tax expense ( 29 ) — ( 9 ) ( 30 ) ( 68 ) Other comprehensive (loss) income, net of tax, before reclassifications $ ( 156 ) $ ( 1 ) $ 30 $ 86 $ ( 41 ) Amounts reclassified from accumulated other comprehensive income, net of tax — — — 5 5 Net (decrease) increase in other comprehensive income ( 156 ) ( 1 ) 30 91 ( 36 ) Balance, net of tax, at December 31, 2022 $ ( 522 ) $ ( 17 ) $ ( 73 ) $ ( 16 ) $ ( 628 ) 88 Reclassification out of AOCI to the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 were as follows: Amounts Reclassified from AOCI Affected Line Item in the Consolidated Statements of Operations Year Ended December 31, (in millions) 2023 2022 2021 Gain (Loss) on derivative financial instruments: Interest rate swaps $ ( 3 ) $ ( 3 ) $ ( 4 ) Interest expense, net Foreign exchange forward contracts ( 1 ) 3 ( 3 ) Cost of products sold Net loss before tax $ ( 4 ) $ — $ ( 7 ) Tax impact — — — (Benefit) provision for income taxes Net loss after tax $ ( 4 ) $ — $ ( 7 ) Amortization of defined benefit pension and other postemployment benefit items: Amortization of prior service benefits $ 1 $ 1 $ 1 (a) Amortization of net actuarial losses — ( 8 ) ( 12 ) (a) Net income (loss) before tax $ 1 $ ( 7 ) $ ( 11 ) Tax impact — 2 3 (Benefit) provision for income taxes Net income (loss) after tax $ 1 $ ( 5 ) $ ( 8 ) Total reclassifications for the period $ ( 3 ) $ ( 5 ) $ ( 15 ) (a) These AOCI components are included in the computation of net periodic benefit cost for the years ended December 31, 2023, 2022 and 2021, respectively. 89 NOTE 6 - SEGMENT AND GEOGRAPHIC INFORMATION Effective April 1, 2023 the Company realigned its reporting structure due to certain organizational changes. The Company realigned its reportable segments to reflect changes in how the Company manages its operations, specifically the level at which its chief operating decision maker (“CODM”) regularly reviews operating results and allocates resources. As a result, the reportable segments changed from Technology & Equipment and Consumables to (i) Connected Technology Solutions, (ii) Essential Dental Solutions, (iii) Orthodontic and Implant Solutions, and (iv) Wellspect Healthcare. The Company has four operating segments that are organized primarily by product. They generally have overlapping geographical presence, customer bases, distribution channels, and regulatory oversight with the exception of Wellspect Healthcare, which has a more discrete market and regulatory environment specific to the industry for medical devices. These operating segments which also form the Company’s reportable segments, are identified in accordance with how the Company’s CODM regularly reviews financial results and uses this information to evaluate the Company’s performance and allocate resources. The Company evaluates performance of the segments based on the net sales and adjusted operating income. Segment adjusted operating income is defined as operating income before income taxes and before certain corporate headquarters unallocated costs, goodwill and intangible asset impairments, restructuring and other costs, interest expense, net, other expense (income), net, amortization of intangible assets and depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations. Asset and other balance sheet information are not reported to the CODM. A description of the products and services provided within each of the Company’s four reportable segments is provided below. Connected Technology Solutions This segment includes the design, manufacture and sales of the Company’s dental technology and equipment products. These products include the Equipment & Instruments and CAD/CAM product categories. Equipment & Instruments The Equipment & Instruments product category consists of basic and high-tech dental equipment such as imaging equipment, motorized dental handpieces, treatment centers, and other instruments for dental practitioners and specialists. Imaging equipment serves as a key point of entry to the Company’s digital workflow offerings and consists of a broad range of diagnostic imaging systems for 2D or 3D, panoramic, and intraoral applications, as well as cone-beam computed tomography systems (“CBCT”). Treatment centers comprise a broad range of products from basic dental chairs to sophisticated chair-based units with integrated diagnostic, hygienic and ergonomic functionalities, as well as specialist centers used in preventive treatment and for training purposes. This product group also includes other lab equipment, such as amalgamators, mixing machines and porcelain furnaces. CAD/CAM Dental CAD/CAM technologies are products designed for dental offices to support numerous digital workflows for procedures such as dental restorations through integrations with DS Core, our cloud-based platform. This product category includes intraoral scanners, 3-D printers, mills, and certain software and services, as well as a full-chairside economical restoration of esthetic ceramic dentistry offering called CEREC. A full-chairside offering enables dentists to practice same day or single visit dentistry. Essential Dental Solutions This segment includes the development, manufacture and sales of the Company’s value-added endodontic, restorative, and preventive consumable products and small equipment used in dental offices for the treatment of patients. Offerings in this segment also include specialized treatment products including products used in the creation of dental appliances. Essential Dental Solutions products are designed to operate in an integrated system to provide solutions for high-tech dental procedures. The endodontic products include motorized endodontic handpieces, files, sealers, irrigation needles and other tools or single-use solutions which support root canal procedures. The restorative products include dental ceramics and other materials used in prosthetic restorations including crowns and veneers. 90 The preventive products include small equipment products such as curing light systems, dental diagnostic systems and ultrasonic scalers and polishers, as well as other dental supplies including dental anesthetics, prophylaxis paste, dental sealants and impression materials. Orthodontic and Implant Solutions This segment includes the design, manufacture, and sales of the Company’s various digital implant systems and innovative dental implant products, digital dentures and dental professional directed aligner solutions. Offerings in this segment also include application of our digital services and technology, including those provided by DS Core, our cloud-based platform. Orthodontics The Orthodontics product category includes SureSmile, an aligner solution provided through clinician offices, and Byte, a direct-to-consumer aligner solution. The Orthodontics product category also includes a High Frequency Vibration technology device known as VPro or as HyperByte within Byte’s product offering, as well as the new SureSmile Simulator which uses intraoral scanners and our DS Core platform to create a 3D visualization of patient outcomes. SureSmile aligner solutions include whitening kits and retainers. Byte aligner solutions include Byte Plus with in-office intraoral scanning for treatment planning. The aligner offerings also include software technology that enables aligner treatment planning and seamless connectivity of a digital workflow from diagnostics through treatment delivery. Implants & Prosthetics The Implants & Prosthetics product category includes technology to support the Company’s digital workflows for implant systems, a portfolio of innovative dental implant products, digital dentures, crown and bridge porcelain products, bone regenerative and restorative solutions, treatment planning software and educational programs. The Implants & Prosthetics product category is supported by key technologies including custom abutments, advanced tapered immediate load screws and regenerative bone growth factor. Offerings in this category also include dental prosthetics such as artificial teeth and precious metal dental alloys. Wellspect Healthcare This segment includes the design, manufacture, and sales of the Company’s innovative continence care solutions for both urinary and bowel management. This category consists mainly of urology catheters and other healthcare-related consumable products. The Company’s segment information for the years ended December 31 was as follows: Net Sales Year Ended December 31, (in millions) 2023 2022 2021 Connected Technology Solutions $ 1,169 $ 1,219 $ 1,348 Essential Dental Solutions 1,468 1,427 1,516 Orthodontic and Implant Solutions 1,040 1,006 1,064 Wellspect Healthcare 288 270 303 Total net sales $ 3,965 $ 3,922 $ 4,231 Depreciation and Amortization Year Ended December 31, (in millions) 2023 2022 2021 Connected Technology Solutions $ 176 $ 172 $ 185 Essential Dental Solutions 33 31 41 Orthodontic and Implant Solutions 97 90 83 Wellspect Healthcare 18 21 24 All Other (a) 19 14 14 Total $ 343 $ 328 $ 347 (a) Includes amounts recorded at corporate headquarters. 91 Segment Adjusted Operating Income Year Ended December 31, (in millions) 2023 2022 2021 Connected Technology Solutions $ 101 $ 161 $ 267 Essential Dental Solutions 478 467 511 Orthodontic and Implant Solutions 156 193 217 Wellspect Healthcare 87 73 87 Segment adjusted operating income $ 822 $ 894 $ 1,082 Reconciling items (income) expense: All other (a) 319 318 229 Goodwill and intangible asset impairments 307 1,287 — Restructuring and other costs 67 14 17 Interest expense, net 81 65 49 Other expense (income), net 9 53 14 Amortization of intangible assets 211 209 222 Depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations 3 3 6 (Loss) income before income taxes $ ( 175 ) $ ( 1,055 ) $ 545 (a) Includes the results of unassigned corporate headquarters costs. Geographic Information The following tables set forth information about the Company’s significant operations by geographic areas, for the years ended December 31, 2023, 2022, and 2021. Net sales reported below represent revenues from external customers in those respective countries based on the destination of shipments. Year Ended December 31, (in millions) 2023 2022 2021 Net sales United States $ 1,437 $ 1,393 $ 1,484 Germany 431 447 482 Other Foreign 2,097 2,082 2,265 Total net sales $ 3,965 $ 3,922 $ 4,231 Property, plant and equipment, net, represents those long-lived assets held by the operating businesses located in the respective geographic areas. Year Ended December 31, (in millions) 2023 2022 2021 Property, plant, and equipment, net United States $ 194 $ 174 $ 166 Germany 260 275 309 Sweden 105 98 107 Other Foreign 241 214 191 Total property, plant, and equipment, net $ 800 $ 761 $ 773 Product and Customer Information For information on the Company’s net sales by product category comprising each of the reportable segments, see Note 2, Revenue. 92 Concentration Risk Customers that accounted for 10% or more of net sales or accounts receivable for the years ended December 31, 2023 and 2022 were as follows: Year Ended December 31, 2023 2022 % of net sales % of accounts receivable % of net sales % of accounts receivable Henry Schein, Inc. 14 % 11 % 11 % 15 % Patterson Companies, Inc. N/A 10 % N/A 12 % For the year ended December 31, 2021, no customer accounted for 10% or more of consolidated net sales or consolidated accounts receivable. 93 NOTE 7 - OTHER EXPENSE (INCOME), NET Other expense (income), net, were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Foreign exchange transaction (gain) loss $ ( 3 ) $ 6 $ ( 12 ) Other expense (income), net 12 47 14 Total other expense (income), net $ 9 $ 53 $ 2 The Company’s equity-method net losses were $ 4 million, $ 36 million, and $ 10 million for the years ended December 31, 2023, 2022, and 2021, respectively. Loss from equity method investments for the year ended December 31, 2022 includes $ 36 million recorded in Other expense (income), net in the Consolidated Statements of Operations for a write-off of the Company’s ownership position in a privately-held dental investment company following impairment of underlying investments held by the investment company and the Company’s determination that the remaining investment is not recoverable. On February 1, 2021, the Company disposed of an investment casting business previously included as part of the former Consumables segment in exchange for a cash receipt of $ 19 million. The divestiture resulted in a pre-tax gain of $ 13 million recorded in Other expense (income), net in the Consolidated Statements of Operations for the year ended December 31, 2021. 94 NOTE 8 - INVENTORIES, NET Inventories, net were as follows: Year Ended December 31, (in millions) 2023 2022 Raw materials and supplies $ 185 $ 169 Work-in-process 77 77 Finished goods 362 381 Inventories, net $ 624 $ 627 The Company’s inventory reserve was $ 107 million and $ 83 million at December 31, 2023 and 2022, respectively. Inventories are stated at the lower of cost and net realizable value. 95 NOTE 9 - PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, were as follows: Year Ended December 31, (in millions) 2023 2022 Land $ 49 $ 48 Buildings and improvements 568 546 Machinery and equipment 964 963 Capitalized software 446 400 Construction in progress 138 116 $ 2,165 $ 2,073 Less: Accumulated depreciation and amortization 1,365 1,312 Property, plant and equipment, net $ 800 $ 761 96 NOTE 10 - LEASES The net present value of finance and operating lease right-of-use assets and liabilities were as follows: Year Ended December 31, (in millions, except percentages) Location in the Consolidated Balance Sheets 2023 2022 Assets Finance leases Property, plant, and equipment, net $ 1 $ 1 Operating leases Operating lease right-of-use assets, net 178 200 Total right-of-use assets $ 179 $ 201 Liabilities Current liabilities Finance leases Notes payable and current portion of long-term debt $ — $ 1 Operating leases Accrued liabilities 56 54 Noncurrent liabilities Finance leases Long-term debt 1 1 Operating leases Operating lease liabilities 125 149 Total lease liabilities $ 182 $ 205 Supplemental information: Weighted-average discount rate Finance leases 4.2 % 3.5 % Operating leases 3.9 % 3.5 % Weighted-average remaining lease term in years Finance leases 5.2 4.1 Operating leases 4.5 5.1 The lease cost recognized in the Consolidated Statements of Operations were as follows: Year Ended December 31, (in millions) 2023 2022 Operating lease cost $ 67 $ 68 Short-term lease cost — 1 Variable lease cost 15 12 Total lease cost $ 82 $ 81 97 The contractual maturity dates of the remaining lease liabilities as of December 31, 2023 were as follows: (in millions) Finance Leases Operating Leases Total 2024 $ — $ 62 $ 62 2025 1 45 46 2026 — 32 32 2027 — 21 21 2028 — 16 16 2029 and beyond — 23 23 Total lease payments $ 1 $ 199 $ 200 Less imputed interest — 18 18 Present value of lease liabilities $ 1 $ 181 $ 182 The supplemental cash flow information for leases were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 68 $ 66 $ 65 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ — $ — $ 1 Operating leases 36 57 79 98 NOTE 11 - GOODWILL AND INTANGIBLE ASSETS The Company assesses both goodwill and indefinite-lived intangible assets for impairment annually as of April 1 or more frequently if events or changes in circumstances indicate the asset might be impaired. On April 1, 2023, the Company realigned its reporting units due to a change in organizational structure. Reporting units under the former structure were tested for impairment prior to the realignment, and no impairment was identified. As a result of the realignment, the Company reallocated its goodwill to align its new reporting units which resulted from the change in its operating segments. Goodwill was reassigned to each of the new reporting units using a relative fair value approach. The Company assessed the goodwill of the new reporting units and its indefinite-lived intangible assets for impairment as of April 1, 2023. Based on this test, it was determined that the fair values of its reporting units and indefinite-lived intangible assets more likely than not exceeded their carrying values, resulting in no impairment. For both the former and new structure goodwill impairment tests as of April 1, 2023, the fair values of reporting units were computed using a discounted cash flow model with inputs developed using both internal and market-based data. Third Quarter 2023 Impairment In the quarter ended September 30, 2023, the Company identified indicators of a more likely than not impairment related to its Connected Technology Solutions reporting unit, which comprises all the Connected Technology Solutions segment. The decline in fair value for this reporting unit was driven by adverse macroeconomic factors because of weakened demand, particularly in European markets, and increased discount rates. Core underlying market interest rates, which serve as the basis for the discount rate assumptions in our impairment models, rose by approximately 110 bps between the annual impairment test and the interim test during the third quarter of 2023. These factors contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows in the near term, particularly in relation to demand for products which are commonly financed by end customers and are therefore adversely impacted by an environment of higher interest rates. The higher inflationary environment has also impacted the discretionary spending behavior of our customers more generally, further reducing global demand for certain products in favor of lower cost options. As such, an impairment test was performed in the third quarter of 2023 (the “third quarter test”). During the third quarter test, the fair value of the Connected Technology Solutions reporting unit was computed using a discounted cash flow model with inputs developed using both internal and market-based data. The discounted cash flow model uses ten -year forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. Significant assumptions used in the discounted cash flow model included, but were not limited to, a discount rate of 11.5 %, revenue growth rates (including perpetual growth rates), and operating margin percentages of the reporting unit’s business. As a result, the Company recorded a pre-tax goodwill impairment charge for the three months ended September 30, 2023 related to the Connected Technology Solutions reporting unit of $ 291 million, resulting in a full write-off of the remaining goodwill balance for the Connected Technology Solutions segment. This charge was recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations. Additionally, in conjunction with the third quarter test, the Company tested the long-lived intangible assets related to the businesses within the Connected Technology Solutions reporting unit within the Connected Technology Solutions segment for impairment. The Company also identified an indicator of impairment for the indefinite-lived intangible assets within the Implants & Prosthetics reporting unit within the Orthodontic and Implant Solutions segment, and determined certain tradenames and trademarks were impaired. These indefinite-lived intangible assets were evaluated for impairment using an income approach, specifically a relief from royalty method. Significant assumptions used in the relief from royalty method included, but were not limited to, discount rates (ranging from 11.5 % to 16.5 %) revenue growth rates (including perpetual growth rates), and royalty rates. As a result, the Company recorded indefinite-lived intangible asset impairment charges of $ 14 million and $ 2 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended September 30, 2023. The impairment charge was primarily driven by macroeconomic factors such as weakened demand, higher cost of capital, and cost inflation, which are contributing to reduced forecasted revenues. These charges were recorded in Goodwill and intangible asset impairment in the Consolidated Statements of Operations. The carrying values of indefinite-lived intangible assets impaired in the third quarter of 2023 were $ 215 million and $ 23 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, as of December 31, 2023. As the fair value of these indefinite-lived intangible assets continues to approximate carrying value as of December 31, 2023, any further decline in key assumptions could result in additional impairments in future periods. 99 As of December 31, 2023, the Company considered qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in the likelihood that the goodwill or indefinite-lived intangible assets may have become more likely than not impaired during the fourth quarter of 2023 and concluded there were no such indicators. Any deviation in actual financial results compared to the forecasted financial results or valuation assumptions used in the annual or interim tests, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets, among other factors, could have a material adverse effect to the fair value of either the reporting units or indefinite-lived intangibles assets and could results in a future impairment charge. There can be no assurance that the Company’s future asset impairment testing will not result in a material charge to earnings. 2022 Annual Goodwill and Indefinite-Lived Intangibles Impairment and Testing In the third and fourth quarters of 2022, the Company experienced adverse macroeconomic factors because of weakened global demand, higher cost of capital, unfavorable foreign currency impacts, and increased raw material, supply chain, and service costs, which contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows. As a result, the Company identified indicators of a more likely than not impairment related to its former Digital Dental Group and former Equipment & Instruments reporting units within the former Technologies & Equipment segment and certain indefinite-lived intangible assets, within these former reporting units as well as the former Consumables reporting unit within the former Consumables segment. The fair values of the two former reporting units above were computed using a discounted cash flow model with inputs developed using both internal and market-based data. The discounted cash flow model uses five - to ten - year forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The Company’s significant assumptions in the discounted cash flow models include, but are not limited to, the discount rate of 11.0 %, revenue growth rates (including perpetual growth rates), operating margin percentages, and net working capital changes of the reporting unit’s business. These assumptions were developed in consideration of current market conditions and future expectations which include, but were not limited to, distribution channel changes, impact from competition, and new product developments. The Company also considered current and projected market and economic conditions. As a result, the Company recorded a pre-tax goodwill impairment charge related to the former Digital Dental Group and former Equipment & Instruments reporting units within the former Technologies & Equipment segment of $ 1,100 million and $ 87 million, respectively, for the three months ended September 30, 2022. This charge was recorded in Goodwill and intangible asset impairment in the Consolidated Statements of Operations. The fair values of intangible assets were computed using either an income approach, specifically a relief from royalty method, or a qualitative assessment. The Company’s significant assumptions in the relief from royalty method include, but were not limited to, discount rates ranging from 11.0 % to 12.5 %, revenue growth rates (including perpetual growth rates) and royalty rates. As a result, the Company recorded impairment charges for its indefinite-lived intangible assets of $ 66 million and $ 28 million for the former Digital Dental Group and former Equipment & Instruments reporting units, respectively, within the former Technologies & Equipment segment, and a $ 6 million charge for the former Consumables reporting unit within the former Consumables segment, for the year ended December 31, 2022. This charge was recorded in Goodwill and intangible asset impairment in the Consolidated Statements of Operations. 100 2021 Annual Goodwill and Indefinite-Lived Intangibles Impairment and Testing The Company performed the required annual impairment tests of goodwill and indefinite-lived intangibles as of April 1, 2021 consistent with the valuation approaches described above, which did not result in any impairment for the year ended December 31, 2021. A reconciliation of changes in the Company’s goodwill by reportable segment were as follows: (in millions) Technologies & Equipment Consumables Connected Technology Solutions Essential Dental Solutions Orthodontic and Implant Solutions Wellspect Healthcare Total Balance at December 31, 2022 Goodwill 5,902 866 $ — $ — $ — $ — $ 6,768 Accumulated impairment losses ( 4,080 ) — — — — — ( 4,080 ) Goodwill, net December 31, 2022 $ 1,822 $ 866 $ — $ — $ — $ — $ 2,688 Translation 9 4 — — — — 13 Balance at March 31, 2023 Goodwill $ 5,911 $ 870 $ — $ — $ — $ — $ 6,781 Accumulated impairment losses ( 4,080 ) — — — — — ( 4,080 ) Goodwill, net March 31, 2023 $ 1,831 $ 870 $ — $ — $ — $ — $ 2,701 Realignment of goodwill ( 1,831 ) ( 870 ) 293 835 1,303 270 $ — Translation — — — 1 ( 5 ) 6 2 Goodwill, net June 30, 2023 $ — $ — $ 293 $ 836 $ 1,298 $ 276 $ 2,703 Impairment — — ( 291 ) — — — ( 291 ) Translation — — ( 2 ) 4 25 ( 1 ) 26 Balance at December 31, 2023 Goodwill $ — $ — $ 291 $ 840 $ 1,323 $ 275 $ 2,729 Accumulated Impairment Losses — — ( 291 ) — — — ( 291 ) Balance at December 31, 2023 $ — $ — $ — $ 840 $ 1,323 $ 275 $ 2,438 101 Identifiable definite-lived and indefinite-lived intangible assets at were as follows: Year Ended December 31, 2023 2022 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology and patents $ 1,697 $ ( 1,006 ) $ 691 $ 1,658 $ ( 848 ) $ 810 Tradenames and trademarks 271 ( 102 ) 169 273 ( 96 ) 177 Licensing agreements 30 ( 27 ) 3 30 ( 26 ) 4 Customer relationships 1,070 ( 680 ) 390 1,057 ( 600 ) 457 Total definite-lived $ 3,068 $ ( 1,815 ) $ 1,253 $ 3,018 $ ( 1,570 ) $ 1,448 Indefinite-lived tradenames and trademarks 447 — 447 450 — 450 In-process R&D (a) 5 — 5 5 — 5 Total indefinite-lived 452 — 452 455 — 455 Total identifiable intangible assets $ 3,520 $ ( 1,815 ) $ 1,705 $ 3,473 $ ( 1,570 ) $ 1,903 (a) Intangible assets acquired in a business combination that are in-process and used in R&D activities are considered indefinite-lived until the completion or abandonment of the R&D efforts. The useful life and amortization of those assets will be determined once the R&D efforts are completed. Amortization expense for definite-lived intangible assets for the years ended December 31, 2023, 2022 and 2021 was $ 211 million, $ 209 million and $ 222 million, respectively. The estimated annual amortization expense related to these intangible assets for each of the five succeeding calendar years is $ 212 million, $ 219 million, $ 143 million, $ 124 million and $ 128 million for 2024, 2025, 2026, 2027 and 2028, respectively. During the second quarter of 2021, the Company purchased certain developed technology rights for an initial payment of $ 3 million. The purchase consideration also includes contingent payments of $ 17 million to be made upon reaching certain regulatory and commercial milestones, which were not yet considered probable at December 31, 2023. 102 NOTE 12 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets were as follows: Year Ended December 31, (in millions) 2023 2022 Prepaid expenses $ 113 $ 104 Value-added tax receivable 61 53 Deposits 33 24 Other current assets 113 88 Prepaid expenses and other current assets $ 320 $ 269 103 NOTE 13 - ACCRUED LIABILITIES Accrued liabilities were as follows: Year Ended December 31, (in millions) 2023 2022 Payroll, commissions, bonuses, other cash compensation and employee benefits $ 161 $ 156 Sales and marketing programs 68 65 Reserve for distributor rebates 151 163 Restructuring costs 37 7 Accrued vacation and holidays 32 32 Professional and legal costs 25 27 Current portion of derivatives 18 19 General insurance 11 12 Warranty liabilities 24 22 Third party royalties 5 7 Deferred income 91 84 Accrued interest 9 9 Accrued property taxes 6 6 Current operating lease liabilities 56 54 Other 55 64 Accrued liabilities $ 749 $ 727 104 NOTE 14 - FINANCING ARRANGEMENTS Short-Term Debt Short-term debt was as follows: Year Ended December 31, 2023 2022 Principal Interest Principal Interest (in millions except percentages) Balance Rate Balance Rate Corporate commercial paper facility $ 225 5.8 % $ 95 5.1 % Other short-term borrowings 20 4.9 % 22 4.6 % Add: Current portion of long-term debt 77 1 Total short-term debt $ 322 $ 118 Maximum month-end short-term debt outstanding during the year $ 399 $ 395 Average amount of short-term debt outstanding during the year 284 289 Weighted-average interest rate on short-term debt at year-end 5.7 % 5.0 % Short-Term Borrowings On May 12, 2023, the Company entered into a five-year senior unsecured multi-currency revolving facility, for an aggregate principal amount of $ 700 million that expires on May 12, 2028. This new facility replaced the prior $ 700 million five-year senior unsecured multi-currency revolving facility that was scheduled to expire on July 26, 2024. The Company also has a $ 500 million commercial paper program. The $ 700 million multi-currency revolving credit facility serves as a back-up to the commercial paper facility, thus the total available credit under the commercial paper facility and the multi-currency revolving credit facility in the aggregate is $ 700 million. The Company had outstanding borrowings of $ 225 million and $ 95 million under the commercial paper facility at December 31, 2023 and December 31, 2022, respectively, and no outstanding borrowings under the multi-currency revolving credit facility. The Company also has access to $ 44 million in uncommitted short-term financing under lines of credit from various financial institutions, the availability of which is reduced by other short-term borrowings of $ 20 million. At December 31, 2023, the Company had $ 499 million borrowings available under unused lines of credit, including lines available under its short-term arrangements and revolving credit agreement. 105 Long-Term Debt Long-term debt was as follows: Year Ended December 31, 2023 2022 Principal Interest Principal Interest (in millions except percentages) Balance Rate Balance Rate Private placement notes 70 million euros due October 2024 $ 77 1.0 % $ 75 1.0 % Private placement notes 25 million Swiss franc due December 2025 30 0.9 % 27 0.9 % Private placement notes 97 million euros due December 2025 107 2.1 % 104 2.1 % Private placement notes 26 million euros due February 2026 29 2.1 % 28 2.1 % Private placement notes 58 million Swiss franc due August 2026 69 1.0 % 63 1.0 % Private placement notes 106 million euros due August 2026 117 2.3 % 114 2.3 % Private placement notes 70 million euros due October 2027 77 1.3 % 75 1.3 % Private placement notes 8 million Swiss franc due December 2027 9 1.0 % 8 1.0 % Private placement notes 15 million euros due December 2027 17 2.2 % 16 2.2 % Private placement notes 140 million Swiss franc due August 2028 166 1.2 % 151 1.2 % Private placement notes 70 million euros due October 2029 77 1.5 % 75 1.5 % Fixed rate senior notes 750 million due June 2030 750 3.3 % 750 3.3 % Private placement notes 70 million euros due October 2030 77 1.6 % 75 1.6 % Private placement notes 45 million euros due February 2031 50 2.5 % 48 2.5 % Private placement notes 65 million Swiss franc due August 2031 77 1.3 % 70 1.3 % Private placement notes 12.6 billion Japanese yen due September 2031 89 1.0 % 96 1.0 % Private placement notes 70 million euros due October 2031 77 1.7 % 75 1.7 % Other borrowings, various currencies and rates 14 21 Hedge accounting fair value adjustment (a) ( 28 ) ( 35 ) $ 1,881 $ 1,836 Less: Current portion (included in “Notes payable and current portion of long-term debt” in the Consolidated Balance Sheets) 77 1 Less: Long-term portion of deferred financing costs 8 9 Long-term portion $ 1,796 $ 1,826 (a) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. The Company’s multi-currency revolving credit facility, term loans and senior notes contain certain affirmative and negative covenants relating to the Company’s operations and financial condition. At December 31, 2023, the Company was in compliance with all debt covenants. The contractual maturity dates of the Company’s long-term borrowings as of December 31, 2023 were as follows: (in millions) 2024 $ 77 2025 148 2026 218 2027 103 2028 166 2029 and beyond 1,197 $ 1,909 Interest expense, net includes interest income of $ 16 million, $ 11 million and $ 3 million for the years ended December 31, 2023, 2022 and 2021, respectively, primarily relating to interest-bearing cash equivalents and customer financing for our direct-to-consumer aligner solutions. 106 NOTE 15 - EQUITY On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $ 1.0 billion. Share repurchases may be made through open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions or other transactions in such amounts and at such times as the Company considers appropriate based upon prevailing market and business conditions and other factors. At December 31, 2023, the Company had authorization to repurchase $ 1.44 billion in shares of common stock remaining under the share repurchase program. On March 3, 2023, the Company entered into an Accelerated Share Repurchase Agreement (“ASR Agreement”) with a financial institution to repurchase the Company’s common stock. The Company repurchased shares under the ASR Agreement as part of the share repurchase program described above. In 2023, the Company repurchased approximately 3.1 million shares delivered during March 2023 at a volume-weighted average price of $ 38.74 representing $ 120 million of the total anticipated repurchase. In April 2023, an additional 0.8 million shares were delivered upon the final settlement of the ASR Agreement resulting in a total of 3.9 million shares repurchased under the agreement. (in millions, except per share amounts) Initial Delivery Final Settlement Agreement Date Amount Paid Shares Received Price per share Value of Shares as a % of Contract Value Settlement Date Total Shares Received Average Price per Share March 3, 2023 $ 150 3.1 $ 38.74 80 % April 28, 2023 3.9 $ 38.55 The ASR Agreement was accounted for as an initial delivery of common shares in a treasury stock transaction on March 6, 2023 of $ 121 million and a forward contract indexed to the Company’s common stock for an amount of common shares that was determined on the final settlement date. The forward contract met all applicable criteria for equity classification and was not accounted for as a derivative instrument for the quarter ended March 31, 2023. Therefore, the value of the forward contract of $ 30 million was recorded in Capital in excess of par value at March 31, 2023. Upon final settlement in April 2023, this amount was subsequently recorded as Treasury Stock in the Consolidated Balance Sheets. The initial delivery and final settlement of common stock reduced the weighted average common shares outstanding for both basic and diluted earnings per share. The forward contract did not impact the weighted average common shares outstanding for diluted earnings per share. For the years ended December 31, 2023, 2022 and 2021, the Company repurchased outstanding shares of common stock at a cost of $ 300 million, $ 150 million and $ 200 million, respectively. For the year ended December 31, 2023, the treasury stock transactions resulted in an excise tax accrual of $ 3 million for public company stock repurchases established by the Inflation Reduction Act of 2022. For the year ended December 31, 2023, stock options exercised and the proceeds received at exercise were not significant. For the years ended December, 31, 2022 and 2021, the Company received proceeds of $ 6 million and $ 51 million, respectively, primarily as a result of stock options exercised in the amount of 0.1 million and 1.1 million in each of the years, respectively. It is the Company’s practice to issue shares from treasury stock when stock options are exercised and RSUs vest. 107 Total outstanding shares of common stock and treasury stock were as follows: (in millions) Shares of Common Stock Shares of Treasury Stock Outstanding Shares Balance at December 31, 2020 264.5 ( 45.8 ) 218.7 Shares of treasury stock issued — 2.2 2.2 Repurchase of common stock at an average cost of $ 57.47 — ( 3.5 ) ( 3.5 ) Balance at December 31, 2021 264.5 ( 47.1 ) 217.4 Shares of treasury stock issued — 0.9 0.9 Repurchase of common stock at an average cost of $ 48.22 — ( 3.1 ) ( 3.1 ) Balance at December 31, 2022 264.5 ( 49.3 ) 215.2 Shares of treasury stock issued — 0.8 0.8 Repurchase of common stock at an average cost of $ 34.20 — ( 8.8 ) ( 8.8 ) Balance at December 31, 2023 264.5 ( 57.3 ) 207.2 108 NOTE 16 - INCOME TAXES The components of (loss) income before income taxes were as follows: Year Ended December 31, (in millions) 2023 2022 2021 United States $ ( 6 ) $ ( 531 ) $ 51 Foreign ( 169 ) ( 524 ) 494 Total (loss) income before income taxes $ ( 175 ) $ ( 1,055 ) $ 545 The components of the (benefit) provision for income taxes from operations were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Current: U.S. federal $ 1 $ 1 $ 1 U.S. state — 4 4 Foreign 86 118 154 Total $ 87 $ 123 $ 159 Deferred: U.S. federal $ 4 $ ( 145 ) $ 10 U.S. state ( 3 ) ( 17 ) 2 Foreign ( 131 ) ( 66 ) ( 37 ) Total $ ( 130 ) $ ( 228 ) $ ( 25 ) Total (benefit) provision for income taxes $ ( 43 ) $ ( 105 ) $ 134 The reconciliation of the U.S. federal statutory tax rate to the effective rate were as follows: Year Ended December 31, (in millions, except percentages) 2023 2022 2021 Statutory U.S. federal income tax rate $ ( 37 ) 21.0 % $ ( 222 ) 21.0 % $ 114 21.0 % Effect of: State income taxes, net of federal benefit ( 2 ) 1.4 ( 11 ) 1.0 4 0.8 Federal benefit of R&D and foreign tax credits ( 17 ) 10.0 ( 8 ) 0.8 ( 5 ) ( 0.9 ) US other permanent differences 5 ( 2.7 ) 9 ( 0.9 ) 2 0.4 Tax effect of international operations ( 65 ) 37.2 ( 5 ) 0.5 2 0.3 Global Intangible Low Taxed Income (GILTI) 12 ( 7.0 ) 20 ( 1.9 ) 13 2.4 Foreign Derived Intangible Income (FDII) ( 9 ) 5.2 ( 8 ) 0.8 ( 7 ) ( 1.3 ) Net effect of tax audit activity ( 6 ) 3.2 15 ( 1.4 ) 9 1.6 Tax effect of enacted statutory rate changes on Non-U.S. jurisdictions 1 ( 0.4 ) ( 3 ) 0.3 10 1.9 Federal tax on unremitted earnings of certain foreign subsidiaries 2 ( 0.9 ) 1 ( 0.1 ) ( 1 ) ( 0.2 ) Valuation allowance adjustments 5 ( 3.2 ) ( 9 ) 0.8 ( 9 ) ( 1.7 ) Tax effect of impairment of goodwill and intangibles 60 ( 34.6 ) 114 ( 10.8 ) — — Other 8 ( 4.4 ) 2 ( 0.2 ) 2 0.3 Effective income tax rate on operations $ ( 43 ) 24.8 % $ ( 105 ) 9.9 % $ 134 24.6 % 109 The tax effect of significant temporary differences giving rise to deferred tax assets and liabilities were as follows: Year Ended December 31, (in millions) 2023 2022 Deferred tax assets Employee benefit accruals $ 55 $ 55 Inventory 15 9 Miscellaneous accruals 51 37 Other 44 48 Lease right-of-use liability 46 48 Net unrealized gains/losses included in AOCI 36 — Foreign tax credit and R&D carryforward 43 40 Tax loss carryforwards and other tax attributes 948 654 Total deferred tax assets $ 1,238 $ 891 Less: Valuation allowances ( 863 ) ( 645 ) Total deferred tax assets, net $ 375 $ 246 Deferred tax liabilities Identifiable intangible assets $ ( 298 ) $ ( 325 ) Property, plant and equipment ( 38 ) ( 41 ) Lease right-of-use asset ( 46 ) ( 47 ) Net unrealized gains/losses included in AOCI — ( 13 ) Taxes on unremitted earnings of foreign subsidiaries ( 8 ) ( 6 ) Total deferred tax liabilities ( 390 ) ( 432 ) Net deferred tax liabilities $ ( 15 ) $ ( 186 ) Deferred tax assets and liabilities are included in the following Consolidated Balance Sheets line items at December 31 were as follows: Year Ended December 31, (in millions) 2023 2022 Assets Other noncurrent assets $ 213 $ 101 Liabilities Deferred income taxes $ 228 $ 287 The Company has $ 40 million of foreign tax credit carryforwards at December 31, 2023, of which $ 33 million will expire in 2025 and $ 7 million will expire at various times from 2028 through 2031. The Company has tax loss carryforwards related to certain foreign and domestic subsidiaries of approximately $ 3,889 million at December 31, 2023, of which $ 3,671 million expires at various times through 2043 and $ 218 million may be carried forward indefinitely. These are reflected as deferred income tax assets at December 31, 2023, comprising of tax benefits o f $ 873 million and $ 74 million, before valuation allowances, related to tax loss carryforwards and disallowed interest carryforwards, respectively. As of December 31, 2022 the Company’s deferred tax assets included $ 601 million of tax loss carryforwards and $ 53 million of disallowed interest carryforwards. The increase in tax loss carryforwards in 2023 is primarily a result of impairment losses. At December 31, 2023, the Company has recorded $ 791 million of valuation allowance to offset the tax benefit of net operating losses, $ 40 million to offset the tax benefit of foreign tax credits, and $ 32 million of valuation allowance for other deferred tax assets. The Company has recorded these valuation allowances due to the uncertainty that these assets can be realized in the future. The increase in the valuation allowance is attributable to the increase in the tax loss carryforwards generated in 2023 as there is uncertainty that these assets can be realized in the future. 110 The Company has provided $ 8 million of withholding taxes on certain undistributed earnings of its foreign subsidiaries that the Company anticipates will be repatriated. Undistributed earnings of foreign subsidiaries and related companies that are considered to be permanently invested amounted to $ 2,303 million a t December 31, 2023 and $ 2,492 million at December 31, 2022 . Tax Contingencies The total amount of gross unrecognized tax benefits at December 31, 2023 is approximately $ 136 million, including interest of which, approximately $ 40 million represents the amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate. It is reasonably possible that certain amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date of the Company’s consolidated financial statements. Expiration of statutes of limitations in various jurisdictions during the next twelve months could include unrecognized tax benefits of approximately $ 1 million, which, if recognized, would affect the effective income tax rate. The total amount of accrued interest and penalties were $ 4 million and $ 6 million at December 31, 2023 and 2022, respectively. The Company has consistently classified interest and penalties recognized in its consolidated financial statements as income taxes based on the accounting policy election of the Company. The Company recognized a tax benefit of $ 2 million for the years ended December 31, 2023 and 2022 related to interest and penalties. The increase in unrecognized tax benefits in 2023 is primarily related to a gain generated from an internal debt structuring in 2023. If this benefit was recognized, it would result in a reduction to deferred tax assets related to tax loss carryforwards, with an equal and offsetting reduction to the valuation allowance. Thus, the release of this reserve would not impact the effective tax rate. The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The significant jurisdictions include the United States, Germany, Sweden and Switzerland. The Company has concluded all U.S. federal income tax matters for years through 2014 with the Internal Revenue Service (“IRS”). The Company is currently under audit for the tax years 2015 and 2016. For additional information on the IRS audit, see Note 21, Commitments and Contingencies. The Company concluded audits in Germany through the tax year 2014 and is currently under audit for the years 2015 through 2017. The tax years 2018 through 2021 are subject to future potential audit adjustments in Germany. The activity recorded for unrecognized tax benefits were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Unrecognized tax benefits at beginning of period $ 49 $ 34 $ 27 Gross change for prior-period positions 1 12 6 Gross change for current year positions 95 4 2 Decrease due to settlements and payments ( 9 ) — — Decrease due to statute expirations ( 4 ) — — Decrease due to effect from foreign currency translation — ( 1 ) ( 1 ) Unrecognized tax benefits at end of period $ 132 $ 49 $ 34 111 NOTE 17 - BENEFIT PLANS Defined Contribution Plans The Company maintains both U.S. and non-U.S. employee defined contribution plans. The primary U.S. plan, the Dentsply Sirona Inc. 401(k) Savings Plan (the “Plan”), allows eligible employees to contribute a portion of their cash compensation to the plan on a tax-deferred basis, and in most cases, the Company provides a matching contribution. The Plan includes various investment funds. The Company may make a non-elective discretionary cash contribution of 3 % of compensation to participant accounts. Additionally, each eligible participant who elects to contribute to the Plan will receive a matching contribution of 100 % on the first 1% contributed and 50 % on the next 5% contributed for a total maximum matching contribution of 3.5 %. In addition to the primary U.S. plan, the Company also maintains various other U.S. and non-U.S. defined contribution and non-qualified deferred compensation plans. The annual expenses, net of forfeitures, were $ 43 million, $ 41 million and $ 39 million for the years ended December 31, 2023, 2022, and 2021, respectively. Defined Benefit Plans The Company maintains defined benefit pension plans for certain employees in Austria, France, Germany, Indonesia, Italy, Japan, the Netherlands, Norway, Sweden, Switzerland, Taiwan, and the United States. These plans provide benefits based upon age, years of service and remuneration. Substantially all the German and Swedish plans are unfunded book reserve plans. Most employees and retirees outside the United States are covered by government health plans. The Company predominantly derives its discount rates by applying the specific spot rates along the yield curve to the relevant projected cash flows; or, in markets where there is an absence of a sufficiently deep corporate bond market, it uses liability durations in establishing its discount rates, which are observed from indices of high-grade corporate or government bond yield in the respective economic regions of the plan. For the large defined benefits pension plans, the Company uses a spot rate approach for the estimation of the Service cost and Interest cost components of benefit cost by applying the specific spot rates along the yield curve to the relevant projected cash flows. Significant changes in the retirement plan benefit obligations for the year ended December 31, 2023 include a $ 35 million actuarial loss primarily attributable to the decrease in discount rates, the effect of which is slightly offset by the change in inflation and salary increase assumptions in some plans. The changes also include a $ 3 million actuarial loss due to plan experience different than anticipated. Significant changes in the retirement plan benefit obligations for the year ended December 31, 2022 include a $ 162 million actuarial gain primarily attributable to the increase in discount rates, the effect of which is slightly offset by the change in inflation and salary increase assumptions in some plans. The changes also include a $ 1 million actuarial gain due to demographic assumption changes and a $ 14 million actuarial loss due to plan experience different than anticipated. Defined Benefit Pension Plan Assets The primary investment strategy is to ensure that the assets of the plans, along with anticipated future contributions, will be invested in order that the benefit entitlements of employees, pensioners and beneficiaries covered under the plan can be met when due with high probability. Pension plan assets consist mainly of common stock and fixed income investments. The target allocations for defined benefit plan assets are 30 % to 65 % equity securities, 30 % to 65 % fixed income securities, 0 % to 15 % real estate, and 0 % to 25 % in all other types of investments. Equity securities include investments in companies located both in and outside the United States. Equity securities in the defined benefit pension plans do not include Company common stock contributed directly by the Company. Fixed income securities include corporate bonds of companies from diversified industries, government bonds, mortgage notes and pledge letters. Other types of investments include investments in mutual funds, insurance contracts, hedge funds and real estate. These plan assets are not recorded in the Company’s Consolidated Balance Sheet as they are held in trust or other off-balance sheet investment vehicles. The defined benefit pension plan assets maintained in Austria, Germany, Norway, the Netherlands, Switzerland and Taiwan all have separate investment policies but generally have an objective to achieve a long-term rate of return in excess of 2 % while at the same time mitigating the impact of investment risk associated with investment categories that are expected to yield greater than average returns. In accordance with the investment policies, the plans’ assets were invested in the following investment categories: interest-bearing cash, U.S. and foreign equities, foreign fixed income securities (primarily corporate and government bonds), insurance company contracts, real estate and hedge funds. 112 Reconciliation of changes in the defined benefit obligations, fair value of assets and statement of funded status were as follows: Year Ended December 31, (in millions) 2023 2022 Change in Benefit Obligation Benefit obligation at beginning of year $ 440 $ 619 Service cost 10 12 Interest cost 14 5 Participant contributions 4 4 Actuarial losses (gains) 38 ( 149 ) Effect of exchange rate changes 26 ( 35 ) Plan curtailments and settlements — ( 1 ) Benefits paid ( 21 ) ( 15 ) Benefit obligation at end of year $ 511 $ 440 Change in Plan Assets Fair value of plan assets at beginning of year $ 182 $ 212 Actual return on assets 10 ( 28 ) Plan settlements — ( 1 ) Effect of exchange rate changes 17 ( 5 ) Employer contributions 15 15 Participant contributions 4 4 Benefits paid ( 21 ) ( 15 ) Fair value of plan assets at end of year $ 207 $ 182 Funded status at end of year $ ( 304 ) $ ( 258 ) The amounts recognized in the accompanying Consolidated Balance Sheets, net of tax effects, were as follows: Location In The Year Ended December 31, (in millions) Consolidated Balance Sheets 2023 2022 Other noncurrent assets, net Other noncurrent assets $ 5 $ 9 Deferred tax asset Other noncurrent assets 11 6 Total assets $ 16 $ 15 Current liabilities Accrued liabilities $ ( 11 ) $ ( 10 ) Other noncurrent liabilities Other noncurrent liabilities ( 298 ) ( 257 ) Deferred tax liability Deferred income taxes ( 2 ) ( 5 ) Total liabilities $ ( 311 ) $ ( 272 ) Accumulated other comprehensive income Accumulated other comprehensive loss 36 7 Net amount recognized $ ( 259 ) $ ( 250 ) 113 Amounts recognized in AOCI were as follows: Year Ended December 31, (in millions) 2023 2022 Net actuarial loss $ 48 $ 12 Net prior service cost ( 3 ) ( 4 ) Before tax AOCI $ 45 $ 8 Less: Deferred taxes 9 1 Net of tax AOCI $ 36 $ 7 Information for pension plans with a projected or accumulated benefit obligation in excess of plan assets were as follows: Year Ended December 31, (in millions) 2023 2022 Projected benefit obligation $ 323 $ 283 Accumulated benefit obligation 310 272 Fair value of plan assets 15 15 Components of net periodic benefit cost were as follows: Year Ended December 31, Location in the Consolidated Statements of Operations (in millions) 2023 2022 2021 Service cost $ 4 $ 5 $ 7 Cost of products sold Service cost 6 7 10 Selling, general and administrative expenses Interest cost 14 5 3 Other expense (income), net Expected return on plan assets ( 6 ) ( 4 ) ( 4 ) Other expense (income), net Amortization of prior service credit ( 1 ) ( 1 ) ( 1 ) Other expense (income), net Amortization of net actuarial loss — 8 12 Other expense (income), net Acquisitions/Divestitures — — 1 Other expense (income), net Curtailment and settlement gains — ( 1 ) ( 1 ) Other expense (income), net Net periodic benefit cost $ 17 $ 19 $ 27 Other changes in plan assets and benefit obligations recognized in AOCI were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Net actuarial losses (gains) $ 37 $ ( 125 ) $ ( 36 ) Amortization 1 ( 7 ) ( 11 ) Total recognized in AOCI $ 38 $ ( 132 ) $ ( 47 ) Total recognized in net periodic benefit cost and AOCI $ 55 $ ( 113 ) $ ( 20 ) 114 Assumptions The weighted average assumptions used to determine benefit obligations for the Company’s plans, principally in foreign locations were as follows: Year Ended December 31, 2023 2022 2021 Interest crediting rate 2.3 % 2.5 % 1.3 % Discount rate 2.6 % 3.2 % 1.1 % Rate of compensation increase 2.5 % 2.6 % 2.6 % The weighted average assumptions used to determine net periodic benefit cost for the Company’s plans, principally in foreign locations were as follows: Year Ended December 31, 2023 2022 2021 Interest crediting rate 2.5 % 1.3 % 1.3 % Discount rate 3.2 % 1.1 % 0.6 % Expected return on plan assets 3.2 % 2.2 % 2.2 % Rate of compensation increase 2.6 % 2.6 % 2.4 % Measurement date 12/31/2023 12/31/2022 12/31/2021 To develop the assumptions for the expected long-term rate of return on assets, the Company considered the current level of expected returns on risk free investments (primarily U.S. government bonds), the historical level of the risk premium associated with the other asset classes in which the assets are invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocations to develop the assumptions for the expected long-term rate of return on assets. Fair Value Measurements of Plan Assets The fair value of the Company’s pension plan assets at December 31, 2023 and 2022 are presented in the table below by asset category. Approximately 84 % of the total plan assets are categorized as Level 1, as the values assigned to these pension assets are based on quoted prices available in active markets. For the other category levels, a description of the valuation is provided in Note 1, Significant Accounting Policies, under the “Fair Value Measurement” heading. December 31, 2023 (in millions) Total Level 1 Level 2 Level 3 Assets Category Cash and cash equivalents $ 7 $ 7 $ — $ — Equity securities: International 63 63 — — Fixed income securities: Fixed rate bonds (a) 84 84 — — Other types of investments: Mutual funds (b) 19 19 — — Insurance contracts 26 — — 26 Hedge funds 7 — — 7 Real estate 1 — — 1 Total $ 207 $ 173 $ — $ 34 115 December 31, 2022 (in millions) Total Level 1 Level 2 Level 3 Assets Category Cash and cash equivalents $ 15 $ 15 $ — $ — Equity securities: International 49 49 — — Fixed income securities: Fixed rate bonds (a) 67 67 — — Other types of investments: Mutual funds (b) 17 17 — — Insurance contracts 24 — — 24 Hedge funds 9 — — 9 Real estate 1 — — 1 Total $ 182 $ 148 $ — $ 34 (a) This category includes fixed income securities invested primarily in Swiss bonds, foreign bonds denominated in Swiss francs, foreign currency bonds, mortgage notes and pledged letters. (b) This category includes mutual funds balanced between moderate-income generation and moderate capital appreciation with investment allocations of approximately 50 % equities and 50 % fixed income investments. A reconciliation from December 31, 2021 to December 31, 2023 for the plan assets categorized as Level 3 were as follows: (in millions) Insurance Contracts Hedge Funds Real Estate Total Balance at December 31, 2021 $ 34 $ 11 $ 1 $ 46 Actual return on plan assets: Relating to assets still held at the reporting date ( 5 ) ( 1 ) — ( 6 ) Purchases, sales and settlements, net ( 2 ) ( 1 ) — ( 3 ) Effect of exchange rate changes ( 3 ) — — ( 3 ) Balance at December 31, 2022 $ 24 $ 9 $ 1 $ 34 Actual return on plan assets: Relating to assets still held at the reporting date $ 2 $ — $ — $ 2 Purchases, sales and settlements, net ( 1 ) ( 3 ) — ( 4 ) Effect of exchange rate changes 1 1 — 2 Balance at December 31, 2023 $ 26 $ 7 $ 1 $ 34 Fair values for Level 3 assets are determined as follows: Insurance Contracts: The value of the asset represents the mathematical reserve of the insurance policies and is calculated by the insurance firms using their own assumptions. Hedge Funds: The investments are valued using the net asset value provided by the administrator of the fund, which is based on the fair value of the underlying securities. Real Estate: Investment is stated by its appraised value. Cash Flows In 2024, the Company expects to make employer contributions of $ 18 million to its defined benefit pension plans. 116 Estimated Future Benefit Payments Total benefits expected to be paid from the plans in the future are as follows: (in millions) Pension Benefits 2024 $ 26 2025 27 2026 26 2027 27 2028 24 2029-2033 124 117 NOTE 18 - RESTRUCTURING AND OTHER COSTS Restructuring and other costs for the years ended December 31, 2023, 2022 and 2021 were as follows: Affected Line Item in the Consolidated Statements of Operations Year Ended December 31, (in millions) 2023 2022 2021 Cost of products sold $ 4 $ — $ ( 3 ) Selling, general, and administrative expenses 3 — 6 Restructuring and other costs 67 14 17 Total Restructuring and other costs $ 74 $ 14 $ 20 Restructuring and other costs of $ 67 million recorded in the year ended December 31, 2023 consisted primarily of employee severance benefits and other restructuring costs related to the plan approved by the Board of Directors of the Company on February 14, 2023. This plan seeks to restructure the Company’s business to improve operational performance and drive shareholder value creation through a new operating model with four operating segments, optimization of central functions and overall management infrastructure, and other efforts aimed at cost savings. The restructuring plan anticipates a reduction in the Company’s global workforce of approximately 8 % to 10 %, subject to co-determination processes with employee representative groups in countries where required which are now substantially complete. The Company expects to incur between $ 115 and $ 135 million in non-recurring charges, comprising $ 80 to $ 100 million in restructuring expenditures and charges, primarily related to employee transition, severance payments, employee benefits and facility closure costs, and $ 35 million in other non-recurring costs which mostly consist of consulting, legal and other professional service fees. The plan is expected to be substantially completed by mid-2024. The estimates of these charges and their timing are subject to several assumptions, including local law requirements in various jurisdictions and co-determination aspects in countries where required. Actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures in connection with this plan which are not currently contemplated. The liabilities associated with the Company’s restructuring plans are recorded in Accrued liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets. Activity in the Company’s restructuring accruals at December 31, 2023 was as follows: Severance (in millions) 2021 and Prior Plans 2022 Plans 2023 Plans Total Balance at December 31, 2022 $ 4 $ 3 $ — $ 7 Provisions and adjustments — 2 62 64 Amounts applied ( 2 ) ( 3 ) ( 24 ) ( 29 ) Change in estimates — ( 2 ) ( 1 ) ( 3 ) Balance at December 31, 2023 $ 2 $ — $ 37 $ 39 Other Restructuring Costs (in millions) 2021 and Prior Plans 2022 Plans 2023 Plans Total Balance at December 31, 2022 $ — $ 1 $ — $ 1 Provisions and adjustments 1 — 9 10 Amounts applied ( 1 ) — ( 8 ) ( 9 ) Change in estimates — — ( 1 ) ( 1 ) Balance at December 31, 2023 $ — $ 1 $ — $ 1 118 The cumulative amounts for the provisions and adjustments and amounts applied for all the plans by segment were as follows: (in millions) December 31, 2022 Provisions and Adjustments Amounts Applied Change in Estimates December 31, 2023 Connected Technology Solutions $ 3 $ 18 $ ( 8 ) $ — $ 13 Essential Dental Solutions 4 25 ( 10 ) ( 2 ) 17 Orthodontic and Implant Solutions 1 16 ( 7 ) ( 1 ) 9 Wellspect Healthcare — 5 ( 3 ) ( 1 ) 1 All Other — 10 ( 10 ) — — Total $ 8 $ 74 $ ( 38 ) $ ( 4 ) $ 40 The Company’s restructuring accruals at December 31, 2022 were as follows: Severances (in millions) 2020 and Prior Plans 2021 Plans 2022 Plans Total Balance at December 31, 2021 $ 5 $ 9 $ — $ 14 Provisions and adjustments 1 1 9 11 Amounts applied ( 3 ) ( 6 ) ( 5 ) ( 14 ) Change in estimates ( 2 ) ( 1 ) ( 1 ) ( 4 ) Balance at December 31, 2022 $ 1 $ 3 $ 3 $ 7 Other Restructuring Costs (in millions) 2020 and Prior Plans 2021 Plans 2022 Plans Total Balance at December 31, 2021 $ 4 $ — $ — $ 4 Provisions and adjustments 1 2 2 5 Amounts applied ( 4 ) ( 2 ) ( 1 ) ( 7 ) Change in estimates ( 1 ) — — ( 1 ) Balance at December 31, 2022 $ — $ — $ 1 $ 1 The cumulative amounts for the provisions and adjustments and amounts applied for all the plans by segment were as follows: (in millions) December 31, 2021 Provisions and Adjustments Amounts Applied Change in Estimates December 31, 2022 Connected Technology Solutions $ 7 $ 5 $ ( 5 ) $ ( 4 ) $ 3 Essential Dental Solutions 5 4 ( 5 ) — 4 Orthodontic and Implant Solutions 5 2 ( 5 ) ( 1 ) 1 Wellspect Healthcare 1 1 ( 2 ) — — All Other — 4 ( 4 ) — — Total $ 18 $ 16 $ ( 21 ) $ ( 5 ) $ 8 119 NOTE 19 - FINANCIAL INSTRUMENTS AND DERIVATIVES Derivative Instruments and Hedging Activities The Company’s operations expose it to a variety of market risks, which primarily include the risks related to the effects of changes in foreign currency exchange rates and interest rates. These financial exposures are monitored and managed by the Company as part of its overall risk management program. The objective of this risk management program is to reduce the volatility that these market risks may have on the Company’s operating results and cash flows. The Company employs derivative financial instruments to hedge certain anticipated transactions, firm commitments, or assets and liabilities denominated in foreign currencies. Additionally, the Company utilizes interest rate swaps to convert fixed rate debt into variable rate debt or vice versa. The Company does not hold derivative instruments for trading or speculative purposes. The following summarizes the notional amounts of cash flow hedges, hedges of net investments, fair value hedges, and derivative instruments not designated as hedges for accounting purposes, by derivative instrument type at December 31, 2023 and the notional amounts expected to mature during the next 12 months: Aggregate Notional Amount Aggregate Notional Amount Maturing within 12 Months (in millions) Cash Flow Hedges Foreign exchange forward contracts $ 23 $ 23 Total derivative instruments designated as cash flow hedges $ 23 $ 23 Hedges of Net Investments Foreign exchange forward contracts $ 890 $ 88 Cross currency basis swaps 295 — Total derivative instruments designated as hedges of net investments $ 1,185 $ 88 Fair Value Hedges Foreign exchange forward contracts $ 24 $ 24 Interest rate swaps 250 — Total derivative instruments designated as fair value hedges $ 274 $ 24 Derivative Instruments not Designated as Hedges Foreign exchange forward contracts $ 658 $ 658 Total derivative instruments not designated as hedges $ 658 $ 658 120 Cash Flow Hedges Foreign Exchange Risk Management The Company hedges select anticipated foreign currency cash flows to reduce volatility in both cash flows and reported earnings. The Company designates certain foreign exchange forward contracts as cash flow hedges. As a result, the Company records the fair value of the contracts through AOCI based on the assessed effectiveness of the foreign exchange forward contracts. The Company measures the effectiveness of cash flow hedges of anticipated transactions on a spot-to-spot basis rather than on a forward-to-forward basis. Accordingly, the spot-to-spot change in the derivative fair value will be deferred in AOCI and released and recorded in the Consolidated Statements of Operations in the same period that the hedged transaction is recorded. The time-value component of the fair value of the derivative is reported on a straight-line basis in Cost of products sold in the Consolidated Statements of Operations in the period which it is applicable. Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows. These foreign exchange forward contracts generally have maturities up to 18 months, which is the period over which the Company is hedging exposures to variability of cash flows and the counterparties to the transactions are typically large international financial institutions. Interest Rate Risk Management The Company enters into interest rate swap contracts to manage interest rate risk on long-term debt instruments and not for speculative purposes. Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows. On May 26, 2020, the Company paid $ 31 million to settle the $ 150 million notional Treasury rate lock contract, which partially hedged the interest rate risk of the $ 750 million senior unsecured notes. This loss is amortized over the ten-year life of the notes. As of December 31, 2023 and December 31, 2022, $ 19 million and $ 23 million, respectively, of this loss is remaining to be amortized from AOCI in future periods. AOCI Release Overall, the derivatives designated as cash flow hedges are highly effective for accounting purposes. At December 31, 2023, the Company expects to reclassify $ 3 million of deferred net losses on cash flow hedges recorded in AOCI in the Consolidated Statements of Operations during the next 12 months. For the rollforward of derivative instruments designated as cash flow hedges in AOCI see Note 5, Comprehensive (Loss) Income. Hedges of Net Investments in Foreign Operations The Company has significant investments in foreign subsidiaries. The net assets of these subsidiaries are exposed to volatility in currency exchange rates. The Company employs both derivative and non-derivative financial instruments to hedge a portion of this exposure. The derivative instruments consist of foreign exchange forward contracts and cross-currency basis swaps. The non-derivative instruments consist of foreign currency denominated debt held at the parent company level. Translation gains and losses related to the net assets of the foreign subsidiaries are offset by gains and losses in the aforementioned instruments, which are designated as hedges of net investments and the intrinsic value changes in these instruments are recorded on AOCI, net of tax effects. The time-value component of the fair value of the derivative instruments is reported on a straight-line basis in Other expense (income), net in the Consolidated Statements of Operations in the applicable period. Any cash flows associated with these instruments are included in investing activities in the Consolidated Statements of Cash Flows except for derivative instruments that include an other-than-insignificant financing element, for which all cash flows are classified as financing activities in the Consolidated Statements of Cash Flows. The fair value of the foreign exchange forward contracts and cross-currency basis swaps is the estimated amount the Company would receive or pay at the reporting date, considering the effective interest rates, and foreign exchange rates. The effective portion of the change in the value of these derivatives is recorded in AOCI, net of tax effects. On July 2, 2021, the Company entered into a cross-currency basis swap of a notional amount of $ 300 million, which matures on June 3, 2030. The cross-currency basis swap is designated as a hedge of net investments. This contract effectively converts a portion of the $ 750 million bond coupon from 3.3 % to 1.7 %, which will result in a net reduction of Other expense (income), net. 121 On May 25, 2021, the Company re-established its euro net investment hedge portfolio by entering into eight foreign exchange forward contracts, each with a notional amount of 10 million euro. The original contracts have quarterly maturity dates through March 2023 and the Company entered into additional foreign exchange contracts as individual contracts within the portfolio matured. As of December 31, 2023, the euro net investment hedge portfolio has an aggregate notional value of 160 million euro with maturity dates through December 2025. On July 20, 2023, the Company entered into a Swiss franc foreign exchange forward contract designated as a net investment hedge. The foreign exchange forward contract had a notional amount of 600 million Swiss francs. This net investment hedge was settled in September 2023 which resulted in cash receipts totaling $ 32 million. The Company subsequently entered into Swiss franc foreign exchange contracts designated as a net investment hedge with a total notional amount of 600 million Swiss francs. This portfolio of contracts has semi-annual maturity dates through July 2028. Fair Value Hedges Foreign Exchange Risk Management The Company has intercompany loans denominated in Swedish kronor that are exposed to volatility in currency exchange rates. The Company employs derivative financial instruments to hedge these exposures. The Company accounts for these designated foreign exchange forward contracts as fair value hedges. The Company measures the effectiveness of fair value hedges of anticipated transactions on a spot-to-spot basis rather than on a forward-to-forward basis. Accordingly, the spot-to-spot change in the derivative fair value will be recorded in Other expense (income), net in the Consolidated Statements of Operations. The time-value component of the fair value of the derivative is reported on a straight-line basis in Other expense (income), net in the Consolidated Statements of Operations in the applicable period. Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows. Interest Rate Risk Management On July 1, 2021, the Company entered into variable interest rate swaps with a notional amount of $ 250 million, which effectively converted a portion of the underlying fixed rate of 3.3 % on the $ 750 million Senior Notes due June 2030 to a variable interest rate. Of the $ 250 million notional amount, $ 100 million has a term of five-years maturing on June 1, 2026 and $ 150 million has a term of nine years maturing on March 1, 2030. On February 13, 2024, the Company paid $ 9 million to settle the variable interest rate swap with a notional amount of $ 100 million which was originally set to mature on June 1, 2026. This closure of the interest rate swap will result in a loss of $ 8 million being amortized over the remaining life of the Senior Notes due June 2030. Derivative Instruments Not Designated as Hedges The Company enters into derivative instruments with the intent to partially mitigate the foreign exchange revaluation risk associated with recorded assets and liabilities that are denominated in a non-functional currency. The Company primarily uses foreign exchange forward contracts to hedge these risks. The gains and losses on these derivative transactions offset the gains and losses generated by the revaluation of the underlying non-functional currency balances and are recorded in Other expense (income), net in the Consolidated Statements of Operations. Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows. Derivative Instrument Activity The effect of derivative hedging instruments on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income: 122 Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 (in millions) Cost of products sold Interest expense, net Other (income) expense, net Cost of products sold Interest expense, net Other (income) expense, net Cost of products sold Interest expense, net Other (income) expense, net Total amounts of line items presented in the Consolidated Statements of Operations in which the effects of cash flow, net investment or fair value hedges are recorded $ 1,879 $ 81 $ 9 $ 1,795 $ 65 $ 53 $ 1,884 $ 61 $ 2 (Gain) loss on Cash Flow Hedges Foreign exchange forward contracts $ 1 $ — $ — $ ( 3 ) $ — $ — $ 1 $ — $ — Interest rate swaps — 3 — — 3 — — 4 — (Gain) loss on Hedges of Net Investment Cross currency basis swaps $ — $ — $ ( 5 ) $ — $ — $ ( 5 ) $ — $ — $ ( 6 ) Foreign exchange forward contracts — — ( 12 ) — — ( 2 ) — — ( 1 ) (Gain) loss on Fair Value Hedges: Interest rate swaps $ — $ 11 $ — $ — $ 1 $ — $ — $ ( 1 ) $ — Foreign exchange forward contracts — — — — — ( 27 ) — — ( 24 ) (Gain) loss on Derivative Instruments not Designated as Hedges Foreign exchange forward contracts $ — $ — $ 8 $ — $ — $ ( 4 ) $ — $ — $ 9 Amount of Gain or (Loss) Recognized in AOCI Amount of Gain or (Loss) Reclassified from AOCI into Income Year Ended December 31, Consolidated Statements of Operations Location Year Ended December 31, (in millions) 2023 2022 2021 2023 2022 2021 Cash Flow Hedges Foreign exchange forward contracts $ — $ ( 1 ) $ 3 Cost of products sold $ ( 1 ) $ 3 $ ( 3 ) Interest rate swaps — — — Interest expense, net ( 3 ) ( 3 ) ( 4 ) Hedges of Net Investments Cross currency basis swaps $ ( 18 ) $ 30 $ 13 Other expense (income), net $ — $ — $ — Foreign exchange forward contracts ( 29 ) 11 10 Other expense (income), net — — — Fair Value Hedges Interest rate swaps $ — $ — $ — Other expense (income), net $ — $ — $ — Foreign exchange forward contracts 2 ( 2 ) ( 1 ) Interest expense, net — — — 123 Consolidated Balance Sheets Location of Derivative Fair Values The fair value and the location of the Company’s derivatives in the Consolidated Balance Sheets were as follows: Year Ended December 31, 2023 (in millions) Prepaid Expenses and Other Current Assets Other Noncurrent Assets Accrued Liabilities Other Noncurrent Liabilities Designated as Hedges: Foreign exchange forward contracts $ 3 $ — $ 4 $ 47 Interest rate swaps — — 9 19 Cross currency basis swaps 4 4 — — Total $ 7 $ 4 $ 13 $ 66 Not Designated as Hedges: Foreign exchange forward contracts $ 5 $ — $ 5 $ — Total $ 5 $ — $ 5 $ — Year Ended December 31, 2022 (in millions) Prepaid Expenses and Other Current Assets Other Noncurrent Assets Accrued Liabilities Other Noncurrent Liabilities Designated as Hedges: Foreign exchange forward contracts $ 32 $ 3 $ 5 $ 2 Interest rate swaps — — 9 25 Cross currency basis swaps 4 22 — — Total $ 36 $ 25 $ 14 $ 27 Not Designated as Hedges: Foreign exchange forward contracts $ 3 $ — $ 5 $ — Total $ 3 $ — $ 5 $ — 124 Balance Sheet Offsetting Substantially all the Company’s derivative contracts are subject to netting arrangements; whereby the right to offset occurs in the event of default or termination in accordance with the terms of the arrangements with the counterparty. While these contracts contain the enforceable right to offset through netting arrangements with the same counterparty, the Company elects to present them on a gross basis in the Consolidated Balance Sheets. Offsetting of financial assets and liabilities under netting arrangements at December 31, 2023 were as follows: Gross Amounts Not Offset in the Consolidated Balance Sheets (in millions) Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received/Pledged Net Amount Assets Foreign exchange forward contracts $ 8 $ — $ 8 $ ( 5 ) $ — $ 3 Cross currency basis swaps 8 — 8 ( 4 ) — 4 Total assets $ 16 $ — $ 16 $ ( 9 ) $ — $ 7 Liabilities Foreign exchange forward contracts $ 56 $ — $ 56 $ ( 7 ) $ — $ 49 Interest rate swaps 28 — 28 ( 2 ) — 26 Total liabilities $ 84 $ — $ 84 $ ( 9 ) $ — $ 75 Offsetting of financial assets and liabilities under netting arrangements at December 31, 2022 were as follows: Gross Amounts Not Offset in the Consolidated Balance Sheets (in millions) Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received/Pledged Net Amount Assets Foreign exchange forward contracts $ 38 $ — $ 38 $ ( 7 ) $ — $ 31 Cross currency basis swaps 26 — 26 ( 12 ) — 14 Total assets $ 64 $ — $ 64 $ ( 19 ) $ — $ 45 Liabilities Foreign exchange forward contracts $ 12 $ — $ 12 $ ( 10 ) $ — $ 2 Interest rate swaps 34 — 34 ( 9 ) — 25 Total liabilities $ 46 $ — $ 46 $ ( 19 ) $ — $ 27 125 NOTE 20 - FAIR VALUE MEASUREMENT The estimated fair value and carrying value of the Company’s total debt was $ 2,018 million and $ 2,118 million, respectively, at December 31, 2023. At December 31, 2022, the estimated the fair value and carrying value was $ 1,769 million and $ 1,944 million, respectively. The fair value of long-term debt is based on recent trade information in the financial markets of the Company’s public debt or is determined by discounting future cash flows using interest rates available at December 31, 2023 to companies with similar credit ratings for issues with similar terms and maturities. It is considered a Level 2 fair value measurement for disclosure purposes. Assets and liabilities measured at fair value on a recurring basis The Company’s financial assets and liabilities set forth by level within the fair value hierarchy that were accounted for at fair value on a recurring basis were as follows: Year Ended December 31, 2023 (in millions) Total Level 1 Level 2 Level 3 Assets Cross currency interest rate swaps $ 8 $ — $ 8 $ — Foreign exchange forward contracts 8 — 8 — Total assets $ 16 $ — $ 16 $ — Liabilities Interest rate swaps $ 28 $ — $ 28 $ — Foreign exchange forward contracts 56 — 56 — Contingent considerations on acquisitions 4 — — 4 Total liabilities $ 88 $ — $ 84 $ 4 Year Ended December 31, 2022 (in millions) Total Level 1 Level 2 Level 3 Assets Cross currency interest rate swaps $ 26 $ — $ 26 $ — Foreign exchange forward contracts 38 — 38 — Total assets $ 64 $ — $ 64 $ — Liabilities Interest rate swaps $ 34 $ — $ 34 $ — Foreign exchange forward contracts 12 — 12 — Contingent considerations on acquisitions 4 — — 4 Total liabilities $ 50 $ — $ 46 $ 4 Derivative valuations are based on observable inputs to the valuation model including interest rates, foreign currency exchange rates, and credit risks. The Company utilizes interest rates swaps and foreign exchange forward contracts that are considered cash flow hedges. In addition, the Company at times employs certain cross currency interest rate swaps and foreign exchange forward contracts that are considered hedges of net investment in foreign operations. Both types of designated derivative instruments are further discussed in Note 19, Financial Instruments and Derivatives. 126 Assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (level 3) The Company’s Level 3 liabilities at December 31, 2023 are related to earn-out obligations from acquisitions and licensing arrangements. The following table presents a reconciliation of the Company’s Level 3 holdings measured at fair value on a recurring basis using unobservable inputs: (in millions) Level 3 Balance, December 31, 2021 $ 10 Payments ( 6 ) Balance, December 31, 2022 $ 4 Payments — Balance, December 31, 2023 $ 4 There were no additional purchases or transfers of Level 3 financial instruments in 2023 and 2022. 127 NOTE 21 - COMMITMENTS AND CONTINGENCIES Contingencies On June 7, 2018, and August 9, 2018, two putative class action suits were filed, and later consolidated, in the Supreme Court of the State of New York, County of New York claiming that the Company and certain individual defendants, violated U.S. securities laws (the “State Court Action”) by making material misrepresentations and omitting required information in the December 4, 2015 registration statement filed with the SEC in connection with the 2016 merger of Sirona Dental Systems Inc. (“Sirona”) with DENTSPLY International Inc. (the “Merger”). The amended complaint alleges that the defendants failed to disclose, among other things, that a distributor had purchased excessive inventory of legacy Sirona products and that three distributors of the Company’s products had been engaging in anticompetitive conduct. The plaintiffs seek to recover damages on behalf of a class of former Sirona shareholders who exchanged their shares for shares of the Company’s stock in the Merger. On September 26, 2019, the Court granted the Company’s motion to dismiss all claims and a judgment dismissing the case was subsequently entered. On February 4, 2020, the Court denied plaintiffs’ post-judgment motion to vacate or modify the judgment and to grant them leave to amend their complaint. The plaintiffs appealed the dismissal and the denial of the post-judgment motion to the Supreme Court of the State of New York, Appellate Division, First Department, and the Company cross-appealed select rulings in the Court’s decision dismissing the action. The plaintiffs’ appeals and the Company’s cross-appeal were consolidated and argued on January 12, 2021. On February 2, 2021, the Appellate Division issued its decision upholding the dismissal of the State Court Action with prejudice on statute of limitations grounds. The Plaintiffs did not appeal the Appellate Division decision. On December 19, 2018, a related putative class action was filed in the U.S. District Court for the Eastern District of New York against the Company and certain individual defendants. The plaintiff makes similar allegations and asserts the same claims as those asserted in the State Court Action. In addition, the plaintiff alleges that the defendants violated U.S. securities laws by making false and misleading statements in quarterly and annual reports and other public statements between February 20, 2014, and August 7, 2018. The plaintiff asserts claims on behalf of a putative class consisting of (a) all purchasers of the Company’s stock during the period February 20, 2014 through August 7, 2018 and (b) former shareholders of Sirona who exchanged their shares of Sirona stock for shares of the Company’s stock in the Merger. The Company moved to dismiss the amended complaint on August 15, 2019. The plaintiff filed its second amended complaint on January 22, 2021, and the Company filed a motion to dismiss the second amended complaint on March 8, 2021, with briefing on the motion fully submitted on May 21, 2021. The Company’s motion to dismiss was denied in a ruling by the Court on March 29, 2023 and the Company’s answer to the second amended complaint was filed on May 12, 2023. On September 29, 2023, the plaintiff filed a motion for class certification. The Company’s opposition to the plaintiff’s motion for class certification was filed on February 8, 2024, with briefing on the plaintiff’s motion to be fully completed by April 10, 2024. On June 2, 2022, the Company was named as a defendant in a putative class action filed in the U.S. District Court for the Southern District of Ohio captioned City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Casey, Jr. et al., No. 2:22-cv-02371 (S.D. Ohio), and on July 28, 2022, the Company was named as a defendant in a putative class action filed in the U.S. District Court for the Southern District of New York captioned San Antonio Fire and Police Pension Fund v. Dentsply Sirona Inc. et al., No. 1:22-cv-06339 (together, the “Securities Litigation”). The complaints in the Securities Litigation are substantially similar and both allege that, during the period from June 9, 2021 through May 9, 2022, the Company, Mr. Donald M. Casey Jr., the Company’s former Chief Executive Officer, and Mr. Jorge Gomez, the Company’s former Chief Financial Officer, violated U.S. securities laws by, among other things, making materially false and misleading statements or omissions, including regarding the manner in which the Company recognized revenue tied to distributor rebate and incentive programs. On March 27, 2023, the Court in the Southern District of Ohio ordered the transfer of the putative class action to the Southern District of New York (the “Court”). On June 1, 2023, the Court consolidated the two separate actions under case No. 1:22-cv-06339 and appointed the City of Birmingham Retirement and Relief System, the El Paso Firemen & Policemen’s Pension Fund, and the Wayne County Employees’ Retirement System as Lead Plaintiffs for the putative class. Lead Plaintiffs filed an amended class action complaint on July 28, 2023 (the “Amended Complaint”). In addition to asserting the same claims against the Company, Mr. Casey, and Mr. Gomez, the Amended Complaint added the Company’s former Chief Accounting Officer, Mr. Ranjit S. Chadha, as a defendant (collectively, “Defendants”). On October 10, 2023, Defendants filed a motion to dismiss the Amended Complaint. Lead Plaintiffs’ opposition to Defendants’ motion to dismiss was filed on December 8, 2023, and Defendants’ reply was filed on January 8, 2024. The motion to dismiss is still pending. In addition to the Securities Litigation, as previously disclosed, the Company voluntarily contacted the SEC following the Company’s announcement on May 10, 2022, of the Audit and Finance Committee’s internal investigation. The Company continues to cooperate with the SEC regarding this matter. 128 Separately, on July 13, 2023, Dentsply Sirona stockholder George Presura filed a shareholder derivative suit in the Delaware Court of Chancery captioned George Presura, Derivatively on Behalf of Nominal Defendant Dentsply Sirona Inc. v. Donald M. Casey Jr. et al. and Dentsply Sirona, Inc., No. 2023-0708-NAC (the “Derivative Litigation”). The complaint, filed derivatively on behalf of the Company, asserts claims against current and former members of the Company’s Board of Directors and current and former executive officers, including Messrs. Casey and Gomez. The derivative complaint in this case contains allegations similar to those in the Securities Litigation, and it alleges that during the period from June 9, 2021 through July 13, 2023, various of the defendants breached fiduciary duties, committed corporate waste, and misappropriated information to conduct insider trading by making materially false and misleading statements or omissions regarding the Company’s recognition of revenue tied to distributor rebate and incentive programs and distributor inventory levels. On August 4, 2023, the Delaware Court of Chancery stayed the Derivative Litigation until the earlier of a public announcement of a settlement of the Securities Litigation or a resolution of the pending motion to dismiss in the Securities Litigation. On March 21, 2023, Mr. Carlo Gobbetti filed a claim in the Milan Chamber of Arbitration against Dentsply Sirona Italia S.r.l. (“DSI”), Italy, a wholly owned subsidiary of the Company, seeking a total of € 28 million for the alleged failure to pay a portion of the purchase price pursuant to a Share Purchase Agreement, dated October 8, 2012 (the “SPA”), in which Sirona Dental Systems, S.r.l., which at the time of the SPA’s execution was a wholly-owned subsidiary of Sirona Dental Systems, Inc., acquired all of the shares of MHT S.p.A., an Italian corporation, from Mr. Gobbetti, and various other sellers. Sirona Dental Systems S.r.l. merged into Dentsply Italia S.r.l. in 2018 (the surviving entity is now Dentsply Sirona Italia S.r.l.). In connection with the closing of that transaction, SIRONA Dental Systems GmbH paid an amount equal to € 7 million into an escrow account (the “Escrow Account”). The proceeds of the Escrow Account were to be released to Mr. Gobbetti and the other sellers upon the satisfaction of certain conditions, including the delivery by July 2013 of a new prototype of an MHT S.p.A. camera which had to meet certain specifications. Mr. Gobbetti claims that he is entitled to receive the € 7 million outstanding balance of the purchase price under the SPA, plus € 21 million for damages incurred as a consequence of the failure to make the payment. Mr. Gobbetti claims that he has a right to receive the full purchase price under the SPA even if the conditions set out in the SPA to deliver a prototype of the MHT S.p.A. camera by July 2013 were not met. On May 15, 2023, DSI filed its initial statement of defense denying that Mr. Gobbetti and the other sellers were entitled to receive the funds deposited in the Escrow Account and further disputing the allegations. Following the constitution of the arbitral tribunal, hearings were held on September 13, 2023 and January 19, 2024, to illustrate and discuss their respective positions. The Parties were also permitted to further develop their arguments in one additional round of defensive briefs. On January 29, 2024, the Parties filed a statement setting out their final pleadings. The Arbitral Court eventually decided that the procedural issues raised by DSI (jurisdiction, capacity to be sued) will be considered together with the merits and granted the Parties final deadlines to file their respective final briefs (March 29, 2024) and replies (April 15, 2024). The final hearing has been scheduled for May 8, 2024. Except as noted above, no specific amounts of damages have been alleged in these lawsuits. The Company will continue to incur legal fees in connection with these pending cases, including expenses for the reimbursement of legal fees of present and former officers and directors under indemnification obligations. The expense of continuing to defend such litigation may be significant. The Company intends to defend these lawsuits vigorously, but there can be no assurance that the Company will be successful in any defense. If any of the lawsuits are decided adversely, the Company may be liable for significant damages directly or under our indemnification obligations, which could adversely affect our business, results of operations and cash flows. At this stage, the Company is unable to assess whether any material loss or adverse effect is reasonably possible as a result of these lawsuits or estimate the range of any potential loss. 129 The Internal Revenue Service (“IRS”) conducted an examination of the U.S. federal income tax returns for tax years 2012 through 2014. In February 2019, the IRS issued to the Company a “30-day letter” and a Revenue Agent’s Report (“RAR”), relating to the Company’s worthless stock deduction in 2013 in the amount of $ 546 million. The RAR disallows the deduction and, after adjusting the Company’s net operating loss carryforward, asserts that the Company is entitled to a refund of $ 5 million for 2012, has no tax liability for 2013, and owes a deficiency of $ 17 million in tax for 2014, excluding interest. In accordance with ASC 740, the Company recorded the tax benefit associated with the worthless stock deduction in the Company’s 2012 financial statements. In March 2019, the Company submitted a formal protest disputing on multiple grounds the proposed taxes. The Company and its advisors discussed its position with the IRS Independent Office of Appeals (the “Appeals Office”) in October 2020, and in November 2020 submitted a supplemental response to questions raised by the Appeals Office. During the first quarter of 2023, after an extended review by the Appeals Office, the Company received a notice from the IRS, allowing the Company’s worthless stock deduction for tax year 2013. As a result, the Company received a refund of $ 5 million for tax year 2012 with no further adjustments to the 2013 or 2014 tax return. The IRS is conducting an examination of our U.S. federal income tax returns for the tax years 2015 through 2016. The Company received a Notice of Proposed Adjustment in April 2023 and a Revenue Agent Report in January 2024 from the IRS examination team proposing an adjustment related to an internal reorganization completed in 2016 with respect to the integration of certain operations of Sirona Dental Systems, Inc. following its acquisition in 2016. Although the proposed adjustment does not result in any additional federal income tax liability for the internal reorganization, if sustained, the proposed adjustment would result in the Company owing additional federal income taxes on a distribution of $ 451 million related to a stock redemption that occurred after the internal reorganization was completed in 2016. The amount of additional federal income taxes due for 2016 is approximately $ 2 million, excluding interest. The proposed adjustment, if sustained, would also result in a loss of foreign tax credits carried forward to later tax years. We believe that we accurately reported the federal income tax consequences of the internal restructuring and stock redemption in our tax returns and will submit an administrative protest with the IRS Independent Office of Appeals contesting the examination team’s proposed adjustments. We intend to vigorously defend our reported positions and believe that it is more likely than not that our position will be sustained. The Company has not accrued a liability relating to the proposed tax adjustments. However, the outcome of this dispute involves a number of uncertainties, including those relating to the application of the Internal Revenue Code and other federal income tax authorities and judicial precedent. Accordingly, there can be no assurance that the dispute with the IRS will be resolved favorably. The Company intends to vigorously defend its positions and pursue related appeals, where appropriate, in the above-described pending matters. In addition to the matters disclosed above, the Company is, from time to time, subject to a variety of litigation and similar proceedings incidental to its business. These legal matters primarily involve claims for damages arising out of the use of the Company’s products and services and claims relating to intellectual property matters including patent infringement, employment matters, tax matters, commercial disputes, competition and sales and trading practices, personal injury, and insurance coverage. The Company may also become subject to lawsuits because of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, divested businesses. Some of these lawsuits may include claims for punitive, consequential, and compensatory damages. Except as otherwise noted, the Company generally cannot predict the eventual outcomes, the timing of the ultimate resolutions, or the eventual loss, fines or penalties related to these pending matters. Based upon the Company’s experience, current information, and applicable law, it does not believe that these proceedings and claims will have a material adverse effect on its consolidated results of operations, financial position, or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations, or liquidity. While the Company maintains general, product, property, workers’ compensation, automobile, cargo, aviation, crime, fiduciary and directors’ and officers’ liability insurance up to certain limits that cover certain of these claims, this insurance may be insufficient or unavailable to cover such losses. In addition, while the Company believes it is entitled to indemnification from third parties for some of these claims, these rights may also be insufficient or unavailable to cover such losses. 130 Commitments Purchase Commitments The Company has certain non-cancelable future commitments primarily related to long-term supply contracts for key components and raw materials. At December 31, 2023, non-cancelable purchase commitments are as follows: (in millions) 2024 $ 193 2025 77 2026 59 2027 6 2028 — Thereafter — Total $ 335 Off-Balance Sheet Arrangements As of December 31, 2023, we had no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources other than certain items disclosed in the sections above. Indemnification In the normal course of business to facilitate sales of our products and services, we indemnify certain parties: customers, vendors, lessors, and other parties with respect to certain matters, including, but not limited to, services to be provided by us and intellectual property infringement claims made by third parties. In addition, we have indemnification agreements with our directors and our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each agreement. Additionally, we have a limited history of prior indemnification claims and the payments made under such agreements have not had a material effect on our results of operations, cash flows or financial position. Except as noted in the “Contingencies” section herein, as of December 31, 2023, we did not have any material indemnification claims that were probable or reasonably possible. However, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our results of operations or cash flows in a particular period. 131 SCHEDULE II DENTSPLY SIRONA INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, and 2021 Additions Description Balance at Beginning of Period Charged (Credited) To Costs And Expenses Charged to Other Accounts Write-offs Net of Recoveries Translation Adjustment Balance at End of Period (in millions) Allowance for doubtful accounts: For the Year Ended December 31, 2021 $ 18 $ 2 $ ( 3 ) $ ( 2 ) $ ( 2 ) $ 13 2022 13 7 ( 2 ) ( 3 ) ( 1 ) 14 2023 14 6 ( 1 ) ( 3 ) 1 17 Inventory valuation reserve: For the Year Ended December 31, 2021 $ 117 $ 17 $ — $ ( 41 ) $ ( 7 ) $ 86 2022 86 20 — ( 17 ) ( 7 ) 82 2023 82 39 — ( 18 ) 4 107 Deferred tax asset valuation allowance: For the Year Ended December 31, 2021 $ 287 $ ( 10 ) $ — $ ( 3 ) $ ( 7 ) $ 267 2022 (a) 267 3 382 ( 1 ) ( 6 ) 645 2023 645 279 4 ( 70 ) 5 863 (a) The increase charged to other accounts represents an increase in deferred tax assets related to the re-establishment of Luxembourg net operating loss carryforwards for which a corresponding increase to the valuation allowance was also recorded, with no net impact to tax expense. 132 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.