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, 2024, 2023, and 2022 69 Consolidated Statements of Comprehensive Loss - Years ended December 31, 2024, 2023, and 2022 70 Consolidated Balance Sheets - December 31, 2024 and 2023 71 Consolidated Statements of Changes in Equity - Years ended December 31, 2024, 2023, and 2022 72 Consolidated Statements of Cash Flows - Years ended December 31, 2024, 2023, and 2022 73 Note 1 - Significant Accounting Policies 74 Note 2 - Revenue Recognition 83 Note 3 - Stock Compensation 85 Note 4 - Loss Per Common Share 88 Note 5 - Comprehensive Loss 89 Note 6 - Segment and Geographic Information 91 Note 7 - Other (Income) Expense, Net 97 Note 8 - Inventories, Net 98 Note 9 - Property, Plant and Equipment, Net 99 Note 10 - Leases 100 Note 11 - Goodwill and Intangible Assets 102 Note 12 - Prepaid Expenses and Other Current Assets 106 Note 13 - Accrued Liabilities 107 Note 14 - Financing Arrangements 108 Note 15 - Equity 110 Note 16 - Income Taxes 112 Note 17 - Benefit Plans 115 Note 18 - Restructuring and Other Costs 121 Note 19 - Financial Instruments and Derivatives 124 Note 20 - Fair Value Measurement 131 Note 21 - Commitments and Contingencies 133 2. Financial Statement Schedule for the Years Ended December 31, 2024, 2023, and 2022. 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, 2024, 2023, and 2022 . 137 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, 2024. 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, 2024, 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, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein. /s/ Simon D. Campion Simon D. Campion President and Chief Executive Officer February 27, 2025 63 Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of DENTSPLY SIRONA Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of DENTSPLY SIRONA Inc. and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for the year ended December 31, 2024, and the related notes and financial statement schedule listed in the index appearing under Item 8 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill — Implant and Prosthetic Solutions and Orthodontic Aligner Solutions Reporting Units — Refer to Note 11 to the financial statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company used the discounted cash flow model to estimate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to discount rates and forecasts of future revenues and operating margins. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both. The goodwill balance for the Orthodontic and Implant Solutions segment is comprised of the Implant & Prosthetic Solutions (IPS) and Orthodontic Aligner Solutions (OAS) reporting units. As of the annual goodwill impairment assessment date (April 1, 2024), the fair values of the IPS and OAS reporting units exceeded their carrying values and, therefore, no impairment was recognized. 64 Subsequent to the annual impairment assessment date, management identified indicators of “more likely than not” impairments related to its IPS and OAS reporting units. As a result of the interim tests, management recorded goodwill impairment charges for the year ended December 31, 2024 related to the OAS and IPS reporting units. We identified the Company’s impairment evaluations of goodwill at IPS and OAS to be a critical audit matter because of the significant judgments made by management to estimate the fair values of IPS and OAS and the sensitivity of IPS’s and OAS’s future revenues and operating margins to changes in demand. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues and operating margins, and the selection of discount rates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasts of future revenues and operating margins (“forecasts”), and the selection of discount rates for the IPS and OAS reporting units included the following, among others: • We tested the design and operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the evaluation of possible triggering events that might have occurred throughout the year and the determination of the fair values of IPS and OAS, such as controls related to management’s forecasts and selection of discount rates. • We evaluated the reasonableness of management’s forecasts through consideration of (1) current and past performance of the reporting units, (2) consistency with external peer and industry data, (3) the impact of changes in the regulatory environment on the reporting units, and (4) consistency with management’s growth strategy and evidence obtained in other areas of the audit. • With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management. Indefinite-lived Intangible Assets – Orthodontic and Implant Solutions and Connected Technology Solutions Segments — Refer to Note 11 to the financial statements Critical Audit Matter Description The Company’s evaluation of indefinite-lived assets for impairment involves the comparison of the fair value of each asset to its carrying value. The Company uses a relief-from-royalty methodology to estimate the fair value of its indefinite-lived trade names and trademarks, which requires management to make significant estimates and assumptions related to the discount rate, royalty rate, and forecasts of future revenues. Changes in these assumptions could have a significant impact on either the fair value, the amount of any intangible asset impairment charge, or both. Management conducted an impairment test as of the annual impairment assessment date (April 1, 2024), and also conducts an impairment test whenever events or circumstances suggest that the carrying amount of the assets may not be recoverable. During the year ended December 31, 2024, management identified indicators of a “more likely than not” impairment of certain of its indefinite-lived trade names and trademarks within its Connected Technology Solutions (CTS) segment and within the IPS reporting unit of the Orthodontic and Implant Solutions (OIS) segment. As a result of performing impairment tests, management recorded impairment charges related to indefinite-lived intangible assets within its CTS and OIS segments. We identified the Company’s impairment evaluation of indefinite-lived intangibles related to the CTS segment and the IPS reporting unit of the OIS segment to be a critical audit matter because of the significant judgments made by management to estimate the fair value of trade names and trademarks. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues, and the selection of discount and royalty rates. How the Critical Audit Matter Was Addressed in the Audit 65 Our audit procedures related to the forecasts of future revenues and the selection of discount and royalty rates for the trade names and trademarks within the CTS segment and the IPS reporting unit of the OIS segment included the following, among others: • We tested the design and operating effectiveness of controls over management’s indefinite-lived asset impairment evaluation, including those over the evaluation of possible triggering events occurring throughout the year and the determination of the fair value of trade names and trademarks, such as controls related to management’s revenue forecasts and selection of the discount and royalty rates. • We evaluated the reasonableness of management’s revenue forecasts through consideration of (1) current and past performance, (2) consistency with external peer and industry data, (3) the impact of changes in the regulatory environment, and (4) consistency with management’s growth strategy and evidence obtained in other areas of the audit. • With the assistance of our fair value specialists, we evaluated discount and royalty rates, including testing the underlying source information and mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount and royalty rates selected by management. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 27, 2025 We have served as the Company’s auditor since 2024. 66 Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of DENTSPLY SIRONA Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of DENTSPLY SIRONA Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 27, 2025 We have served as the Company’s auditor since 2024. 67 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 consolidated balance sheet of Dentsply Sirona Inc. and its subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, of comprehensive loss, of changes in equity and of cash flows for each of the two years in the period ended December 31, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2023 listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinions These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements 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 of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Charlotte, North Carolina February 29, 2024, except for the change in the manner in which the Company accounts for segments discussed in Note 1 to the consolidated financial statements, as to which the date is February 27, 2025 We served as the Company’s auditor from 2000 to 2024. 68 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) Year Ended December 31, 2024 2023 2022 Net sales $ 3,793 $ 3,965 $ 3,922 Cost of products sold 1,835 1,879 1,795 Gross profit 1,958 2,086 2,127 Selling, general, and administrative expenses 1,605 1,613 1,589 Research and development expenses 165 184 174 Goodwill and intangible asset impairments 1,014 307 1,287 Restructuring costs 53 67 14 Operating loss ( 879 ) ( 85 ) ( 937 ) Other income and expenses: Interest expense, net 69 81 65 Other (income) expense, net ( 12 ) 9 53 Loss before income taxes ( 936 ) ( 175 ) ( 1,055 ) Benefit from income taxes ( 26 ) ( 43 ) ( 105 ) Net loss ( 910 ) ( 132 ) ( 950 ) Less: Net income attributable to noncontrolling interests — — — Net loss attributable to Dentsply Sirona $ ( 910 ) $ ( 132 ) $ ( 950 ) Net (loss) income per common share attributable to Dentsply Sirona: Basic $ ( 4.48 ) $ ( 0.62 ) $ ( 4.41 ) Diluted $ ( 4.48 ) $ ( 0.62 ) $ ( 4.41 ) Weighted average common shares outstanding: Basic 203.2 212.0 215.5 Diluted 203.2 212.0 215.5 The accompanying notes are an integral part of these consolidated financial statements. 69 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in millions) Year Ended December 31, 2024 2023 2022 Net loss $ ( 910 ) $ ( 132 ) $ ( 950 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments ( 146 ) 49 ( 156 ) Net gain (loss) on derivative financial instruments 40 ( 30 ) 29 Pension liability adjustments 12 ( 27 ) 91 Total other comprehensive loss ( 94 ) ( 8 ) ( 36 ) Total comprehensive loss ( 1,004 ) ( 140 ) ( 986 ) Less: Comprehensive (loss) income attributable to noncontrolling interests — — — Total comprehensive loss attributable to Dentsply Sirona $ ( 1,004 ) $ ( 140 ) $ ( 986 ) The accompanying notes are an integral part of these consolidated financial statements. 70 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except per share amounts) December 31, 2024 2023 Assets Current Assets: Cash and cash equivalents $ 272 $ 334 Accounts and notes receivable-trade, net 556 695 Inventories, net 564 624 Prepaid expenses and other current assets 354 320 Total Current Assets 1,746 1,973 Property, plant and equipment, net 766 800 Operating lease right-of-use assets, net 136 178 Identifiable intangible assets, net 1,207 1,705 Goodwill, net 1,597 2,438 Other noncurrent assets 301 276 Total Assets $ 5,753 $ 7,370 Liabilities and Equity Current Liabilities: Accounts payable $ 241 $ 305 Accrued liabilities 754 749 Income taxes payable 45 49 Notes payable and current portion of long-term debt 549 322 Total Current Liabilities 1,589 1,425 Long-term debt 1,586 1,796 Operating lease liabilities 91 125 Deferred income taxes 129 228 Other noncurrent liabilities 415 502 Total Liabilities 3,810 4,076 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, 2024 and 2023 264.5 million shares issued at December 31, 2024 and 2023 198.8 million and 207.2 million shares outstanding at December 31, 2024 and 2023, respectively Capital in excess of par value 6,640 6,643 (Accumulated deficit) retained earnings ( 835 ) 205 Accumulated other comprehensive loss ( 730 ) ( 636 ) Treasury stock, at cost, 65.7 million and 57.3 million shares at December 31, 2024 and 2023, respectively ( 3,136 ) ( 2,922 ) Total Dentsply Sirona Equity 1,942 3,293 Noncontrolling interests 1 1 Total Equity 1,943 3,294 Total Liabilities and Equity $ 5,753 $ 7,370 The accompanying notes are an integral part of these consolidated financial statements. 71 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 (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Dentsply Sirona Equity Noncontrolling Interests Total Equity 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 Net loss — — ( 910 ) — — ( 910 ) — ( 910 ) Other comprehensive loss — — — ( 94 ) — ( 94 ) — ( 94 ) Stock-based compensation expense — 39 — — — 39 — 39 Funding of employee stock purchase plan — ( 2 ) — — 8 6 — 6 Treasury shares purchased — — — — ( 252 ) ( 252 ) — ( 252 ) Restricted stock unit distributions — ( 42 ) — — 30 ( 12 ) — ( 12 ) Restricted stock unit dividends — 2 ( 2 ) — — — — — Cash dividends declared ($ 0.64 per share) — — ( 128 ) — — ( 128 ) — ( 128 ) Balance at December 31, 2024 $ 3 $ 6,640 $ ( 835 ) $ ( 730 ) $ ( 3,136 ) $ 1,942 $ 1 $ 1,943 The accompanying notes are an integral part of these consolidated financial statements. 72 DENTSPLY SIRONA INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 910 ) $ ( 132 ) $ ( 950 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 133 132 119 Amortization of intangible assets 216 211 209 Goodwill impairment 773 291 1,187 Intangible asset impairment 241 16 100 Deferred income taxes ( 136 ) ( 130 ) ( 228 ) Stock-based compensation expense 39 46 59 Equity in earnings from unconsolidated affiliates — 4 36 Other non-cash (income) expense ( 9 ) ( 2 ) 60 Loss (gain) on disposal of property, plant and equipment 19 ( 3 ) 3 Changes in operating assets and liabilities: Accounts and notes receivable-trade, net 104 ( 58 ) 85 Inventories, net 17 6 ( 141 ) Prepaid expenses and other current assets 38 ( 58 ) ( 33 ) Other noncurrent assets ( 5 ) 4 1 Accounts payable ( 30 ) 14 30 Accrued liabilities ( 39 ) 17 ( 6 ) Income taxes 38 ( 11 ) ( 15 ) Other noncurrent liabilities ( 28 ) 30 1 Net cash provided by operating activities 461 377 517 Cash flows from investing activities: Cash received on sale of non-strategic businesses or product lines — 13 — Capital expenditures ( 180 ) ( 149 ) ( 149 ) Cash received on derivative contracts 1 39 13 Cash paid on derivative contracts ( 12 ) — — Other investing activities, net ( 6 ) 8 ( 2 ) Net cash used in investing activities ( 197 ) ( 89 ) ( 138 ) Cash flows from financing activities: Proceeds from long-term borrowings 1 — 6 Repayments on long-term borrowings ( 88 ) ( 7 ) ( 2 ) Net borrowings on short-term borrowings 177 126 ( 64 ) Cash paid for treasury stock ( 250 ) ( 300 ) ( 150 ) Cash dividends paid ( 126 ) ( 116 ) ( 104 ) Other financing activities, net ( 16 ) ( 10 ) ( 15 ) Net cash used in financing activities ( 302 ) ( 307 ) ( 329 ) Effect of exchange rate changes on cash and cash equivalents ( 24 ) ( 12 ) ( 24 ) Net (decrease) increase in cash and cash equivalents ( 62 ) ( 31 ) 26 Cash and cash equivalents at beginning of period 334 365 339 Cash and cash equivalents at end of period $ 272 $ 334 $ 365 Supplemental disclosures of cash flow information: Interest paid, net of amounts capitalized $ 91 $ 97 $ 70 Income taxes paid, net of refunds 74 177 122 Non-cash investing activities: Change in accounts payable related to capital expenditures $ 8 $ 6 $ ( 6 ) The accompanying notes are an integral part of these consolidated financial statements. 73 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 diversified manufacturer of dental products and technologies, with a 138 -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 approximately 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 (“US 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, 2024 includes $ 39 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. 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 United States. 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 Recognition, for additional information on Accounts Receivable. 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. 74 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 US 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, 2024 and the interim impairment assessments performed in the third and fourth quarters of 2024, is provided in Note 11, Goodwill and Intangible Assets. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets consist primarily of trade names 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 intangible 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 US 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, 2024 and the interim impairment assessments performed in the first, third, and fourth quarters of 2024, is provided in Note 11, Goodwill and Intangible Assets. Definite-Lived Intangible Assets Definite-lived intangible assets primarily consist of patents, trade names, trademarks, licensing agreements, developed technology, and customer relationships. The valuation of definite-lived intangible 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 Trade names and trademarks Up to 20 years Licensing agreements Up to 20 years Customer relationships Up to 15 years Developed technology Up to 15 years When the expected useful life of an intangible is not known, the Company will estimate its useful life based on similar assets 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 flow valuation. If impaired, the resulting charge reflects the excess of the asset’s carrying cost over its fair value. 75 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 2 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 exposure 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. 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 US GAAP. See Note 19, Financial Instruments for additional information. 76 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. See Note 17, Benefit Plans for additional information. 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 consider 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. For additional information on ongoing litigation see Note 21, Commitments and Contingencies. 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, 2024, the Company had a translation loss of $ 192 million and a gain on its loans designated as hedges of net investments of $ 46 million. 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. 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 (income) expense, net in the Consolidated Statements of Operations. During the years ended December 31, 2024, 2023, and 2022, the Company had a net foreign currency gain of $ 21 million, gain of $ 3 million, and loss of $ 6 million, respectively. 77 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 the Company’s 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 the Company’s 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 prices based on its database of pricing and discounting practices from among the Company’s varied geographic sales locations and for specific products or services when sold separately, and the Company 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, product returns, and certain extended warranty arrangements. 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 when customers obtain the use of, and substantially all of the benefit of, the products. The Company recognizes revenue from support and maintenance contracts, extended warranties, and certain other 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 defers 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. For certain locations, the Company offers a loyalty points program to customers. A portion of the revenue generated in a sale is allocated to the loyalty points earned and is deferred until the loyalty points are redeemed or expire. 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. 78 See Note 2, Revenue Recognition for additional information. 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) 2024 2023 2022 Warranty Expense $ 32 $ 48 $ 27 Warranty Accrual 21 24 22 Selling, General and Administrative Expenses SG&A represents indirect costs associated with generating revenues and managing the operations 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 overhead expenses, 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 that are 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-Based 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. Stock options granted become exercisable as determined by the grant agreement and expire ten years after the date of grant under the Company’s stock-based compensation plans. Restricted Stock Units (“RSUs”) 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 RSUs are subject to performance requirements that can vary between the first year and the final year of the RSU award. For a given RSU award which is subject to performance requirements, the number of shares which vest may be adjusted upward or downward from the target amount to reflect the achievement level. Upon the expiration of the applicable restricted period and the satisfaction of any applicable performance conditions imposed, the restrictions on RSUs will lapse, and shares of common stock will be issued for each vested RSU. Upon death, disability or qualified retirement, awards continue to vest per the remaining grant term and are pro-rated if the grant date is less than twelve months from the date of separation. 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. 79 Income Taxes The Company’s income tax expense or benefit includes U.S. and international income taxes plus the provision for U.S. income taxes on undistributed earnings of international subsidiaries not considered to be permanently reinvested. Tax credits and other incentives reduce income 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 to be sustained upon examination by taxing authorities based on the technical merits of the position. The Company’s tax positions are subject to ongoing examinations by 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 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 the technical merits of a given tax position. Earnings Per Share Basic earnings per share are calculated by dividing net earnings attributable to the Company’s stockholders 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 stockholders 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. 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 (income) expense. 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 (income) expense, 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 loss for the year ended December 31, 2024 was no t significant. The Company’s equity-method net losses for the years ended December 31, 2023 and 2022 were $ 4 million and $ 36 million, respectively. Loss from equity method investments for the year ended December 31, 2022 includes $ 36 million recorded in Other (income) expense, 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 loss and comprehensive loss attributed to the Company and NCI separately in the Consolidated Statements of Operations, and in the Consolidated Statements of Comprehensive Income. 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 observable pricing 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 observable pricing 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 observable pricing. Observable pricing 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. See Note 20, Fair Value Measurement for additional information. 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 November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires disclosure of information about significant expenses in a public company’s reportable segment results on both an interim and annual basis. Public companies 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 was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted this accounting standard, and the related disclosures are included in Note 6, Segment and Geographic Information in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K. Accounting Pronouncements Not Yet Adopted 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 income tax rate reconciliation and income taxes paid on an annual basis. The amendments are intended to enhance the transparency and decision-usefulness of income tax disclosures and are effective as of January 1, 2025. Early adoption is permitted and should be applied prospectively. The Company expects this ASU to only impact the Company’s disclosures with no impacts to results of operations, financial position, or cash flows. In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”). In January 2025, the FASB issued ASU No. 2025-01 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40),” which clarified the effective date for ASU No. 2024-03. These amendments are intended to provide more information about types of expenses in commonly presented expense captions. The amendments in this update are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments,” which amends ASC 470-202 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments in this update are effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods, and early adoption is permitted if the entity has also adopted ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” for that period. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures. 82 NOTE 2 - REVENUE RECOGNITION Revenues are derived primarily from the sale of dental equipment and dental and healthcare consumable 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) 2024 2023 2022 Equipment & Instruments $ 553 $ 628 $ 678 CAD/CAM 509 541 541 Connected Technology Solutions $ 1,062 $ 1,169 $ 1,219 Essential Dental Solutions $ 1,454 $ 1,468 $ 1,427 Orthodontics $ 299 $ 339 $ 297 Implants & Prosthetics 674 701 709 Orthodontic and Implant Solutions $ 973 $ 1,040 $ 1,006 Wellspect Healthcare $ 304 $ 288 $ 270 Total net sales $ 3,793 $ 3,965 $ 3,922 Net sales disaggregated by geographic region were as follows: Year Ended December 31, (in millions) 2024 2023 2022 United States $ 1,348 $ 1,437 $ 1,392 Europe 1,518 1,550 1,559 Rest of World 927 978 971 Total net sales $ 3,793 $ 3,965 $ 3,922 Contract Assets and Liabilities The Company does not typically 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 orthodontic treatments where the performance obligation has not yet been satisfied, and deferred revenue associated with loyalty points earned but not yet redeemed by customers under the Company’s loyalty point program. The Company had deferred revenue of $ 95 million and $ 49 million presented in Accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets at December 31, 2024. The Company recorded deferred revenue of $ 91 million and $ 57 million presented in Accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets at December 31, 2023. The Company recognized $ 79 million of revenue for the year ended December 31, 2024 which was previously deferred as of December 31, 2023. The amount recognized in the year ended December 31, 2024 includes a $ 9 million reduction in revenue for a refund reserve related to the realignment of the Byte aligner business as described in Note 18, Restructuring and Other Costs. The Company recognized $ 68 million of revenue for the year ended December 31, 2023 which was previously deferred as of December 31, 2022. The Company expects to recognize most of the remaining deferred revenue in net sales 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 $ 14 million and $ 17 million at December 31, 2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, changes to the allowance for doubtful accounts, including write-offs of accounts receivable that were previously reserved, were not significant. Changes to the allowance for doubtful accounts are presented in Selling, general, and administrative expenses in the Consolidated Statements of Operations. 84 NOTE 3 - STOCK COMPENSATION The Company maintains the 2024 Omnibus Incentive Plan (the “Plan”), which was approved by the Company’s stockholders on May 22, 2024 (the “Effective Date”). The Company’s stockholders previously approved the 2016 Omnibus Incentive Plan (the “Prior Plan”). After the Effective Date, no new awards may be granted under the Prior Plan, although awards granted under the Prior Plan prior to the Effective Date remain outstanding and remain subject to the terms and conditions of, and continue to be governed by, the Prior Plan. Under the Plan, the Company may grant stock options, share appreciation rights, restricted shares, restricted share units, share bonuses, other share-based awards, or cash awards, collectively referred to as “Awards.” The Company’s non-qualified stock options (“NQSOs”) are granted at exercise prices that are at least equal to the closing stock price on the date of grant. Under the Plan, 14.5 million shares are initially available for Awards, less (i) one share for every one share that was subject to an option or share appreciation right granted after March 26, 2024 under the Prior Plan and (ii) 2.7 shares for every one share that was subject to an award other than an option or share appreciation right granted after March 26, 2024 under the Prior Plan (such adjusted amount, the “Share Pool”). Under the Plan, any shares that are subject to options or share appreciation rights shall be counted against the Share Pool as one share for every one share granted, and any shares that are subject to awards other than options or share appreciation rights shall be counted against the Share Pool as 2.7 shares for every one share granted. Shares granted under either the Plan or the Prior Plan which are cancelled or forfeited are added back to the count of shares available for Awards. The number of shares available for grant under the Plan at December 31, 2024 is 16 million. The amounts of stock-based compensation expense recorded in the Company’s Consolidated Statements of Operations were as follows: Year Ended December 31, (in millions) 2024 2023 2022 Cost of products sold $ 3 $ 4 $ 3 Selling, general, and administrative expense 35 36 53 Research and development expense 2 4 3 Restructuring and other costs ( 1 ) 2 — Total stock-based compensation expense $ 39 $ 46 $ 59 Related deferred income tax benefit $ 7 $ 8 $ 7 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, 2024 2023 2022 Weighted average fair value per NQSO $ 9.91 $ 12.64 $ 14.06 Expected dividend yield 1.92 % 1.45 % 1.09 % Risk-free interest rate 4.28 % 4.27 % 2.23 % Expected volatility 35.7 % 35.8 % 32.7 % Expected life (years) 4.26 4.76 5.20 The total intrinsic value of NQSOs exercised for the years ended December 31, 2024 and 2023 was insignificant. The total intrinsic value of options exercised for the year ended December 31, 2022 was $ 1 million. 85 The NQSO transactions for the year ended December 31, 2024 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, 2023 2.6 $ 48.11 $ 1 1.6 $ 52.55 $ — 1.0 $ 41.41 $ 1 Granted 0.4 33.28 Exercised — 30.60 Cancelled ( 0.6 ) 52.12 Forfeited ( 0.2 ) 36.63 December 31, 2024 2.2 $ 45.37 $ — 1.4 $ 50.27 $ — 0.8 $ 37.06 $ — There were 1 million NQSOs unvested at December 31, 2024. The remaining unamortized compensation cost related to NQSOs is $ 6 million, which will be expensed over the weighted average remaining vesting period of the options, which is 1.5 years. The weighted average remaining contractual term of all outstanding options, exercisable options, and options expected to vest are 5.2 years, 3.9 years and 7.4 years, respectively. Information about NQSOs outstanding as of December 31, 2024 is provided below: Outstanding Exercisable Number Outstanding at December 31, 2024 Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable at December 31, 2024 Weighted Average Exercise Price Range of Exercise Prices (in millions, except per share amounts and life) 20.01 - 30.00 1.0 6.80 $ 35.97 0.3 $ 36.47 30.01 - 40.00 0.4 4.20 47.70 0.4 47.86 40.01 - 50.00 0.6 4.10 55.07 0.5 55.26 50.01 - 60.00 0.2 1.90 62.43 0.2 62.43 2.2 1.4 The unvested RSUs for the year ended December 31, 2024 were as follows: Unvested Restricted Stock Units Shares Weighted Average Grant Date Fair Value (in millions, except per share amounts) Unvested at December 31, 2023 3.6 $ 42.95 Granted 2.4 32.10 Vested ( 1.1 ) 39.48 Forfeited ( 1.0 ) 39.35 Unvested at December 31, 2024 3.9 $ 37.11 The weighted average grant date fair value of RSUs granted for the years ended December 31, 2023 and 2022 were $ 42.95 and $ 39.73 , respectively. The unamortized compensation cost related to RSUs is $ 41 million, which will be expensed over the remaining weighted average restricted period of the RSUs, which is 1.7 years. 86 The total fair value of shares vested for the years ended December 31, 2024, 2023 and 2022 was $ 46 million, $ 42 million and $ 49 million, respectively. 87 NOTE 4 - LOSS PER COMMON SHARE The computations of basic and diluted loss per common share were as follows: Basic Loss Per Common Share Year Ended December 31, (in millions, except per share amounts) 2024 2023 2022 Net loss attributable to Dentsply Sirona $ ( 910 ) $ ( 132 ) $ ( 950 ) Weighted average common shares outstanding 203.2 212.0 215.5 Basic loss per common share $ ( 4.48 ) $ ( 0.62 ) $ ( 4.41 ) Diluted Loss Per Common Share Year Ended December 31, (in millions, except per share amounts) 2024 2023 2022 Net loss attributable to Dentsply Sirona $ ( 910 ) $ ( 132 ) $ ( 950 ) Weighted average common shares outstanding 203.2 212.0 215.5 Incremental weighted average shares from assumed exercise of dilutive options from stock-based compensation awards — — — Total weighted average diluted shares outstanding 203.2 212.0 215.5 Diluted loss per common share $ ( 4.48 ) $ ( 0.62 ) $ ( 4.41 ) Weighted average shares excluded from diluted common shares outstanding due to reported net loss 0.6 1.1 0.5 Weighted average shares excluded from diluted common shares outstanding due to antidilutive nature 3.7 3.0 3.6 88 NOTE 5 - COMPREHENSIVE LOSS Accumulated Other Comprehensive 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, 2024, 2023 and 2022, these tax adjustments were $ 118 million, $ 166 million and $ 100 million, respectively, primarily related to foreign currency translation adjustments. The cumulative foreign currency translation adjustments included translation losses of $ 552 million and $ 360 million at December 31, 2024 and 2023, respectively, and included losses of $ 67 million and $ 113 million, at December 31, 2024 and 2023, respectively, on loans designated as hedges of net investments. Changes in AOCI, net of tax, by component for the years ended December 31, 2024 and 2023 were as follows: (in millions) Foreign Currency Translation Loss (Loss) Gain on Cash Flow Hedges (Loss) Gain on Net Investment and Fair Value Hedges Pension Liability (Loss) Gain Total Balance, net of tax, at December 31, 2023 $ ( 473 ) $ ( 13 ) $ ( 107 ) $ ( 43 ) $ ( 636 ) Other comprehensive (loss) income before reclassifications and tax impact ( 113 ) — 48 15 ( 50 ) Tax benefit ( 33 ) — ( 11 ) ( 4 ) ( 48 ) Other comprehensive (loss) income, net of tax, before reclassifications $ ( 146 ) $ — $ 37 $ 11 $ ( 98 ) Amounts reclassified from accumulated other comprehensive income, net of tax — 3 — 1 4 Net (decrease) increase in other comprehensive income ( 146 ) 3 37 12 ( 94 ) Balance, net of tax, at December 31, 2024 $ ( 619 ) $ ( 10 ) $ ( 70 ) $ ( 31 ) $ ( 730 ) (in millions) Foreign Currency Translation (Loss) Gain (Loss) Gain on Cash Flow Hedges (Loss) Gain on Net Investment and Fair Value Hedges Pension Liability (Loss) Gain Total Balance, net of tax, at December 31, 2022 $ ( 522 ) $ ( 17 ) $ ( 73 ) $ ( 16 ) $ ( 628 ) Other comprehensive (loss) income before reclassifications and tax impact 2 — ( 45 ) ( 34 ) ( 77 ) Tax expense 47 — 11 8 66 Other comprehensive (loss) income, net of tax, before reclassifications $ 49 $ — $ ( 34 ) $ ( 26 ) $ ( 11 ) Amounts reclassified from accumulated other comprehensive income, net of tax — 4 — ( 1 ) 3 Net (decrease) increase in other comprehensive income 49 4 ( 34 ) ( 27 ) ( 8 ) Balance, net of tax, at December 31, 2023 $ ( 473 ) $ ( 13 ) $ ( 107 ) $ ( 43 ) $ ( 636 ) 89 Reclassification out of AOCI to the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 were as follows: Amounts Reclassified from AOCI Affected Line Item in the Consolidated Statements of Operations Year Ended December 31, (in millions) 2024 2023 2022 (Loss) Gain on derivative financial instruments: Interest rate swaps $ ( 3 ) $ ( 3 ) $ ( 3 ) Interest expense, net Foreign exchange forward contracts — ( 1 ) 3 Cost of products sold Net loss before tax $ ( 3 ) $ ( 4 ) $ — Tax impact — — — Benefit from income taxes Net loss after tax $ ( 3 ) $ ( 4 ) $ — 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 ) (a) Net income (loss) before tax $ 1 $ 1 $ ( 7 ) Tax impact — — 2 Benefit from income taxes Net income (loss) after tax $ 1 $ 1 $ ( 5 ) Total reclassifications for the period $ ( 2 ) $ ( 3 ) $ ( 5 ) (a) These AOCI components are included in the computation of net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022, respectively. 90 NOTE 6 - SEGMENT AND GEOGRAPHIC INFORMATION The Company has four operating segments, organized primarily by product, which are also the Company’s reportable segments. These are (i) Connected Technology Solutions, (ii) Essential Dental Solutions, (iii) Orthodontic and Implant Solutions, and (iv) Wellspect Healthcare. 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 medical device industry. These operating segments, which also form the Company’s reportable segments, are identified in accordance with how the Company’s chief operating decision maker (“CODM”) regularly reviews financial results and uses this information to evaluate the Company’s performance and allocate resources. The Company’s CODM is the Chief Executive Officer. The CODM assesses 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 unallocated corporate costs, interest expense, net, other (income) expense, net, goodwill and intangible asset impairments, restructuring and other costs, amortization of intangible assets, other acquisition costs, and depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations. Asset and other balance sheet information is not reported to the CODM. The CODM uses both net sales and segment adjusted operating income for each segment during development of the annual operating plan and the regular forecasting process. Additionally, the CODM considers budget-to-actual variances for these measures on a quarterly basis as well as segment-specific forecasting when making decisions about the allocation of operating and capital resources to each segment. 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 professionals 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, which 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 by dental professionals 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. 91 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, a clear aligner solution provided through clinician offices, and Byte, a direct-to-consumer clear aligner solution. The Orthodontics product category includes a High Frequency Vibration technology device known as VPro, as well as the SureSmile Simulator which uses intraoral scanners and our DS Core platform to create a 3D visualization of patient outcomes and SureSmile aligner solutions, which include whitening kits and retainers. The aligner offerings also include software technology that enables aligner treatment planning and the seamless connectivity of a digital workflow from diagnostics through treatment delivery. Byte operations were significantly reduced after October 24, 2024 and limited to supporting patients already undergoing treatment, following a decision to voluntarily suspend sales and marketing of Byte aligners and impression kits. In January 2025, the Company subsequently announced it will no longer offer the Byte direct-to-consumer clear aligner solution and has decided to leverage technologies developed by Byte elsewhere in the aligners portfolio to create orthodontic demand, support a digital clinical workflow, enhance the customer experience, and improve patient monitoring. 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. Wellspect Healthcare is a leading global provider of innovative medical devices that help people suffering from urinary retention or chronic constipation. Wellspect is one of the world’s leading manufacturers of intermittent urinary catheters, with LoFric as the most known brand. To help those with chronic or severe constipation, Wellspect also offers an advanced irrigation system, Navina, which combines a high degree of user convenience, clinical effectiveness and connectivity into one smart system. The Company’s segment financial information was as follows: 92 Year Ended December 31, 2024 (in millions) Connected Technology Solutions Essential Dental Solutions Orthodontic and Implant Solutions Wellspect Healthcare Total Net sales 1,062 1,454 973 304 3,793 Adjusted cost of products sold (a) 602 565 407 117 Adjusted selling expenses (b) 242 313 301 52 Adjusted G&A expenses (b) 74 74 133 27 Adjusted R&D expenses (c) 74 23 52 10 Segment adjusted operating income 70 479 80 98 727 Reconciling items (income) expense: Unallocated corporate costs (d) 320 Interest expense, net 69 Other (income) expense, net ( 12 ) Goodwill and intangible asset impairments 1,014 Restructuring and other costs 53 Amortization of intangibles 216 Depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations 3 Loss before income taxes ( 936 ) (a) Adjusted cost of products sold represents expenses adjusted to exclude intangible amortization expense, step-up depreciation expense, and other restructuring costs. (b) Adjusted selling and adjusted G&A expenses represent expenses adjusted to exclude intangible amortization expense, other acquisition costs, step-up depreciation expense, and other restructuring costs. (c) Adjusted R&D expenses represent expenses adjusted to exclude other restructuring costs. (d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, unallocated professional service fees, and other operating costs which are not assigned to a specific segment. 93 Year Ended December 31, 2023 (in millions) Connected Technology Solutions Essential Dental Solutions Orthodontic and Implant Solutions Wellspect Healthcare Total Net sales 1,169 1,468 1,040 288 3,965 Adjusted cost of products sold (a) 645 560 402 114 Adjusted selling expenses (b) 264 313 305 51 Adjusted G&A expenses (b) 77 94 119 25 Adjusted R&D expenses (c) 82 23 58 11 Segment adjusted operating income 101 478 156 87 822 Reconciling items (income) expense: Unallocated corporate costs (d) 319 Interest expense, net 81 Other (income) expense, net 9 Goodwill and intangible asset impairments 307 Restructuring and other costs 67 Amortization of intangibles 211 Depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations 3 Loss before income taxes ( 175 ) (a) Adjusted cost of products sold represents expenses adjusted to exclude intangible amortization expense, step-up depreciation expense, and other restructuring costs. (b) Adjusted selling and adjusted G&A expenses represent expenses adjusted to exclude intangible amortization expense, other acquisition costs, step-up depreciation expense, and other restructuring costs. (c) Adjusted R&D expenses represent expenses adjusted to exclude other restructuring costs. (d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, unallocated professional service fees, and other operating costs which are not assigned to a specific segment. 94 Year Ended December 31, 2022 (in millions) Connected Technology Solutions Essential Dental Solutions Orthodontic and Implant Solutions Wellspect Healthcare Total Net sales 1,219 1,427 1,006 270 3,922 Adjusted cost of products sold (a) 631 540 370 109 Adjusted selling expenses (b) 251 301 285 48 Adjusted G&A expenses (b) 80 94 124 27 Adjusted R&D expenses (c) 96 25 34 13 Segment adjusted operating income 161 467 193 73 894 Reconciling items (income) expense: Unallocated corporate costs (d) 318 Interest expense, net 65 Other (income) expense, net 53 Goodwill and intangible asset impairments 1,287 Restructuring and other costs 14 Amortization of intangibles 209 Depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations 3 Loss before income taxes ( 1,055 ) (a) Adjusted cost of products sold represents expenses adjusted to exclude intangible amortization expense, step-up depreciation expense, and other restructuring costs. (b) Adjusted selling and adjusted G&A expenses represent expenses adjusted to exclude intangible amortization expense, other acquisition costs, step-up depreciation expense, and other restructuring costs. (c) Adjusted R&D expenses represent expenses adjusted to exclude other restructuring costs. (d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, unallocated professional service fees, and other operating costs which are not assigned to a specific segment. Depreciation and Amortization Year Ended December 31, (in millions) 2024 2023 2022 Connected Technology Solutions $ 175 $ 176 $ 172 Essential Dental Solutions 35 33 31 Orthodontic and Implant Solutions 98 97 90 Wellspect Healthcare 19 18 21 All Other (a) 22 19 14 Total $ 349 $ 343 $ 328 (a) Includes unallocated corporate costs for depreciation and amortization 95 Geographic Information The following tables set forth information about the Company’s significant operations by geographic areas, for the years ended December 31, 2024, 2023, and 2022. 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) 2024 2023 2022 Net sales United States $ 1,348 $ 1,437 $ 1,393 Germany 410 431 447 Other Foreign 2,035 2,097 2,082 Total net sales $ 3,793 $ 3,965 $ 3,922 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) 2024 2023 2022 Property, plant, and equipment, net United States $ 210 $ 194 $ 174 Germany 230 260 275 Sweden 101 105 98 Other Foreign 225 241 214 Total property, plant, and equipment, net $ 766 $ 800 $ 761 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 Recognition. Concentration Risk For the year ended December 31, 2024, no customer accounted for 10% or more of consolidated net sales or consolidated accounts receivable. 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 % 96 NOTE 7 - OTHER (INCOME) EXPENSE, NET Other (income) expense, net, were as follows: Year Ended December 31, (in millions) 2024 2023 2022 Foreign exchange transaction (gain) loss $ ( 21 ) $ ( 3 ) $ 6 Other expense, net 9 12 47 Total other (income) expense, net $ ( 12 ) $ 9 $ 53 The Company’s equity-method net loss for the year ended December 31, 2024 was no t significant. The Company’s equity-method net losses for the years ended December 31, 2023 and 2022 were $ 4 million and $ 36 million, respectively. Loss from equity method investments for the year ended December 31, 2022 includes $ 36 million recorded in Other (income) expense, 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. 97 NOTE 8 - INVENTORIES, NET Inventories, net were as follows: Year Ended December 31, (in millions) 2024 2023 Raw materials and supplies $ 172 $ 185 Work-in-process 72 77 Finished goods 320 362 Inventories, net $ 564 $ 624 The Company’s inventory reserve was $ 98 million and $ 107 million at December 31, 2024 and 2023, respectively. Inventories are stated at the lower of cost and net realizable value. 98 NOTE 9 - PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, were as follows: Year Ended December 31, (in millions) 2024 2023 Land $ 46 $ 49 Buildings and improvements 571 568 Machinery and equipment 887 964 Capitalized software 516 446 Construction in progress 87 138 $ 2,107 $ 2,165 Less: Accumulated depreciation and amortization 1,341 1,365 Property, plant and equipment, net $ 766 $ 800 99 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 2024 2023 Assets Finance leases Property, plant, and equipment, net $ — $ 1 Operating leases Operating lease right-of-use assets, net 136 178 Total right-of-use assets $ 136 $ 179 Liabilities Current liabilities Operating leases Accrued liabilities 46 56 Noncurrent liabilities Finance leases Long-term debt — 1 Operating leases Operating lease liabilities 91 125 Total lease liabilities $ 137 $ 182 Supplemental information: Weighted-average discount rate Operating leases 4.1 % 3.9 % Weighted-average remaining lease term in years Operating leases 4.1 4.5 The lease costs recognized in the Consolidated Statements of Operations were as follows: Year Ended December 31, (in millions) 2024 2023 Operating lease cost $ 67 $ 67 Variable lease cost 16 15 Total lease cost $ 83 $ 82 The contractual maturity dates of the remaining lease liabilities as of December 31, 2024 were as follows: (in millions) Operating Leases 2025 $ 52 2026 38 2027 23 2028 16 2029 12 2030 and beyond 10 Total lease payments $ 151 Less imputed interest 14 Present value of lease liabilities $ 137 100 The supplemental cash flow information for leases were as follows: Year Ended December 31, (in millions) 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 67 $ 68 $ 66 Right-of-use assets obtained in exchange for new lease liabilities (non-cash investing activity): Operating leases 19 36 57 101 NOTE 11 - GOODWILL AND INTANGIBLE ASSETS The Company’s policy is to assess goodwill and indefinite-lived intangible assets for impairment annually as of April 1, with more frequent assessments if events or changes in circumstances indicate an asset might be impaired. Impairment charges are recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations. Impairment during the Three Months Ended March 31, 2024 In the three months ended March 31, 2024, the Company identified indicators of a more likely than not impairment related to certain indefinite-lived imaging product trade names within the Connected Technology Solutions segment. The decline in fair value of these indefinite-lived trade names was driven by declines in volumes during the three months ended March 31, 2024, which were due in part to a loss in market share from competitive pricing pressures, as well as unfavorable economic conditions in certain markets. These factors contributed to a reduction in forecasted revenues in the near term. The trade names were evaluated for impairment using an income approach, specifically a relief from royalty method. As a result, the Company recorded an indefinite-lived intangible asset impairment charge of $ 6 million for the three months ended March 31, 2024. Impairment during the Three Months Ended September 30, 2024 The Company identified indicators of a more likely than not impairment in the three months ended September 30, 2024 for two of its reporting units, Orthodontic Aligner Solutions and Implant & Prosthetic Solutions, which together comprise all of the Orthodontic and Implant Solutions segment. As a result, the Company recorded pre-tax goodwill impairment charges as of September 30, 2024 of $ 145 million for the Orthodontic Aligner Solutions reporting unit and $ 359 million for the Implant & Prosthetic Solutions reporting unit, both within the Orthodontic and Implant Solutions segment. The impairment charge related to the Orthodontic Aligner Solutions reporting unit resulted in a full write-off of the remaining goodwill balance for this reporting unit. Impairment during the Three Months Ended December 31, 2024 In the quarter ended December 31, 2024, the Company identified indicators of a more likely than not impairment for its Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. The decline in fair value of this reporting unit was driven by a weaker trend in sales volumes, particularly in North America, increased competition from lower-priced alternatives impacting global markets, and adverse macroeconomic pressures impacting demand for elective dental procedures and premium implant solutions. These factors contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows. The fair value of the Implant & Prosthetic 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, the discount rate of 12.5 %, revenue growth rates (including perpetual growth rates), operating margin percentages, and net working capital changes of the reporting unit’s business. As a result, the Company recorded a pre-tax goodwill impairment charge as of December 31, 2024 of $ 269 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. Additionally, in the quarter ended December 31, 2024, the Company also identified indicators of more likely than not impairments for certain indefinite-lived intangible assets including trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. The decline in fair value of the trade names and trademarks was driven by weakened demand for the Company’s premium equipment and implant products, competitive pricing pressures, and a sustained higher cost of capital, which are contributing to reduced forecasted revenues. These indefinite-lived intangible assets were evaluated for impairment using an income approach, specifically a relief from royalty methodology. The Company’s significant assumptions in the relief from royalty method include, but are not limited to, discount rates ranging from 12.5 % to 14.5 %, revenue growth rates (including perpetual growth rates), and royalty rates. As a result, the Company recorded indefinite-lived intangible asset impairment charges of $ 82 million and $ 1 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended December 31, 2024. As a result of suspending sales of Byte clear aligner and impression kits during the fourth quarter, and subsequently announcing plans that the Byte aligners would no longer be offered to new patients, the Company recorded a full write-off of the Byte trademark intangible asset within the Orthodontic and Implant Solutions segment, resulting in a charge of $ 152 million based on a determination that the trademark will not be used in the future operating model for aligners. The Company plans to continue to use technology associated with approximately $ 178 million in other intangible assets acquired with the Byte 102 business, primarily developed technology acquired in the initial purchase of Byte, to support other product offerings and enhance customer experience elsewhere in the Company. See Note 18, Restructuring and Other Costs for additional information. The remaining goodwill balance of the Implant & Prosthetic Solutions reporting unit was $ 503 million as of December 31, 2024, and the carrying values of indefinite-lived intangible assets with impairments in the fourth quarter were $ 76 million and $ 149 million for the Implant & Prosthetic Solutions and Connected Technology Solutions reporting units, respectively, as of December 31, 2024. As the fair values of the Implant & Prosthetic Solutions reporting unit and the indefinite-lived assets within the Implant & Prosthetic Solutions and Connected Technology Solutions reporting units, respectively, continue to approximate carrying value as of December 31, 2024, any further decline in key assumptions could result in additional impairments in future periods . Based on quantitative and qualitative analyses performed for the other reporting units and the Company’s other indefinite-lived intangible assets, the Company believes there is no indication that the carrying value more likely than not exceeds the fair value in each case as of December 31, 2024. For the Company’s reporting units that were not impaired, the Company applied a hypothetical sensitivity analysis by increasing the discount rate of these reporting units by 50 basis points. The results of this sensitivity analysis at December 31, 2024 indicate that none of the other reporting units would be impaired. There is a risk of future impairment charges if there is a decline in the fair value of the reporting units or indefinite-lived intangible assets as a result of, among other things, actual financial results that are lower than forecasts, an adverse change in valuation assumptions, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets. There can be no assurance that the Company’s future asset impairment testing will not result in a material charge to earnings. 2023 Goodwill and Indefinite-Lived Intangibles Impairment and Testing 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. 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 reporting unit was evaluated for impairment using an income approach, specifically a discounted cash flow model. 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. Additionally, in conjunction with the third quarter test in 2023, the Company conducted an impairment test on the indefinite-lived intangible assets related to the businesses within the Connected Technology Solutions reporting unit within the Connected Technology Solutions segment. The Company also identified an indicator of impairment for the indefinite-lived intangible assets within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment and determined certain trade names and trademarks were impaired. These indefinite-lived intangible assets were evaluated for impairment using an income approach, specifically a relief from royalty method. 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. 103 2022 Goodwill and Indefinite-Lived Intangibles Impairment and Testing In the third and fourth quarters of 2022, 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 decline in fair value for these reporting units was driven by 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. The reporting unit was evaluated for impairment using an income approach, specifically a discounted cash flow model. 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. 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. A reconciliation of changes in the Company’s goodwill by reportable segment were as follows: (in millions) Connected Technology Solutions Essential Dental Solutions Orthodontic and Implant Solutions Wellspect Healthcare Total Balance at December 31, 2023 Goodwill $ 291 $ 840 $ 1,323 $ 275 $ 2,729 Accumulated impairment losses ( 291 ) — — — ( 291 ) Goodwill, net December 31, 2023 $ — $ 840 $ 1,323 $ 275 $ 2,438 Impairment — — ( 773 ) — ( 773 ) Translation — ( 11 ) ( 47 ) ( 10 ) ( 68 ) Balance at December 31, 2024 Goodwill $ 291 $ 829 $ 1,276 $ 265 $ 2,661 Accumulated impairment losses ( 291 ) — ( 773 ) — ( 1,064 ) Goodwill, net at December 31, 2024 $ — $ 829 $ 503 $ 265 $ 1,597 104 Identifiable definite-lived and indefinite-lived intangible assets were as follows: Year Ended December 31, 2024 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology and patents $ 1,639 $ ( 1,079 ) $ 560 $ 1,697 $ ( 1006 ) $ 691 Trade names and trademarks 79 ( 73 ) 6 271 ( 102 ) 169 Licensing agreements 29 ( 28 ) 1 30 ( 27 ) 3 Customer relationships 1,019 ( 716 ) 303 1,070 ( 680 ) 390 Total definite-lived $ 2,766 $ ( 1,896 ) $ 870 $ 3,068 $ ( 1,815 ) $ 1,253 Indefinite-lived trade names and trademarks 332 — 332 447 — 447 In-process R&D (a) 5 — 5 5 — 5 Total indefinite-lived 337 — 337 452 — 452 Total identifiable intangible assets $ 3,103 $ ( 1,896 ) $ 1,207 $ 3,520 $ ( 1,815 ) $ 1,705 (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, 2024, 2023 and 2022 was $ 216 million, $ 211 million and $ 209 million, respectively. The estimated annual amortization expense related to these intangible assets for each of the five succeeding calendar years is $ 204 million, $ 132 million, $ 114 million, $ 119 million and $ 120 million for 2025, 2026, 2027, 2028 and 2029, respectively. During the second quarter of 2021, the Company acquired certain developed technology rights for an initial payment of $ 3 million. During the fourth quarter of 2024, regulatory and commercial milestones related to the acquisition were achieved, triggering an additional payment of $ 7 million. As of December 31, 2024, the Company recognized a liability of $ 10 million for contractual future payments associated with this acquisition that were deemed probable. Both the payment and future obligation were recorded as increases to the developed technology asset for the year ended December 31, 2024. 105 NOTE 12 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets were as follows: Year Ended December 31, (in millions) 2024 2023 Prepaid expenses $ 121 $ 113 Value-added tax receivable 50 61 Deposits 30 33 Other current assets 153 113 Prepaid expenses and other current assets $ 354 $ 320 106 NOTE 13 - ACCRUED LIABILITIES Accrued liabilities were as follows: Year Ended December 31, (in millions) 2024 2023 Payroll, commissions, bonuses, other cash compensation and employee benefits $ 125 $ 161 Sales and marketing programs 86 68 Reserve for distributor rebates 116 151 Restructuring costs 31 37 Accrued vacation and holidays 30 32 Professional and legal costs 105 25 Current portion of derivatives 12 18 General insurance 11 11 Warranty liabilities 21 24 Third-party royalties 5 5 Deferred income 95 91 Accrued interest 8 9 Accrued property taxes 5 6 Current operating lease liabilities 46 56 Other 58 55 Accrued liabilities $ 754 $ 749 107 NOTE 14 - FINANCING ARRANGEMENTS Short-Term Debt Short-term debt was as follows: Year Ended December 31, 2024 2023 Principal Interest Principal Interest (in millions except percentages) Balance Rate Balance Rate Corporate commercial paper facility $ 410 5.3 % $ 225 5.8 % Other short-term borrowings 11 4.9 % 20 4.9 % Add: Current portion of long-term debt 128 77 Total short-term debt $ 549 $ 322 Maximum month-end short-term debt outstanding during the year $ 549 $ 399 Average amount of short-term debt outstanding during the year 344 284 Weighted-average interest rate on short-term debt at year-end 5.3 % 5.7 % Short-Term Borrowings The Company has a five-year senior unsecured multi-currency revolving facility, for an aggregate principal amount of $ 700 million, that expires on May 12, 2028. The Company also has a $ 700 million commercial paper program. The $ 700 million multi-currency revolving credit facility serves as a back-up to the commercial paper facility, resulting in an aggregate of $ 700 million total available credit under the commercial paper facility and the multi-currency revolving credit facility. The Company had outstanding borrowings of $ 410 million and $ 225 million under the commercial paper facility at December 31, 2024 and December 31, 2023, respectively, and no outstanding borrowings under the multi-currency revolving credit facility. The Company also has access to $ 34 million in uncommitted short-term financing available under lines of credit from various financial institutions, which is reduced by outstanding short-term borrowings of $ 11 million. At December 31, 2024, the weighted-average interest rate for short-term debt was 5.3 %. At December 31, 2024, the Company had $ 313 million borrowings available under unused lines of credit, including lines available under its short-term arrangements and revolving credit facility. 108 Long-Term Debt Long-term debt was as follows: Year Ended December 31, 2024 2023 Principal Interest Principal Interest (in millions except percentages) Balance Rate Balance Rate Private placement notes 70 million euros due October 2024 $ — — % $ 77 1.0 % Private placement notes 25 million Swiss franc due December 2025 28 0.9 % 30 0.9 % Private placement notes 97 million euros due December 2025 100 2.1 % 107 2.1 % Private placement notes 26 million euros due February 2026 27 2.1 % 29 2.1 % Private placement notes 58 million Swiss franc due August 2026 64 1.0 % 69 1.0 % Private placement notes 106 million euros due August 2026 110 2.3 % 117 2.3 % Private placement notes 70 million euros due October 2027 72 1.3 % 77 1.3 % Private placement notes 8 million Swiss franc due December 2027 8 1.0 % 9 1.0 % Private placement notes 15 million euros due December 2027 16 2.2 % 17 2.2 % Private placement notes 140 million Swiss franc due August 2028 154 1.2 % 166 1.2 % Private placement notes 70 million euros due October 2029 72 1.5 % 77 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 72 1.6 % 77 1.6 % Private placement notes 45 million euros due February 2031 47 2.5 % 50 2.5 % Private placement notes 65 million Swiss franc due August 2031 72 1.3 % 77 1.3 % Private placement notes 12.6 billion Japanese yen due September 2031 80 1.0 % 89 1.0 % Private placement notes 70 million euros due October 2031 72 1.7 % 77 1.7 % Other borrowings, various currencies and rates 4 14 Hedge accounting fair value adjustment (a) ( 28 ) ( 28 ) $ 1,720 $ 1,881 Less: Current portion (included in “Notes payable and current portion of long-term debt” in the Consolidated Balance Sheets) 128 77 Less: Long-term portion of deferred financing costs 6 8 Long-term portion $ 1,586 $ 1,796 (a) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. The Company’s revolving credit facility, term loans, and senior notes contain certain affirmative and negative debt covenants relating to the Company’s operations and financial condition. At December 31, 2024, the Company was in compliance with all debt covenants. The contractual maturity dates of the Company’s long-term borrowings as of December 31, 2024 were as follows: (in millions) 2025 $ 128 2026 204 2027 96 2028 154 2029 73 2030 and beyond 1,093 $ 1,748 Interest expense, net includes interest income of $ 20 million, $ 16 million and $ 11 million for the years ended December 31, 2024, 2023 and 2022, respectively. Interest income primarily relates to interest-bearing cash equivalents and customer financing for the Company’s direct-to-consumer aligner solutions. 109 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, 2024, the Company had authorization to repurchase $ 1.2 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, which were delivered during March 2023, at a volume-weighted average price of $ 38.74 , representing $ 120 million of the total anticipated repurchase size. 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, 2024, 2023 and 2022, the Company repurchased outstanding shares of common stock at a cost of $ 250 million, $ 300 million and $ 150 million, respectively. For the year ended December 31, 2024, the treasury stock transactions resulted in an excise tax charge of $ 2 million for public company stock repurchases established by the Inflation Reduction Act of 2022. For the years ended December 31, 2024 and 2023, stock options exercised and the proceeds received at exercise were not significant. For the year ended December 31, 2022, the Company received proceeds of $ 6 million primarily as a result of stock options exercised in the amount of 0.1 million. It is the Company’s practice to issue shares from treasury stock when stock options are exercised and RSUs vest. 110 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, 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 Shares of treasury stock issued — 1.0 1.0 Repurchase of common stock at an average cost of $ 26.65 — ( 9.4 ) ( 9.4 ) Balance at December 31, 2024 264.5 ( 65.7 ) 198.8 111 NOTE 16 - INCOME TAXES The components of loss before income taxes were as follows: Year Ended December 31, (in millions) 2024 2023 2022 United States $ ( 307 ) $ ( 6 ) $ ( 531 ) Foreign ( 629 ) ( 169 ) ( 524 ) Total loss before income taxes $ ( 936 ) $ ( 175 ) $ ( 1,055 ) The components of the benefit for income taxes from operations were as follows: Year Ended December 31, (in millions) 2024 2023 2022 Current: U.S. federal $ ( 6 ) $ 1 $ 1 U.S. state 1 — 4 Foreign 115 86 118 Total $ 110 $ 87 $ 123 Deferred: U.S. federal $ ( 61 ) $ 4 $ ( 145 ) U.S. state ( 1 ) ( 3 ) ( 17 ) Foreign ( 74 ) ( 131 ) ( 66 ) Total $ ( 136 ) $ ( 130 ) $ ( 228 ) Total benefit for income taxes $ ( 26 ) $ ( 43 ) $ ( 105 ) 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) 2024 2023 2022 Statutory U.S. federal income tax rate $ ( 197 ) 21.0 % $ ( 37 ) 21.0 % $ ( 222 ) 21.0 % Effect of: State income taxes, net of federal benefit — — ( 2 ) 1.4 ( 11 ) 1.0 Federal benefit of R&D and foreign tax credits ( 7 ) 0.8 ( 17 ) 10.0 ( 8 ) 0.8 U.S. other permanent differences 3 ( 0.3 ) 5 ( 2.7 ) 9 ( 0.9 ) Tax effect of international operations 42 ( 4.5 ) ( 65 ) 37.2 ( 5 ) 0.5 Global Intangible Low Taxed Income (GILTI) 9 ( 1.0 ) 12 ( 7.0 ) 20 ( 1.9 ) Foreign Derived Intangible Income (FDII) — — ( 9 ) 5.2 ( 8 ) 0.8 Net effect of tax audit activity 23 ( 2.5 ) ( 6 ) 3.2 15 ( 1.4 ) Tax effect of enacted statutory rate changes on Non-U.S. jurisdictions 3 ( 0.3 ) 1 ( 0.4 ) ( 3 ) 0.3 Federal tax on unremitted earnings of certain foreign subsidiaries ( 1 ) 0.1 2 ( 0.9 ) 1 ( 0.1 ) Valuation allowance adjustments ( 13 ) 1.3 5 ( 3.2 ) ( 9 ) 0.8 Tax effect of impairment of goodwill and intangibles 106 ( 11.3 ) 60 ( 34.6 ) 114 ( 10.8 ) Other 6 ( 0.5 ) 8 ( 4.4 ) 2 ( 0.2 ) Effective income tax rate on operations $ ( 26 ) 2.8 % $ ( 43 ) 24.8 % $ ( 105 ) 9.9 % 112 The tax effect of significant temporary differences giving rise to deferred tax assets and liabilities were as follows: Year Ended December 31, (in millions) 2024 2023 Deferred tax assets Employee benefit accruals $ 40 $ 55 Inventory 19 15 Miscellaneous accruals 50 51 Other 44 44 Lease right-of-use liability 39 46 Net unrealized gains/losses included in AOCI — 36 Foreign tax credit and R&D carryforward 41 43 Tax loss carryforwards and other tax attributes 1,554 948 Total deferred tax assets $ 1,787 $ 1,238 Less: Valuation allowances ( 1,503 ) ( 863 ) Total deferred tax assets, net $ 284 $ 375 Deferred tax liabilities Identifiable intangible assets $ ( 110 ) $ ( 298 ) Property, plant and equipment ( 28 ) ( 38 ) Lease right-of-use asset ( 38 ) ( 46 ) Net unrealized gains/losses included in AOCI ( 9 ) — Taxes on unremitted earnings of foreign subsidiaries ( 6 ) ( 8 ) Total deferred tax liabilities ( 191 ) ( 390 ) Net deferred tax assets (liabilities) $ 93 $ ( 15 ) Deferred tax assets and liabilities included in the following Consolidated Balance Sheets line items at December 31 were as follows: Year Ended December 31, (in millions) 2024 2023 Assets Other noncurrent assets $ 222 $ 213 Liabilities Deferred income taxes $ 129 $ 228 The Company has $ 36 million of foreign tax credit carryforwards at December 31, 2024, of which $ 30 million will expire in 2025 and $ 6 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 $ 7,482 million at December 31, 2024, of which $ 7,214 million expires at various times through 2044 and $ 268 million may be carried forward indefinitely. These are reflected as deferred income tax assets at December 31, 2024, and are comprised of future tax benefits o f $ 1,458 million and $ 96 million, before valuation allowances, related to tax loss carryforwards and disallowed interest carryforwards, respectively. As of December 31, 2023 the Company’s deferred tax assets included $ 873 million of tax loss carryforwards and $ 74 million of disallowed interest carryforwards. The increase in tax loss carryforwards in 2024 is primarily the result of impairment losses. At December 31, 2024, the Company has recorded $ 1,395 million of valuation allowance to offset the future tax benefit of net operating losses, $ 29 million to offset the future tax benefit of foreign tax credits, and $ 79 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 2024 as there is uncertainty that these assets can be realized in the future. 113 The Company has recorded $ 6 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 $ 348 million at December 31, 2024. Tax Contingencies The total amount of gross unrecognized tax benefits at December 31, 2024 is approximately $ 137 million, including interest, of which approximately $ 51 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 statement s. Expiration of statutes of limitations in various jurisdictions during the next twelve months could include unrecognized tax benefits of approximately $ 6 million, which, if recognized, would affect the effective income tax rate. The total amount of accrued interest and penalties were $ 9 million and $ 4 million at December 31, 2024 and 2023, 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 expense of $ 5 million for the year ended December 31, 2024, and a tax benefit of $ 2 million in 2023 related to interest and penalties. The increase in unrecognized tax benefits in 2024 is primarily related to transfer pricing adjustments in certain jurisdictions, offset by a decrease from foreign currency translation. 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 and Germany. 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 IRS audit for the tax years 2015 and 2016. The Company is under audit in Germany for the tax years 2014 through 2021. For additional information on the IRS and German audits, see Note 21, Commitments and Contingencies. The activity recorded for unrecognized tax benefits were as follows: Year Ended December 31, (in millions) 2024 2023 2022 Unrecognized tax benefits at beginning of period $ 132 $ 49 $ 34 Gross change for prior-period positions 18 1 12 Gross change for current year positions 1 95 4 Decrease due to settlements and payments ( 13 ) ( 9 ) — Decrease due to statute expirations — ( 4 ) — Increase due to effect of foreign currency translation — — — Decrease due to effect from foreign currency translation and other ( 10 ) — ( 1 ) Unrecognized tax benefits at end of period $ 128 $ 132 $ 49 114 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 the Company provides a matching contribution. The Plan includes various investment funds. 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 %. At its discretion, the Company may make additional non-elective cash contributions based on a percentage of compensation to participant accounts. The Company did not make any additional non-elective cash contributions in connection with 2024 compensation. In addition to the 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, of these plans were $ 34 million, $ 43 million and $ 41 million for the years ended December 31, 2024, 2023, and 2022, 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 a given 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, 2024 include a $ 9 million actuarial gain primarily attributable to the increase in discount rates, the effect of which is slightly offset by a $ 1 million loss due to a change in the lump sum withdrawal rate for the Swiss plan. The changes also include a $ 4 million actuarial loss due to plan experience being different than anticipated. 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 being 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. 115 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) 2024 2023 Change in Benefit Obligation Benefit obligation at beginning of year $ 511 $ 440 Service cost 11 10 Interest cost 12 14 Participant contributions 5 4 Actuarial (gains) losses ( 4 ) 38 Effect of exchange rate changes ( 36 ) 26 Benefits paid ( 21 ) ( 21 ) Benefit obligation at end of year $ 478 $ 511 Change in Plan Assets Fair value of plan assets at beginning of year $ 207 $ 182 Actual return on assets 16 10 Effect of exchange rate changes ( 15 ) 17 Employer contributions 16 15 Participant contributions 5 4 Benefits paid ( 21 ) ( 21 ) Fair value of plan assets at end of year $ 208 $ 207 Funded status at end of year $ ( 270 ) $ ( 304 ) 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 2024 2023 Other noncurrent assets Other noncurrent assets $ 4 $ 5 Deferred tax asset Other noncurrent assets 8 11 Total assets $ 12 $ 16 Current liabilities Accrued liabilities $ ( 10 ) $ ( 11 ) Other noncurrent liabilities Other noncurrent liabilities ( 264 ) ( 298 ) Deferred tax liability Deferred income taxes ( 4 ) ( 2 ) Total liabilities $ ( 278 ) $ ( 311 ) Accumulated other comprehensive income Accumulated other comprehensive loss 23 36 Net amount recognized $ ( 243 ) $ ( 259 ) 116 Amounts recognized in AOCI were as follows: Year Ended December 31, (in millions) 2024 2023 Net actuarial loss $ 30 $ 48 Net prior service cost ( 3 ) ( 3 ) Before tax AOCI $ 27 $ 45 Less: Deferred taxes 4 9 Net of tax AOCI $ 23 $ 36 Information for pension plans with a projected or accumulated benefit obligation in excess of plan assets was as follows: Year Ended December 31, (in millions) 2024 2023 Projected benefit obligation $ 274 $ 323 Accumulated benefit obligation 263 310 Fair value of plan assets — 15 Components of net periodic benefit cost were as follows: Year Ended December 31, Location in the Consolidated Statements of Operations (in millions) 2024 2023 2022 Service cost $ 4 $ 4 $ 5 Cost of products sold Service cost 7 6 7 Selling, general and administrative expenses Interest cost 12 14 5 Other (income) expense, net Expected return on plan assets ( 5 ) ( 6 ) ( 4 ) Other (income) expense, net Amortization of prior service credit ( 1 ) ( 1 ) ( 1 ) Other (income) expense, net Amortization of net actuarial loss 2 — 8 Other (income) expense, net Curtailment and settlement gains — — ( 1 ) Other (income) expense, net Net periodic benefit cost $ 19 $ 17 $ 19 Other changes in plan assets and benefit obligations recognized in AOCI were as follows: Year Ended December 31, (in millions) 2024 2023 2022 Net actuarial (gains) losses $ ( 17 ) $ 37 $ ( 125 ) Amortization ( 1 ) 1 ( 7 ) Total recognized in AOCI $ ( 18 ) $ 38 $ ( 132 ) Total recognized in net periodic benefit cost and AOCI $ 1 $ 55 $ ( 113 ) 117 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, 2024 2023 2022 Interest crediting rate 2.0 % 2.3 % 2.5 % Discount rate 2.5 % 2.6 % 3.2 % Rate of compensation increase 2.4 % 2.5 % 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, 2024 2023 2022 Interest crediting rate 2.3 % 2.5 % 1.3 % Discount rate 2.6 % 3.2 % 1.1 % Expected return on plan assets 2.9 % 3.2 % 2.2 % Rate of compensation increase 2.5 % 2.6 % 2.6 % Measurement date 12/31/2024 12/31/2023 12/31/2022 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 values of the Company’s pension plan assets at December 31, 2024 and 2023 are presented in the table below by asset category. Approximately 83 % 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, 2024 (in millions) Total Level 1 Level 2 Level 3 Assets Category Cash and cash equivalents $ 6 $ 6 $ — $ — Equity securities: International 67 67 — — Fixed income securities: Fixed rate bonds (a) 79 79 — — Other types of investments: Mutual funds (b) 21 21 — — Insurance contracts 24 — — 24 Hedge funds 10 — — 10 Real estate 1 — — 1 Total $ 208 $ 173 $ — $ 35 118 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 (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, 2022 to December 31, 2024 for the plan assets categorized as Level 3 was as follows: (in millions) Insurance Contracts Hedge Funds Real Estate Total 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 Actual return on plan assets: Relating to assets still held at the reporting date $ 1 $ 1 $ — $ 2 Purchases, sales and settlements, net ( 1 ) 3 — 2 Effect of exchange rate changes ( 2 ) ( 1 ) — ( 3 ) Balance at December 31, 2024 $ 24 $ 10 $ 1 $ 35 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 2025, the Company expects to make employer contributions of $ 17 million to its defined benefit pension plans. 119 Estimated Future Benefit Payments Total benefits expected to be paid from the plans in the future are as follows: (in millions) Pension Benefits 2025 $ 25 2026 25 2027 26 2028 23 2029 23 2030-2034 131 120 NOTE 18 - RESTRUCTURING AND OTHER COSTS Restructuring and other costs for the years ended December 31, 2024, 2023 and 2022 were recorded in the Consolidated Statements of Operations as follows: Affected Line Item in the Consolidated Statements of Operations Year Ended December 31, (in millions) 2024 2023 2022 Cost of products sold $ 10 $ 4 $ — Selling, general, and administrative expenses 32 3 — Restructuring costs 53 67 14 Total Restructuring and other costs $ 95 $ 74 $ 14 Restructuring and other costs of $ 95 million were recorded in the year ended December 31, 2024, which consisted primarily of employee severance benefits and other costs related to the restructuring plans approved by the Board of Directors of the Company on July 29, 2024 (the “2024 Plan”) and on February 14, 2023 (the “2023 Plan”), as well as certain asset impairments resulting from the strategic actions related to the Byte aligners business beginning in October 2024 (the “Byte Realignment”). Restructuring Plans With the 2024 Plan, the Company seeks to improve operational performance and drive stockholder value creation. In connection with the 2024 Plan, which is expected to be substantially completed by the end of 2025, the Company anticipates a net reduction in the Company’s global workforce of approximately 2 % to 4 %. The proposed changes are subject to co-determination processes with employee representative groups in countries where required. Actions taken under the 2024 Plan seek to further streamline the Company’s operations and global footprint, as well as improve alignment of the Company’s cost structure with its strategic growth objectives. As of December 31, 2024, the Company has incurred $ 28 million in restructuring charges under the 2024 Plan since its inception. In total, the Company expects to incur between $ 35 million and $ 50 million in non-recurring restructuring charges under the 2024 Plan, primarily related to employee transition, severance payments, and employee benefits, which are expected to be expensed and paid in cash by the end of 2025. With the 2023 Plan, the Company sought to restructure the business through a new operating model with five global business units, optimize central functions and overall management infrastructure, and implement other efforts aimed at cost savings. The 2023 Plan’s annual cost savings target of $ 200 million has been substantially met, with the benefits mostly offset in the short term by additional investments in sales personnel, the Company’s new global Enterprise Resource Planning (“ERP”) system, and other transformation initiatives. As of December 31, 2024, the Company has incurred $ 87 million in restructuring charges under the 2023 Plan since its inception, primarily related to employee transition, severance payments, employee benefits, and facility closure costs, and $ 20 million in other non-recurring costs related to restructuring activities, which mostly consist of consulting, legal, and other professional service fees. Remaining restructuring charges attributable to the 2023 Plan are not expected to be material. The estimates of the charges and expenditures that the Company expects to incur in connection with the 2024 Plan, and the timing thereof, 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 additional charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the 2024 Plan. 121 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, 2024 was as follows: Severance (in millions) 2022 and Prior Plans 2023 Plans 2024 Plans Total Balance at December 31, 2023 $ 2 $ 37 $ — $ 39 Provisions and adjustments 1 23 30 54 Amounts applied ( 2 ) ( 44 ) ( 11 ) ( 57 ) Change in estimates — ( 4 ) — ( 4 ) Balance at December 31, 2024 $ 1 $ 12 $ 19 $ 32 Other Restructuring Costs (in millions) 2022 and Prior Plans 2023 Plans 2024 Plans Total Balance at December 31, 2023 $ 1 $ — $ — $ 1 Provisions and adjustments — 3 — 3 Amounts applied — ( 3 ) — ( 3 ) Balance at December 31, 2024 $ 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, 2023 Provisions and Adjustments Amounts Applied Change in Estimates December 31, 2024 Connected Technology Solutions $ 13 $ 23 $ ( 25 ) $ ( 2 ) $ 9 Essential Dental Solutions 17 15 ( 20 ) ( 1 ) 11 Orthodontic and Implant Solutions 9 11 ( 11 ) — 9 Wellspect Healthcare 1 5 ( 2 ) ( 1 ) 3 All Other — 3 ( 2 ) — 1 Total $ 40 $ 57 $ ( 60 ) $ ( 4 ) $ 33 The Company’s restructuring accruals at December 31, 2023 were as follows: Severances (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 $ 39 122 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 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 Byte Realignment The changes to the Byte clear aligners business disclosed in Note 6, Segment and Geographic Information, have resulted in significant reductions in revenue forecasts and a triggering event in the fourth quarter of 2024 to evaluate the recoverability of assets attributable to Byte. The Company recorded long-term tangible asset charges, which include production equipment and capitalized software, as well as working capital for certain inventory and customer receivables specific to Byte. Additionally, the Company recorded a full impairment of the Byte trademark intangible asset. In addition to these impairments, the Company recorded a full accrual for expected customer refunds and other reimbursement payments stemming from the cessation of sales, which resulted in a $ 35 million reduction to net sales, of which $ 13 million was paid during the three months ended December 31, 2024, with the remainder expected to be paid in 2025. The impact of these charges related to the Byte Realignment was as follows: Location in the Consolidated Statements of Operations (in millions) December 31, 2024 Net sales Change in refund estimate $ ( 35 ) Cost of products sold Inventory reserve ( 8 ) Selling, general, and administrative expenses Intangible asset impairment - trademark ( 152 ) Property, plant and equipment write-off ( 17 ) Accounts receivable reserve and prepaid write-off ( 10 ) Total impact on operating loss $ ( 222 ) 123 NOTE 19 - FINANCIAL INSTRUMENTS AND DERIVATIVES Derivative Instruments and Hedging Activities The Company’s activities 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, 2024 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 $ — $ — Total derivative instruments designated as cash flow hedges $ — $ — Hedges of Net Investments Foreign exchange forward contracts $ 827 $ 83 Cross currency basis swaps 276 — Total derivative instruments designated as hedges of net investments $ 1,103 $ 83 Fair Value Hedges Foreign exchange forward contracts $ — $ — Interest rate swaps 150 — Total derivative instruments designated as fair value hedges $ 150 $ — Derivative Instruments not Designated as Hedges Foreign exchange forward contracts $ 602 $ 602 Total derivative instruments not designated as hedges $ 602 $ 602 124 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 or losses. 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 is 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 Notes due June 2030. This loss is amortized over the ten-year life of the notes. As of December 31, 2024 and December 31, 2023, $ 16 million and $ 19 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 considered to be highly effective for accounting purposes. At December 31, 2024, 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. 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 foreign currency exchange rates. The Company employs both derivative and non-derivative financial instruments to hedge a portion of these exposures. 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 instrument is amortized on a straight-line basis in Other (income) expense, 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 currency exchange forward contracts and cross-currency basis swaps is the estimated amount the Company would receive or pay at the reporting date, taking into account 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 (income) expense, net. 125 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, 2024, 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 net investment hedges 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 foreign 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 (income) expense, 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 (income) expense, 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 (income) expense, 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. Gains and losses recorded in the Company’s Consolidated Statements of Operations related to the derivative instruments not designated as hedges for the years ended December 31, 2024 and 2023 were not significant. Derivative Instrument Activity The effect of derivative hedging instruments on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss were as follows: 126 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 (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 $ 1,835 $ 69 $ ( 12 ) $ 1,879 $ 81 $ 9 $ 1,795 $ 65 $ 53 (Gain) loss on Cash Flow Hedges Foreign exchange forward contracts $ — $ — $ — $ 1 $ — $ — $ ( 3 ) $ — $ — Interest rate swaps — 3 — — 3 — — 3 — Gain on Hedges of Net Investment Cross currency basis swaps $ — $ — $ ( 5 ) $ — $ — $ ( 5 ) $ — $ — $ ( 5 ) Foreign exchange forward contracts — — ( 25 ) — — ( 12 ) — — ( 2 ) (Gain) loss on Fair Value Hedges: Interest rate swaps $ — $ 8 $ — $ — $ 11 $ — $ — $ 1 $ — Foreign exchange forward contracts — — — — — — — — ( 27 ) (Gain) loss on Derivative Instruments not Designated as Hedges Foreign exchange forward contracts $ — $ — $ 2 $ — $ — $ 8 $ — $ — $ ( 4 ) 127 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) 2024 2023 2022 2024 2023 2022 Cash Flow Hedges Foreign exchange forward contracts $ — $ — $ ( 1 ) Cost of products sold $ — $ ( 1 ) $ 3 Interest rate swaps — — — Interest expense, net ( 3 ) ( 3 ) ( 3 ) Hedges of Net Investments Cross currency basis swaps $ 11 $ ( 18 ) $ 30 Other (income) expense, net $ — $ — $ — Foreign exchange forward contracts 37 ( 29 ) 11 Other (income) expense, net — — — Fair Value Hedges Interest rate swaps $ — $ — $ — Other (income) expense, net $ — $ — $ — Foreign exchange forward contracts — 2 ( 2 ) Interest expense, net — — — 128 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, 2024 (in millions) Prepaid Expenses and Other Current Assets Other Noncurrent Assets Accrued Liabilities Other Noncurrent Liabilities Designated as Hedges: Foreign exchange forward contracts $ 5 $ 9 $ — $ 1 Interest rate swaps — — 4 17 Cross currency basis swaps 4 14 — — Total $ 9 $ 23 $ 4 $ 18 Not Designated as Hedges: Foreign exchange forward contracts $ 4 $ — $ 8 $ — Total $ 4 $ — $ 8 $ — 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 $ — 129 Balance Sheet Offsetting Substantially all of 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, 2024 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 $ 18 $ — $ 18 $ ( 5 ) $ — $ 13 Cross currency basis swaps 18 — 18 ( 6 ) — 12 Total assets $ 36 $ — $ 36 $ ( 11 ) $ — $ 25 Liabilities Foreign exchange forward contracts $ 9 $ — $ 9 $ ( 4 ) $ — $ 5 Interest rate swaps 21 — 21 ( 7 ) — 14 Total liabilities $ 30 $ — $ 30 $ ( 11 ) $ — $ 19 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 ) $ — $ 75 130 NOTE 20 - FAIR VALUE MEASUREMENT The estimated fair and carrying values of the Company’s total debt were $ 2,037 million and $ 2,135 million, respectively, at December 31, 2024. At December 31, 2023, the estimated fair and carrying values were $ 2,018 million and $ 2,118 million, respectively. The fair value of long-term debt is determined by discounting future cash flows using interest rates available at December 31, 2024 to companies with similar credit ratings for issuances 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, 2024 (in millions) Total Level 1 Level 2 Level 3 Assets Cross currency interest rate swaps $ 18 $ — $ 18 $ — Foreign exchange forward contracts 18 — 18 — Total assets $ 36 $ — $ 36 $ — Liabilities Interest rate swaps $ 21 $ — $ 21 $ — Foreign exchange forward contracts 9 — 9 — Contingent considerations on acquisitions 4 — — 4 Total liabilities $ 34 $ — $ 30 $ 4 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 Derivative valuations are based on observable inputs to the valuation model including interest rates, foreign currency exchange rates, and credit risks. There were no transfers between fair value measurement levels during the years ended December 31, 2024 and 2023. 131 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, 2024 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, 2022 $ 4 Payments — Balance, December 31, 2023 $ 4 Payments — Balance, December 31, 2024 $ 4 There were no additional purchases or transfers of Level 3 financial instruments in 2024 and 2023. 132 NOTE 21 - COMMITMENTS AND CONTINGENCIES Contingencies On December 19, 2018, a putative class action was filed in the U.S. District Court for the Eastern District of New York (the “EDNY Court”) against the Company and certain individual defendants. The case was narrowed following its inception. The plaintiff’s claims which, as discussed below, have now been settled in principal, are that the Company and certain individual defendants violated U.S. securities laws 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”) and that the defendants failed to disclose, among other things, that a distributor had purchased excessive inventory of legacy Sirona products. 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 May 6, 2016 and August 7, 2018. The plaintiff asserts claims on behalf of a putative class consisting of all purchasers of the Company's stock during the period from December 8, 2015 through August 6, 2018. 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 EDNY Court on March 29, 2023, and the Company’s answer to the second amended complaint was filed on May 12, 2023. Following additional motion practice — which remained outstanding with the EDNY Court — and discovery, the parties engaged in settlement discussions with the assistance of a mediator, and, in January 2025, reached a settlement in principal to resolve the case in full for $ 84 million, of which the Company expects to receive an offsetting insurance receivable of approximately $ 78 million while paying the rest in cash. A binding term sheet for the settlement has been signed, which is subject to negotiation and approval by the EDNY Court of a full settlement agreement. The excess of the settlement liability as of December 31, 2024 over the corresponding insurance policy receivable resulted in $ 6 million of legal expense which was recorded during the period. 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, 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 (the “SDNY Court”) 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 SDNY Court. On June 1, 2023, the SDNY Court consolidated the two separate actions under case No. 1:22-cv-06339 and appointed as lead plaintiffs for the putative class the City of Birmingham Retirement and Relief System, the El Paso Firemen & Policemen’s Pension Fund, and the Wayne County Employees’ Retirement System (collectively, the “Lead Plaintiffs”). 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 was granted as to Mr. Chadha and granted in part and denied in part as to the Company, Mr. Casey, and Mr. Gomez in a ruling by the SDNY Court on May 1, 2024. The Company’s answer to the Amended Complaint was filed on May 21, 2024. On November 15, 2024, Lead Plaintiffs filed a motion to certify the matter as a class action, to appoint Lead Plaintiffs as class representatives, and to appoint Robbins Geller Rudman & Dowd LLP as class counsel. Defendants’ opposition to Lead Plaintiffs’ motion was filed on December 20, 2024, and Lead Plaintiffs’ reply is due on February 28, 2025. 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 internal investigation by the Audit and Finance Committee of the Company’s Board of Directors. The Company continues to cooperate with the SEC regarding this matter. Separately, on July 13, 2023, Dentsply Sirona stockholder George Presura filed a stockholder 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 “Presura 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 133 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 Presura Derivative Litigation until the earlier of public announcement of a settlement of the Securities Litigation or resolution of the pending motion to dismiss in the Securities Litigation. Additionally, on March 26, 2024, Dentsply Sirona stockholder Calvin Snee filed a stockholder derivative suit in the Delaware Court of Chancery captioned Calvin Snee, derivatively on behalf of Dentsply Sirona Inc. v. Donald M. Casey Jr., et al. and Dentsply Sirona Inc, No. 2024-0308 (the “Snee 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 Presura Derivative Litigation and the Securities Litigation, and it alleges that beginning in 2021, various of the defendants breached fiduciary duties, misappropriated information to conduct insider trading, and were unjustly enriched 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 May 2, 2024, the Delaware Court of Chancery issued an order consolidating and staying the Presura Derivative Litigation and Snee Derivative Litigation. On July 19, 2024, Dentsply Sirona stockholder Frank Manfre filed a stockholder derivative suit in the Delaware Court of Chancery captioned Frank Manfre, derivatively on behalf of nominal defendant Dentsply Sirona Inc. v. Donald M. Casey Jr. et al. and Dentsply Sirona Inc., No. 2024-0763 (the “Manfre Derivative Litigation”). The complaint 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 complaint in this case contains allegations similar to those in the Snee Derivative Litigation, the Presura Derivative Litigation, and the Securities Litigation, and it alleges that beginning in 2021, various of the defendants breached fiduciary duties, misappropriated information to conduct insider trading, and were unjustly enriched 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 September 19, 2024, the Delaware Court of Chancery issued an order consolidating and staying the Manfre Derivative Litigation, Presura Derivative Litigation, and Snee Derivative Litigation. On November 26, 2024, the Company was named as a defendant in a putative class action filed in the SDNY Court captioned North Collier Fire Control and Rescue District Firefighters’ Retirement Plan v. Dentsply Sirona Inc., et al., No. 1:24-cv-09083 (the “North Collier Action”). On December 18, 2024, the Company was named as a defendant in a putative class action filed in the SDNY Court captioned Calvin v. Dentsply Sirona Inc., et al., No. 1:24-cv-09764 (the “Calvin Action”), and on December 19, 2024, the Company was named as a defendant in a putative class action filed in the SDNY Court captioned Key West Police & Fire Pension Fund v. Dentsply Sirona Inc., et al., No. 1:24-cv-09819 (the “Key West Action”). The complaints in these three cases allege that, for different alleged class periods over the period from May 6, 2021 through November 6, 2024, the Company and certain current and former officers violated U.S. securities laws by, among other things, making materially false and misleading statements or omissions, including regarding the performance of the Company’s Byte aligners business, following the Company’s acquisition of Byte LLC in December 2020. On February 21, 2025, the SDNY Court entered an order consolidating the North Collier Action, the Calvin Action, and the Key West Action under the caption In re Dentsply Sirona, Inc. Securities Litigation, No. 24-cv-9083, and appointing HANSAINVEST Hanseatische Investment-Gesellschaft mit beschränkter Haftung and City of Miami General Employees’ & Sanitation Employees’ Retirement Trust as lead plaintiffs (“Lead Plaintiffs”) and Bernstein Litowitz Berger & Grossmann LLP as lead counsel for the consolidated case. The SDNY Court ordered the Lead Plaintiffs to file an amended complaint by April 7, 2025. 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 execution of the SPA 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.). Under the SPA, a portion of the purchase price equal to € 7 million was required to be deposited into an escrow account (the “Escrow Account”) and 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. In connection with the 134 closing of the share purchase transaction, the SPA was supplemented by a Facility Agreement, also dated October 8, 2012 (the “FA”), which specifically set out the mechanics of payment and release of the proceeds of the Escrow Account. The Austrian notary public, Mr. Gottfried Schachinger, acting as escrow agent, Mr. Gobbetti, and SIRONA Holdings GmbH, an affiliate of Sirona Dental Systems, Inc. which paid the € 7 million into the Escrow Account, were parties to the FA. The FA is subject to Austrian law and to the jurisdiction of the Court of Salzburg in Austria. 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 the positions of the parties. The parties also developed their arguments in several rounds of defensive briefs. The final submissions were completed on April 15, 2024 and the final hearing for discussion took place on May 8, 2024. On July 22, 2024, the arbitral tribunal rejected all of Mr. Gobbetti’s claims, ruling that the Company had met its contractual obligations under the SPA, particularly regarding the balance of the purchase price. The arbitral tribunal also dismissed Mr. Gobbetti’s claims in tort and those pertaining to the FA for lack of jurisdiction and lack of capacity for the Company to be sued. The arbitral tribunal observed that such claims should have been brought against SIRONA Holdings GmbH, which is a party to the FA but not to the SPA, before the Court of Salzburg in Austria based on the jurisdictional clause of the FA. Mr. Gobbetti appealed the ruling of the arbitral tribunal on December 2, 2024 before the Court of Appeals of Milan, Italy (the “Court of Appeals”) arguing that the ruling is null and void. According to Mr. Gobbetti, the arbitral tribunal did not grant him appropriate defense rights under the Italian Civil Code and did not fully address the merits of his claims, despite acknowledging jurisdiction. Mr. Gobbetti asked the Court of Appeals to directly sentence DSI to pay the € 7 million, plus damages of € 21 million. DSI must submit its defense by March 20, 2025. 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, although the Company may elect to settle certain litigation matters, but there can be no assurance that the Company will be successful in any defense or that matters can be settled on terms favorable to the Company. If any of the lawsuits are decided adversely, the Company may be liable for significant damages directly or under its indemnification obligations, which could adversely affect the Company’s business, results of operations and cash flows. At this stage, the Company has accrued losses which are deemed probable, along with related insurance receivables, but the Company is unable to assess whether any incremental material loss or adverse effect is reasonably possible as a result of these lawsuits or estimate the range of any potential loss. The Internal Revenue Service (“IRS”) is conducting an examination of the Company’s U.S. federal income tax returns for the tax years 2015 and 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 proposed adjustment, if sustained, would also result in a loss of foreign tax credits carried forward to later tax years. The Company believes that it accurately reported the federal income tax consequences of the internal restructuring and stock redemption in its tax returns and in April 2024, submitted an administrative protest with the IRS Independent Office of Appeals contesting the examination team’s proposed adjustments. The IRS examination team provided the Company with a rebuttal to the Company’s administrative protest during August 2024 and informed the Company that the dispute would be forwarded to the IRS Independent Office of Appeals. The General Public Prosecutor’s Office Frankfurt am Main is investigating a series of intercompany loans implemented in 2016 and 2017 as part of the post-merger integration activities of DENTSPLY International Inc. and Sirona Dental Systems, Inc. The Company is cooperating with the investigation. The Company believes that the transactions at issue complied with all applicable German laws. No charges have been filed against the Company or any individuals. The Company intends to vigorously defend its positions and pursue related appeals in the above-described pending matters and believes it is more likely than not that its positions will be sustained, although the Company may elect to settle certain matters. Unless otherwise disclosed herein, the Company has not accrued losses for these matters because the Company does 135 not believe the risk of loss is probable and cannot estimate the range of any potential loss with any reasonable degree of accuracy. 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 as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, divested businesses. Some of these lawsuits may include claims for punitive and consequential, as well as compensatory, damages. Except as otherwise noted, the Company generally cannot predict what the eventual outcome of the above-described pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter may be. 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. 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, 2024, non-cancelable purchase commitments were as follows: (in millions) 2025 $ 194 2026 69 2027 43 2028 40 2029 — Thereafter — Total $ 346 The table above includes commitments under the Company’s agreement with a cloud services provider supporting the Company’s digital platform which requires minimum purchases totaling $ 85 million through 2028. Off-Balance Sheet Arrangements As of December 31, 2024, the Company had no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s 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 the Company’s products and services, the Company indemnifies certain parties, including customers, vendors, lessors, services providers, and others, with respect to certain matters, including, but not limited to, services to be provided by or for the Company, and intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their 136 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 of indemnification under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Additionally, the Company has a limited history of prior indemnification claims, and the payments made under such agreements have not had a material effect on the Company’s results of operations, cash flows or financial position. Except as noted in the “Contingencies” section herein, as of December 31, 2024, the Company 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 the Company could be significant and could have a material adverse effect on the Company’s results of operations or cash flows in a particular period. SCHEDULE II DENTSPLY SIRONA INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, and 2022 Additions Description Balance at Beginning of Period Charged 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, 2022 $ 13 $ 7 $ ( 2 ) $ ( 3 ) $ ( 1 ) $ 14 2023 14 6 ( 1 ) ( 3 ) 1 17 2024 17 14 ( 9 ) ( 6 ) ( 2 ) 14 Inventory valuation reserve: For the Year Ended December 31, 2022 $ 86 $ 20 $ — $ ( 17 ) $ ( 7 ) $ 82 2023 82 39 — ( 18 ) 4 107 2024 107 26 — ( 22 ) ( 13 ) 98 Deferred tax asset valuation allowance: For the Year Ended December 31, 2022 (a) $ 267 $ 3 $ 382 $ ( 1 ) $ ( 6 ) $ 645 2023 645 279 4 ( 70 ) 5 863 2024 863 691 — ( 39 ) ( 12 ) 1,503 (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. 137 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.