Dentsply International (XRAY) reported $936 million in revenue for the quarter ended June 2025, representing a year-over-year decline of 4.9%. EPS of $0.52 for the same period compares to $0.49 a year ago. Here is how Dentsply performed in the just reported quarter in terms of the metrics most widely monitored and projected by Wall Street analysts: View all Key Company Metrics for Dentsply here>>> Shares of Dentsply have returned -17.4% over the past month versus the Zacks S&P 500 composite's +1.2% change. ...

Financial Data and Key Metrics Changes - Global sales for Q2 were $936 million, a decrease of 5% as reported or a negative 7% on a constant currency basis, with adjusted EBITDA margin at 21%, increasing 360 basis points year-over-year [13][20][21] - Adjusted earnings per share were $0.52, growing 7% compared to the prior year, driven primarily by active cost reduction programs [14][21] - Cash flow from operations was $48 million for the quarter, with a net debt to EBITDA ratio of 3.1 times [22][21] Business Line Data and Key Metrics Changes - EDS (Endo, Resto, and preventative products) saw a constant currency sales increase of 1.1%, while OIS (Orthodontic and Implant Solutions) sales declined 19.4% due to lower lab volumes globally [23][24] - CTS (Connected Technology Solutions) sales fell 5.9% in constant currency, with double-digit growth in imaging in Europe offset by declines in CADCAM and imaging in the U.S. [24] - Wellspect Healthcare sales declined 2.5%, impacted by prior year dealer stocking orders [25] Market Data and Key Metrics Changes - U.S. sales in Q2 were $293 million, down 18% in total or 11% excluding the BiTE impact, primarily due to softness in connected technology solutions and orthodontic and implant solutions [15] - European sales were approximately flat year-over-year, with Germany showing growth driven by CTS and SureSmile, which was up over 27% [16] - Rest of world sales were $239 million, up slightly year-over-year, with growth in essential dental solutions and SureSmile [16] Company Strategy and Development Direction - The company aims to enhance customer experience and support through simplified interactions and increased strategic investments [11][12] - Focus on innovation and speed to market is emphasized, with the DS Core platform gaining traction among users [11][12] - The company plans to streamline operations to unlock value and reduce costs, redirecting funds into sustained profitable growth [12][27] Management's Comments on Operating Environment and Future Outlook - Management noted that global patient volumes and procedures remained largely unchanged, with a focus on long-term strategies rather than short-term fluctuations [31][32] - The company maintains its full-year 2025 outlook for sales, adjusted EBITDA margin, and adjusted EPS despite current challenges [25][27] - Management is cautious about the impact of tariffs, with an updated annualized impact now estimated at $80 million [48][49] Other Important Information - A non-cash after-tax charge of approximately $214 million was recorded related to the impairment of goodwill and other intangible assets [21] - The company completed a $550 million hybrid bond offering in Q2, enhancing financial flexibility [22] Q&A Session Summary Question: Overview of the broader dental market - Management indicated that patient volumes remain stable, but procedural utilization in elective areas like implants and ortho continues to be soft, with a focus on long-term strategies [30][31] Question: Distributor stock dynamics - Management noted no significant revenue impact from distributor stock changes, with healthy positions in imaging and CADCAM [34][35] Question: Motivation for joining Dentsply - The new CEO expressed a desire to apply operational experience and execution strategies learned from previous roles to enhance Dentsply's performance [38][39] Question: Performance of implants - Management highlighted a decline in premium implants due to shifts from legacy brands, with expectations for growth driven by sales force changes and new consumer experiences [41][44] Question: Tariff assumptions - The annualized impact of tariffs has increased to about $80 million, with ongoing efforts to mitigate costs through supply chain efficiencies [47][48] Question: Adjustments on BiTE - A $4 million adjustment was noted for BiTE in Q2, with no further changes anticipated for the second half of the year [51] Question: Portfolio assessment and growth strategy - Management believes there are no major gaps in the portfolio, focusing on organic growth while remaining open to opportunistic acquisitions [56][58] Question: Confidence in value implants - Management acknowledged challenges in the value implant segment due to Middle East volatility but expects performance to improve in the second half of the year [88][89]

Financial Data and Key Metrics Changes - Global sales for Q2 were $936 million, a decrease of 5% as reported or a negative 7% on a constant currency basis, with adjusted EBITDA margin at 21%, increasing 360 basis points year-over-year [12][20] - Adjusted earnings per share were $0.52, growing 7% compared to the prior year, driven primarily by active cost reduction programs [12][20] - Cash flow from operations was $48 million for the quarter, a decline from $28 million in the prior year quarter [21] Business Line Data and Key Metrics Changes - EDS (Endo, Resto, and preventative products) sales increased 1.1% on a constant currency basis, with growth in the rest of the world, but lower volumes in Europe and the US [22] - OIS (Orthodontic and Implant Solutions) sales declined 19.4% in constant currency, with BiTE accounting for over half of the decline [22] - CTS (Connected Technology Solutions) sales fell 5.9% in constant currency, with double-digit growth in imaging in Europe offset by declines in CADCAM and imaging in the US [22] Market Data and Key Metrics Changes - US sales in Q2 were $293 million, down 18% in total or 11% excluding the BiTE impact, primarily driven by softness in connected technology solutions and orthodontic and implant solutions [14] - European sales were approximately $400 million, flat compared to Q2 of the prior year, with Germany showing growth driven by CTS and SureSmile, which was up over 27% [15] - Rest of world sales were $239 million, slightly up versus the prior year, with growth in essential dental solutions and SureSmile up double digits [15] Company Strategy and Development Direction - The company aims to enhance customer experience and support through simplified interactions and increased strategic investments [10] - Focus on innovation and speed to market, with a goal to shape the future of markets by partnering with practitioners [10] - The DS Core platform is a critical element of the strategy, with 50,000 unique users and increasing connected devices and lab orders processed [10] Management's Comments on Operating Environment and Future Outlook - Management noted that global patient volumes and procedures remained largely unchanged, with a focus on long-term strategies rather than short-term market fluctuations [32] - The company is maintaining its full-year 2025 outlook for sales, adjusted EBITDA margin, and adjusted EPS despite current challenges [26] - Management emphasized the importance of focusing on customer needs and improving execution to drive growth [95] Other Important Information - The company recorded a non-cash after-tax charge of approximately $214 million related to the impairment of goodwill and other intangible assets within the OIS and CCS segments [20] - The company completed a $550 million hybrid bond offering in Q2, enhancing financial flexibility [21] Q&A Session Summary Question: Overview of the broader dental market - Management indicated that patient volumes remain stable, but procedural utilization in elective areas like implants and ortho continues to be soft, with a focus on long-term strategies [31] Question: Distributor stock dynamics - Management noted no significant revenue impact from distributor stock changes, with healthy positions in imaging and CADCAM [34] Question: Motivation for joining Dentsply - The new CEO expressed interest in applying operational experience to enhance Dentsply's performance and accelerate growth [39] Question: Performance of implants - Management reported a decline in premium implants due to the transition from legacy brands, with expectations for growth driven by sales force changes and new consumer experiences [43] Question: Tariff assumptions - The annualized impact of tariffs has increased from $50 million to $80 million, with ongoing efforts to mitigate costs through supply chain efficiencies [48] Question: Adjustments on BiTE - A $4 million adjustment was noted for BiTE in Q2, with no further changes anticipated for the second half of the year [52] Question: Portfolio assessment - The CEO believes Dentsply is well-positioned in the market, with a focus on organic growth while remaining open to opportunistic acquisitions [58] Question: Market share dynamics in implants - Management acknowledged challenges in the value implant segment due to Middle East volatility but expects stronger performance in the second half of the year [90]

PART I [Item 1 – Financial Statements (Unaudited)](index=4&type=section&id=Item%201%20Financial%20Statements%20%28unaudited%29) This section presents the unaudited interim consolidated financial statements for DENTSPLY SIRONA Inc. and its subsidiaries, including statements of operations, comprehensive income (loss), balance sheets, changes in equity, and cash flows, along with detailed notes explaining the basis of presentation, accounting policies, segment information, and other financial disclosures [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the company's financial performance, including net sales, gross profit, operating income, and net income for the specified periods Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | % Change | | :----------------------------------- | :------------------ | :------------------ | :------------------- | :------- | | Net sales | $936 | $984 | $(48) | -4.9% | | Gross profit | $490 | $511 | $(21) | -4.1% | | Operating (loss) income | $(128) | $50 | $(178) | -356.0% | | Net (loss) income | $(44) | $(4) | $(40) | -1000.0% | | Net (loss) income attributable to Dentsply Sirona | $(45) | $(4) | $(41) | -1025.0% | | Basic (loss) earnings per common share | $(0.22) | $(0.02) | $(0.20) | -1000.0% | | Diluted (loss) earnings per common share | $(0.22) | $(0.02) | $(0.20) | -1000.0% | Consolidated Statements of Operations (Six Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | % Change | | :----------------------------------- | :------------------ | :------------------ | :------------------- | :------- | | Net sales | $1,815 | $1,937 | $(122) | -6.3% | | Gross profit | $956 | $1,017 | $(61) | -6.0% | | Operating (loss) income | $(65) | $92 | $(157) | -170.7% | | Net (loss) income | $(25) | $13 | $(38) | -292.3% | | Net (loss) income attributable to Dentsply Sirona | $(25) | $14 | $(39) | -278.6% | | Basic (loss) earnings per common share | $(0.13) | $0.07 | $(0.20) | -285.7% | | Diluted (loss) earnings per common share | $(0.13) | $0.07 | $(0.20) | -285.7% | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) This section presents the total comprehensive income or loss, including net income and other comprehensive income items like foreign currency translation adjustments Consolidated Statements of Comprehensive Income (Loss) (Three Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | | :------------------------------------------------ | :------------------ | :------------------ | :------------------- | | Net (loss) income | $(44) | $(4) | $(40) | | Foreign currency translation gain (loss) | $106 | $(10) | $116 | | Net (loss) gain on derivative financial instruments | $(88) | $(1) | $(87) | | Total other comprehensive income (loss), net of tax | $18 | $(11) | $29 | | Total comprehensive (loss) income | $(26) | $(15) | $(11) | | Total comprehensive (loss) income attributable to Dentsply Sirona | $(27) | $(15) | $(12) | Consolidated Statements of Comprehensive Income (Loss) (Six Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | Change (in millions) | | :------------------------------------------------ | :------------------ | :------------------ | :------------------- | | Net (loss) income | $(25) | $13 | $(38) | | Foreign currency translation gain (loss) | $193 | $(72) | $265 | | Net (loss) gain on derivative financial instruments | $(104) | $31 | $(135) | | Total other comprehensive income (loss), net of tax | $89 | $(41) | $130 | | Total comprehensive (loss) income | $64 | $(28) | $92 | | Total comprehensive (loss) income attributable to Dentsply Sirona | $64 | $(27) | $91 | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Consolidated Balance Sheets (Selected Items) | Asset/Liability/Equity | June 30, 2025 (in millions) | December 31, 2024 (in millions) | Change (in millions) | | :-------------------------------- | :--------------------------- | :------------------------------ | :------------------- | | Cash and cash equivalents | $359 | $272 | $87 | | Total Current Assets | $1,966 | $1,746 | $220 | | Total Assets | $6,069 | $5,753 | $316 | | Total Current Liabilities | $1,166 | $1,589 | $(423) | | Long-term debt | $2,218 | $1,586 | $632 | | Total Liabilities | $4,108 | $3,810 | $298 | | Total Dentsply Sirona Equity | $1,960 | $1,942 | $18 | | Total Equity | $1,961 | $1,943 | $18 | [Consolidated Statements of Changes in Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) This section outlines the changes in the company's equity components over the reporting periods, including net loss, comprehensive income, and dividends - For the six months ended June 30, 2025, Dentsply Sirona's total equity increased by **$18 million** to **$1,961 million**. Key changes included a net loss of **$45 million**, other comprehensive income of **$18 million**, stock-based compensation expense of **$9 million**, and cash dividends declared of **$32 million**[16](index=16&type=chunk) - For the six months ended June 30, 2024, total equity increased by **$3,064 million**. Key changes included a net loss of **$4 million**, other comprehensive loss of **$11 million**, stock-based compensation expense of **$12 million**, treasury shares purchased of **$152 million**, and cash dividends declared of **$34 million**[17](index=17&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section reports on the cash generated and used by the company across its operating, investing, and financing activities Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2025 (in millions) | 2024 (in millions) | Change (in millions) | | :-------------------------------- | :------------------ | :------------------ | :------------------- | | Net cash provided by operating activities | $55 | $233 | $(178) | | Net cash used in investing activities | $(51) | $(93) | $42 | | Net cash provided by (used in) financing activities | $55 | $(185) | $240 | | Effect of exchange rate changes on cash and cash equivalents | $28 | $(10) | $38 | | Net increase (decrease) in cash and cash equivalents | $87 | $(55) | $142 | | Cash and cash equivalents at end of period | $359 | $279 | $80 | [Notes to Unaudited Interim Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Interim%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the interim consolidated financial statements [NOTE 1 – Business and Basis of Presentation](index=10&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20AND%20BASIS%20OF%20PRESENTATION) This note describes the company's business and the accounting principles used in preparing the interim financial statements - The unaudited interim consolidated financial statements are prepared in accordance with US GAAP and SEC rules, including normal recurring adjustments. They should be read in conjunction with the 2024 Form 10-K[20](index=20&type=chunk) - The Company adopted ASU No. 2023-09 (Income Tax Disclosures) as of January 1, 2025, impacting annual disclosures but not results of operations, financial position, or cash flows[22](index=22&type=chunk) - The Company's business is subject to seasonality, with sales generally stronger in the second and fourth quarters and weaker in the first and third quarters due to factors like dental tradeshows, patient traffic, tax planning, and holidays[25](index=25&type=chunk) [NOTE 2 – Revenue Recognition](index=11&type=section&id=NOTE%202%20-%20REVENUE%20RECOGNITION) This note details the company's policies for recognizing revenue from its various product categories and geographic regions - Revenues are primarily derived from the sale of dental equipment and dental/healthcare consumable products, measured as the consideration expected in exchange for goods/services[26](index=26&type=chunk) Net Sales by Product Category (Three Months Ended June 30) | Product Category | 2025 (in millions) | 2024 (in millions) | | :-------------------------- | :------------------ | :------------------ | | Connected Technology Solutions | $243 | $253 | | Essential Dental Solutions | $387 | $375 | | Orthodontic and Implant Solutions | $226 | $276 | | Wellspect Healthcare | $80 | $80 | | Total net sales | $936 | $984 | Net Sales by Geographic Region (Three Months Ended June 30) | Geographic Region | 2025 (in millions) | 2024 (in millions) | | :------------------ | :------------------ | :------------------ | | United States | $293 | $360 | | Europe | $404 | $387 | | Rest of World | $239 | $237 | | Total net sales | $936 | $984 | - Deferred revenue, primarily from advanced billings for orthodontic aligner treatments and loyalty points, totaled **$109 million** (Accrued liabilities) and **$36 million** (Other noncurrent liabilities) at June 30, 2025. The Company recognized **$29 million** and **$70 million** of previously deferred net sales during the three and six months ended June 30, 2025, respectively[29](index=29&type=chunk) [NOTE 3 – Stock-Based Compensation](index=12&type=section&id=NOTE%203%20%E2%80%93%20STOCK-BASED%20COMPENSATION) This note outlines the expenses related to stock-based compensation plans, categorized by their impact on the cost of products sold and operating expenses Stock-Based Compensation Expense (Three Months Ended June 30) | Expense Category | 2025 (in millions) | 2024 (in millions) | | :-------------------------------- | :------------------ | :------------------ | | Cost of products sold | $0 | $1 | | Selling, general, and administrative expense | $8 | $10 | | Research and development expense | $1 | $1 | | Total stock-based compensation expense | $9 | $12 | Stock-Based Compensation Expense (Six Months Ended June 30) | Expense Category | 2025 (in millions) | 2024 (in millions) | | :-------------------------------- | :------------------ | :------------------ | | Cost of products sold | $1 | $2 | | Selling, general, and administrative expense | $17 | $20 | | Research and development expense | $1 | $1 | | Total stock-based compensation expense | $19 | $23 | [NOTE 4 – Comprehensive Loss](index=13&type=section&id=NOTE%204%20%E2%80%93%20COMPREHENSIVE%20LOSS) This note details the components of accumulated other comprehensive loss, including foreign currency translation adjustments and derivative financial instruments - Accumulated other comprehensive loss (AOCI), net of tax, decreased from **$(730) million** at December 31, 2024, to **$(641) million** at June 30, 2025, primarily due to a **$106 million** foreign currency translation gain and an **$(88) million** net loss on derivative financial instruments for the three months ended June 30, 2025[32](index=32&type=chunk)[33](index=33&type=chunk) - Cumulative foreign currency translation adjustments included translation losses of **$275 million** at June 30, 2025, a significant improvement from **$552 million** at December 31, 2024[34](index=34&type=chunk) [NOTE 5 – (Loss) Earnings Per Common Share](index=15&type=section&id=NOTE%205%20%E2%80%93%20%28LOSS%29%20EARNINGS%20PER%20COMMON%20SHARE) This note presents the basic and diluted loss or earnings per common share, reflecting the company's profitability on a per-share basis Basic and Diluted (Loss) Earnings Per Common Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------------ | :---- | :---- | | Net (loss) income attributable to Dentsply Sirona (in millions) | $(45) | $(4) | | Weighted average common shares outstanding (in millions) | 199.3 | 205.6 | | Basic (loss) earnings per common share | $(0.22) | $(0.02) | | Diluted (loss) earnings per common share | $(0.22) | $(0.02) | Basic and Diluted (Loss) Earnings Per Common Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------------ | :---- | :---- | | Net (loss) income attributable to Dentsply Sirona (in millions) | $(25) | $14 | | Weighted average common shares outstanding (in millions) | 199.2 | 206.5 | | Basic (loss) earnings per common share | $(0.13) | $0.07 | | Diluted (loss) earnings per common share | $(0.13) | $0.07 | [NOTE 6 – Segment Information](index=15&type=section&id=NOTE%206%20%E2%80%93%20SEGMENT%20INFORMATION) This note provides financial data for the company's operating segments, including net sales and adjusted operating income - The Company operates in four reportable segments: Connected Technology Solutions, Essential Dental Solutions, Orthodontic and Implant Solutions, and Wellspect Healthcare[37](index=37&type=chunk) Segment Net Sales (Three Months Ended June 30) | Segment | 2025 (in millions) | 2024 (in millions) | | :-------------------------------- | :------------------ | :------------------ | | Connected Technology Solutions | $243 | $253 | | Essential Dental Solutions | $387 | $375 | | Orthodontic and Implant Solutions | $226 | $276 | | Wellspect Healthcare | $80 | $80 | | Total Net Sales | $936 | $984 | Segment Adjusted Operating Income (Three Months Ended June 30) | Segment | 2025 (in millions) | 2024 (in millions) | | :-------------------------------- | :------------------ | :------------------ | | Connected Technology Solutions | $12 | $3 | | Essential Dental Solutions | $151 | $125 | | Orthodontic and Implant Solutions | $45 | $42 | | Wellspect Healthcare | $25 | $24 | [NOTE 7 – Inventories](index=20&type=section&id=NOTE%207%20%E2%80%93%20INVENTORIES) This note details the composition of the company's inventories, including raw materials, work-in-process, and finished goods Inventories, Net (in millions) | Category | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------- | :---------------- | | Raw materials and supplies | $198 | $172 | | Work-in-process | $88 | $72 | | Finished goods | $389 | $320 | | Inventories, net | $675 | $564 | - The Company's inventory reserve increased from **$98 million** at December 31, 2024, to **$103 million** at June 30, 2025[50](index=50&type=chunk) [NOTE 8 – Restructuring and Other Costs](index=20&type=section&id=NOTE%208%20%E2%80%93%20RESTRUCTURING%20AND%20OTHER%20COSTS) This note outlines the costs associated with the company's restructuring plans, including workforce reductions and operational improvements Total Restructuring and Other Costs (in millions) | Period | 2025 | 2024 | | :-------------------------- | :---- | :---- | | Three Months Ended June 30 | $4 | $23 | | Six Months Ended June 30 | $14 | $27 | - The 2024 Plan, approved on July 29, 2024, aims to improve operational performance and stockholder value, anticipating a **2% to 4% global workforce reduction** and expected to be substantially completed by end of 2025. **$30 million** in restructuring charges have been incurred since inception, primarily for employee transition and severance[52](index=52&type=chunk) - The 2023 Plan's annual cost savings target of **$200 million** has been substantially met, with **$86 million** in restructuring charges incurred since inception, primarily for employee transition, severance, and facility closure costs[53](index=53&type=chunk) [NOTE 9 – Financial Instruments and Derivatives](index=21&type=section&id=NOTE%209%20%E2%80%93%20FINANCIAL%20INSTRUMENTS%20AND%20DERIVATIVES) This note describes the company's use of derivative financial instruments to manage foreign currency and interest rate risks - The Company uses derivative financial instruments to hedge foreign currency exchange rates and interest rates, including hedges of net investments (foreign exchange forward contracts, cross currency basis swaps) and fair value hedges (interest rate swaps)[55](index=55&type=chunk)[57](index=57&type=chunk)[61](index=61&type=chunk) Aggregate Notional Amounts of Derivative Instruments (June 30, 2025) | Derivative Type | Aggregate Notional Amount (in millions) | Amount Maturing within 12 Months (in millions) | | :------------------------------------------------ | :------------------------------------- | :-------------------------------------------- | | Hedges of Net Investments: Foreign exchange forward contracts | $898 | $220 | | Hedges of Net Investments: Cross currency basis swaps | $315 | $0 | | Fair Value Hedges: Interest rate swaps | $150 | $0 | | Derivative Instruments not Designated as Hedges: Foreign exchange forward contracts | $572 | $572 | - On July 1, 2025, the Company entered into **$1.1 billion** in USD to CHF cross-currency basis swaps designated as hedges of net investments, with maturities ranging from 5 to 10 years[63](index=63&type=chunk)[64](index=64&type=chunk) [NOTE 10 – Fair Value Measurement](index=28&type=section&id=NOTE%2010%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENT) This note provides information on the fair value of the company's financial assets and liabilities, including debt and derivative instruments - The estimated fair value of the Company's total debt was **$2,329 million** at June 30, 2025, compared to a carrying value of **$2,402 million**. This is considered a Level 2 fair value measurement[73](index=73&type=chunk) Financial Assets and Liabilities Measured at Fair Value (June 30, 2025) | Category | Total (in millions) | Level 2 (in millions) | | :-------------------------- | :------------------ | :------------------ | | Assets: Foreign exchange forward contracts | $4 | $4 | | Liabilities: Interest rate swaps | $15 | $15 | | Liabilities: Cross currency basis swaps | $11 | $11 | | Liabilities: Foreign exchange forward contracts | $99 | $99 | [NOTE 11 – Income Taxes](index=29&type=section&id=NOTE%2011%20%E2%80%93%20INCOME%20TAXES) This note explains the company's effective income tax rates and the factors influencing them for the reporting periods Effective Tax Rates | Period | 2025 | 2024 | | :-------------------------- | :---- | :---- | | Three Months Ended June 30 | 71.2% | 114.4% | | Six Months Ended June 30 | 76.9% | 81.2% | - The decrease in the effective tax rate is primarily due to additional impairments recorded in the three and six months ended June 30, 2025[76](index=76&type=chunk) [NOTE 12 – Financing Arrangements](index=29&type=section&id=NOTE%2012%20%E2%80%93%20FINANCING%20ARRANGEMENTS) This note details the company's credit facilities, debt issuances, and compliance with debt covenants - The Company has a **$700 million** multi-currency revolving facility expiring May 2028 and a **$700 million** commercial paper program, with no outstanding borrowings under either at June 30, 2025[77](index=77&type=chunk)[79](index=79&type=chunk) - On March 19, 2025, the Company entered into a **$435 million** 364-day Bridge Loan Facility, which was fully repaid on June 12, 2025, using proceeds from the issuance of **$550 million** aggregate principal amount of 8.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055[78](index=78&type=chunk) - Debt covenants were amended on June 3, 2025, to establish a senior debt to capitalization ratio limit of **0.6** and increase the maximum consolidated leverage ratio to **0.65**. The Company was in compliance with these covenants at June 30, 2025[80](index=80&type=chunk) [NOTE 13 – Goodwill and Intangible Assets](index=29&type=section&id=NOTE%2013%20%E2%80%93%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) This note discusses goodwill and intangible asset impairment charges, their causes, and the remaining carrying values by segment - The Company recorded a pre-tax goodwill impairment charge of **$156 million** for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment as of June 30, 2025. This was driven by tariffs and lower projected volumes due to competitive pressures[83](index=83&type=chunk) - Pre-tax intangible asset impairment charges of **$79 million** were recorded as of June 30, 2025, including **$64 million** in Connected Technology Solutions and **$15 million** in Implant & Prosthetic Solutions. This was due to tariffs reducing royalty rates and lower volumes for premium equipment and implant products[84](index=84&type=chunk) Goodwill, Net by Reportable Segment (in millions) | Segment | December 31, 2024 | June 30, 2025 | | :-------------------------------- | :------------------ | :------------------ | | Connected Technology Solutions | $0 | $0 | | Essential Dental Solutions | $829 | $860 | | Orthodontic and Implant Solutions | $503 | $376 | | Wellspect Healthcare | $265 | $292 | | Total Goodwill, net | $1,597 | $1,528 | - Remaining goodwill for the Implant & Prosthetic Solutions reporting unit was **$376 million** at June 30, 2025. Fair values of certain indefinite-lived intangible assets in Connected Technology Solutions and Orthodontic and Implant Solutions segments continued to approximate carrying values, with a risk of future material impairments if key assumptions decline[85](index=85&type=chunk)[86](index=86&type=chunk) [NOTE 14 – Commitments and Contingencies](index=32&type=section&id=NOTE%2014%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's legal proceedings, tax examinations, and non-cancelable purchase commitments - A putative class action filed in 2018 regarding alleged securities law violations related to the 2016 merger and distributor inventory was preliminarily settled for **$84 million** in January 2025, with an offsetting insurance receivable of approximately **$78 million**[88](index=88&type=chunk) - Multiple securities litigation and stockholder derivative suits (e.g., City of Miami, San Antonio Fire and Police Pension Fund, Presura, Snee, Manfre, North Collier, O'Connor, Andreotti) are ongoing, alleging false/misleading statements regarding revenue recognition, distributor rebate programs, and the performance of the Byte aligners business. Several derivative litigations have been consolidated and stayed[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - An arbitration claim by Mr. Carlo Gobbetti for **€28 million** was rejected by the arbitral tribunal on July 22, 2024, but Mr. Gobbetti appealed the ruling to the Court of Appeals of Milan on December 2, 2024. A final hearing is scheduled for February 11, 2026[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - The IRS is examining the Company's U.S. federal income tax returns for 2015 and 2016, proposing an adjustment related to a 2016 internal reorganization and stock redemption that could result in additional federal income taxes and loss of foreign tax credits. The Company is contesting this[107](index=107&type=chunk) Non-Cancelable Purchase Commitments (in millions) | Year | Amount | | :--- | :----- | | 2025 | $94 | | 2026 | $107 | | 2027 | $66 | | 2028 | $43 | | Total | $310 | [Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, including an overview of its business segments, the impact of macroeconomic and geopolitical factors, detailed analysis of net sales, gross profit, operating expenses, and segment performance, as well as critical accounting estimates, liquidity, capital resources, and restructuring plans [Company Profile](index=37&type=section&id=Company%20Profile) This section introduces DENTSPLY SIRONA Inc. as a leading global manufacturer of professional dental products and technologies - DENTSPLY SIRONA Inc. is the world's largest diversified manufacturer of professional dental products and technologies, with a **138-year history of innovation**. It develops, manufactures, and markets comprehensive solutions including dental equipment, products, and healthcare consumable products[119](index=119&type=chunk) [Business Overview](index=37&type=section&id=BUSINESS) This section describes the company's reportable segments and discusses the impact of global economic and geopolitical factors on its operations - The Company's four reportable segments are: Connected Technology Solutions (dental technology, equipment, CAD/CAM), Essential Dental Solutions (endodontic, restorative, preventive consumables), Orthodontic and Implant Solutions (digital implant systems, aligners), and Wellspect Healthcare (continence care solutions)[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - Global economic conditions, including inflation, trade policies, and geopolitical events, are expected to weigh on growth. Germany, representing **11% of sales**, experienced a recession in 2023-2024, impacting equipment sales[125](index=125&type=chunk)[126](index=126&type=chunk) - Tariffs, particularly from the U.S. on goods from Europe and other specified nations, could increase import costs. The Company is implementing competitive pricing and evaluating sourcing options to mitigate impacts[127](index=127&type=chunk)[128](index=128&type=chunk) - Geopolitical conflicts in the Middle East and Russia-Ukraine have not materially impacted overall operations, but Turkey's import restrictions on Israeli-made products affect the Implant & Prosthetic Solutions unit. Restrictions on cash repatriation from Russia continue to pose challenges[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - The Company issued a one-year notice of non-renewal for its non-exclusive distribution agreements with Patterson Companies, Inc. for dental equipment in the U.S. and Canada, with ongoing discussions for new agreements[135](index=135&type=chunk) [Results of Operations (Three and Six Months Ended June 30, 2025 vs. 2024)](index=40&type=section&id=RESULTS%20OF%20OPERATIONS%2C%20THREE%20AND%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202025%20COMPARED%20TO%20THREE%20AND%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202024) This section analyzes the company's financial performance, including net sales, gross profit, and operating expenses, for the three and six months ended June 30 Net Sales Performance (Three Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | $ Change | % Change | Constant Currency % Change | | :-------------------------- | :------------------ | :------------------ | :------- | :------- | :------------------------- | | Total Net Sales | $936 | $984 | $(48) | -4.9% | -6.7% | | Connected Technology Solutions | $243 | $253 | $(10) | -3.8% | -5.9% | | Essential Dental Solutions | $387 | $375 | $12 | 2.9% | 1.1% | | Orthodontic and Implant Solutions | $226 | $276 | $(50) | -18.1% | -19.4% | | Wellspect Healthcare | $80 | $80 | $0 | 1.2% | -2.5% | - Overall net sales decreased on a constant currency basis for both periods, primarily due to lower volumes in Orthodontic and Implant Solutions (suspension of Byte sales) and reduced CAD/CAM, imaging, and implants/prosthetics products, partially offset by growth in Essential Dental Solutions[140](index=140&type=chunk) Gross Profit and Operating Expenses (Three Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | $ Change | % Change | | :----------------------------------- | :------------------ | :------------------ | :------- | :------- | | Gross profit | $490 | $511 | $(21) | -4.0% | | Gross profit as a percentage of net sales | 52.4% | 51.9% | 50 bps | - | | SG&A expenses | $342 | $399 | $(57) | -14.5% | | R&D expenses | $37 | $41 | $(4) | -8.6% | | Goodwill and intangible asset impairments | $235 | $0 | $235 | NM | | Restructuring and other costs | $4 | $21 | $(17) | NM | - SG&A expenses decreased due to lower headcount and advertising costs for Byte products, as well as restructuring and cost-saving initiatives. R&D expenses decreased as the Company maintains a disciplined investment approach, targeting at least **4% of annual net sales**[164](index=164&type=chunk)[165](index=165&type=chunk) - Interest expense, net, increased for both periods due to a higher average carrying balance of total borrowings[178](index=178&type=chunk) - The effective income tax rate decreased for both periods, primarily driven by additional impairment charges recorded in 2025[181](index=181&type=chunk) [Critical Accounting Estimates](index=47&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section discusses key accounting estimates, particularly those related to goodwill and intangible asset impairment testing - Goodwill and indefinite-lived intangible assets are tested for impairment annually (April 1) or more frequently if indicators arise. The Company recorded a **$156 million** goodwill impairment and **$79 million** intangible asset impairment as of June 30, 2025, primarily due to tariffs, lower projected volumes, and competitive pressures[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk) - Fair values of certain indefinite-lived intangible assets in Connected Technology Solutions and Orthodontic and Implant Solutions segments continued to approximate carrying values at June 30, 2025, indicating a risk of additional material impairments if key assumptions (e.g., discount rate, revenues, margins) decline further[187](index=187&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section analyzes the company's cash flow activities, debt levels, and share repurchase authorization - Net cash provided by operating activities decreased by **$178 million** for the six months ended June 30, 2025, primarily due to lower net sales and changes in working capital (higher accounts receivable and inventory build)[189](index=189&type=chunk) - Net cash used in investing activities decreased by **$42 million**, driven by lower capital expenditures (**$35 million** decrease) and reduced cash paid on derivative settlements[190](index=190&type=chunk) - Net cash provided by financing activities increased by **$240 million**, mainly due to proceeds from the issuance of **$550 million** in Notes, partially offset by repayments of the Bridge Loan Facility and commercial paper[191](index=191&type=chunk)[192](index=192&type=chunk) Total Net Debt to Total Capitalization Ratio | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :--------------------------- | :------------------------------ | | Net debt | $2,043 | $1,863 | | Total equity | $1,961 | $1,943 | | Total capitalization | $4,004 | $3,806 | | Total net debt to total capitalization ratio | 51.0% | 48.9% | - The Company had **$1.19 billion** remaining authorization for share repurchases at June 30, 2025, following a **$1.0 billion** increase approved in November 2023[193](index=193&type=chunk) [Restructuring Plans](index=50&type=section&id=Restructuring%20Plans) This section provides updates on the company's 2024 and 2023 restructuring plans, including cost savings targets and incurred charges - The 2024 Plan, approved July 29, 2024, aims for **$80 million to $100 million** in annual cost savings and a **2% to 4% global workforce reduction**, with **$30 million** in charges incurred by June 30, 2025[200](index=200&type=chunk)[201](index=201&type=chunk) - The 2023 Plan's **$200 million** annual cost savings target has been substantially met, with **$86 million** in restructuring charges and **$20 million** in other non-recurring costs incurred through 2024[202](index=202&type=chunk) [New Accounting Pronouncements](index=50&type=section&id=NEW%20ACCOUNTING%20PRONOUNCEMENTS) This section directs readers to Note 1 for details on recently adopted and not yet adopted accounting pronouncements - Refer to Note 1 for a discussion of recently adopted and not yet adopted accounting pronouncements[204](index=204&type=chunk) [Item 3 – Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no material changes to the Company's quantitative and qualitative disclosures about market risk since its 2024 Form 10-K filing - No material changes to market risk disclosures from the 2024 Form 10-K[205](index=205&type=chunk) [Item 4 – Controls and Procedures](index=51&type=section&id=Item%204%20Controls%20and%20Procedures) This section details the effectiveness of the Company's disclosure controls and procedures and outlines changes in internal control over financial reporting, particularly concerning the ongoing implementation of a new ERP system - The Company's disclosure controls and procedures were deemed effective as of June 30, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[206](index=206&type=chunk) - The Company is implementing a new global ERP system in phases over several years, which necessitates ongoing updates to internal control over financial reporting to accommodate business process and accounting procedure modifications[207](index=207&type=chunk)[208](index=208&type=chunk) PART II [Item 1 – Legal Proceedings](index=52&type=section&id=Item%201%20Legal%20Proceedings) This section refers to Note 14 of the financial statements for detailed information on the Company's legal proceedings - Details on legal proceedings are provided in Note 14, Commitments and Contingencies, of the Unaudited Consolidated Financial Statements[209](index=209&type=chunk) [Item 1A – Risk Factors](index=52&type=section&id=Item%201A%20Risk%20Factors) This section highlights material changes to risk factors, specifically focusing on the substantial goodwill and indefinite-lived intangible asset impairment charges recognized in the quarter ended June 30, 2025, and the potential for future impairments - The Company recognized substantial goodwill and indefinite-lived intangible asset impairment charges in the quarter ended June 30, 2025, totaling **$156 million** for goodwill and **$79 million** for intangible assets[211](index=211&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) - These impairments were primarily driven by the impact of tariffs and lower projected volumes due to competitive pressures in the U.S. and European markets, leading to reduced forecasted revenues and operating margins[213](index=213&type=chunk)[214](index=214&type=chunk) - There is a risk of future impairment charges if actual financial results are lower than forecasts, valuation assumptions change adversely, equity valuations decline, interest rates increase, or the use of intangible assets changes[218](index=218&type=chunk) [Item 2 – Unregistered Sales of Securities and Use of Proceeds](index=53&type=section&id=Item%202%20Unregistered%20Sales%20of%20Securities%20and%20Use%20of%20Proceeds) This section reports on the Company's share repurchase program, noting no repurchases during the quarter and the remaining authorization - No repurchases of common shares were made under the stock repurchase program during the three months ended June 30, 2025[219](index=219&type=chunk) - As of June 30, 2025, the Company had **$1.19 billion** of authorization remaining for share repurchases under the program approved in November 2023[219](index=219&type=chunk) [Item 5 – Other Information](index=53&type=section&id=Item%205%20Other%20Information) This section provides disclosure regarding Rule 10b5-1 trading plans - None of the Company's directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[220](index=220&type=chunk) [Item 6 – Exhibits](index=54&type=section&id=Item%206%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various agreements, certifications, and XBRL documents - The exhibits include Note Purchase Agreement Amendments, a Second Supplemental Indenture, Form of Junior Subordinated Notes, an Amendment to the 2024 Omnibus Incentive Plan, Offer Letter, First Amendment to Credit Agreement, Employment Agreement, Separation and Release of Claims Agreement, and Section 302 and 906 Certification Statements[221](index=221&type=chunk) [Signatures](index=55&type=section&id=Signatures) This section contains the required signatures of the Company's authorized officers, certifying the filing of the report - The report is signed by Daniel T. Scavilla, President and Chief Executive Officer, and Matthew E. Garth, Executive Vice President and Chief Financial Officer, on August 7, 2025[227](index=227&type=chunk)

Financial Performance - Net sales were $936 million, a decrease of 4.9% year-over-year[12] - Constant currency net sales decreased by 6.7% year-over-year, including a 3.2% impact from Byte[10, 14] - Adjusted EBITDA was $197 million, a 14.6% increase year-over-year, with a margin of 21.1%, up 360 bps year-over-year[12, 14] - Adjusted EPS was $0.52, a 6.6% increase year-over-year[10, 14] - Operating cash flow was $48 million, a 77% decrease year-over-year[12] Segment Performance - Essential Dental Solutions (EDS) sales were $387 million, a reported increase of 2.9% and a constant currency increase of 1.1%[17] - Orthodontic and Implant Solutions (OIS) sales were $226 million, a reported decrease of 18.1% and a constant currency decrease of 19.4%, including a ~$35 million Byte impact[17] - Connected Technology Solutions (CTS) sales were $243 million, a reported decrease of 3.8% and a constant currency decrease of 5.9%[17] - Wellspect Healthcare sales were $80 million, a reported increase of 1.2% and a constant currency decrease of 2.5%, including a ~4.5% impact from prior year U S distributor initial stocking order[17] Regional Performance - U S net sales were $293 million, a constant currency decrease of 18.3%, including a 7.7% Byte impact[10] - Europe net sales were $404 million, a constant currency decrease of 0.4%[10] - Rest of World net sales were $239 million, a constant currency increase of 0.5%[10] Outlook - The company reaffirmed its FY2025 outlook, with constant currency growth between (4.0%) and (2.0%), including a (2.0%) Byte impact[19] - The company reaffirmed its FY2025 outlook, with reported sales between $3.60 billion and $3.70 billion[19] - The company reaffirmed its FY2025 outlook, with adjusted EBITDA margin greater than 19% and adjusted EPS between $1.80 and $2.00[19]

Core Insights - Dentsply Sirona announced a leadership transition with Dan Scavilla appointed as CEO effective August 1, 2025, and Matt Garth as CFO effective May 30, 2025 [1] - The company reported a net sales decrease of 4.9% year-over-year for Q2 2025, totaling $936 million, with a net loss of $45 million compared to a loss of $4 million in Q2 2024 [2][4] - Adjusted earnings per diluted share increased to $0.52 from $0.49 in the same quarter last year, indicating a 6.6% growth [5][10] Financial Performance - Q2 2025 net sales were $936 million, down from $984 million in Q2 2024, reflecting a 4.9% decline [4] - The gross profit for Q2 2025 was $490 million, resulting in a gross margin of 52.4%, slightly up from 51.9% in Q2 2024 [4] - The company recorded a non-cash charge for goodwill and intangible asset impairment of $214 million in Q2 2025, compared to no impairment charges in Q2 2024 [2][11] Segment Performance - The Connected Technology Solutions segment saw a net sales decline of 3.8%, while Essential Dental Solutions experienced a growth of 2.9% [6] - Orthodontic and Implant Solutions faced a significant decline of 18.1% in net sales [6] - Wellspect Healthcare reported a modest increase of 1.2% in net sales [6] Geographic Performance - In the United States, net sales decreased by 18.3%, while Europe saw an increase of 4.3% [7] - The Rest of World segment reported a slight increase of 0.5% in net sales [7] Cash Flow and Liquidity - Operating cash flow for Q2 2025 was $48 million, a decrease from $208 million in Q2 2024, primarily due to unfavorable working capital [8] - The company paid $32 million in dividends during Q2 2025, totaling $64 million returned to stockholders in the first half of 2025 [8] - Dentsply Sirona issued $550 million in junior subordinated notes to repay outstanding amounts under its bridge loan facility [8] 2025 Outlook - The company maintains its 2025 outlook for net sales between $3.60 billion and $3.70 billion, reflecting a decrease of 4.0% to 2.0% on a constant currency basis [12] - Adjusted EPS is projected to be in the range of $1.80 to $2.00 for the year [12]

登士柏西诺德生产的XiVE S系列纯钛植体，自2017年2月起 在中国注册为钛四级（TA4），但后经第三方检测，部分抽检 样本实际使用的材料却是钛二级（TA2G）。 作者： 田国宝 封图：图虫创意 登士柏西诺德（Dentsply Sirona）被指将材质为二级纯钛的人工牙种植体以四级名义对外销售，这一行为令经销商、牙科医院始料未及，并引发了他 们对未来潜在风险的担忧。 登士柏西诺德由美国登士柏和德国西诺德于2016年合并成立，业务遍及全球40多个国家。其中，登士柏成立于1899年，西诺德成立于1877年。每年有 超过60万名牙科专业人员使用登士柏西诺德的产品和解决方案，为约600万名患者提供治疗。 涉事产品为登士柏西诺德生产的XiVE S系列纯钛种植体。该系列自2017年2月起在中国注册为钛四级（TA4），但后经第三方检测，部分抽检样本实际 使用的材料却是钛二级（TA2G）。 2024年2月，登士柏西诺德将XiVE S系列产品注册材质变更为钛二级。 多位牙科医生告诉经济观察报，目前临床上使用的纯钛种植牙多为四级、五级。 登士柏西诺德的中国代理商北京盛源鸿康医疗科技有限公司（下称"盛源鸿康"）向经济观察报表示， ...

Core Insights - DENTSPLY SIRONA Inc. is set to release its second-quarter 2025 results on August 7, with expectations of revenue at $851.6 million and earnings at 29 cents per share [2][3] Group 1: Q2 Performance Expectations - The company has shown an average earnings surprise of 2.73% over the past four quarters, indicating a potential for positive performance [2] - The Imaging segment is expected to benefit from the relaunch of Orthophos SL and Primescan 2, which may have driven growth, particularly in Europe and APAC [4] - Orthodontics, particularly SureSmile, is anticipated to show stable global growth, although U.S. performance may be hindered by softer discretionary spending [5] Group 2: Challenges and Headwinds - The suspension of Byte aligner sales is projected to negatively impact organic sales by approximately two percentage points in 2025, affecting second-quarter results as well [6] - Essential Dental Solutions may have experienced stable patient traffic, but overall segment growth is likely to be limited by softness in elective procedures and weak U.S. implant sales [7] - Connected Technology Solutions, including CAD/CAM, continues to face macroeconomic pressures, with subdued retail demand in the U.S. despite growth in Germany [8] Group 3: Operational Insights - DENTSPLY SIRONA's Phase II transformation activities are on track to deliver full run-rate savings by the end of 2025, with expectations of gradual stabilization in gross margins throughout the year [9] - Cost initiatives and SKU rationalization may contribute to improved gross margins, aiding quarter-over-quarter growth in Q2 [11] Group 4: Earnings Prediction Model - The current model does not predict an earnings beat for DENTSPLY SIRONA, with an Earnings ESP of -0.99% and a Zacks Rank of 2 [12][13]

Core Viewpoint - Dentsply International is anticipated to report a year-over-year increase in earnings despite a decline in revenues, with the actual results being crucial for the stock's near-term price movement [1][2]. Earnings Expectations - The upcoming earnings report is expected to be released on August 7, with a consensus estimate of $0.51 per share, reflecting a +4.1% change year-over-year. Revenues are projected to be $933.1 million, down 5.2% from the previous year [3][2]. Estimate Revisions - The consensus EPS estimate has been revised 0.47% lower in the last 30 days, indicating a reassessment by analysts regarding the company's earnings prospects [4]. Earnings Surprise Prediction - The Zacks Earnings ESP model indicates that the Most Accurate Estimate for Dentsply is lower than the Zacks Consensus Estimate, resulting in an Earnings ESP of -0.99%. This suggests a bearish outlook from analysts [12]. Historical Performance - In the last reported quarter, Dentsply exceeded the expected earnings of $0.29 per share by delivering $0.43, resulting in a surprise of +48.28%. Over the last four quarters, the company has beaten consensus EPS estimates two times [13][14]. Investment Considerations - While Dentsply does not appear to be a strong candidate for an earnings beat, investors are advised to consider other factors influencing stock performance ahead of the earnings release [17].

Employment Agreement This agreement details the terms of employment, compensation, termination, and restrictive covenants for the President and CEO [1. Employment](index=1&type=section&id=1.%20Employment) The agreement establishes the executive's role, a three-year initial term, duties, and primary location of employment - The employment term begins on August 1, 2025, for an **initial period of three years**[7](index=7&type=chunk) - The agreement will **automatically renew for successive 12-month periods** unless either party provides a 90-day notice of non-renewal[7](index=7&type=chunk) - Executive will serve as the **President and Chief Executive Officer** of the Company, reporting to the Board of Directors[8](index=8&type=chunk) - Executive must devote substantially all working time to the company but is permitted to manage personal affairs, serve on non-profit boards, and, with Board approval, serve on one other public or private company board[8](index=8&type=chunk) - The executive's principal office will be at the Company's commercial headquarters in **Charlotte, North Carolina**[10](index=10&type=chunk) [2. Compensation and Related Matters](index=2&type=section&id=2.%20Compensation%20and%20Related%20Matters) The executive's compensation package includes base salary, annual bonuses, long-term incentives, and one-time initial grants Annual Base Salary | Component | Amount | | :--- | :--- | | Annual Base Salary | $1,030,000 | Annual Bonus Target | Component | Target | | :--- | :--- | | Annual Bonus | 135% of Annual Base Salary | - For fiscal year 2025, the annual bonus will be prorated, and performance will be deemed achieved at the **greater of 75% of target** or the multiplier based on actual full-year performance[14](index=14&type=chunk) Annual Long-Term Incentive Target | Component | Target Value | | :--- | :--- | | Annual Equity Incentive (starting FY2026) | $7,750,000 | Initial Equity Grants | Grant Type | Grant Date Value | | :--- | :--- | | **Total Initial Grants** | **~$6,400,000** | | Pro-rata Annual Grant | $3,875,000 | | Inducement Grant | $2,525,000 | | Option Initial Grant (50% of total) | $3,200,000 | | PSU Initial Grant (50% of total) | $3,200,000 | - The Option Initial Grant vests in **three substantially equal annual installments**, beginning on the first anniversary of the Commencement Date[17](index=17&type=chunk) - The PSU Initial Grant vests based on **time and performance conditions** similar to those for other executive officers' FY25 PSU awards[18](index=18&type=chunk) Signing Bonuses | Bonus Type | Amount/Formula | | :--- | :--- | | Relocation Signing Bonus | $150,000 | | Additional Signing Bonus | $1,600,000 multiplied by the fraction of 2025 prior to the start date | - Signing bonuses may be required to be repaid if the executive's employment is terminated by the Company for Cause or by the Executive without Good Reason before the first anniversary of the start date[22](index=22&type=chunk) [3. Termination](index=5&type=section&id=3.%20Termination) The agreement defines conditions for employment termination and outlines baseline payment obligations and required resignations - Employment can be terminated under the following circumstances: **Death, Disability, by the Company for Cause, by the Company without Cause, by the Executive without Good Reason, or by the Executive for Good Reason**[28](index=28&type=chunk)[29](index=29&type=chunk) - Upon any termination, the executive (or their estate) is entitled to receive **earned but unpaid Annual Base Salary, reimbursement for business expenses, and any vested employee benefits**[31](index=31&type=chunk) - Upon termination of employment for any reason, the Executive is **deemed to have resigned from all offices and directorships** held with the Company or its Affiliates[32](index=32&type=chunk)[33](index=33&type=chunk) [4. Severance](index=7&type=section&id=4.%20Severance) The executive is eligible for severance under the company's plan, contingent on a release of claims - The Executive is eligible to participate in the company's Key Employee Severance Benefits Plan, with benefits **contingent on signing and not revoking a release of claims**[35](index=35&type=chunk) - If employment is terminated due to death or Disability, the executive (or their estate) will receive a **prorated Annual Bonus** for the fiscal year in which termination occurs, based on actual company performance[36](index=36&type=chunk) - Severance benefits under this agreement are **not intended to duplicate other benefits**, and the company may reduce payments to avoid duplication[37](index=37&type=chunk) [5. Covenants](index=8&type=section&id=5.%20Covenants) The agreement establishes a 24-month post-termination non-compete, non-solicitation, and mutual non-disparagement covenants - The "Restriction Period" for covenants is defined as the period of employment plus **twenty-four (24) months** following the date of termination[41](index=41&type=chunk) - During the Restriction Period, the executive is **prohibited from being employed by or acting as a senior advisor to any Competing Business**[38](index=38&type=chunk) - The executive is **prohibited from soliciting company customers or employees** during the Restriction Period[39](index=39&type=chunk) - The agreement includes a **mutual non-disparagement clause**, binding on both the executive and the company's officers and directors[42](index=42&type=chunk) [6. Nondisclosure of Proprietary Information](index=10&type=section&id=6.%20Nondisclosure%20of%20Proprietary%20Information) The executive has a perpetual obligation to protect the company's confidential information and return all property upon termination - The executive must, **in perpetuity, maintain the confidence of and not use or disclose the Company's Confidential Information**, which includes a broad range of business, financial, and technical information[46](index=46&type=chunk) - Upon termination, the executive must **promptly return all company documents and property**, in any form, that contain Confidential Information[47](index=47&type=chunk) - The agreement provides **immunity under the Defend Trade Secrets Act** (18 U.S.C. § 1833(b)) for disclosing a trade secret to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law[51](index=51&type=chunk) [7. Inventions](index=11&type=section&id=7.%20Inventions) All inventions created by the executive during employment related to the company's business are its exclusive property - All rights to discoveries, inventions, improvements, and innovations related to the company's business created by the executive during employment ("Inventions") are the **exclusive property of the Company**[52](index=52&type=chunk) - The executive must **promptly disclose all Inventions** to the Company and assist the Company in obtaining, defending, and enforcing its rights, even after employment ends[52](index=52&type=chunk)[53](index=53&type=chunk) [8. Injunctive Relief](index=12&type=section&id=8.%20Injunctive%20Relief) The company is entitled to seek injunctive relief for breaches of covenants without posting a bond - A breach of the covenants in Sections 5-7 is acknowledged to cause **irreparable damage** to the Company[54](index=54&type=chunk) - In the event of such a breach, the Company is entitled to seek **specific performance and injunctive relief** without the requirement to post a bond[54](index=54&type=chunk) [9. Clawback Provisions](index=12&type=section&id=9.%20Clawback%20Provisions) All incentive-based compensation is subject to clawback as required by company policy, law, or exchange listing rules - Any incentive-based compensation paid to the Executive is **subject to deduction and clawback** as may be required by Company policy, law, government regulation, or stock exchange listing requirements[55](index=55&type=chunk) [10. Section 280G](index=12&type=section&id=10.%20Section%20280G) Parachute payments will be structured to maximize the executive's after-tax benefit by either paying in full or reducing to avoid excise tax - If any payments in connection with a Change in Control would constitute a "parachute payment" under Section 280G of the Code, the total payment will be either delivered in full or reduced to avoid the excise tax, **whichever results in the greatest after-tax amount for the Executive**[56](index=56&type=chunk) [11. Assignment and Successors](index=13&type=section&id=11.%20Assignment%20and%20Successors) The company may assign the agreement to a successor, while the executive's rights are generally non-assignable - The Company may assign its rights and obligations to a successor or a U.S. subsidiary; **The Executive's rights and obligations are not assignable**[58](index=58&type=chunk) - The Executive may designate a beneficiary to receive compensation due after his death[58](index=58&type=chunk) [12. Certain Definitions](index=13&type=section&id=12.%20Certain%20Definitions) This section defines key terms used in the agreement, referencing the company's Severance Plan for several definitions - Defines key terms used in the agreement; **"Cause" and "Good Reason" are defined by referencing the company's Current Severance Plan**[59](index=59&type=chunk)[61](index=61&type=chunk) [13. Miscellaneous Provisions](index=14&type=section&id=13.%20Miscellaneous%20Provisions) This section contains standard legal clauses, including governing law and provisions to ensure compliance with Section 409A - The agreement is governed by the laws of the **State of North Carolina**[61](index=61&type=chunk) - The provisions of **Sections 4 through 11 and Section 13 will survive** the termination of employment[62](index=62&type=chunk) - The agreement is intended to comply with **Section 409A of the Internal Revenue Code**, and payments may be delayed for six months if the executive is a "specified employee"[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) Exhibit A: Separation and Release of Claims Agreement This exhibit outlines the terms of separation, a comprehensive release of claims, and related legal provisions [1-4. Separation Terms and Benefits](index=19&type=section&id=1-4.%20Separation%20Terms%20and%20Benefits) These sections formalize the separation date, property return, and the executive's entitlement to severance benefits - The agreement sets forth the terms of the Executive's separation from employment as of the **"Separation Date"**[82](index=82&type=chunk) - The Executive must **return all Employer property within five business days** of the Separation Date[83](index=83&type=chunk) - In exchange for signing the agreement, the Executive will receive the **severance payments and benefits** specified in the Employment Agreement and the Severance Plan[85](index=85&type=chunk) [5. Release](index=20&type=section&id=5.%20Release) The executive provides a broad, irrevocable waiver of all known and unknown claims against the company, with specific exceptions - The Executive provides a **full and unconditional release of all claims** against the Employer and its affiliates ("Released Parties") arising up to the date of signing[87](index=87&type=chunk) - The release specifically covers claims under numerous laws, including **Title VII, ADA, FMLA, ERISA**, and various other federal and state statutes[87](index=87&type=chunk) - The release **does not waive certain rights**, including: the right to file a charge with the EEOC, claims for vested benefits, rights under this agreement, and indemnification rights[89](index=89&type=chunk) [6. Specific Release of ADEA Claims](index=21&type=section&id=6.%20Specific%20Release%20of%20ADEA%20Claims) This section ensures the waiver of age discrimination claims is knowing and voluntary, providing review and revocation periods - The Executive specifically waives and releases all claims arising under the **Age Discrimination in Employment Act (ADEA)**[90](index=90&type=chunk)[91](index=91&type=chunk) - The agreement confirms the Executive was given at least **twenty-one (21) days to consider** the terms and has a **seven (7) day period after signing to revoke** the ADEA release[91](index=91&type=chunk) [7-10. Agreement Mechanics and Enforcement](index=22&type=section&id=7-10.%20Agreement%20Mechanics%20and%20Enforcement) These sections detail the agreement's effective date, confidentiality, and the company's remedies for a breach by the executive - The agreement becomes effective on the **eighth day after the Executive signs**, provided it is not revoked during the 7-day Revocation Period[92](index=92&type=chunk) - The Executive reaffirms their obligation to comply with all **post-termination obligations and restrictive covenants** from the original Employment Agreement[93](index=93&type=chunk) - The Executive agrees to **keep the terms of the agreement confidential**, with exceptions for disclosures to a spouse, attorney, and tax advisors[94](index=94&type=chunk) - If the Executive breaches the agreement, the Company is entitled to seek **injunctive relief and may terminate any further severance payments**[96](index=96&type=chunk) [11-22. General Legal Provisions](index=24&type=section&id=11-22.%20General%20Legal%20Provisions) This final part contains standard legal clauses, including governing law, an entire agreement clause, and no admission of liability - The agreement is governed by the laws of **North Carolina**, with jurisdiction in Charlotte[98](index=98&type=chunk) - The agreement **does not constitute an admission of wrongdoing or liability** by either the Employer or the Executive[103](index=103&type=chunk) - The agreement is intended to comply with **Section 409A of the Internal Revenue Code**, and payments may be structured or delayed to ensure compliance[105](index=105&type=chunk)[106](index=106&type=chunk)