EARNINGS PER COMMON SHARE

3 Months Ended

Mar. 31, 2023

The computation of basic and diluted (loss) earnings per common share for the three months ended March 31, 2023 and 2022 were as follows:


Basic (Loss) Earnings Per Common Share	Three Months Ended
(in millions, except per share amounts)	2023		2022

Net (loss) income attributable to Dentsply Sirona	$	(19)	$	69

Weighted average common shares outstanding	214.5		217.0

(Loss) earnings per common share - basic	$	(0.09)	$	0.32

Diluted (Loss) Earnings Per Common Share	Three Months Ended
(in millions, except per share amounts)	2023		2022

Net (loss) income attributable to Dentsply Sirona	$	(19)	$	69

Weighted average common shares outstanding	214.5		217.0
Incremental weighted average shares from assumed exercise of dilutive options from stock-based compensation awards	—		0.8
Total weighted average diluted shares outstanding	214.5		217.8

(Loss) earnings per common share - diluted	$	(0.09)	$	0.32

The calculation of weighted average diluted common shares outstanding excluded 1.4 million of potentially dilutive common shares because the Company reported a net loss for the three months ended March 31, 2023.

For the three months ended March 31, 2023, the Company excluded from the computation of weighted average diluted shares outstanding 3.8 million of equivalent shares of common stock from stock options and RSUs because their effect would be antidilutive. For the three months ended March 31, 2022, the Company excluded 1.9 million of equivalent shares of common stock outstanding from stock options and RSUs because their effect would be antidilutive.

The Board of Directors has approved a share repurchase program, of up to $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 deems appropriate based upon prevailing market and business conditions and other factors. At March 31, 2023, the Company had authorization to repurchase $620 million 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. The final number of shares will be based on the volume-weighted average price of the Company's common stock during the valuation period of the ASR Agreement, less a discount and subject to adjustments.


(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 to be determined on the final settlement date. This initial treasury stock transaction included an excise tax accrual of $1 million for public company stock repurchases established by the Inflation Reduction Act (IRA) of 2022. The forward contract met all applicable criteria for equity classification and was not accounted for as a derivative instrument. Therefore, the forward contract was recorded as Capital in excess of par value in the Consolidated Balance Sheets at March 31, 2023. The initial delivery of common stock reduced the weighted average common shares outstanding for both basic and diluted EPS. The forward contract did not impact the weighted average common shares outstanding for diluted EPS.