EARNINGS PER COMMON SHARE

9 Months Ended

Sep. 30, 2023

The computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2023 and 2022 were as follows:


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

Net loss attributable to Dentsply Sirona	$	(266)	$	(1,077)	$	(199)	$	(935)

Weighted average common shares outstanding	211.8		214.9		212.7		215.6

Loss per common share - basic	$	(1.25)	$	(5.01)	$	(0.94)	$	(4.34)

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

Net loss attributable to Dentsply Sirona	$	(266)	$	(1,077)	$	(199)	$	(935)

Weighted average common shares outstanding	211.8		214.9		212.7		215.6
Incremental weighted average shares from assumed exercise of dilutive options from stock-based compensation awards	—		—		—		—
Total weighted average diluted shares outstanding	211.8		214.9		212.7		215.6

Loss per common share - diluted	$	(1.25)	$	(5.01)	$	(0.94)	$	(4.34)

Weighted average shares excluded from diluted common shares outstanding due to reported net loss	1.1		0.3		1.1		0.5

Weighted average shares excluded from diluted common shares outstanding due to antidilutive nature	3.0		3.6		3.4		3.6

On July 28, 2021, the Board of Directors 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 September 30, 2023, the Company had authorization to repurchase $590 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. During the nine months ended September 30, 2023, the Company repurchased approximately 3.1 million shares delivered during March 2023 at a volume-weighted average price of $38.74 representing $120 million of the total anticipated repurchase. In April 2023, an additional 0.8 million shares were delivered upon the final settlement of the ASR Agreement resulting in a total of 3.9 million shares repurchased under the agreement.


(in millions, except per share amounts)			Initial Delivery					Final Settlement
Agreement Date	Amount Paid		Shares Received	Price per share		Value of Shares as a % of Contract Value		Settlement Date	Total Shares Received	Average Price per Share
March 3, 2023	$	150	3.1	$	38.74	80	%	April 28, 2023	3.9	$	38.55

The ASR Agreement was accounted for as an initial delivery of common shares in a treasury stock transaction on March 6, 2023 of $121 million and a forward contract indexed to the Company's common stock for an amount of common shares that was determined on the final settlement date. The forward contract met all applicable criteria for equity classification and was not accounted for as a derivative instrument for the quarter ended March 31, 2023. Therefore, the value of the forward contract of $30 million was recorded in Capital in excess of par value at March 31, 2023. Upon final settlement in April 2023, this amount was subsequently recorded as Treasury Stock in the Consolidated Balance Sheets. The initial delivery and final settlement of common stock reduced the weighted average common shares outstanding for both basic and diluted earnings per share. The forward contract did not impact the weighted average common shares outstanding for diluted earnings per share. The treasury stock transactions included an excise tax accrual of $1 million for public company stock repurchases established by the Inflation Reduction Act (IRA) of 2022.