DENTSPLY SIRONA Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
XRAY$9.46-6.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000818479-25-000155
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0000818479-25-000257
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 112 previous paragraphs and 104 current paragraphs.
61 unchanged; 34 reworded; 8 added; 15 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
The net sales decrease on a constant currency basis for the three and nine months ended September 30, 2025 was primarily driven by lower sales of preventive and restorative products, due primarily to the higher volumes in the prior year comparative periods from a shift in the timing of distributor orders from the fourth quarter into the third quarter of 2024 on account of the Company’s Enterprise Resource Planning (“ERP”) system implementation in the United States. The decrease was partially offset by higher volumes of endodontic products in Europe and Rest of World.
Current report
The net sales increase on a constant currency basis for the three and nine months ended September 30, 2025 was primarily due to higher volumes, partly as a result of new product launches.
Current report
The net sales decrease on a constant currency basis for the three months ended September 30, 2025 was primarily due to lower volumes of Byte products following the suspension of sales in 2024, and lower volumes of CAD/CAM and imaging equipment. The decrease was also due to unfavorable pricing for restorative products and lower volumes of preventive and restorative consumable products as a result of distributor orders placed in the third quarter of 2024 in advance of our implementation of a new ERP system in the fourth quarter of 2024. Sales for CAD/CAM products were negatively impacted by a lower quarterly increase in distributor inventory levels of approximately $20 million in the three months ended September 30, 2025, compared to approximately $36 million in the three months ended September 30, 2024. Sales for imaging products were negatively impacted by a decrease in distributor inventory levels of approximately $1 million in the three months ended September 30, 2025, compared to an increase of approximately $10 million in the three months ended September 30, 2024. Sales for consumables products were negatively impacted by a decrease in distributor inventory levels of approximately $4 million in the three months ended September 30, 2025, compared to an increase of approximately $20 million in the three months ended September 30, 2024.
Current report
For the three months ended September 30, 2025, the Company recorded pre-tax goodwill impairment charges of $253 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment and indefinite-lived intangible asset impairment charges of $4 million and$5 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively.
Current report
The decrease in segment adjusted operating income for the three months ended September 30, 2025 is due to lower net sales on a constant currency basis, unfavorable pricing, and tariff costs, partially offset by lower headcount costs. The increase in segment adjusted operating income for the nine months ended September 30, 2025 is due to lower headcount costs and professional service costs, partially offset by lower net sales on a constant currency basis.
Current report
Other income
Current report
(a) Foreign exchange gains include a benefit from our net investment hedges totaling $15 million, offset by revaluation of short-term intercompany receivables and payables of $2 million.
Current report
For the three months ended September 30, 2025, the Company considered additional qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of additional impairment of goodwill or indefinite-lived intangible assets. Due to the lower-than-expected results for Implant & Prosthetic Solutions, it was determined that the fair value of this reporting unit had declined below its carrying value. The updated fair value was computed in a manner consistent with the annual test described above, with the decline primarily driven by lower-than-expected volumes, particularly in the United States, and the impact of tariffs. As a result of the updated impairment testing, as of September 30, 2025 the Company recorded a pre-tax goodwill impairment charge of $253 million for the Implant & Prosthetic Solutions reporting unit. Additionally, review of the indefinite-lived intangible assets previously impaired as of June 30, 2025, using a consistent methodology as that which was used for the annual test, indicated a further decline in fair value as of September 30, 2025 due to lower volumes for the Company’s equipment and implant products. As a result, the Company recorded indefinite-lived intangible asset impairment charges of $4 million and $5 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended September 30, 2025.
Removed paragraphs (15)
Previous report
A description of the products and services provided within each of the Company’s four reportable segments is provided below.
Previous report
In anticipation of a continued inflationary trend and potentially deteriorating macroeconomic environment, we have attempted to mitigate these pressures through the following actions, among others:
Previous report
•Driving strategic procurement initiatives to leverage alternative sources of raw materials and transportation;
Previous report
•Implementing cost-containment measures, as well as intensifying continuous improvement and restructuring programs in our manufacturing and distribution facilities and other areas of our business, including the most recent restructuring plan approved by our Board of Directors on July 29, 2024;
Previous report
•Optimizing our customer management and implementing strategic investments in our commercial sales organization in key markets, particularly the United States; and
Previous report
•Refining our focus on developing a winning portfolio with global scale to maximize market share in a competitive pricing environment.
Previous report
The net sales increase on a constant currency basis for the three months ended June 30, 2025 was primarily driven by higher volumes of restorative and endodontic products in Rest of World, partially offset by lower volumes for preventive products in the United States and Europe.
Previous report
The net sales increase on a constant currency basis for the six months ended June 30, 2025 was primarily due to higher volumes and new product launches in Europe and Rest of World, partially offset by lower volumes of restorative products in the United States.
Previous report
The net sales decrease on a constant currency basis for the three months ended June 30, 2025 was primarily due to lower volumes in the United States as a result of the benefit of an initial stocking order from a new distributor in the prior year, partially offset by new product launches.
Previous report
The net sales increase on a constant currency basis for the six months ended June 30, 2025 was due to higher volumes across Europe and Rest of World, driven in part by new product launches and favorable product mix, partially offset by the initial stocking order in the prior year stated above.
Previous report
The net sales decrease on a constant currency basis for the three months ended June 30, 2025 was primarily due to lower volumes of implants and prosthetics products due to competitive pressures, offset by higher volumes of imaging equipment and treatment centers within the Connected Technology Solutions segment and higher volumes of orthodontic products.
Previous report
The increase in segment adjusted operating income for the three and six months ended June 30, 2025 is due to lower headcount costs, lower professional service costs, and higher net sales on a constant currency basis.
Previous report
The increase in segment adjusted operating income for the three months ended June 30, 2025 is due to favorable headcount costs, partially offset by lower net sales on a constant currency basis.
Previous report
Other expense (income), net
Previous report
For the three months ended June 30, 2025, the Company considered additional qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of additional impairment of goodwill or indefinite-lived intangible assets during the course of the quarter and concluded there were no such indicators. However, following the impairments taken during the quarter, the fair values of certain indefinite-lived intangible assets within the Connected Technology Solutions and Orthodontic and Implant Solutions segments continued to approximate carrying values as of June 30, 2025. Any further decline in key assumptions, such as an increase in the discount rate by 50 basis points or further reduction in projected revenues or margins, would likely lead to additional material impairments of the Implant & Prosthetic Solutions reporting unit, the above-mentioned intangible assets, or both.
Reworded paragraphs (34)
Previous wording
Various headwinds are expected to weigh on global growth throughout the remainder of 2025, due in large part to increasing uncertainties related to global trade policies and inflation. Weaker overall growth in the United States and narrowing interest rate differentials suggest the potential for further depreciation of the U.S. dollar and heightened risk of recession. Markets in several other regions, including Europe, have continued to experience varying degrees of pressures inhibiting growth and face concerns about the systemic impacts of adverse economic conditions and geopolitical events. Changes in trade policy, supply chain constraints, higher energy costs, labor shortages, and geopolitical tensions in the Middle East and Ukraine have all contributed to the risk of higher inflation and general economic uncertainty across the industry and the regions in which the Company operates. In recent years, the Company has experienced higher prices for certain raw materials, including electronic components, which have led to a negative impact on margins. The Company may not be successful in its efforts to fully mitigate or offset the impacts of cost inflation.
Current wording
Various headwinds are expected to weigh on global growth throughout the remainder of 2025, due in large part to increasing uncertainties related to global trade policies and inflation. Changes in trade policy, supply chain constraints, higher energy costs, labor shortages, and geopolitical tensions have all contributed to the risk of higher inflation and general economic uncertainty across the industry and the regions in which the Company operates. In recent years, the Company has experienced higher prices for certain raw materials, including electronic components, which have led to a negative impact on margins. The Company may not be successful in its efforts to fully mitigate or offset the impacts of cost inflation.
Previous wording
The challenging macroeconomic conditions have impacted consumer confidence, ability and willingness of clinicians to obtain financing to purchase equipment, and consumer discretionary spending for elective procedures, leading to adverse impacts on the Company’s results of operations. The Company has taken actions to attempt to mitigate the effects of the macroeconomic conditions and may take further actions in the future. While patient volumes have largely remained stable in the United States, the impact of macroeconomic declines and high interest rates has been particularly apparent in Germany, which represented 11% of the Company’s sales for the six months ended June 30, 2025. Germany was in a recession for most of 2023 and 2024, largely due to persistent high inflation and falling household spending. The Company anticipates that the challenging macroeconomic and market conditions in Germany are likely to persist and may negatively impact sales of equipment in 2025, despite moderate growth in the first half of the year.
Current wording
The challenging macroeconomic conditions have impacted consumer confidence, the ability and willingness of clinicians to obtain financing to purchase equipment, and consumer discretionary spending for elective procedures, leading to adverse impacts on the Company’s results of operations, particularly in the United States. The Company has taken actions to attempt to mitigate the effects of challenging macroeconomic conditions and may take further actions in the future.
Previous wording
As disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), the Company’s business is subject to risks related to, among other factors, tariffs and other trade protection measures put in the place by the United States and other countries. The U.S. government has recently implemented or is in the process of implementing various tariffs on the importation of goods from certain countries, a number of which are applicable to the Company’s supply chain, operations, and sales, including a baseline 10% tariff on all foreign goods, a 15% tariff in lieu of the baseline tariff on goods from countries in the European Union, and higher incremental tariff rates on goods imported from other specified nations.
Current wording
As disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), the Company’s business is subject to risks related to, among other factors, tariffs and other trade protection measures put in the place by the United States and other countries. The U.S. government has implemented or is in the process of implementing various tariffs on the importation of goods from certain countries, a number of which are applicable to the Company’s supply chain, operations, and sales, including a baseline 10% tariff on all foreign goods, a 15% tariff in lieu of the baseline tariff on goods from countries in the European Union, and higher incremental tariff rates on goods imported from other specified nations.
Previous wording
Geopolitical conflicts are expected to continue to shape market dynamics and pose general threats to financial stability in affected regions, including ongoing tensions from both the Russia-Ukraine conflict and the conflict in the Middle East, neither of which has eased during the second quarter. Overall, the Company’s operations in Russia, Ukraine, and Israel have not been materially impacted by these conflicts.
Current wording
Geopolitical conflicts are expected to continue to shape market dynamics and pose general threats to financial stability in affected regions, including ongoing tensions from both the Russia-Ukraine conflict and the conflict in the Middle East. Overall, the Company’s operations in Russia, Ukraine, and Israel have not been materially impacted by these conflicts.
Previous wording
The Company’s operations in Israel consist of two manufacturing facilities for implants products, with one site in northern Israel and one site in southern Israel, both of which remain open and continue to operate normally. For the six months ended June 30, 2025, net sales of products produced at these sites comprised approximately 3% of our consolidated net sales and 13% of the net sales of the Orthodontic and Implant Solutions segment. Net assets within Israel totaled $163 million as of June 30, 2025, consisting primarily of acquired technology, property, plant and equipment, cash, and inventory associated with our operations in the country.
Current wording
The Company’s operations in Israel consist of two manufacturing facilities for implants products, with one site in northern Israel and one site in southern Israel, both of which remain open and continue to operate normally. For the nine months ended September 30, 2025, net sales of products produced at these sites comprised approximately 3% of our consolidated net sales and approximately 13% of the net sales of the Orthodontic and Implant Solutions segment. Net assets within Israel totaled $166 million as of September 30, 2025, consisting primarily of acquired technology, property, plant and equipment, cash, and inventory associated with our operations in the country.
Previous wording
In February 2022, because of the invasion of Ukraine by Russia, economic sanctions were imposed by the United States, the European Union, and certain other countries on Russian financial institutions and businesses. Due to the medical nature of our products, the current sanctions have not materially restricted our ability to continue selling many of our products to customers located in Russia. For the six months ended June 30, 2025, net sales in Russia and Ukraine were approximately 3% of our consolidated net sales, and net assets in these countries were $99 million as of June 30, 2025. These net assets include $61 million of cash and cash equivalents held within Russia as of June 30, 2025, as well as inventory and trade accounts receivable. Due to currency control measures imposed by the Russian government, which include restrictions on the ability of companies to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia, we continue to be limited in our ability to transfer this cash balance out of Russia without incurring substantial costs. Additionally, beginning in September 2024, as a result of further restrictions by European financial institutions on receiving payments from Russia, our capacity to receive intercompany payments for the delivery of our products into Russia has been partially reduced, which further limits our ability to use cash received from sales in Russia for our general purposes. It is unclear whether the remaining financial institutions which the Company relies upon for bank transfers from Russia will ultimately be able to continue facilitating payments, or for how long. If these restrictions on cash transfers from Russia worsen, or if we are not able to obtain long-term relief from these restrictions, we may need to take additional actions, including potential suspension of our business in Russia.
Current wording
In February 2022, because of the invasion of Ukraine by Russia, economic sanctions were imposed by the United States, the European Union, and certain other countries on Russian financial institutions and businesses. Due to the medical nature of our products, the current sanctions have not materially restricted our ability to continue selling many of our products to customers located in Russia. For the nine months ended September 30, 2025, net sales in Russia and Ukraine were approximately 3% of our consolidated net sales, and net assets in these countries were $91 million as of September 30, 2025. These net assets include $57 million of cash and cash equivalents held within Russia as of September 30, 2025, as well as inventory and trade accounts receivable. Due to currency control measures imposed by the Russian government, which include restrictions on the ability of companies to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia, we continue to be limited in our ability to transfer this cash balance out of Russia without incurring substantial costs. Additionally, beginning in September 2024, as a result of further restrictions by European financial institutions on receiving payments from Russia, our capacity to receive intercompany payments for the delivery of our products into Russia has been partially reduced, which further limits our ability to use cash received from sales in Russia for our general purposes.
Previous wording
In July 2024, the Company delivered a one-year notice of non-renewal in connection with its non-exclusive distribution agreements with Patterson Companies, Inc. (“Patterson”) for the distribution of dental equipment in the United States and Canada. The Company remains engaged in discussions for new distribution agreements with Patterson. It is anticipated that Patterson will continue to be one of the Company’s two largest distributors as a percentage of the Company’s global revenue while negotiations continue. However, failure to successfully renegotiate the distribution agreements or secure potential new agreements with another distributor could have a material adverse effect on the Company’s business, operating results and financial condition. For additional information, see Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K.
Current wording
In July 2024, the Company delivered a one-year notice of non-renewal in connection with its non-exclusive distribution agreements with Patterson Companies, Inc. (“Patterson”) for the distribution of dental equipment in the United States and Canada. The Company remains engaged in discussions for new distribution agreements with Patterson. It is anticipated that Patterson will continue to be one of the Company’s largest distributors as a percentage of the Company’s global revenue while negotiations continue. However, failure to successfully renegotiate the distribution agreements or secure potential new agreements with another distributor could have a material adverse effect on the Company’s business, operating results and financial condition. For additional information, see Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K.
Previous wording
RESULTS OF OPERATIONS, THREE AND SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 2024
Current wording
RESULTS OF OPERATIONS, THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
Previous wording
The net sales decrease on a constant currency basis for both the three and six months ended June 30, 2025 was driven by lower volumes in the Orthodontic and Implant Solutions segment as a result of the suspension of Byte sales, as well as lower volumes of CAD/CAM, imaging, and implants and prosthetics products. These decreases were partially offset by growth in the Essential Dental Solutions segment.
Current wording
The net sales decrease on a constant currency basis for the three and nine months ended September 30, 2025 was driven by lower volumes in the Orthodontic and Implant Solutions segment as a result of the suspension of Byte sales, as well as lower volumes of CAD/CAM, implants, preventive, and restorative products, particularly in the United States. The decrease was partially offset by higher volumes of treatment centers, endodontic consumables, and Wellspect Healthcare products.
Previous wording
The net sales decrease on a constant currency basis for both the three and six months ended June 30, 2025 was primarily due to lower volumes of CAD/CAM and imaging products, particularly in the United States, driven in part by lower demand and competitive pressures including pricing. The decrease was partially offset by higher volumes of imaging and treatment center equipment in Europe.
Current wording
The net sales decrease on a constant currency basis for the three and nine months ended September 30, 2025 was primarily due to lower volumes of CAD/CAM products, particularly in the United States, driven in part by competitive pressures including pricing. The decrease was partially offset by higher volumes of imaging and treatment center equipment in Europe and Rest of World.
Previous wording
The net sales decrease on a constant currency basis for both the three and six months ended June 30, 2025 was driven by the suspension of Byte sales which affected volumes of aligners in the United States, as well as lower volumes for implants and prosthetics products in the United States and Europe. The decrease was partially offset by higher volumes of orthodontic products in Europe. Additionally, the Company refined its estimate of expected customer refunds for the Byte aligner business during the three and six months ended June 30, 2025, resulting in a $4 million and $12 million favorable adjustment to net sales, respectively.
Current wording
The net sales decrease on a constant currency basis for the three and nine months ended September 30, 2025 was driven by lower volumes of clear aligners in the United States, primarily related to the suspension of Byte sales, as well as lower volumes for implants and prosthetics products in the United States and Rest of World. The decrease was partially offset by higher volumes of orthodontic products in Europe. Additionally, during the nine months ended September 30, 2025, the Company refined its estimate of expected customer refunds for the Byte aligner business, resulting in a $13 million adjustment that increased net sales.
Previous wording
The net sales decrease on a constant currency basis for the six months ended June 30, 2025 was primarily driven by the suspension of Byte sales. The decrease was also due to lower volumes of CAD/CAM and imaging equipment, implants and prosthetics products, and preventive and restorative products, partially offset by higher volumes of treatment centers. Distributor inventory levels for imaging products were stable in the six months ended June 30, 2025, while sales in the comparative six months ended June 30, 2024 were negatively impacted by a decrease in distributor inventory levels of approximately $12 million. Volumes for CAD/CAM products were negatively affected by a decrease in distributor inventory levels approximating $15 million in the six months ended June 30, 2025 compared to a lower decrease of approximately $7 million in the six months ended June 30, 2024. Distributor inventory levels for both CAD/CAM and imaging products at June 30, 2025 approximate historical averages.
Current wording
The net sales decrease on a constant currency basis for the nine months ended September 30, 2025 was primarily driven by the suspension of Byte sales. The decrease was also due to lower volumes of CAD/CAM and imaging equipment, implants and prosthetics products, and preventive and restorative products, partially offset by higher volumes of treatment centers. Sales for CAD/CAM products were negatively impacted by a lower quarterly increase in distributor inventory levels of approximately $4 million in the nine months ended September 30, 2025 compared to an increase of approximately $32 million in the nine months ended September 30, 2024. Volumes for imaging products were not significantly impacted by changes in the levels of distributor inventory during the nine months ended September 30, 2025. Sales for consumables products were negatively impacted by a decrease in distributor inventory levels of approximately $4 million in the nine months ended September 30, 2025, compared to an increase of approximately $21 million in the nine months ended September 30, 2024. Distributor inventory levels for both CAD/CAM and imaging products at September 30, 2025 remain below historical averages.
Previous wording
The net sales increase on a constant currency basis for the six months ended June 30, 2025 was primarily due to higher volumes of imaging equipment, instruments, and treatment centers within the Connected Technology Solutions segment, higher volumes of restorative and endodontic products in the Essential Dental Solutions segment, and higher volumes in the Wellspect Healthcare business, primarily driven by new product launches. These increases were offset by lower volumes and unfavorable pricing of CAD/CAM equipment and lower volumes of implants and prosthetics products.
Current wording
The net sales increase on a constant currency basis for the three and nine months ended September 30, 2025 was primarily driven by higher volumes of treatment centers, imaging equipment, and Wellspect Healthcare products, partially offset by lower volumes of CAD/CAM equipment. For the nine months ended September 30, 2025, these increases were partially offset by lower volumes of implants and prosthetics.
Previous wording
The net sales increase on a constant currency basis for the three and six months ended June 30, 2025 was primarily driven by higher volumes of products within the Essential Dental Solutions segment, implants, and Wellspect Healthcare products, partially offset by lower volumes of imaging and CAD/CAM equipment and prosthetics products.
Current wording
The net sales increase on a constant currency basis for the nine months ended September 30, 2025 was primarily driven by higher volumes of products within the Essential Dental Solutions and Wellspect Healthcare segments, partially offset by lower volumes of CAD/CAM equipment and lower volumes and unfavorable pricing on implants products.
Previous wording
Gross profit as a percentage of net sales for the six months ended June 30, 2025 was mostly flat with a slight increase primarily due to lower manufacturing costs mostly offset by unfavorable product mix and pricing for CAD/CAM and implants products.
Current wording
Gross profit as a percentage of net sales for the three months ended September 30, 2025 decreased primarily due to unfavorable product mix and pricing for CAD/CAM and restorative consumable products, as well as tariff costs, partially offset by a benefit from foreign currency.
Previous wording
Gross profit as a percentage of net sales for the three months ended June 30, 2025 increased primarily due to lower manufacturing costs and a benefit from foreign currency translation. These increases were partially offset by unfavorable product mix and pricing for CAD/CAM and implants products.
Current wording
Gross profit as a percentage of net sales for the nine months ended September 30, 2025 decreased primarily due to unfavorable product mix and pricing for CAD/CAM, implants, and restorative consumable products, as well as tariff costs. These decreases were partially offset by lower manufacturing costs and a benefit from foreign currency translation.
Previous wording
The decrease in SG&A expenses for the three and six months ended June 30, 2025 was primarily driven by lower headcount and advertising costs for Byte products. The decrease was also due to lower headcount costs as a result of restructuring and cost-saving initiatives.
Current wording
The decrease in SG&A expenses for the three and nine months ended September 30, 2025 was primarily driven by lower marketing expenses, particularly due to the absence of marketing for Byte products, and lower headcount costs as a result of restructuring and cost-saving initiatives.
Previous wording
For the three and six months ended June 30, 2025, R&D expenses decreased as the Company continues to prioritize a disciplined approach with ongoing investments in digital workflow solutions, product development initiatives, and software development, including clinical application suite and cloud deployment. The Company expects to continue to maintain a level of investment in R&D that is at least 4% of annual net sales.
Current wording
For the three and nine months ended September 30, 2025, R&D expenses decreased as the Company continues to prioritize a disciplined approach with ongoing investments in digital workflow solutions, product development initiatives, and software development, including clinical application suite and cloud deployment. The Company expects to continue to maintain a level of investment in R&D that is at least 4% of annual net sales.
Previous wording
For the three and six months ended June 30, 2025, the Company recorded pre-tax goodwill impairment charges of $156 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. The Company also recorded intangible asset impairment charges of $64 million within the Connected Technology Solutions unit and $15 million within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. For further information see Note 13, Goodwill and Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
Current wording
For the nine months ended September 30, 2025, the Company recorded pre-tax goodwill impairment charges of$409 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. The Company also recorded intangible asset impairment charges of$68 million within the Connected Technology Solutions unit and$20 million within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. For further inform ation see Note 13, Goodwill and Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
Previous wording
The Company recorded restructuring and other costs of $4 million and $13 million for the three and six months ended June 30, 2025, respectively, and $21 million and $22 million for the three and six months ended June 30, 2024, respectively. The expenses in 2025 primarily consist of costs in connection with various restructuring initiatives. The expenses in 2024 consisted primarily of severance costs in conjunction with the restructuring plan announced in February 2023. For further details refer to Material Trends in Capital Resources below, and Note 8, Restructuring and other costs, in the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
Current wording
The Company recorded restructuring and other costs of $5 million and $18 million for the three and nine months ended September 30, 2025, respectively, and $23 million and $45 million for the three and nine months ended September 30, 2024, respectively. The expenses in 2025 primarily consist of costs in connection with various restructuring initiatives. The expenses in 2024 consisted primarily of severance costs in conjunction with the restructuring plans announced in February 2023 and July 2024. For further details refer to Material Trends in Capital Resources below, and Note 8, Restructuring and other costs, in the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
Previous wording
The increase in segment adjusted operating income for both the three and six months ended June 30, 2025 is due to lower headcount-related costs, partially offset by lower net sales on a constant currency basis.
Current wording
The decrease in segment adjusted operating income for the three months ended September 30, 2025 is due to lower net sales on a constant currency basis and tariff costs, partially offset by favorable manufacturing variances. The increase in segment adjusted operating income for the nine months ended September 30, 2025 is due to lower headcount-related costs and professional service costs, partially offset by lower net sales on a constant currency basis.
Previous wording
The decrease in segment adjusted operating income for the six months ended June 30, 2025 is due to the lower volumes of direct-to-consumer aligners and implants and prosthetics products, partially offset by lower headcount costs and professional service costs, as well as favorable adjustments for estimated customer refunds and bad debt reserves for the Byte aligner business.
Current wording
The decrease in segment adjusted operating income for the three and nine months ended September 30, 2025 is due to the lower volumes of direct-to-consumer aligners and implants and prosthetics products and tariff costs, partially offset by lower headcount costs and professional service costs. During the nine months ended September 30, 2025, results also included favorable adjustments for estimated customer refunds and bad debt reserves for the Byte aligner business.
Previous wording
The increase in segment adjusted operating income for the six months ended June 30, 2025 is due to higher net sales on a constant currency basis, as well as favorable absorption.
Current wording
The increase in segment adjusted operating income for the three and nine months ended September 30, 2025 is due to higher net sales on a constant currency basis as a result of new product launches.
Previous wording
Interest expense, net for the three and six months ended June 30, 2025 increased compared to the three and six months ended June 30, 2024 primarily due to a higher average carrying balance of total borrowings.
Current wording
Interest expense, net for the three and nine months ended September 30, 2025 increased compared to the three and nine months ended September 30, 2024 primarily due to a higher average carrying balance of total borrowings.
Previous wording
Other expense (income), net for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is as follows:
Current wording
Other income for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 is as follows:
Previous wording
The effective tax rates for the three months ended June 30, 2025 and 2024 were 71.2% and 114.4%, respectively. For the six months ended June 30, 2025 and 2024, the rates were 76.9% and 81.2%, respectively. The decrease in effective tax rate is primarily driven by additional impairment recorded in the three and six months ended June 30, 2025.
Current wording
The effective tax rates for the three months ended September 30, 2025 and 2024 were (86.5%) and (3.3%), respectively. For the nine months ended September 30, 2025 and 2024, the rates were (33.6%) and (16.7%), respectively. The decrease in effective tax rate is primarily driven by goodwill and intangible asset impairments, the majority of which are not deductible for tax purposes.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA includes significant provisions, including tax cut extensions and modifications to the international tax framework. The Company is currently assessing the implication of the OBBBA and will reflect the impact in future quarters, starting in the third quarter of 2025.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA includes significant provisions, including tax cut extensions and modifications to the international tax framework. The Company evaluated the impact of the OBBBA and concluded that the effect is not material to the financial results.
Previous wording
As a result of the annual test of indefinite-lived intangible assets, the Company identified impairments of certain 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 these assets was driven by the impact of tariffs, which reduced the royalty rates used to value these assets, and lower volumes for the Company’s premium equipment and implant productsdue partly to competitive pressure, which is contributing to reduced forecasted revenues. As a result of this test, the Company recorded pre-tax charges of $79 million to intangible assets as of June 30, 2025, consisting of$64 million within the Connected Technology Solutions segment and$15 million within the Implant & Prosthetic Solutions reporting unit, which were recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations.
Current wording
As a result of the annual test of indefinite-lived intangible assets, the Company identified impairments of certain 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 these assets was driven by the impact of tariffs, which reduced the royalty rates used to value these assets, and lower volumes for the Company’s equipment and implant products due partly to competitive pressure, which contributed to reduced forecasted revenues. As a result of this test, the Company recorded pre-tax charges of $79 million to intangible assets as of June 30, 2025, consisting of $64 million within the Connected Technology Solutions segment and $15 million within the Implant & Prosthetic Solutions reporting unit, which were recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations.
Previous wording
Cash provided by operating activities decreased compared to the six months ended June 30, 2024, primarily as a result of lower net sales and changes in working capital, including higher accounts receivable due largely to timing of sales and customer remittances and higher build of inventory during the current period, partially offset by lower payments to vendors during the current period due to timing. At June 30, 2025, the number of days for sales outstanding in accounts receivable increased by 4 days to 59 days as compared to 55 days at December 31, 2024, and the number of days of sales in inventory increased by 17 days to 141 days at June 30, 2025 as compared to 124 days at December 31, 2024.
Current wording
Cash provided by operating activities decreased compared to the nine months ended September 30, 2024, primarily as a result of lower net sales and changes in working capital, including higher accounts receivable due largely to timing of sales and customer remittances and higher build of inventory during the current period. At September 30, 2025, the number of days for sales outstanding in accounts receivable increased by 9 days to 64 days as compared to 55 days at December 31, 2024, and the number of days of sales in inventory increased by 21 days to 145 days at September 30, 2025 as compared to 124 days at December 31, 2024.
Previous wording
The cash used in investing activities decreased compared to the six months ended June 30, 2024, due to lower capital expenditures of $35 million and a decrease in cash paid on the settlement of derivatives of $7 million due to the interest rate swap closure in the prior year. The Company estimates capital expenditures to be in the range of approximately $160 million to $190 million for the full year 2025 and expects these investments to include expenses for the ongoing implementation of a new global Enterprise Resource Planning (“ERP”) system, equipment upgrades, and capacity expansion to support product innovation and consolidate operations for enhanced efficiencies.
Current wording
Cash used in investing activities decreased compared to the nine months ended September 30, 2024, due to lower capital expenditures of $39 million, an increase in cash received on derivative contracts of $10 million due to the series of USD to CHF cross currency basis swaps the Company entered into on July 1, 2025, and a decrease in cash paid on the settlement of derivatives of $3 million due to the interest rate swap closure in the prior year. The Company estimates capital expenditures to be in the range of approximately $130 million to $140 million for the full year 2025 and expects these investments to include expenses for the ongoing implementation of a new global ERP system, equipment upgrades, and capacity expansion to support product innovation and consolidate operations for enhanced efficiencies.
Previous wording
Cash provided by financing activities increased compared to the six months ended June 30, 2024 primarily as a result of the Company entering into the Notes as described above. The increase in cash provided by financing activities was partially offset by repayments on the Bridge Loan Facility and commercial paper facility.
Current wording
Cash provided by financing activities increased compared to the nine months ended September 30, 2024 primarily as a result of the Company entering into the Notes as described above. The increase in cash provided by financing activities was mostly offset by repayments on the Bridge Loan Facility and commercial paper facility. The Company also had lower payments for repurchase of treasury stock of $250 million compared to the nine months ended September 30, 2024.
Previous wording
On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. At June 30, 2025, the Company had $1.19 billion of authorization remaining available for share repurchases. Additional share repurchases, if any, 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 June 30, 2025, the Company held 65.2 million shares of treasury stock.
Current wording
On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. At September 30, 2025, the Company had $1.19 billion of authorization remaining available for share repurchases. Additional share repurchases, if any, 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 September 30, 2025, the Company held 65.0 million shares of treasury stock.
Previous wording
At June 30, 2025, the Company had $737 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility. The Company’s borrowing capacity includes a $700 million multi-currency credit facility which expires in May 2028. The Company also has access to an aggregate $700 million under a U.S. dollar commercial paper facility. The $700 million revolver serves as a back-up to the commercial paper facility, thus the total available credit under the commercial paper facility and the multi-currency revolving credit facility in the aggregate is $700 million. The Company had no outstanding borrowings under the commercial paper facility at June 30, 2025 resulting in $700 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $44 million in uncommitted short-term financing under lines of credit from various financial institutions, the availability of which is reduced by other short-term borrowings. The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At June 30, 2025, the Company had $7 million outstanding under short-term borrowing arrangements.
Current wording
At September 30, 2025, the Company had $736 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility. The Company’s borrowing capacity includes a $700 million multi-currency credit facility which expires in May 2028. The Company also has access to an aggregate $700 million under a U.S. dollar commercial paper facility. The $700 million revolver serves as a back-up to the commercial paper facility, thus the total available credit under the commercial paper facility and the multi-currency revolving credit facility in the aggregate is $700 million. The Company had no outstanding borrowings under the commercial paper facility at September 30, 2025, resulting in $700 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $42 million in uncommitted short-term financing under lines of credit from various financial institutions, the availability of which is reduced by other short-term borrowings. The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At September 30, 2025, the Company had $5 million outstanding under short-term borrowing arrangements.
Previous wording
The Company’s revolving credit facility, term loans and senior notes contain certain covenants relating to the Company’s operations and financial condition. The most restrictive of these covenants after the amendments noted below include the following: (1) a ratio of senior debt to capitalization not to exceed 0.6, and (2) a ratio of operating income excluding depreciation and amortization to interest expense of not less than 3.0 times, in each case, as such terms are defined in the relevant agreement. Any breach of any such covenants would result in a default under the existing debt agreements that would permit the lenders to declare all borrowings under such debt agreements to be immediately due and payable and, through cross default provisions, would entitle the Company’s other lenders to accelerate their loans. At June 30, 2025, the Company was in compliance with these covenants.
Current wording
The Company’s revolving credit facility and senior notes contain certain covenants relating to the Company’s operations and financial condition. The most restrictive of these covenants after the amendments noted below include the following: (1) a ratio of senior debt to capitalization not to exceed 0.6, and (2) a ratio of operating income excluding depreciation and amortization to interest expense of not less than 3.0 times, in each case, as such terms are defined in the relevant agreement. Any breach of any such covenants would result in a default under the existing debt agreements that would permit the lenders to declare all borrowings under such debt agreements to be immediately due and payable and, through cross default provisions, would entitle the Company’s other lenders to accelerate their loans. At September 30, 2025, the Company was in compliance with these covenants.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The net sales decrease on a constant currency basis for the three months ended September 30, 2025 was primarily due to lower volumes of CAD/CAM equipment and implants products, partially offset by higher volumes of products within the Essential Dental Solutions and Wellspect Healthcare segments.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The net sales decrease on a constant currency basis for the three months ended June 30, 2025 was primarily due to the suspension of Byte sales, lower volumes and unfavorable pricing of CAD/CAM equipment, as well as lower volumes for imaging equipment and implants and prosthetics products. Volumes for imaging and CAD/CAM products were not significantly impacted by changes in the levels of distributor inventory during the three months ended June 30, 2025.
Previous report — wording carried elsewhere
The increase in segment adjusted operating income for the three months ended June 30, 2025 is due to lower headcount costs and professional service costs, as well as favorable adjustments for estimated customer refunds and bad debt reserves for the Byte aligner business, partially offset by lower net sales on a constant currency basis.