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September 14, 2023
Glenn Coleman
Chief Financial Officer
DENTSPLY SIRONA Inc.
13320 Ballantyne Corporate Place
Charlotte, NC 28277
Re: DENTSPLY SIRONA
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 1, 2023
Form 8-K Dated
August 2, 2023
Filed August 2,
2023
File No. 000-16211
Dear Glenn Coleman:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed August 2, 2023
Exhibit 99.1, page 1
1. You present Adjusted
EBITDA Margin in the bullet points at the top of Exhibit 99.1
without the
presentation of the corresponding GAAP measure. Revise here and in your Q2
23 Summary Results
tables in future Earnings Releases to also present gross margin on a
GAAP basis. Ensure that
your presentation of the GAAP measure is presented with equal
or greater prominence
than the non-GAAP measure. We refer you to Item 10(e) of
Regulation S-K.
2. Your presentation of
Adjusted Non-GAAP amounts appear to represent non-GAAP
income statements.
Please note that the presentation of a full non-
GAAP income statement,
or a presentation that gives the appearance of one, may place
Glenn Coleman
DENTSPLY SIRONA Inc.
September 14, 2023
Page 2
undue prominence on the non-GAAP information and give the impression
that the non-
GAAP income statement represents a comprehensive basis of accounting.
Please explain
to us how your presentation complies with Question 102.10 of the
C&DI's on Non-GAAP
Financial Measures. To the extent you wish to present any of the
non-GAAP measures,
you could present a separate reconciliation for each non-GAAP measure
and provide all
disclosures required by Item 10(e)(1)(i) of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Julie Sherman at (202) 551-3640 or Brian Cascio,
Accounting Branch
Chief, at (202) 551-3640 with any questions.
Sincerely,
FirstName LastNameGlenn Coleman
Division of
Corporation Finance
Comapany NameDENTSPLY SIRONA Inc.
Office of Industrial
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September 14, 2023 Page 2 Services
FirstName LastName