EARNINGS PER COMMON SHARE

3 Months Ended

Mar. 31, 2022

The computation of basic and diluted earnings per common share for the three months ended March 31, 2022 and 2021 were as follows:


Basic Earnings Per Common Share	Three Months Ended
(in millions, except per share amounts)	2022		2021

Net income attributable to Dentsply Sirona	$	69	$	112

Weighted average common shares outstanding	217.0		218.8

Earnings per common share - basic	$	0.32	$	0.51

Diluted Earnings Per Common Share	Three Months Ended
(in millions, except per share amounts)	2022		2021

Net income attributable to Dentsply Sirona	$	69	$	112

Weighted average common shares outstanding	217.0		218.8
Incremental weighted average shares from assumed exercise of dilutive options from stock-based compensation awards	0.8		1.1
Total weighted average diluted shares outstanding	217.8		219.9

Earnings per common share - diluted	$	0.32	$	0.51

For the three months ended March 31, 2022, the Company excluded from the computation of weighted average diluted shares outstanding 1.9 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, 2021, the Company excluded 0.8 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, 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, 2022, the Company had authorization to repurchase $770 million in shares of common stock remaining under the share repurchase program, which was further reduced by $30 million through final settlement of the accelerated share repurchase program in April 2022 as described below.

On March 8, 2022, the Company entered into an Accelerated Share Repurchase Agreement (“ASR Agreement”) with a financial institution to purchase the Company’s common stock based on the volume-weighted average price of the Company’s common stock during the term of the agreement, less a discount.


(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 8, 2022	$	150	2.4	$	50.44	80	%	April 19, 2022	3.1	$	48.22

The ASR agreement was accounted for as an initial delivery of common shares in a treasury stock transaction on March 9, 2022 of $120 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. 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, 2022. 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.