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a09282023-seccommentlett

      September 28, 2023  VIA EDGAR SUBMISSION   U.S. Securities & Exchange Commission  Division of Corporation Finance  Office of Industrial Applications and Services  100 F Street, NE  Washington, DC  Attn: Julie Sherman and Brian Cascio     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 Ms. Sherman and Mr. Cascio,  This letter responds to comments of the staff (the “Staff”) of the Securities and Exchange  Commission (the “Commission”) set forth in a letter dated September 14, 2023, regarding the above- referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual  Report”) and Form 8-K dated August 2, 2023 (the “Form 8-K”) of DENTSPLY SIRONA Inc. (the  “Company”).    We have reproduced the Staff’s comments below in bold and provided our response immediately  below.   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.     The Company advises the Staff that for the three months ended June 30, 2023, gross margin was  53.5%. The Company confirms that in future filings the Company will provide the corresponding  GAAP measure before Adjusted EBITDA Margin with equal or greater prominence, as well as  appropriate GAAP to Non-GAAP reconciliations.  The Company expects that the reconciliation  of gross profit for the three months ended June 30, 2023 will be substantially similar to the  reconciliation included in Appendix A, which has been included for the Staff’s reference.

   2       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 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.    The Company acknowledges the Staff’s comment, and respectfully advise the Staff that the  Company had considered Question 102.10 of the Non-GAAP Financial Measures Compliance  and Disclosure Interpretations and the application of Regulation G and Item 10(e) of Regulation  S-K (collectively, the “Non-GAAP Disclosure Guidance”) and believed that its presentation of  “Adjusted Non-GAAP” amounts would not be considered a non-GAAP income statement.  The  Non-GAAP Disclosure Guidance indicates that presenting a full non-GAAP income statement  when reconciling non-GAAP financial measures to GAAP financial measures could result in the  disclosure of the non-GAAP financial measures being more prominent. The Company has not  presented a full non-GAAP income statement in the reconciliation, and, in fact, the Company  specifically excluded certain line items from the GAAP income statement, such as cost of  products sold, in presenting the reconciliation. The Company believed the presentation of the  reconciliation allowed it to specify the adjustments it was making to the GAAP financial  measures, while also providing additional transparency to users of the reconciliation about their  impacts within the income statement.    However, after careful consideration of the Staff’s comment, in future filings the Company will  make the following adjustments to its presentation of this reconciliation to ensure an impression  is not given that the non-GAAP reconciliation represents a comprehensive basis of accounting:    1) We will remove additional line items from the reconciliation including Sales, General,  and Administrative Expenses, Research and Development Expenses, Restructuring and  Other Costs, and Other Income and Expense.    2) We will present the non-GAAP adjustments in the left column and each of the impacted  line items horizontally within the table to further reduce any resemblance to a full income  statement.     The Company expects that the resulting table will be substantially similar to the reconciliation  included in Appendix A, which has been included for the Staff’s reference.        * * *

   3   We acknowledge that the Company and its management are responsible for the adequacy and accuracy of  the disclosure in documents filed and furnished to the Commission notwithstanding any review,  comments, action or absence of action by the Staff.  Thank you for your consideration of our response. If you have any questions or require any additional  information with respect to the above, please do not hesitate to contact me, Lillian Tsu (ltsu@cgsh.com)  or Francesca L. Odell (flodell@cgsh.com), our counsel at Cleary Gottlieb Steen & Hamilton LLP.    Sincerely,    By: /s/ Glenn G. Coleman  Glenn G. Coleman  Executive Vice President and Chief  Financial Officer  DENTSPLY SIRONA Inc.  (Registrant)      Cc: Richard C. Rosenzweig   Senior Vice President, Corporate Development, General Counsel and Secretary  Dentsply Sirona Inc.

    Appendix A    GAAP to Non-GAAP Reconciliation    (unaudited)  Three Months Ended June 30, 2023  (in millions, except per share  amounts and percentages) Gross Profit Operating Income  Net Income  Attributable to  Dentsply Sirona  Diluted  EPS  GAAP ......................................  $          550 $            80 $            86 $         0.40  Non-GAAP Adjustments:      Amortization of Purchased  Intangible Assets ...................  30 53 39 0.18  Restructuring Related Charges  and Other Costs.....................  3 20 3 0.01  Business Combination Related  Costs and Fair Value  Adjustments ..........................  1 7 10 0.05  Income Tax Related  Adjustments ..........................  — — (29) (0.13)  Adjusted Non-GAAP .............  $          584 $          160 $              109 $         0.51  GAAP Margin ..........................   7.8%    Non-GAAP Margin ..................   15.6%