Delaware
|
39-1434669
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
221 West Philadelphia Street, York, PA
|
17401-2991
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, par value $.01 per share
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
|
|||
DENTSPLY SIRONA Inc.
|
||||
Table of Contents
|
||||
|
|
|
|
|
PART I
|
||||
|
|
|
Page
|
|
|
|
|
|
|
Item 1
|
|
Business
|
|
|
|
|
|
|
|
Item 1A
|
|
Risk Factors
|
|
|
|
|
|
|
|
Item 1B
|
|
Unresolved Staff Comments
|
|
|
|
|
|
|
|
Item 2
|
|
Properties
|
|
|
|
|
|
|
|
Item 3
|
|
Legal Proceedings
|
|
|
|
|
|
|
|
Item 4
|
|
Mine Safety Disclosure
|
|
|
|
|
|
|
|
PART II
|
||||
|
|
|
|
|
Item 5
|
|
Market for Registrant’s Common Equity, Related Stockholder
|
|
|
|
|
Matters and Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
Item 6
|
|
Selected Financial Data
|
|
|
|
|
|
|
|
Item 7
|
|
Management’s Discussion and Analysis of Financial Condition and
|
|
|
|
|
Results of Operations
|
|
|
|
|
|
|
|
Item 7A
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
|
|
|
|
Item 8
|
|
Financial Statements and Supplementary Data
|
|
|
|
|
|
|
|
Item 9
|
|
Changes In and Disagreements With Accountants on Accounting
|
|
|
|
|
and Financial Disclosure
|
|
|
|
|
|
|
|
Item 9A
|
|
Controls and Procedures
|
|
|
|
|
|
|
|
Item 9B
|
|
Other Information
|
|
|
|
|
|
|
|
PART III
|
||||
|
|
|
|
|
Item 10
|
|
Directors, Executive Officers and Corporate Governance
|
|
|
|
|
|
|
|
Item 11
|
|
Executive Compensation
|
|
|
|
|
|
|
|
Item 12
|
|
Security Ownership of Certain Beneficial Owners and Management
|
|
|
|
|
and Related Stock Matters
|
|
|
|
|
|
|
|
Item 13
|
|
Certain Relationships and Related Transactions and Director
|
|
|
|
|
Independence
|
|
|
|
|
|
|
|
Item 14
|
|
Principal Accountant Fees and Services
|
|
|
|
|
|
|
|
PART IV
|
||||
|
|
|
|
|
Item 15
|
|
Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
|
Item 16
|
|
Form 10-K Summary
|
|
|
|
|
|
|
|
•
|
increasing worldwide population.
|
•
|
aging population in developed countries with access to greater amounts of discretionary income will require more dental care.
|
•
|
natural teeth are being retained longer - Individuals with natural teeth are much more likely to visit a dentist in a given year than those without any natural teeth remaining.
|
•
|
earlier preventive care and a growing demand for aesthetic dentistry - dentistry has evolved from a profession primarily dealing with pain, infections and tooth decay to one with increased emphasis on preventive care and cosmetic dentistry.
|
•
|
increasing demands for patient comfort and ease of product use and handling.
|
•
|
increasing demand for more efficiency and better workflow in the dental office, including digital and integrated solutions.
|
•
|
per capita and discretionary incomes are increasing in emerging markets. As personal incomes continue to rise in emerging economies, healthcare, including dental services, is a growing priority. Many surveys indicate the middle class population will expand significantly within these emerging markets.
|
•
|
the Company’s business is less susceptible than many other industries to general downturns in the economies in which it operates. Many of the products the Company offers relate to dental procedures and health conditions that are considered necessary by patients regardless of the economic environment. Dental specialty products, dental equipment and products that support discretionary dental procedures are the most susceptible to changes in economic conditions.
|
•
|
the Company’s ability to remain profitable in a very competitive marketplace, which depends upon the Company’s ability to differentiate its products and services from those of competitors
|
•
|
the Company’s failure to anticipate and appropriately adapt to changes or trends within the rapidly changing dental industry
|
•
|
the effect of changes in the Company’s management and personnel
|
•
|
the Company’s ability to control costs
|
•
|
changes in applicable laws, rules or regulations, or their interpretation or enforcement, or the enactment of new laws, rules or regulations, which apply to the Company’s business practices (past, present or future) or require the Company to spend significant resources for compliance
|
•
|
the Company’s failure to execute on, or other issues arising under, certain key client contracts
|
•
|
a significant failure or disruption in service within the Company’s operations or the operations of key distributors
|
•
|
the Company’s failure to successfully integrate the business operations or achieve the anticipated benefits from any acquired businesses
|
•
|
results in pending and future litigation, investigations or other proceedings which could subject the Company to significant monetary damages or penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings
|
•
|
the Company’s failure to attract and retain talented employees, or to manage succession and retention for its Chief Executive Officer or other key executives
|
•
|
the impact of the Company’s debt service obligations on the availability of funds for other business purposes, the terms of and required compliance with covenants relating to the Company’s indebtedness and its access to the credit markets in general
|
•
|
general economic conditions
|
•
|
other risks described from time to time in the Company’s filings with the SEC
|
•
|
|
•
|
the timing of new product introductions by Dentsply Sirona and its competitors;
|
•
|
the timing of industry trade shows;
|
•
|
changes in customer inventory levels;
|
•
|
developments in government or third party payor reimbursement policies;
|
•
|
changes in customer preferences and product mix;
|
•
|
the Company’s ability to supply products to meet customer demand;
|
•
|
fluctuations in manufacturing costs;
|
•
|
changes in income tax laws and incentives which could create adverse tax consequences;
|
•
|
competitors’ sales promotions;
|
•
|
fluctuations in currency exchange rates; and
|
•
|
general economic conditions, as well as those specific to the healthcare industry and related industries.
|
•
|
the pending patent applications that Dentsply Sirona has filed, or to which Dentsply Sirona has exclusive rights, may not result in issued patents or may take longer than Dentsply Sirona expects to result in issued patents;
|
•
|
the allowed claims of any patents that are issued may not provide meaningful protection;
|
•
|
Dentsply Sirona may be unable to develop additional proprietary technologies that are patentable;
|
•
|
the patents licensed or issued to Dentsply Sirona may not provide a competitive advantage;
|
•
|
other companies may challenge patents licensed or issued to Dentsply Sirona;
|
•
|
disputes may arise regarding inventions and corresponding ownership rights in inventions and know-how resulting from the joint creation or use of intellectual property by Dentsply Sirona and Dentsply Sirona’s respective licensors; and
|
•
|
other companies may design around the technologies patented by Dentsply Sirona.
|
•
|
assert against others or defend Dentsply Sirona against claims of infringement;
|
•
|
enforce patents owned by, or licensed to Dentsply Sirona from, another party;
|
•
|
protect Dentsply Sirona’s trade secrets or know-how; or
|
•
|
determine the enforceability, scope and validity of Dentsply Sirona’s proprietary rights or the proprietary rights of others.
|
•
|
Economic and political instability;
|
•
|
Import or export licensing requirements;
|
•
|
Additional compliance-related risks;
|
•
|
Trade restrictions and tariffs;
|
•
|
Product registration requirements;
|
•
|
Longer payment cycles;
|
•
|
Changes in regulatory requirements and tariffs;
|
•
|
Fluctuations in currency exchange rates;
|
•
|
Potentially adverse tax consequences; and
|
•
|
Potentially weak protection of intellectual property rights.
|
•
|
disruption, impairment or failure of data centers, telecommunications facilities or other key infrastructure platforms;
|
•
|
security breaches of, cyberattacks on and other failures or malfunctions in our critical application systems or their associated hardware; and
|
•
|
excessive costs, excessive delays or other deficiencies in systems development and deployment.
|
•
|
making it more difficult for the Company to satisfy its obligations with respect to its indebtedness;
|
•
|
requiring Dentsply Sirona to dedicate significant cash flow from operations to the payment of principal and interest on its indebtedness, which would reduce the funds the Company has available for other purposes, including working capital, capital expenditures and acquisitions; and
|
•
|
reducing Dentsply Sirona’s flexibility in planning for or reacting to changes in its business and market conditions.
|
Location
|
|
Function
|
|
Leased
or Owned
|
|
|
|
|
|
United States:
|
|
|
|
|
Milford, Delaware (2)
|
|
Manufacture of dental consumable products
|
|
Owned
|
|
|
|
|
|
Sarasota, Florida (2)
|
|
Manufacture of orthodontic accessory products
|
|
Owned
|
|
|
|
|
|
Waltham, Massachusetts (1)
|
|
Manufacture and distribution of dental implant products
|
|
Leased
|
|
|
|
|
|
Long Island City, New York (1)
|
|
Manufacture of dental technology products
|
|
Leased
|
|
|
|
|
|
Charlotte, North Carolina (1)
|
|
Distribution of dental technology products
|
|
Leased
|
|
|
|
|
|
Maumee, Ohio (1)
|
|
Manufacture and distribution of investment casting products
|
|
Owned
|
|
|
|
|
|
Lancaster, Pennsylvania (3)
|
|
Distribution of dental products
|
|
Leased
|
|
|
|
|
|
York, Pennsylvania (1) (2)
|
|
Manufacture and distribution of artificial teeth
|
|
Owned
|
|
|
and other dental consumable products
|
|
|
|
|
|
|
|
York, Pennsylvania (1) (2)
|
|
Manufacture of small dental equipment, bone grafting
|
|
Owned
|
|
|
products, and preventive dental products
|
|
|
|
|
|
|
|
Johnson City, Tennessee (2)
|
|
Manufacture and distribution of endodontic
|
|
Leased
|
|
|
instruments and materials
|
|
|
|
|
|
|
|
Foreign:
|
|
|
|
|
Hasselt, Belgium (1)
|
|
Manufacture and distribution of dental products
|
|
Owned
|
|
|
|
|
|
Pirassununga, Brazil (1)
|
|
Manufacture and distribution of artificial teeth
|
|
Owned
|
|
|
|
|
|
Tianjin, China (2)
|
|
Manufacture and distribution of dental products
|
|
Leased
|
|
|
|
|
|
Saint-Egrève, France (2)
|
|
Manufacture and distribution of endodontic materials
|
|
Leased
|
|
|
|
|
|
Bensheim, Germany (1)
|
|
Manufacture and distribution of dental equipment
|
|
Owned
|
|
|
|
|
|
Hanau, Germany (1)
|
|
Manufacture and distribution of precious metal dental
|
|
Owned
|
|
|
alloys, dental ceramics and dental implant products
|
|
|
|
|
|
|
|
Konstanz, Germany (2)
|
|
Manufacture and distribution of dental consumable products
|
|
Owned
|
|
|
|
|
|
Mannheim, Germany (1)
|
|
Manufacture and distribution of dental implant products
|
|
Owned/Leased
|
|
|
|
|
|
Munich, Germany (2)
|
|
Manufacture and distribution of endodontic
|
|
Owned
|
|
|
instruments and materials
|
|
|
|
|
|
|
|
Radolfzell, Germany (3)
|
|
Distribution of dental products
|
|
Leased
|
|
|
|
|
|
Rosbach, Germany (1)
|
|
Manufacture and distribution of dental ceramics
|
|
Owned
|
|
|
|
|
|
Bar Lev Industrial Park, Israel (1)
|
|
Manufacture and distribution of dental implant products
|
|
Owned/Leased
|
|
|
|
|
|
Badia Polesine, Italy (2)
|
|
Manufacture and distribution of dental consumable products
|
|
Owned/Leased
|
|
|
|
|
|
Otawara, Japan (1) (2)
|
|
Manufacture and distribution of precious metal dental
|
|
Owned
|
|
|
alloys, dental consumable products and orthodontic products
|
|
|
|
|
|
|
|
Mexicali, Mexico (2)
|
|
Manufacture and distribution of orthodontic
|
|
Leased
|
|
|
products and materials
|
|
|
|
|
|
|
|
Venlo, Netherlands (3)
|
|
Distribution of dental consumable products
|
|
Leased
|
|
|
|
|
|
Warsaw, Poland (2)
|
|
Manufacture and distribution of dental consumable products
|
|
Owned
|
|
|
|
|
|
Las Piedras, Puerto Rico (1)
|
|
Manufacture of crown and bridge materials
|
|
Owned
|
|
|
|
|
|
Mölndal, Sweden (1)
|
|
Manufacture and distribution of dental implant products and
|
|
Owned
|
|
|
healthcare consumable products
|
|
|
|
|
|
|
|
Ballaigues, Switzerland (2)
|
|
Manufacture and distribution of endodontic
|
|
Owned
|
|
|
instruments, plastic components and packaging material
|
|
|
|
|
|
|
|
Ankara, Turkey (1)
|
|
Manufacture and distribution of healthcare consumable products
|
|
Owned
|
(1)
|
These properties are included in the
Technologies & Equipment
segment.
|
(2)
|
These properties are included in the
Consumables
segment.
|
(3)
|
This property is a distribution warehouse not managed by named segments.
|
|
Market Range of Common Stock
|
|
Period-end
Closing
Price
|
|
Cash
Dividend
Declared
|
||||||||||
|
High
|
|
Low
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
64.80
|
|
|
$
|
55.00
|
|
|
$
|
62.44
|
|
|
$
|
0.0875
|
|
Second Quarter
|
65.68
|
|
|
61.02
|
|
|
64.84
|
|
|
0.0875
|
|
||||
Third Quarter
|
65.44
|
|
|
52.34
|
|
|
59.81
|
|
|
0.0875
|
|
||||
Fourth Quarter
|
68.98
|
|
|
54.91
|
|
|
65.83
|
|
|
0.0875
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter
|
$
|
63.68
|
|
|
$
|
53.43
|
|
|
$
|
61.63
|
|
|
$
|
0.0775
|
|
Second Quarter
|
65.83
|
|
|
58.84
|
|
|
62.04
|
|
|
0.0775
|
|
||||
Third Quarter
|
65.16
|
|
|
58.57
|
|
|
59.43
|
|
|
0.0775
|
|
||||
Fourth Quarter
|
62.92
|
|
|
55.01
|
|
|
57.73
|
|
|
0.0775
|
|
(in millions, except per share amounts)
|
|
|
|
|
|
Number of
Shares that
May Yet be
Purchased
Under the Stock
Repurchase
Program
|
||||||||
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per
Share
|
|
Total Cost
of Shares
Purchased
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
October 1, 2017 to October 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
4.1
|
|
November 1, 2017 to November 30, 2017
|
|
2.4
|
|
|
67.02
|
|
|
162.8
|
|
|
2.6
|
|
||
December 1, 2017 to December 31, 2017
|
|
1.3
|
|
|
65.82
|
|
|
87.2
|
|
|
1.3
|
|
||
|
|
3.7
|
|
|
$
|
66.60
|
|
|
$
|
250.0
|
|
|
|
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
||||||
DENTSPLY SIRONA Inc.
|
100.00
|
|
|
123.10
|
|
|
136.01
|
|
|
156.20
|
|
|
148.95
|
|
|
170.79
|
|
S&P 500
|
100.00
|
|
|
132.39
|
|
|
150.51
|
|
|
152.59
|
|
|
170.84
|
|
|
208.14
|
|
S&P Health Care
|
100.00
|
|
|
141.46
|
|
|
177.30
|
|
|
189.52
|
|
|
184.42
|
|
|
225.13
|
|
•
|
Business - a general description of Dentsply Sirona’s business and how performance is measured;
|
•
|
Results of Operations - an analysis of the Company’s consolidated results of operations for the three years presented in the Consolidated Financial Statements;
|
•
|
Critical Accounting Estimates - a discussion of accounting policies that require critical judgments and estimates; and
|
•
|
Liquidity and Capital Resources - an analysis of cash flows; debt and other obligations; and aggregate contractual obligations.
|
•
|
For the year ended
December 31, 2017
, net sales increased 6.6% compared to the year ended December 31, 2016. Net sales, excluding precious metal content, increased 7.4% compared to the prior year. The increase in sales primarily reflects the impact of consolidating twelve months of Sirona’s sales in 2017 as compared to ten months of sales in 2016. For the year ended December 31, 2017, sales of our combined businesses (a non-US GAAP measure as referenced above), grew 1.6% on a constant currency basis including a benefit of 1.8% from net acquisitions. Net sales, excluding precious metal content, were favorably impacted by approximately 1.0% due to the weakening of the U.S. dollar over the prior period.
|
•
|
For the year ended
December 31, 2017
, net income attributable to Dentsply Sirona declined primarily as a result of a non-cash goodwill impairment charge of
$1,650.9 million
and a non-cash intangible asset impairment charge of
$346.7 million
. The Company reported a net loss of $6.76 per share compared to earnings per diluted share of $1.94 in the prior year. On an adjusted basis (a non-US GAAP measure as defined under the heading “Net Income attributable to Dentsply Sirona”), full year 2017 net income was similar to prior year and earnings per diluted share declined 4.3% to $2.66 from $2.78 in the prior year. The Company’s results reflect a significant earnings headwind from higher weighted average share count of approximately 4.9%, or $0.13 per diluted share and currency rate changes compared to the prior year of approximately 3.0%, or $0.05 per diluted share. These impacts were partially offset by $0.08 from the consolidation of an additional two months of Sirona earnings in 2017.
|
•
|
During 2017, the Company deployed cash in excess of $632 million as it returned cash to shareholders through common share repurchases and dividend payments, as well as strengthened the business through acquisitions. During 2017, the Company completed multiple acquisitions, including purchased intangible assets, with an aggregate purchase price of $152.6 million, including the acquisition of Recherche Techniques Dentaires (RTD), the worldwide leader in endodontic posts and Healthdent the market leader in gutta-percha formulations. In addition, the Company repurchased $401.4 million of common shares outstanding in 2017 and paid dividends of $78.3 million.
|
•
|
In 2017, the Company continued integration activities to capture cost synergies. The Company received the necessary approvals to proceed with its current plans for German reorganization. Additionally, the Company completed the elimination of certain corporate redundancies and continued execution of country and manufacturing consolidation activities.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
3,993.4
|
|
|
$
|
3,745.3
|
|
|
$
|
248.1
|
|
|
6.6
|
%
|
Less: Precious metal content of sales
|
40.5
|
|
|
64.3
|
|
|
(23.8
|
)
|
|
(37.0
|
%)
|
|||
Net sales, excluding precious metal content
|
$
|
3,952.9
|
|
|
$
|
3,681.0
|
|
|
$
|
271.9
|
|
|
7.4
|
%
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31,
|
|
|
|||||||||||
(in millions, except percentage amounts)
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
|
$
|
3,993.4
|
|
|
$
|
3,745.3
|
|
|
$
|
248.1
|
|
|
6.6
|
%
|
Less: precious metal content of sales
|
|
40.5
|
|
|
64.3
|
|
|
(23.8
|
)
|
|
(37.0
|
%)
|
|||
Net sales, excluding precious metal content
|
|
3,952.9
|
|
|
3,681.0
|
|
|
271.9
|
|
|
7.4
|
%
|
|||
Sirona net sales
(a)
|
|
—
|
|
|
160.7
|
|
|
(160.7
|
)
|
|
NM
|
|
|||
Merger related adjustments
(b)
|
|
4.0
|
|
|
13.5
|
|
|
(9.5
|
)
|
|
NM
|
|
|||
Elimination of intercompany net sales
|
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
NM
|
|
|||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
3,956.9
|
|
|
$
|
3,854.7
|
|
|
$
|
102.2
|
|
|
2.6
|
%
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
1,366.8
|
|
|
$
|
1,306.4
|
|
|
$
|
60.4
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Europe
|
|
1,575.2
|
|
|
1,421.7
|
|
|
153.5
|
|
|
10.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Rest of World
|
|
1,010.9
|
|
|
952.9
|
|
|
58.0
|
|
|
6.1
|
%
|
|
|
Year Ended
|
||||||||||||||
|
|
December 31, 2017
|
||||||||||||||
(in millions)
|
|
United States
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
1,372.5
|
|
|
$
|
1,606.2
|
|
|
$
|
1,014.7
|
|
|
$
|
3,993.4
|
|
Less: precious metal content of sales
|
|
5.7
|
|
|
31.0
|
|
|
3.8
|
|
|
40.5
|
|
||||
Net sales, excluding precious metal content
|
|
1,366.8
|
|
|
1,575.2
|
|
|
1,010.9
|
|
|
3,952.9
|
|
||||
Merger related adjustments
(a)
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
1,370.8
|
|
|
$
|
1,575.2
|
|
|
$
|
1,010.9
|
|
|
$
|
3,956.9
|
|
|
|
Year Ended
|
||||||||||||||
|
|
December 31, 2016
|
||||||||||||||
(in millions)
|
|
United States
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
1,311.6
|
|
|
$
|
1,463.2
|
|
|
$
|
970.5
|
|
|
$
|
3,745.3
|
|
Less: precious metal content of sales
|
|
5.2
|
|
|
41.5
|
|
|
17.6
|
|
|
64.3
|
|
||||
Net sales, excluding precious metal content
|
|
1,306.4
|
|
|
1,421.7
|
|
|
952.9
|
|
|
3,681.0
|
|
||||
Sirona net sales
(a)
|
|
60.5
|
|
|
59.4
|
|
|
40.8
|
|
|
160.7
|
|
||||
Merger related adjustments
(b)
|
|
11.9
|
|
|
1.6
|
|
|
—
|
|
|
13.5
|
|
||||
Elimination of intercompany net sales
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
1,378.7
|
|
|
$
|
1,482.3
|
|
|
$
|
993.7
|
|
|
$
|
3,854.7
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
2,188.5
|
|
|
$
|
2,000.9
|
|
|
$
|
187.6
|
|
|
9.4
|
%
|
Gross profit as a percentage of net sales, including precious metal content
|
54.8
|
%
|
|
53.4
|
%
|
|
|
|
|
|
|
|||
Gross profit as a percentage of net sales, excluding precious metal content
|
55.4
|
%
|
|
54.4
|
%
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative expenses (“SG&A”)
|
|
$
|
1,674.7
|
|
|
$
|
1,523.0
|
|
|
$
|
151.7
|
|
|
10.0
|
%
|
Goodwill impairment
|
|
1,650.9
|
|
|
—
|
|
|
1,650.9
|
|
|
NM
|
|
|||
Restructuring and other costs
|
|
425.2
|
|
|
23.2
|
|
|
402.0
|
|
|
1,732.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
SG&A as a percentage of net sales, including precious metal content
|
|
41.9
|
%
|
|
40.7
|
%
|
|
|
|
|
|
|
|||
SG&A as a percentage of net sales, excluding precious metal content
|
|
42.4
|
%
|
|
41.4
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Net interest expense
|
$
|
35.9
|
|
|
$
|
33.9
|
|
|
$
|
2.0
|
|
|
5.9
|
%
|
Other expense (income), net
|
5.3
|
|
|
(20.1
|
)
|
|
25.4
|
|
|
NM
|
|
|||
Net interest and other expense
|
$
|
41.2
|
|
|
$
|
13.8
|
|
|
$
|
27.4
|
|
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(in millions, except per share and percentage amounts)
|
2017
|
|
2016
|
|
$ Change
|
||||||
|
|
|
|
|
|
||||||
Effective income tax rate
|
3.3
|
%
|
|
2.2
|
%
|
|
|
||||
|
|
|
|
|
|
||||||
Net (loss) income attributable to Dentsply Sirona
|
$
|
(1,550.0
|
)
|
|
$
|
429.9
|
|
|
$
|
(1,979.9
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
$
|
(6.76
|
)
|
|
$
|
1.94
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
||||||
(in millions, except per share amounts)
|
|
Net Income
|
|
Per Diluted
Common Share
|
||||
|
|
|
|
|
||||
Net income attributable to Dentsply Sirona
|
|
$
|
429.9
|
|
|
$
|
1.94
|
|
Pre-tax non-US GAAP adjustments:
|
|
|
|
|
||||
Business combination related costs and fair value adjustments
|
|
162.2
|
|
|
|
|||
Amortization of purchased intangible assets
|
|
155.3
|
|
|
|
|||
Restructuring program related costs and other costs
|
|
17.0
|
|
|
|
|||
Credit risk and fair value adjustments
|
|
5.8
|
|
|
|
|||
Tax impact of the pre-tax non-US GAAP adjustments
(a)
|
|
(79.6
|
)
|
|
|
|||
Subtotal non-US GAAP adjustments
|
|
260.7
|
|
|
1.17
|
|
||
Income tax related adjustments
|
|
(73.5
|
)
|
|
(0.33
|
)
|
||
Adjusted non-US GAAP net income
|
|
$
|
617.1
|
|
|
$
|
2.78
|
|
|
|
Year Ended December 31, 2017
|
|||||
(in millions, except percentage of net sales amount)
|
|
Operating Income (Loss)
|
|
Percentage of Net Sales, Excluding Precious Metal Content
|
|||
|
|
|
|
|
|||
Operating loss attributable to Dentsply Sirona
|
|
$
|
(1,562.3
|
)
|
|
(39.5
|
)%
|
Restructuring program related costs and other costs
|
|
2,119.9
|
|
|
53.6
|
%
|
|
Amortization of purchased intangible assets
|
|
189.0
|
|
|
4.8
|
%
|
|
Business combination related costs and fair value adjustments
|
|
37.7
|
|
|
0.9
|
%
|
|
Credit risk and fair value adjustments
|
|
7.1
|
|
|
0.2
|
%
|
|
Adjusted non-US GAAP Operating Income
|
|
$
|
791.4
|
|
|
20.0
|
%
|
|
|
Year Ended December 31, 2016
|
|||||
(in millions, except percentage of net sales amounts)
|
|
Operating Income (Loss)
|
|
Percentage of Net Sales, Excluding Precious Metal Content
|
|||
|
|
|
|
|
|||
Operating income attributable to Dentsply Sirona
|
|
$
|
454.7
|
|
|
12.4
|
%
|
Restructuring program related costs and other costs
|
|
161.8
|
|
|
4.4
|
%
|
|
Amortization of purchased intangible assets
|
|
155.3
|
|
|
4.2
|
%
|
|
Business combination related costs and fair value adjustments
|
|
27.1
|
|
|
0.7
|
%
|
|
Credit risk and fair value adjustments
|
|
5.3
|
|
|
0.1
|
%
|
|
Adjusted non-US GAAP Operating Income
|
|
$
|
804.2
|
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net Sales, Excluding Precious Metal Content
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Technologies & Equipment
|
$
|
2,160.3
|
|
|
$
|
1,986.4
|
|
|
$
|
173.9
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Consumables
|
$
|
1,792.6
|
|
|
$
|
1,694.6
|
|
|
$
|
98.0
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Segment Operating Income
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Technologies & Equipment
|
$
|
411.0
|
|
|
$
|
355.7
|
|
|
$
|
55.3
|
|
|
15.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Consumables
|
$
|
487.1
|
|
|
$
|
445.3
|
|
|
$
|
41.8
|
|
|
9.4
|
%
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2017
|
||||||||||
(in millions)
|
|
Technologies & Equipment
|
|
Consumables
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
2,200.8
|
|
|
$
|
1,792.6
|
|
|
$
|
3,993.4
|
|
Less: precious metal content of sales
|
|
40.5
|
|
|
—
|
|
|
40.5
|
|
|||
Net sales, excluding precious metal content
|
|
2,160.3
|
|
|
1,792.6
|
|
|
3,952.9
|
|
|||
Merger related adjustments
(a)
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
2,164.3
|
|
|
$
|
1,792.6
|
|
|
$
|
3,956.9
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2016
|
||||||||||
(in millions)
|
|
Technologies & Equipment
|
|
Consumables
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
2,050.5
|
|
|
$
|
1,694.8
|
|
|
$
|
3,745.3
|
|
Less: precious metal content of sales
|
|
64.1
|
|
|
0.2
|
|
|
64.3
|
|
|||
Net sales, excluding precious metal content
|
|
1,986.4
|
|
|
1,694.6
|
|
|
3,681.0
|
|
|||
Sirona net sales
(a)
|
|
145.0
|
|
|
15.7
|
|
|
160.7
|
|
|||
Merger related adjustments
(b)
|
|
13.5
|
|
|
—
|
|
|
13.5
|
|
|||
Elimination of intercompany net sales
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
2,144.9
|
|
|
$
|
1,709.8
|
|
|
$
|
3,854.7
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
3,745.3
|
|
|
$
|
2,674.3
|
|
|
$
|
1,071.0
|
|
|
40.0
|
%
|
Less: Precious metal content of sales
|
64.3
|
|
|
92.8
|
|
|
(28.5
|
)
|
|
(30.7
|
%)
|
|||
Net sales, excluding precious metal content
|
$
|
3,681.0
|
|
|
$
|
2,581.5
|
|
|
$
|
1,099.5
|
|
|
42.6
|
%
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31,
|
|
|
|||||||||||
(in millions, except percentage amounts)
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
|
$
|
3,745.3
|
|
|
$
|
2,674.3
|
|
|
$
|
1,071.0
|
|
|
40.0
|
%
|
Less: precious metal content of sales
|
|
64.3
|
|
|
92.8
|
|
|
(28.5
|
)
|
|
(30.7
|
%)
|
|||
Net sales, excluding precious metal content
|
|
3,681.0
|
|
|
2,581.5
|
|
|
1,099.5
|
|
|
42.6
|
%
|
|||
Sirona net sales
(a)
|
|
160.7
|
|
|
1,172.5
|
|
|
(1,011.8
|
)
|
|
NM
|
|
|||
Merger related adjustments
(b)
|
|
13.5
|
|
|
—
|
|
|
13.5
|
|
|
NM
|
|
|||
Elimination of intercompany net sales
|
|
(0.5
|
)
|
|
(2.3
|
)
|
|
1.8
|
|
|
NM
|
|
|||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
3,854.7
|
|
|
$
|
3,751.7
|
|
|
$
|
103.0
|
|
|
2.7
|
%
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
1,306.4
|
|
|
$
|
958.8
|
|
|
$
|
347.6
|
|
|
36.3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Europe
|
|
1,421.7
|
|
|
1,065.3
|
|
|
356.4
|
|
|
33.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Rest of World
|
|
952.9
|
|
|
557.4
|
|
|
395.5
|
|
|
71.0
|
%
|
|
|
Year Ended
|
||||||||||||||
|
|
December 31, 2016
|
||||||||||||||
(in millions)
|
|
United States
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
1,311.6
|
|
|
$
|
1,463.2
|
|
|
$
|
970.5
|
|
|
$
|
3,745.3
|
|
Less: precious metal content of sales
|
|
5.2
|
|
|
41.5
|
|
|
17.6
|
|
|
64.3
|
|
||||
Net sales, excluding precious metal content
|
|
1,306.4
|
|
|
1,421.7
|
|
|
952.9
|
|
|
3,681.0
|
|
||||
Sirona net sales
(a)
|
|
60.5
|
|
|
59.4
|
|
|
40.8
|
|
|
160.7
|
|
||||
Merger related adjustments
(b)
|
|
11.9
|
|
|
1.6
|
|
|
—
|
|
|
13.5
|
|
||||
Elimination of intercompany net sales
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
1,378.7
|
|
|
$
|
1,482.3
|
|
|
$
|
993.7
|
|
|
$
|
3,854.7
|
|
|
|
Year Ended
|
||||||||||||||
|
|
December 31, 2015
|
||||||||||||||
(in millions)
|
|
United States
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
965.9
|
|
|
$
|
1,125.7
|
|
|
$
|
582.7
|
|
|
$
|
2,674.3
|
|
Less: precious metal content of sales
|
|
7.1
|
|
|
60.4
|
|
|
25.3
|
|
|
92.8
|
|
||||
Net sales, excluding precious metal content
|
|
958.8
|
|
|
1,065.3
|
|
|
557.4
|
|
|
2,581.5
|
|
||||
Sirona net sales
(a)
|
|
406.4
|
|
|
394.0
|
|
|
372.1
|
|
|
1,172.5
|
|
||||
Elimination of intercompany net sales
|
|
(0.1
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
1,365.1
|
|
|
$
|
1,457.1
|
|
|
$
|
929.5
|
|
|
$
|
3,751.7
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
$
|
2,000.9
|
|
|
$
|
1,517.2
|
|
|
$
|
483.7
|
|
|
31.9
|
%
|
Gross profit as a percentage of net sales, including precious metal content
|
53.4
|
%
|
|
56.7
|
%
|
|
|
|
|
|
|
|||
Gross profit as a percentage of net sales, excluding precious metal content
|
54.4
|
%
|
|
58.8
|
%
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
|
December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative expenses (“SG&A”)
|
|
$
|
1,523.0
|
|
|
$
|
1,077.3
|
|
|
$
|
445.7
|
|
|
41.4
|
%
|
Restructuring and other costs
|
|
23.2
|
|
|
64.7
|
|
|
(41.5
|
)
|
|
(64.1
|
%)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
SG&A as a percentage of net sales, including precious metal content
|
|
40.7
|
%
|
|
40.3
|
%
|
|
|
|
|
|
|
|||
SG&A as a percentage of net sales, excluding precious metal content
|
|
41.4
|
%
|
|
41.7
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Net interest expense
|
$
|
33.9
|
|
|
$
|
53.7
|
|
|
$
|
(19.8
|
)
|
|
(36.9
|
%)
|
Other income, net
|
(20.1
|
)
|
|
(8.2
|
)
|
|
(11.9
|
)
|
|
NM
|
|
|||
Net interest and other expense
|
$
|
13.8
|
|
|
$
|
45.5
|
|
|
$
|
(31.7
|
)
|
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(in millions, except per share and percentage amounts)
|
2016
|
|
2015
|
|
$ Change
|
||||||
|
|
|
|
|
|
||||||
Effective income tax rate
|
2.2
|
%
|
|
23.4
|
%
|
|
|
||||
|
|
|
|
|
|
||||||
Net income attributable to Dentsply Sirona
|
$
|
429.9
|
|
|
$
|
251.2
|
|
|
$
|
178.7
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
$
|
1.94
|
|
|
$
|
1.76
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
||||||
(in millions, except per share amounts)
|
|
Net Income
|
|
Per Diluted
Common Share
|
||||
|
|
|
|
|
||||
Net income attributable to Dentsply Sirona
|
|
$
|
429.9
|
|
|
$
|
1.94
|
|
Pre-tax non-US GAAP adjustments:
|
|
|
|
|
||||
Business combination related costs and fair value adjustments
|
|
162.2
|
|
|
|
|||
Amortization of purchased intangible assets
|
|
155.3
|
|
|
|
|||
Restructuring program related costs and other costs
|
|
17.0
|
|
|
|
|||
Credit risk and fair value adjustments
|
|
5.8
|
|
|
|
|||
Tax impact of the pre-tax non-US GAAP adjustments
(a)
|
|
(79.6
|
)
|
|
|
|||
Subtotal non-US GAAP adjustments
|
|
260.7
|
|
|
1.17
|
|
||
Income tax related adjustments
|
|
(73.5
|
)
|
|
(0.33
|
)
|
||
Adjusted non-US GAAP net income
|
|
$
|
617.1
|
|
|
$
|
2.78
|
|
|
|
Year Ended December 31, 2015
|
||||||
(in millions, except per share amounts)
|
|
Net Income
|
|
Per Diluted
Common Share
|
||||
|
|
|
|
|
||||
Net income attributable to Dentsply Sirona
|
|
$
|
251.2
|
|
|
$
|
1.76
|
|
Pre-tax non-US GAAP adjustments:
|
|
|
|
|
||||
Restructuring program related costs and other costs
|
|
92.9
|
|
|
|
|||
Amortization of purchased intangible assets
|
|
43.7
|
|
|
|
|||
Business combination related costs and fair value adjustments
|
|
13.3
|
|
|
|
|||
Credit risk and fair value adjustments
|
|
8.3
|
|
|
|
|||
Certain fair value adjustments related to an unconsolidated affiliated company
|
|
(2.8
|
)
|
|
|
|||
Tax impact of the pre-tax non-US GAAP adjustments (a)
|
|
(39.8
|
)
|
|
|
|||
Subtotal non-US GAAP adjustments
|
|
115.6
|
|
|
0.82
|
|
||
Income tax related adjustments
|
|
6.3
|
|
|
0.04
|
|
||
Adjusted non-US GAAP net income
|
|
$
|
373.1
|
|
|
$
|
2.62
|
|
|
|
Year Ended December 31, 2016
|
|||||
(in millions, except percentage of net sales amount)
|
|
Operating Income
|
|
Percentage of Net Sales, Excluding Precious Metal Content
|
|||
|
|
|
|
|
|||
Operating income attributable to Dentsply Sirona
|
|
$
|
454.7
|
|
|
12.4
|
%
|
Business combination related costs and fair value adjustments
|
|
161.8
|
|
|
4.4
|
%
|
|
Amortization of purchased intangible assets
|
|
155.3
|
|
|
4.2
|
%
|
|
Restructuring program related costs and other costs
|
|
27.1
|
|
|
0.7
|
%
|
|
Credit risk and fair value adjustments
|
|
5.3
|
|
|
0.1
|
%
|
|
Adjusted non-US GAAP Operating Income
|
|
$
|
804.2
|
|
|
21.8
|
%
|
|
|
Year Ended December 31, 2015
|
|||||
(in millions, except percentage of net sales amounts)
|
|
Operating Income
|
|
Percentage of Net Sales, Excluding Precious Metal Content
|
|||
|
|
|
|
|
|||
Operating income attributable to Dentsply Sirona
|
|
$
|
375.2
|
|
|
14.5
|
%
|
Restructuring program related costs and other costs
|
|
81.1
|
|
|
3.2
|
%
|
|
Amortization of purchased intangible assets
|
|
43.7
|
|
|
1.7
|
%
|
|
Business combination related costs and fair value adjustments
|
|
13.1
|
|
|
0.5
|
%
|
|
Credit risk and fair value adjustments
|
|
$
|
8.0
|
|
|
0.3
|
%
|
Adjusted non-US GAAP Operating Income
|
|
$
|
521.1
|
|
|
20.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net Sales, Excluding Precious Metal Content
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Technologies & Equipment
|
$
|
1,986.4
|
|
|
$
|
1,019.9
|
|
|
$
|
966.5
|
|
|
94.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Consumables
|
$
|
1,694.6
|
|
|
$
|
1,561.6
|
|
|
$
|
133.0
|
|
|
8.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Segment Operating Income
|
Year Ended December 31,
|
|
|
|
|
|||||||||
(in millions, except percentage amounts)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Technologies & Equipment
|
$
|
355.7
|
|
|
$
|
159.1
|
|
|
$
|
196.6
|
|
|
123.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Consumables
|
$
|
445.3
|
|
|
$
|
443.2
|
|
|
$
|
2.1
|
|
|
0.5
|
%
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2016
|
||||||||||
(in millions)
|
|
Technologies & Equipment
|
|
Consumables
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
2,050.5
|
|
|
$
|
1,694.8
|
|
|
$
|
3,745.3
|
|
Less: precious metal content of sales
|
|
64.1
|
|
|
0.2
|
|
|
64.3
|
|
|||
Net sales, excluding precious metal content
|
|
1,986.4
|
|
|
1,694.6
|
|
|
3,681.0
|
|
|||
Sirona net sales
(a)
|
|
145.0
|
|
|
15.7
|
|
|
160.7
|
|
|||
Merger related adjustments
(b)
|
|
13.5
|
|
|
—
|
|
|
13.5
|
|
|||
Elimination of intercompany net sales
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
2,144.9
|
|
|
$
|
1,709.8
|
|
|
$
|
3,854.7
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2015
|
||||||||||
(in millions)
|
|
Technologies & Equipment
|
|
Consumables
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
1,112.7
|
|
|
$
|
1,561.6
|
|
|
$
|
2,674.3
|
|
Less: precious metal content of sales
|
|
92.8
|
|
|
—
|
|
|
92.8
|
|
|||
Net sales, excluding precious metal content
|
|
1,019.9
|
|
|
1,561.6
|
|
|
2,581.5
|
|
|||
Sirona net sales
(a)
|
|
1,060.4
|
|
|
112.1
|
|
|
1,172.5
|
|
|||
Elimination of intercompany net sales
|
|
—
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
|||
Non-US GAAP combined business, net sales, excluding precious metal content
|
|
$
|
2,080.3
|
|
|
$
|
1,671.4
|
|
|
$
|
3,751.7
|
|
Contractual Obligations
|
Within
1 Year
|
|
Years 2-3
|
|
Years 4-5
|
|
Greater
Than
5 Years
|
|
Total
|
||||||||||
(in millions)
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term borrowings
|
$
|
9.2
|
|
|
$
|
244.1
|
|
|
$
|
298.9
|
|
|
$
|
1,073.9
|
|
|
$
|
1,626.1
|
|
Operating leases
|
38.6
|
|
|
56.2
|
|
|
36.0
|
|
|
35.3
|
|
|
166.1
|
|
|||||
Interest on long-term borrowings, net
of interest rate swap agreements
|
27.3
|
|
|
51.5
|
|
|
45.0
|
|
|
68.1
|
|
|
191.9
|
|
|||||
Postemployment obligations
|
18.7
|
|
|
37.2
|
|
|
39.8
|
|
|
117.2
|
|
|
212.9
|
|
|||||
Precious metal consignment agreements
|
40.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.3
|
|
|||||
|
$
|
134.1
|
|
|
$
|
389.0
|
|
|
$
|
419.7
|
|
|
$
|
1,294.5
|
|
|
$
|
2,237.3
|
|
(a)
|
Documents filed as part of this Report
|
1.
|
Financial Statements
|
|
Page
|
Management’s Report on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations - Years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income - Years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Balance Sheets - December 31, 2017 and 2016
|
|
Consolidated Statements of Changes in Equity - Years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows - Years ended December 31, 2017, 2016 and 2015
|
|
Notes to Consolidated Financial Statements
|
|
Quarterly Financial Information (Unaudited)
|
2.
|
Financial Statement Schedule for the Years Ended December 31,
2017
,
2016
, and
2015
.
|
|
Page
|
Schedule II — Valuation and Qualifying Accounts for the Years Ended December 31, 2017, 2016, and 2015.
|
|
|
|
3.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
Agreement and Plan of Merger, dated as of September 15, 2015, by and among DENTSPLY International Inc., Sirona Dental Systems, Inc. and Dawkins Merger Sub Inc. (14)
|
|
|
Amended and Restated Certificate of Incorporation (17)
|
|
|
Fifth Amended and Restated By-Laws, dated as of February 14, 2018 (22)
|
|
4.1
|
United States Commercial Paper Dealer Agreement dated as of March 28, 2002 between the Company and Citigroup Global Markets Inc. (formerly known as Salomon Smith Barney Inc.) (formerly Exhibit 4.1(b)) (3)
|
|
|
First Amendment to the United States Commercial Paper Dealer Agreement dated as of March 28, 2002 between the Company and Citigroup Global Markets Inc. (formerly known as Salomon Smith Barney Inc.) (13)
|
|
4.2
|
United States Commercial Paper Dealer Agreement dated as of August 18, 2011 between the Company and J.P. Morgan Securities LLC (13)
|
|
|
First Amendment to the United States Commercial Paper Dealer Agreement dated as of August 18, 2011 between the Company and J.P. Morgan Securities LLC (13)
|
|
$500.0 Million Credit Agreement, dated as of July 23, 2014 final maturity in July 23, 2019, by and among the Company, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A. as administrative agent, Citibank N.A. as Syndication Agent, Bank of Tokyo-Mitsubishi UFJ, LTD and Wells Fargo Bank, N.A., Commerzbank AG, and HSBC Bank USA N.A. as co-documentation agents, and J.P. Morgan Securities LLC and Citibank Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers (13)
|
|
|
First Amendment to the $500.0 Million Credit Agreement dated as of July 1, 2015 between the Company and the Subsidiary Borrowers party (15)
|
|
|
Second Amendment to the $500.0 Million Credit Agreement dated November 30, 2015 between the Company and Subsidiary Borrowers party (15)
|
|
|
$250.0 Million Private Placement Note Purchase Agreement, due February 19, 2016 dated as of October 16, 2009 (7)
|
|
4.5
|
65.0 Million Swiss Franc Term Loan Agreement, due March 1, 2012 dated as of February 24, 2010 (8)
|
|
|
First Amendment to the 65.0 Million Swiss Franc Term Loan Agreement dated May 21, 2010 between the Company, the Lenders, and PNC Bank National Association, as Agent (15)
|
|
|
Second Amendment to the 65.0 Million Swiss Franc Term Loan Agreement dated August 31, 2011 due September 1, 2016, between the Company, the Lenders, and PNC Bank, National Association, as Agent (9)
|
|
|
Third Amendment to the 65.0 Million Swiss Franc Term Loan Agreement dated November 30, 2015 (15)
|
|
|
$175.0 Million Credit Agreement dated August 26, 2013 among DENTSPLY International Inc., PNC Bank, National Association as Administrative Agent and the Lenders Party thereto (12)
|
|
|
First Amendment to the $175.0 Million Credit Agreement dated November 30, 2015 between the Company and PNC Bank, National Association as Administrative Agent and the Lenders Party thereto (15)
|
|
|
Form of Indenture (10)
|
|
|
Supplemental Indenture, dated August 23, 2011 between DENTSPLY International Inc., as Issuer and Wells Fargo, National Association, as Trustee (11)
|
|
|
12.55 Billion Japanese Yen Term Loan Agreement between the Company and Bank of Tokyo dated September 22, 2014 due September 28, 2019, between the Company, The Bank of Tokyo-Mitsubishi UFJ, LTD as Sole Lead Arranger, Development Bank of Japan, Inc. as Co-Arranger, The Bank of Tokyo-Mitsubishi UFJ, LTD, as Administrative Agent (13)
|
|
|
First Amendment to 12.55 Billion Japanese Yen Term Loan Agreement dated December 18, 2015 between the Company and Bank of Tokyo-Mitsubishi UFJ, LTD (15)
|
|
|
United States Commercial Paper issuing and paying Agency Agreement dated as of November 4, 2014, between the Company and U.S. Bank N.A. (13)
|
|
|
Note Purchase Agreement, dated December 11, 2015, by and among the Company and the purchasers listed in Schedule A thereto (15)
|
|
|
Note Purchase Agreement, dated October 27, 2016, by and among the Company and the purchasers listed in Schedule A thereto (17)
|
|
|
2002 Amended and Restated Equity Incentive Plan* (5)
|
|
|
Restricted Stock Unit Deferral Plan* (15)
|
|
10.4
|
Trust Agreement for the Company’s Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000 (1)
|
|
|
Plan Recordkeeping Agreement for the Company’s Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000 (1)
|
|
|
DENTSPLY Supplemental Saving Plan Agreement dated as of December 10, 2007* (5)
|
|
|
Amended and Restated Employment Agreement entered February 19, 2008 between the Company and James G. Mosch* (5)
|
|
|
Amended and Restated Employment Agreement entered January 1, 2009 between the Company’s subsidiary, DeguDent GMBH and Albert Sterkenburg* (6)
|
|
|
DENTSPLY International Inc. Directors’ Deferred Compensation Plan effective January 1, 1997, amended January 1, 2009* (6)
|
|
|
Board Compensation Arrangement* (Filed herewith)
|
|
|
Supplemental Executive Retirement Plan effective January 1, 1999, as amended January 1, 2009* (6)
|
|
|
Incentive Compensation Plan, amended and restated* (9)
|
|
|
AZ Trade Marks License Agreement, dated January 18, 2001 between AstraZeneca AB and Maillefer Instruments Holdings, S.A. (1)
|
10.18
|
Precious metal inventory Purchase and Sale Agreement dated November 30, 2001, as amended October 10, 2006 between Bank of Nova Scotia and the Company (4)
|
|
|
Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between JPMorgan Chase Bank and the Company (2)
|
|
|
Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between Mitsui & Co., Precious Metals Inc. and the Company (2)
|
|
|
Precious metal inventory Purchase and Sale Agreement dated January 30, 2002 between Commerzbank AG (formerly known as Dresdner Bank AG), Frankfurt, and the Company (5)
|
|
|
Precious metal inventory Purchase and Sale Agreement dated December 6, 2010, as amended February 8, 2013 between HSBC Bank USA, National Association and the Company (12)
|
|
|
Precious metal inventory Purchase and Sale Agreement dated April 29, 2013 between The Toronto-Dominion Bank and the Company (12)
|
|
|
Executive Change in Control Plan for foreign executives, as amended December 31, 2008* (7)
|
|
|
2010 Equity Incentive Plan, amended and restated (15)
|
|
|
Employment Agreement, dated December 11, 2015, between DENTSPLY International Inc. and Bret W. Wise* (15)
|
|
|
Employment Agreement, dated February 12, 2016, between DENTSPLY SIRONA Inc. and Christopher T. Clark* (17)
|
|
|
Employment Agreement, dated February 12, 2016, between DENTSPLY SIRONA Inc. and Ulrich Michel* (17)
|
|
|
DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan, as amended and restated effective February 14, 2018 (Filed herewith)
|
|
|
Employment Agreement, dated December 11, 2015, between DENTSPLY International Inc., Sirona Dental Systems, Inc. and Jeffrey T. Slovin* (17)
|
|
|
Amended and Restated U.S. Distributorship Agreement, dated May 31, 2012, by and between Patterson Companies, Inc. and Sirona Dental Systems, Inc. (16)
|
|
|
Amended and Restated U.S. CAD-CAM Distributorship Agreement, dated May 31, 2012, by and between Patterson Companies, Inc. and Sirona Dental Systems GmbH (16)
|
|
|
Sirona Dental Systems, Inc. Equity Incentive Plan, as Amended* (17)
|
|
|
Sirona Dental Systems, Inc. 2015 Long-Term Incentive Plan* (17)
|
|
|
Employment Agreement, dated September 27, 2017, between DENTSPLY SIRONA and Mark Thierer* (18)
|
|
|
Employment Agreement, dated September 27, 2017, between DENTSPLY SIRONA and Robert Size* (19)
|
|
|
Employment Agreement, dated October 10, 2017, between DENTSPLY SIRONA and Nicholas W. Alexos* (20)
|
|
|
Employment Agreement, dated October 10, 2017, between DENTSPLY SIRONA and Keith Ebling* (Filed herewith)
|
|
|
Employment Agreement, dated February 12, 2018, between DENTSPLY SIRONA and Donald M. Casey Jr* (21)
|
|
|
Form of DENTSPLY SIRONA Inc. Indemnification Agreement (22)
|
|
|
Form of Option Grant Notice Under the DENTSPLY SIRONA Inc 2016 Omnibus Incentive Plan as amended and restated (22)
|
|
|
Form of Restricted Share Unit Grant Notice Under the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan as amended and restated (22)
|
|
|
Form of Performance Restricted Share Unit Grant Notice Under the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan as amended and restated (22)
|
|
|
Employment Agreement, dated May 5, 2016, between DENTSPLY SIRONA and Maureen J. MacInnis* (Filed herewith)
|
|
|
Computation of Ratio of Earnings to Fixed Charges (Filed herewith)
|
|
|
Subsidiaries of the Company (Filed herewith)
|
|
|
Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP
|
|
|
Section 302 Certification Statement Chief Executive Officer
|
|
|
Section 302 Certification Statements Chief Financial Officer
|
|
|
Section 906 Certification Statement
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Extension Labels Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2000, File 0-16211.
|
|
|
(2)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2001, File 0-16211.
|
|
|
(3)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2002, File 0-16211.
|
|
|
(4)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2006, File no. 0-16211.
|
|
|
(5)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2007, File No. 0-16211.
|
|
|
(6)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2008, File No. 0-16211.
|
|
|
(7)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2009, File no. 0-16211.
|
|
|
(8)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2010, File no. 0-16211.
|
|
|
(9)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2011, File no. 0-16211.
|
|
|
(10)
|
Incorporated by reference to exhibit included in the Company’s Registration Statement on Form S-3 dated August 15, 2011 (No. 333-176307).
|
|
|
(11)
|
Incorporated by reference to exhibit included in the Company’s Form 8-K dated August 29, 2011, File no. 0-16211.
|
|
|
(12)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2013, File no. 0-16211.
|
|
|
(13)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2014, File no. 0-16211.
|
|
|
(14)
|
Incorporated by reference to exhibit included in the Company’s Form 8-K dated September 16, 2015, File no. 0-16211.
|
|
|
(15)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2015, File no. 0-16211.
|
|
|
(16)
|
Incorporated by reference to exhibit included in the Form 8-K/A, filed by Sirona Dental Systems, Inc. on July 12, 2012 (File no 000-22673).
|
|
|
(17)
|
Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2016, File no. 0-16211.
|
|
|
(18)
|
Incorporated by reference to exhibit included in the Company’s Form 8-K, dated October 2, 2017, File no. 0-16211.
|
|
|
(19)
|
Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended September 30, 2017, File no. 0-16211.
|
|
|
(20)
|
Incorporated by reference to exhibit included in the Company’s Form 8-K, dated November 3, 2017, File no.0-16211.
|
|
|
(21)
|
Incorporated by reference to exhibit included in the Company’s Form 8-K, dated January 17, 2018, File no.0-16211.
|
|
|
(22)
|
Incorporated by reference to exhibit included in the Company’s Form 8-K, dated February 15, 2018, File no.0-16211.
|
/s/
|
Donald M. Casey, Jr.
|
|
/s/
|
Nicholas W. Alexos
|
|
Donald M. Casey, Jr.
|
|
|
Nicholas W. Alexos
|
|
Chief Executive Officer
|
|
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
March 15, 2018
|
|
|
March 15, 2018
|
/s/
|
PricewaterhouseCoopers LLP
|
|
PricewaterhouseCoopers LLP
|
|
Harrisburg, Pennsylvania
|
|
March 15, 2018
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
3,993.4
|
|
|
$
|
3,745.3
|
|
|
$
|
2,674.3
|
|
Cost of products sold
|
1,804.9
|
|
|
1,744.4
|
|
|
1,157.1
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
2,188.5
|
|
|
2,000.9
|
|
|
1,517.2
|
|
|||
Selling, general and administrative expenses
|
1,674.7
|
|
|
1,523.0
|
|
|
1,077.3
|
|
|||
Goodwill impairment
|
1,650.9
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and other costs
|
425.2
|
|
|
23.2
|
|
|
64.7
|
|
|||
|
|
|
|
|
|
||||||
Operating (loss) income
|
(1,562.3
|
)
|
|
454.7
|
|
|
375.2
|
|
|||
|
|
|
|
|
|
||||||
Other income and expenses:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
38.3
|
|
|
35.9
|
|
|
55.9
|
|
|||
Interest income
|
(2.4
|
)
|
|
(2.0
|
)
|
|
(2.2
|
)
|
|||
Other expense (income), net
|
5.3
|
|
|
(20.1
|
)
|
|
(8.2
|
)
|
|||
|
|
|
|
|
|
||||||
(Loss) income before income taxes
|
(1,603.5
|
)
|
|
440.9
|
|
|
329.7
|
|
|||
(Benefit) provision for income taxes
|
(53.2
|
)
|
|
9.5
|
|
|
77.0
|
|
|||
Equity in net loss of unconsolidated affiliated company
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||
|
|
|
|
|
|
||||||
Net (loss) income
|
(1,550.3
|
)
|
|
431.4
|
|
|
251.1
|
|
|||
|
|
|
|
|
|
||||||
Less: Net (loss) income attributable to noncontrolling interests
|
(0.3
|
)
|
|
1.5
|
|
|
(0.1
|
)
|
|||
|
|
|
|
|
|
||||||
Net (loss) income attributable to Dentsply Sirona
|
$
|
(1,550.0
|
)
|
|
$
|
429.9
|
|
|
$
|
251.2
|
|
|
|
|
|
|
|
||||||
Net (loss) income per common share attributable to Dentsply Sirona:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(6.76
|
)
|
|
$
|
1.97
|
|
|
$
|
1.79
|
|
Diluted
|
$
|
(6.76
|
)
|
|
$
|
1.94
|
|
|
$
|
1.76
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
229.4
|
|
|
218.0
|
|
|
140.0
|
|
|||
Diluted
|
229.4
|
|
|
221.6
|
|
|
142.5
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share:
|
$
|
0.35
|
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(1,550.3
|
)
|
|
$
|
431.4
|
|
|
$
|
251.1
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
386.3
|
|
|
(90.5
|
)
|
|
(188.1
|
)
|
|||
Net (loss) gain on derivative financial instruments
|
(20.2
|
)
|
|
(8.6
|
)
|
|
12.1
|
|
|||
Net unrealized holding gain (loss) on available-for-sale securities
|
44.3
|
|
|
—
|
|
|
(8.5
|
)
|
|||
Pension liability adjustments
|
4.6
|
|
|
(13.8
|
)
|
|
32.2
|
|
|||
Total other comprehensive income (loss)
|
415.0
|
|
|
(112.9
|
)
|
|
(152.3
|
)
|
|||
|
|
|
|
|
|
||||||
Total comprehensive (loss) income
|
(1,135.3
|
)
|
|
318.5
|
|
|
98.8
|
|
|||
|
|
|
|
|
|
||||||
Less: Comprehensive (loss) income attributable to noncontrolling interests
|
—
|
|
|
0.3
|
|
|
0.5
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive (loss) income attributable to Dentsply Sirona
|
$
|
(1,135.3
|
)
|
|
$
|
318.2
|
|
|
$
|
98.3
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
320.6
|
|
|
$
|
383.9
|
|
Accounts and notes receivable-trade, net
|
746.2
|
|
|
636.0
|
|
||
Inventories, net
|
623.1
|
|
|
517.1
|
|
||
Prepaid expenses and other current assets
|
312.6
|
|
|
206.5
|
|
||
Total Current Assets
|
2,002.5
|
|
|
1,743.5
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
876.0
|
|
|
799.8
|
|
||
Identifiable intangible assets, net
|
2,800.7
|
|
|
2,957.6
|
|
||
Goodwill, net
|
4,539.2
|
|
|
5,952.0
|
|
||
Other noncurrent assets, net
|
156.1
|
|
|
102.9
|
|
||
Total Assets
|
$
|
10,374.5
|
|
|
$
|
11,555.8
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
284.4
|
|
|
$
|
223.0
|
|
Accrued liabilities
|
585.8
|
|
|
462.7
|
|
||
Income taxes payable
|
54.2
|
|
|
60.8
|
|
||
Notes payable and current portion of long-term debt
|
30.1
|
|
|
21.1
|
|
||
Total Current Liabilities
|
954.5
|
|
|
767.6
|
|
||
|
|
|
|
||||
Long-term debt
|
1,611.6
|
|
|
1,511.1
|
|
||
Deferred income taxes
|
718.0
|
|
|
751.7
|
|
||
Other noncurrent liabilities
|
462.5
|
|
|
399.5
|
|
||
Total Liabilities
|
3,746.6
|
|
|
3,429.9
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Preferred stock, $1.00 par value; .25 million shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value;
|
2.6
|
|
|
2.6
|
|
||
400.0 million shares authorized at December 31, 2017 and 2016
|
|
|
|
||||
264.5 million shares issued at December 31, 2017 and 2016
|
|
|
|
||||
226.8 million and 230.1 million shares outstanding at December 31, 2017 and 2016, respectively
|
|
|
|
||||
Capital in excess of par value
|
6,543.9
|
|
|
6,516.7
|
|
||
Retained earnings
|
2,316.2
|
|
|
3,948.0
|
|
||
Accumulated other comprehensive loss
|
(291.0
|
)
|
|
(705.7
|
)
|
||
Treasury stock, at cost, 37.7 million and 34.4 million shares at December 31, 2017 and 2016, respectively
|
(1,955.4
|
)
|
|
(1,647.3
|
)
|
||
Total Dentsply Sirona Equity
|
6,616.3
|
|
|
8,114.3
|
|
||
Noncontrolling interests
|
11.6
|
|
|
11.6
|
|
||
Total Equity
|
6,627.9
|
|
|
8,125.9
|
|
||
Total Liabilities and Equity
|
$
|
10,374.5
|
|
|
$
|
11,555.8
|
|
DENTSPLY SIRONA INC. AND SUBSIDIARIES
|
|||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|||||||||||||||||||||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Dentsply
Sirona
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2014
|
$
|
1.6
|
|
|
$
|
221.7
|
|
|
$
|
3,380.7
|
|
|
$
|
(441.1
|
)
|
|
$
|
(841.6
|
)
|
|
$
|
2,321.3
|
|
|
$
|
0.9
|
|
|
$
|
2,322.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
251.2
|
|
|
—
|
|
|
—
|
|
|
251.2
|
|
|
(0.1
|
)
|
|
251.1
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(152.9
|
)
|
|
—
|
|
|
(152.9
|
)
|
|
0.6
|
|
|
(152.3
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exercise of stock options
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
43.4
|
|
|
35.2
|
|
|
—
|
|
|
35.2
|
|
||||||||
Tax benefit from stock options exercised
|
—
|
|
|
11.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
11.6
|
|
||||||||
Stock based compensation expense
|
—
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|
25.6
|
|
||||||||
Funding of Employee Stock Ownership Plan
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
||||||||
Treasury shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112.7
|
)
|
|
(112.7
|
)
|
|
—
|
|
|
(112.7
|
)
|
||||||||
RSU distributions
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
||||||||
RSU dividends
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(40.6
|
)
|
|
—
|
|
|
—
|
|
|
(40.6
|
)
|
|
—
|
|
|
(40.6
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2015
|
$
|
1.6
|
|
|
$
|
237.8
|
|
|
$
|
3,591.0
|
|
|
$
|
(594.0
|
)
|
|
$
|
(898.4
|
)
|
|
$
|
2,338.0
|
|
|
$
|
1.4
|
|
|
$
|
2,339.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
429.9
|
|
|
—
|
|
|
—
|
|
|
429.9
|
|
|
1.5
|
|
|
431.4
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(111.7
|
)
|
|
—
|
|
|
(111.7
|
)
|
|
(1.2
|
)
|
|
(112.9
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisition of noncontrolling interest
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
||||||||
Common stock issuance related to Sirona merger
|
1.0
|
|
|
6,255.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,256.2
|
|
|
10.2
|
|
|
6,266.4
|
|
||||||||
Exercise of stock options
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
48.1
|
|
|
37.3
|
|
|
—
|
|
|
37.3
|
|
||||||||
Tax benefit from stock options exercised
|
—
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|
16.1
|
|
||||||||
Stock based compensation expense
|
—
|
|
|
41.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.3
|
|
|
—
|
|
|
41.3
|
|
||||||||
Funding of Employee Stock Ownership Plan
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
||||||||
Treasury shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(815.1
|
)
|
|
(815.1
|
)
|
|
—
|
|
|
(815.1
|
)
|
||||||||
RSU distributions
|
—
|
|
|
(25.5
|
)
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|
(11.7
|
)
|
|
—
|
|
|
(11.7
|
)
|
||||||||
RSU dividends
|
—
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(72.3
|
)
|
|
—
|
|
|
—
|
|
|
(72.3
|
)
|
|
—
|
|
|
(72.3
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2016
|
$
|
2.6
|
|
|
$
|
6,516.7
|
|
|
$
|
3,948.0
|
|
|
$
|
(705.7
|
)
|
|
$
|
(1,647.3
|
)
|
|
$
|
8,114.3
|
|
|
$
|
11.6
|
|
|
$
|
8,125.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(1,550.0
|
)
|
|
—
|
|
|
—
|
|
|
(1,550.0
|
)
|
|
(0.3
|
)
|
|
(1,550.3
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
414.7
|
|
|
—
|
|
|
414.7
|
|
|
0.3
|
|
|
415.0
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exercise of stock options
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
75.0
|
|
|
81.9
|
|
|
—
|
|
|
81.9
|
|
||||||||
Stock based compensation expense
|
—
|
|
|
48.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.0
|
|
|
—
|
|
|
48.0
|
|
||||||||
Reclassification on adoption of ASU No.2016-09 (see Note 1)
|
—
|
|
|
1.0
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Funding of Employee Stock Ownership Plan
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
||||||||
Treasury shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400.3
|
)
|
|
(400.3
|
)
|
|
—
|
|
|
(400.3
|
)
|
||||||||
RSU distributions
|
—
|
|
|
(32.6
|
)
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|
(18.7
|
)
|
|
—
|
|
|
(18.7
|
)
|
||||||||
RSU dividends
|
—
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(80.2
|
)
|
|
—
|
|
|
—
|
|
|
(80.2
|
)
|
|
—
|
|
|
(80.2
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2017
|
$
|
2.6
|
|
|
$
|
6,543.9
|
|
|
$
|
2,316.2
|
|
|
$
|
(291.0
|
)
|
|
$
|
(1,955.4
|
)
|
|
$
|
6,616.3
|
|
|
$
|
11.6
|
|
|
$
|
6,627.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DENTSPLY SIRONA INC. AND SUBSIDIARIES
|
|
|
|
|
|
||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
||||||
(in millions)
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(1,550.3
|
)
|
|
$
|
431.4
|
|
|
$
|
251.1
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
127.3
|
|
|
116.6
|
|
|
79.1
|
|
|||
Amortization of intangible assets
|
189.1
|
|
|
155.1
|
|
|
43.8
|
|
|||
Amortization of deferred financing costs
|
2.6
|
|
|
4.5
|
|
|
11.3
|
|
|||
Goodwill impairment
|
1,650.9
|
|
|
—
|
|
|
—
|
|
|||
Indefinite-lived intangible asset impairment
|
346.7
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(143.8
|
)
|
|
(110.1
|
)
|
|
27.4
|
|
|||
Stock based compensation expense
|
48.0
|
|
|
41.3
|
|
|
25.6
|
|
|||
Restructuring and other costs - non-cash
|
64.7
|
|
|
9.7
|
|
|
43.3
|
|
|||
Stock option income tax benefit
|
—
|
|
|
(12.7
|
)
|
|
(11.6
|
)
|
|||
Equity in earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1.6
|
|
|||
Other non-cash expense (income)
|
9.9
|
|
|
(32.0
|
)
|
|
(13.1
|
)
|
|||
Loss on disposal of property, plant and equipment
|
1.6
|
|
|
2.8
|
|
|
0.8
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts and notes receivable-trade, net
|
(63.4
|
)
|
|
(75.1
|
)
|
|
(0.9
|
)
|
|||
Inventories, net
|
(62.9
|
)
|
|
65.4
|
|
|
32.1
|
|
|||
Prepaid expenses and other current assets
|
(75.0
|
)
|
|
(32.4
|
)
|
|
(9.5
|
)
|
|||
Other noncurrent assets
|
(3.7
|
)
|
|
2.6
|
|
|
3.3
|
|
|||
Accounts payable
|
44.2
|
|
|
7.2
|
|
|
8.8
|
|
|||
Accrued liabilities
|
28.3
|
|
|
(12.2
|
)
|
|
(4.7
|
)
|
|||
Income taxes
|
(20.5
|
)
|
|
(7.7
|
)
|
|
(8.1
|
)
|
|||
Other noncurrent liabilities
|
8.2
|
|
|
9.0
|
|
|
17.1
|
|
|||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
601.9
|
|
|
563.4
|
|
|
497.4
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Cash paid for acquisitions of businesses and equity investments
|
(145.9
|
)
|
|
(341.8
|
)
|
|
(54.0
|
)
|
|||
Proceeds from the sale of businesses
|
—
|
|
|
6.1
|
|
|
—
|
|
|||
Purchases of short term time deposits
|
(2.5
|
)
|
|
(6.8
|
)
|
|
—
|
|
|||
Proceeds from redemption of long-term corporate bonds
|
—
|
|
|
—
|
|
|
47.7
|
|
|||
Capital expenditures
|
(144.3
|
)
|
|
(125.0
|
)
|
|
(72.0
|
)
|
|||
Cash assumed in Sirona merger
|
—
|
|
|
522.3
|
|
|
—
|
|
|||
Purchase of company owned life insurance policies
|
(0.9
|
)
|
|
(1.7
|
)
|
|
(1.4
|
)
|
|||
Cash received on derivative contracts
|
6.5
|
|
|
20.1
|
|
|
30.7
|
|
|||
Cash paid on derivative contracts
|
—
|
|
|
(17.1
|
)
|
|
(6.3
|
)
|
|||
Expenditures for identifiable intangible assets
|
(6.7
|
)
|
|
(1.1
|
)
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
7.4
|
|
|
5.0
|
|
|
0.4
|
|
|||
|
|
|
|
|
|
||||||
Net cash (used in) provided by investing activities
|
(286.4
|
)
|
|
60.0
|
|
|
(54.9
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings, net of deferred financing costs
|
3.1
|
|
|
1,220.6
|
|
|
152.9
|
|
|||
Payments on long-term borrowings
|
(16.7
|
)
|
|
(877.5
|
)
|
|
(267.5
|
)
|
|||
Increase (decrease) in short-term borrowings
|
10.2
|
|
|
(44.1
|
)
|
|
(2.2
|
)
|
|||
Proceeds from exercise of stock options
|
82.3
|
|
|
41.0
|
|
|
35.5
|
|
|||
Excess tax benefits from stock based compensation
|
—
|
|
|
12.7
|
|
|
11.6
|
|
|||
Cash paid for acquisition of noncontrolling interests of consolidated subsidiaries
|
—
|
|
|
(0.4
|
)
|
|
(80.5
|
)
|
|||
Cash paid for treasury stock
|
(401.4
|
)
|
|
(813.9
|
)
|
|
(112.7
|
)
|
|||
Cash dividends paid
|
(78.3
|
)
|
|
(64.6
|
)
|
|
(40.0
|
)
|
|||
|
|
|
|
|
|
||||||
Net cash used in financing activities
|
(400.8
|
)
|
|
(526.2
|
)
|
|
(302.9
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
22.0
|
|
|
2.1
|
|
|
(6.6
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(63.3
|
)
|
|
99.3
|
|
|
133.0
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of period
|
383.9
|
|
|
284.6
|
|
|
151.6
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
320.6
|
|
|
$
|
383.9
|
|
|
$
|
284.6
|
|
|
|
|
|
|
|
||||||
Schedule of non-cash investing activities:
|
|
|
|
|
|
||||||
Merger financed by common stock
|
$
|
—
|
|
|
$
|
6,256.2
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid, net of amounts capitalized
|
$
|
37.0
|
|
|
$
|
36.7
|
|
|
$
|
54.9
|
|
Income taxes paid
|
$
|
122.7
|
|
|
$
|
112.3
|
|
|
$
|
71.4
|
|
Intangible Asset Type
|
|
Life
|
|
|
|
Patents
|
|
Up to date patent expires
|
Trademarks
|
|
Up to 20 years
|
Licensing agreements
|
|
Up to 20 years
|
Customer relationships
|
|
Up to 15 years
|
•
|
Services
:
Service revenue is generally recognized ratably over the contract term as the specified services are performed. Amounts received from customers in advance of rendering of services are classified as deferred income until the revenue can be recognized upon rendering of those services.
|
•
|
Extended Warranties
:
The Company offers its customers an option to purchase extended warranties on certain products. The Company recognizes revenue on these extended warranty contracts ratably over the life of the contract. The costs associated with these extended warranty contracts are recognized when incurred.
|
•
|
Multiple-Element Arrangements
: Arrangements with customers may include multiple deliverables, including any combination of equipment, services and extended warranties. The deliverables included in the Company’s multiple-element arrangements are separated into more than one unit of accounting when (i) the delivered equipment has value to the customer on a stand-alone basis, and (ii) delivery of the undelivered service element(s) is probable and substantially in the control of the Company. Arrangement consideration is then allocated to each unit, delivered or undelivered, based on the relative selling price of each unit of accounting based first on vendor-specific objective evidence, if it exists, and then based on estimated selling price.
|
•
|
Vendor-specific objective:
In most instances, products are sold separately in stand-alone arrangements. Services are also sold separately through renewals of contracts with varying periods. The Company determines vendor-specific objective based on its pricing and discounting practices for the specific product or service when sold separately, considering geographical, customer, and other economic or marketing variables, as well as renewal rates or stand-alone prices for the service element(s).
|
•
|
Estimated Selling Price:
Represents the price at which the Company would sell a product or service if it were sold on a stand-alone basis. When vendor-specific objective evidence does not exist for all elements, the Company determines estimated selling price for the arrangement element based on sales, cost and margin analysis, as well as other inputs based on its pricing practices. Adjustments for other market and Company-specific factors are made as deemed necessary in determining estimated selling price. After separating the elements into their specific units of accounting, total arrangement consideration is allocated to each unit of accounting according to the nature of the revenue as described above and application of the relative selling price method. Total recognized revenue is limited to the amount not contingent upon future transactions.
|
|
|
December 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Warranty Expense
|
|
$
|
25.7
|
|
|
$
|
25.2
|
|
|
$
|
6.0
|
|
Warranty Accrual
|
|
11.8
|
|
|
11.2
|
|
|
3.8
|
|
(in millions)
|
|
|
|
December 31, 2016
|
|
Classification
|
|
December 31, 2016
|
||||||
|
|
Deferred Tax Assets
|
|
As Reported
|
|
Adjustment
|
|
Revised
|
||||||
Consolidated Balance Sheet Item
|
|
and Liabilities
|
|
Balance
|
|
As Revised
|
|
Balance
|
||||||
Prepaid expenses and other current assets
|
|
Current DTAs
|
|
$
|
345.6
|
|
|
$
|
(139.1
|
)
|
|
$
|
206.5
|
|
Other noncurrent assets, net
|
|
Noncurrent DTAs
|
|
64.1
|
|
|
38.8
|
|
|
102.9
|
|
|||
Income taxes payable
|
|
Current DTLs
|
|
64.2
|
|
|
(3.4
|
)
|
|
60.8
|
|
|||
Deferred income taxes
|
|
Noncurrent DTLs
|
|
848.6
|
|
|
(96.9
|
)
|
|
751.7
|
|
(in millions, except for per share amounts)
|
|
Net (loss) income
attributable to
Dentsply
Sirona
|
|
Shares
|
|
(Loss) earnings per
common share
|
||||
|
|
|
|
|
|
|
||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
||||
Basic
|
|
(1,550.0
|
)
|
|
229.4
|
|
|
$
|
(6.76
|
)
|
Incremental weighted average shares from assumed exercise of
dilutive options from stock-based compensation awards
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted
|
|
(1,550.0
|
)
|
|
229.4
|
|
|
$
|
(6.76
|
)
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
429.9
|
|
|
218.0
|
|
|
$
|
1.97
|
|
Incremental weighted average shares from assumed exercise of
dilutive options from stock-based compensation awards
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted
|
|
429.9
|
|
|
221.6
|
|
|
$
|
1.94
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
251.2
|
|
|
140.0
|
|
|
$
|
1.79
|
|
Incremental weighted average shares from assumed exercise of
dilutive options from stock-based compensation awards
|
|
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted
|
|
251.2
|
|
|
142.5
|
|
|
$
|
1.76
|
|
(in millions)
|
|
Foreign Currency Translation (Loss) Gain
|
|
(Loss) and Gain on Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
(Loss) and Gain on Derivative Financial Instruments
|
|
Net Unrealized Holding Gain (Loss) on Available-for-Sale Securities
|
|
Pension Liability (Loss) Gain
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, net of tax, at December 31, 2016
|
|
$
|
(490.5
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(116.8
|
)
|
|
$
|
—
|
|
|
$
|
(95.2
|
)
|
|
$
|
(705.7
|
)
|
Other comprehensive income (loss) before reclassifications and tax impact
|
|
354.6
|
|
|
(14.7
|
)
|
|
(14.1
|
)
|
|
45.0
|
|
|
(1.0
|
)
|
|
369.8
|
|
||||||
Tax benefit (expense)
|
|
31.4
|
|
|
2.7
|
|
|
3.3
|
|
|
(0.7
|
)
|
|
0.7
|
|
|
37.4
|
|
||||||
Other comprehensive income (loss), net of tax, before reclassifications
|
|
386.0
|
|
|
(12.0
|
)
|
|
(10.8
|
)
|
|
44.3
|
|
|
(0.3
|
)
|
|
407.2
|
|
||||||
Amounts reclassified from accumulated other comprehensive income, net of tax
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
7.5
|
|
||||||
Net increase (decrease) in other comprehensive income
|
|
386.0
|
|
|
(9.4
|
)
|
|
(10.8
|
)
|
|
44.3
|
|
|
4.6
|
|
|
414.7
|
|
||||||
Balance, net of tax, at December 31, 2017
|
|
$
|
(104.5
|
)
|
|
$
|
(12.6
|
)
|
|
$
|
(127.6
|
)
|
|
$
|
44.3
|
|
|
$
|
(90.6
|
)
|
|
$
|
(291.0
|
)
|
(in millions)
|
|
Foreign Currency Translation (Loss) Gain
|
|
(Loss) and Gain on Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
(Loss) and Gain on Derivative Financial Instruments
|
|
Pension Liability (Loss) Gain
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, net of tax, at December 31, 2015
|
|
$
|
(401.2
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(110.2
|
)
|
|
$
|
(81.4
|
)
|
|
$
|
(594.0
|
)
|
Other comprehensive (loss) income before reclassifications and tax impact
|
|
(71.4
|
)
|
|
(0.8
|
)
|
|
(13.2
|
)
|
|
(25.4
|
)
|
|
(110.8
|
)
|
|||||
Tax (expense) benefit
|
|
(17.9
|
)
|
|
0.5
|
|
|
6.6
|
|
|
7.9
|
|
|
(2.9
|
)
|
|||||
Other comprehensive income (loss), net of tax, before reclassifications
|
|
(89.3
|
)
|
|
(0.3
|
)
|
|
(6.6
|
)
|
|
(17.5
|
)
|
|
(113.7
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
3.7
|
|
|
2.0
|
|
|||||
Net (decrease) increase in other comprehensive income
|
|
(89.3
|
)
|
|
(2.0
|
)
|
|
(6.6
|
)
|
|
(13.8
|
)
|
|
(111.7
|
)
|
|||||
Balance, net of tax, at December 31, 2016
|
|
$
|
(490.5
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(116.8
|
)
|
|
$
|
(95.2
|
)
|
|
$
|
(705.7
|
)
|
(in millions, except for useful life)
|
|
|
|
Weighted Average
|
||
|
|
|
|
Useful Life
|
||
|
|
Amount
|
|
(in years)
|
||
|
|
|
|
|
||
Customer relationships
|
|
$
|
18.1
|
|
|
15
|
Developed technology and patents
|
|
22.4
|
|
|
15
|
|
Trade names and trademarks
|
|
8.5
|
|
|
Indefinite
|
|
Total
|
|
$
|
49.0
|
|
|
|
(in millions, except per share amount)*
|
|
|
|
|
||||
|
|
|
|
|
||||
Sirona common stock outstanding at February 29, 2016
|
|
56.1
|
|
|
|
|||
Exchange ratio
|
|
1.8142
|
|
|
|
|||
DENTSPLY common stock issued for consideration
|
|
101.8
|
|
|
|
|||
DENTSPLY common stock per share price at February 26, 2016
|
|
$
|
60.67
|
|
|
|
||
Fair value of DENTSPLY common stock issued to Sirona shareholders
|
|
|
|
$
|
6,173.8
|
|
||
Fair value of vested portion of Sirona stock-based awards outstanding - 1.5 million
|
|
|
|
|
||||
at February 29, 2016
|
|
|
|
82.4
|
|
|||
Total acquisition consideration
|
|
|
|
$
|
6,256.2
|
|
(in millions, except for useful life)
|
|
|
|
Weighted Average
|
||
|
|
|
|
Useful Life
|
||
|
|
Amount
|
|
(in years)
|
||
|
|
|
|
|
||
Customer relationships
|
|
$
|
495.0
|
|
|
14
|
Developed technology and patents
|
|
1,035.0
|
|
|
12
|
|
Trade names and trademarks
|
|
905.0
|
|
|
Indefinite
|
|
Total
|
|
$
|
2,435.0
|
|
|
|
|
|
Pro forma - unaudited
|
||||||
|
|
Year Ended
|
||||||
(in millions, except per share amount)
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Net sales
|
|
$
|
3,916.0
|
|
|
$
|
3,830.0
|
|
Net income attributable to Dentsply Sirona
|
|
$
|
437.0
|
|
|
$
|
388.5
|
|
Diluted earnings per common share
|
|
$
|
1.85
|
|
|
$
|
1.58
|
|
(in millions, except for useful life)
|
|
|
|
Weighted Average
|
||
|
|
|
|
Useful Life
|
||
|
|
Amount
|
|
(in years)
|
||
|
|
|
|
|
||
Customer relationships
|
|
$
|
91.3
|
|
|
15
|
Developed technology and patents
|
|
37.4
|
|
|
15
|
|
Trade names and trademarks
|
|
25.3
|
|
|
Indefinite
|
|
Total
|
|
$
|
154.0
|
|
|
|
Third Party Net Sales
|
|
|
|
|
|
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Technologies & Equipment
|
|
$
|
2,200.8
|
|
|
$
|
2,050.5
|
|
|
$
|
1,112.7
|
|
Consumables
|
|
1,792.6
|
|
|
1,694.8
|
|
|
1,561.6
|
|
|||
Total net sales
|
|
$
|
3,993.4
|
|
|
$
|
3,745.3
|
|
|
$
|
2,674.3
|
|
Third Party Net Sales, Excluding Precious Metal Content
|
|
|
|
|
|
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Technologies & Equipment
|
|
$
|
2,160.3
|
|
|
$
|
1,986.4
|
|
|
$
|
1,019.9
|
|
Consumables
|
|
1,792.6
|
|
|
1,694.6
|
|
|
1,561.6
|
|
|||
Total net sales, excluding precious metal content
|
|
$
|
3,952.9
|
|
|
$
|
3,681.0
|
|
|
$
|
2,581.5
|
|
Precious metal content of sales
|
|
40.5
|
|
|
64.3
|
|
|
92.8
|
|
|||
Total net sales, including precious metal content
|
|
$
|
3,993.4
|
|
|
$
|
3,745.3
|
|
|
$
|
2,674.3
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Technologies & Equipment
|
|
$
|
257.5
|
|
|
$
|
218.1
|
|
|
$
|
75.9
|
|
Consumables
|
|
57.5
|
|
|
52.6
|
|
|
38.9
|
|
|||
All Other
(a)
|
|
1.4
|
|
|
1.0
|
|
|
8.1
|
|
|||
Total
|
|
$
|
316.4
|
|
|
$
|
271.7
|
|
|
$
|
122.9
|
|
(a)
|
Includes amounts recorded at Corporate headquarters.
|
Segment Operating Income (Loss)
|
|
|
|
|
|
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Technologies & Equipment
|
|
$
|
411.0
|
|
|
$
|
355.7
|
|
|
$
|
159.1
|
|
Consumables
|
|
487.1
|
|
|
445.3
|
|
|
443.2
|
|
|||
Segment adjusted operating income before income taxes and interest
|
|
$
|
898.1
|
|
|
$
|
801.0
|
|
|
$
|
602.3
|
|
|
|
|
|
|
|
|
||||||
Reconciling Items (income) expense:
|
|
|
|
|
|
|
|
|
|
|||
All Other
(a)
|
|
189.0
|
|
|
162.8
|
|
|
116.9
|
|
|||
Restructuring and other costs
|
|
425.2
|
|
|
23.2
|
|
|
64.7
|
|
|||
Goodwill Impairment
|
|
1,650.9
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
38.3
|
|
|
35.9
|
|
|
55.9
|
|
|||
Interest income
|
|
(2.4
|
)
|
|
(2.0
|
)
|
|
(2.2
|
)
|
|||
Other expense (income), net
|
|
5.3
|
|
|
(20.1
|
)
|
|
(8.2
|
)
|
|||
Amortization of intangible assets
|
|
189.1
|
|
|
155.3
|
|
|
43.7
|
|
|||
Depreciation resulting from the fair value step-up of property,
plant and equipment from business combinations
|
|
6.2
|
|
|
5.0
|
|
|
1.8
|
|
|||
Income before income taxes
|
|
$
|
(1,603.5
|
)
|
|
$
|
440.9
|
|
|
$
|
329.7
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Technologies & Equipment
|
|
$
|
98.6
|
|
|
$
|
73.7
|
|
|
$
|
22.1
|
|
Consumables
|
|
37.6
|
|
|
42.2
|
|
|
39.1
|
|
|||
All Other
(a)
|
|
8.1
|
|
|
9.1
|
|
|
10.8
|
|
|||
Total
|
|
$
|
144.3
|
|
|
$
|
125.0
|
|
|
$
|
72.0
|
|
Assets
|
|
|
|
|
||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Technologies & Equipment
|
|
$
|
8,130.6
|
|
|
$
|
9,667.0
|
|
Consumables
|
|
1,965.1
|
|
|
1,445.1
|
|
||
All Other
(a)
|
|
278.8
|
|
|
443.7
|
|
||
Total
|
|
$
|
10,374.5
|
|
|
$
|
11,555.8
|
|
(in millions)
|
United
States
|
|
Germany
|
|
Sweden
|
|
Other
Foreign
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,376.5
|
|
|
$
|
493.3
|
|
|
$
|
52.4
|
|
|
$
|
2,071.2
|
|
|
$
|
3,993.4
|
|
Property, plant and equipment, net
|
202.0
|
|
|
331.5
|
|
|
103.4
|
|
|
239.1
|
|
|
876.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
1,383.0
|
|
|
$
|
617.0
|
|
|
$
|
53.2
|
|
|
$
|
1,692.1
|
|
|
$
|
3,745.3
|
|
Property, plant and equipment, net
|
192.5
|
|
|
244.1
|
|
|
82.5
|
|
|
280.7
|
|
|
799.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
1,027.4
|
|
|
$
|
472.8
|
|
|
$
|
42.3
|
|
|
$
|
1,131.8
|
|
|
$
|
2,674.3
|
|
Property, plant and equipment, net
|
178.5
|
|
|
92.1
|
|
|
92.3
|
|
|
195.9
|
|
|
558.8
|
|
|
|
December 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Dental consumables products
|
|
$
|
1,769.7
|
|
|
$
|
1,770.3
|
|
|
$
|
1,671.1
|
|
Dental technology and equipment products
|
|
1,895.7
|
|
|
1,658.6
|
|
|
687.7
|
|
|||
Healthcare consumable products
|
|
328.0
|
|
|
316.4
|
|
|
315.5
|
|
|||
Total net sales
|
|
$
|
3,993.4
|
|
|
$
|
3,745.3
|
|
|
$
|
2,674.3
|
|
|
|
December 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Foreign exchange transaction loss (gain)
|
|
$
|
1.7
|
|
|
$
|
(10.2
|
)
|
|
$
|
(5.2
|
)
|
Other expense (income), net
|
|
3.6
|
|
|
(9.9
|
)
|
|
(3.0
|
)
|
|||
Total other expense (income), net
|
|
$
|
5.3
|
|
|
$
|
(20.1
|
)
|
|
$
|
(8.2
|
)
|
|
|
December 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Finished goods
|
|
$
|
387.6
|
|
|
$
|
311.3
|
|
Work-in-process
|
|
90.4
|
|
|
77.1
|
|
||
Raw materials and supplies
|
|
145.1
|
|
|
128.7
|
|
||
Inventories, net
|
|
$
|
623.1
|
|
|
$
|
517.1
|
|
|
|
December 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Assets, at cost:
|
|
|
|
|
||||
Land
|
|
$
|
58.7
|
|
|
$
|
52.8
|
|
Buildings and improvements
|
|
554.7
|
|
|
500.4
|
|
||
Machinery and equipment
|
|
1,367.5
|
|
|
1,218.8
|
|
||
Construction in progress
|
|
91.6
|
|
|
82.9
|
|
||
|
|
2,072.5
|
|
|
1,854.9
|
|
||
Less: Accumulated depreciation
|
|
1,196.5
|
|
|
1,055.1
|
|
||
Property, plant and equipment, net
|
|
$
|
876.0
|
|
|
$
|
799.8
|
|
(in millions)
|
|
Technologies & Equipment
|
|
Consumables
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
|
$
|
1,366.6
|
|
|
$
|
621.0
|
|
|
$
|
1,987.6
|
|
Merger related additions
|
|
3,634.0
|
|
|
142.8
|
|
|
3,776.8
|
|
|||
Acquisition activity
|
|
204.6
|
|
|
—
|
|
|
204.6
|
|
|||
Adjustment of provisional amounts on prior acquisitions
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||
Effect of exchange rate changes
|
|
(13.5
|
)
|
|
(5.1
|
)
|
|
(18.6
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
5,193.3
|
|
|
$
|
758.7
|
|
|
$
|
5,952.0
|
|
Acquisition activity
|
|
—
|
|
|
87.5
|
|
|
87.5
|
|
|||
Adjustment of provisional amounts on prior acquisitions
|
|
(19.2
|
)
|
|
—
|
|
|
(19.2
|
)
|
|||
Impairment
|
|
(1,650.9
|
)
|
|
—
|
|
|
(1,650.9
|
)
|
|||
Effect of exchange rate changes
|
|
137.4
|
|
|
32.4
|
|
|
169.8
|
|
|||
Balance, at December 31, 2017
|
|
$
|
3,660.6
|
|
|
$
|
878.6
|
|
|
$
|
4,539.2
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(in millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
|
$
|
1,385.5
|
|
|
$
|
(305.0
|
)
|
|
$
|
1,080.5
|
|
|
$
|
1,189.5
|
|
|
$
|
(177.3
|
)
|
|
$
|
1,012.2
|
|
Trademarks
|
|
76.4
|
|
|
(46.5
|
)
|
|
29.9
|
|
|
65.3
|
|
|
(38.7
|
)
|
|
26.6
|
|
||||||
Licensing agreements
|
|
31.2
|
|
|
(24.8
|
)
|
|
6.4
|
|
|
33.5
|
|
|
(26.7
|
)
|
|
6.8
|
|
||||||
Customer relationships
|
|
1,109.1
|
|
|
(272.0
|
)
|
|
837.1
|
|
|
1,004.8
|
|
|
(181.2
|
)
|
|
823.6
|
|
||||||
Total definite-lived
|
|
$
|
2,602.2
|
|
|
$
|
(648.3
|
)
|
|
$
|
1,953.9
|
|
|
$
|
2,293.1
|
|
|
$
|
(423.9
|
)
|
|
$
|
1,869.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and In-process R&D
|
|
$
|
846.8
|
|
|
$
|
—
|
|
|
$
|
846.8
|
|
|
$
|
1,088.4
|
|
|
$
|
—
|
|
|
$
|
1,088.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total identifiable intangible assets
|
|
$
|
3,449.0
|
|
|
$
|
(648.3
|
)
|
|
$
|
2,800.7
|
|
|
$
|
3,381.5
|
|
|
$
|
(423.9
|
)
|
|
$
|
2,957.6
|
|
|
|
December 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Prepaid expenses
|
|
100.3
|
|
|
69.5
|
|
||
Available-for-sale securities
|
|
54.4
|
|
|
—
|
|
||
Deposits
|
|
37.2
|
|
|
39.4
|
|
||
Fair value of derivatives
|
|
3.9
|
|
|
14.1
|
|
||
Other current assets
|
|
116.8
|
|
|
83.5
|
|
||
Prepaid expenses and other current assets
|
|
$
|
312.6
|
|
|
$
|
206.5
|
|
|
|
December 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Payroll, commissions, bonuses, other cash compensation and employee benefits
|
|
$
|
171.4
|
|
|
$
|
143.4
|
|
Sales and marketing programs
|
|
105.8
|
|
|
102.0
|
|
||
Restructuring costs
|
|
60.3
|
|
|
27.4
|
|
||
Accrued vacation and holidays
|
|
42.8
|
|
|
37.5
|
|
||
Professional and legal costs
|
|
31.5
|
|
|
20.2
|
|
||
Current portion of derivatives
|
|
17.4
|
|
|
2.7
|
|
||
General insurance
|
|
15.0
|
|
|
15.0
|
|
||
Warranty liabilities
|
|
11.8
|
|
|
11.2
|
|
||
Third party royalties
|
|
10.7
|
|
|
10.4
|
|
||
Deferred income
|
|
8.9
|
|
|
14.1
|
|
||
Accrued interest
|
|
9.4
|
|
|
8.1
|
|
||
Accrued travel expenses
|
|
7.8
|
|
|
6.9
|
|
||
Accrued property taxes
|
|
7.3
|
|
|
6.4
|
|
||
Other
|
|
85.7
|
|
|
57.4
|
|
||
Accrued liabilities
|
|
$
|
585.8
|
|
|
$
|
462.7
|
|
|
|
December 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
|
|
Principal
|
|
Interest
|
|
Principal
|
|
Interest
|
||||||
(in millions except percentage amounts)
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Corporate commercial paper facility
|
|
$
|
7.3
|
|
|
1.9
|
%
|
|
—
|
|
|
—
|
%
|
|
Brazil short-term loans
|
|
0.3
|
|
|
11.2
|
%
|
|
$
|
1.5
|
|
|
15.0
|
%
|
|
China short-term loans
|
|
9.7
|
|
|
0.4
|
%
|
|
6.8
|
|
|
3.5
|
%
|
||
Other short-term loans
|
|
3.6
|
|
|
1.3
|
%
|
|
1.8
|
|
|
3.1
|
%
|
||
Add: Current portion of long-term debt
|
|
9.2
|
|
|
|
|
11.0
|
|
|
|
||||
Total short-term debt
|
|
$
|
30.1
|
|
|
|
|
$
|
21.1
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
|
|
2017
|
|
|
|
2016
|
|
|
||||||
Maximum month-end short-term debt outstanding during the year
|
|
$
|
54.4
|
|
|
|
|
$
|
49.0
|
|
|
|
||
Average amount of short-term debt outstanding during the year
|
|
24.9
|
|
|
|
|
15.5
|
|
|
|
||||
Weighted-average interest rate on short-term debt at year-end
|
|
|
|
1.6
|
%
|
|
|
|
13.4
|
%
|
|
|
December 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
|
|
Principal
|
|
Interest
|
|
Principal
|
|
Interest
|
||||||
(in millions except percentage amounts)
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Term loan 12.6 billion Japanese yen denominated due September 2019
|
|
111.4
|
|
|
0.7
|
%
|
|
107.5
|
|
|
0.7
|
%
|
||
Term loan $175.0 million due August 2020
|
|
140.0
|
|
|
2.6
|
%
|
|
148.8
|
|
|
2.1
|
%
|
||
Fixed rate senior notes $450 million due August 2021
|
|
295.7
|
|
|
4.1
|
%
|
|
295.7
|
|
|
4.1
|
%
|
||
Private placement notes 70.0 million euros due October 2024
|
|
84.0
|
|
|
1.0
|
%
|
|
73.8
|
|
|
1.0
|
%
|
||
Private placement notes 25.0 million Swiss franc due December 2025
|
|
25.6
|
|
|
0.9
|
%
|
|
24.5
|
|
|
0.9
|
%
|
||
Private placement notes 97.0 million euros due December 2025
|
|
116.5
|
|
|
2.1
|
%
|
|
102.2
|
|
|
2.1
|
%
|
||
Private placement notes 26.0 million euros due February 2026
|
|
31.2
|
|
|
2.1
|
%
|
|
27.4
|
|
|
2.1
|
%
|
||
Private placement notes 58.0 million Swiss franc due August 2026
|
|
59.5
|
|
|
1.0
|
%
|
|
57.0
|
|
|
1.0
|
%
|
||
Private placement notes 106.0 million euros due August 2026
|
|
127.3
|
|
|
2.3
|
%
|
|
111.7
|
|
|
2.3
|
%
|
||
Private placement notes 70.0 million euros due October 2027
|
|
84.0
|
|
|
1.3
|
%
|
|
73.7
|
|
|
1.3
|
%
|
||
Private placement notes 7.5 million Swiss franc due December 2027
|
|
7.7
|
|
|
1.0
|
%
|
|
7.4
|
|
|
1.0
|
%
|
||
Private placement notes 15.0 million euros due December 2027
|
|
18.0
|
|
|
2.2
|
%
|
|
15.8
|
|
|
2.2
|
%
|
||
Private placement notes 140.0 million Swiss franc due August 2028
|
|
143.6
|
|
|
1.2
|
%
|
|
137.6
|
|
|
1.2
|
%
|
||
Private placement notes 70.0 million euros due October 2029
|
|
84.1
|
|
|
1.5
|
%
|
|
73.8
|
|
|
1.5
|
%
|
||
Private placement notes 70.0 million euros due October 2030
|
|
84.1
|
|
|
1.6
|
%
|
|
73.7
|
|
|
1.6
|
%
|
||
Private placement notes 45.0 million euros due February 2031
|
|
54.0
|
|
|
2.5
|
%
|
|
47.4
|
|
|
2.5
|
%
|
||
Private placement notes 65.0 million Swiss franc due August 2031
|
|
66.7
|
|
|
1.3
|
%
|
|
63.9
|
|
|
1.3
|
%
|
||
Private placement notes 70.0 million euros due October 2031
|
|
84.1
|
|
|
1.7
|
%
|
|
73.8
|
|
|
1.7
|
%
|
||
Other borrowings, various currencies and rates
|
|
8.6
|
|
|
|
|
12.5
|
|
|
|
||||
|
|
$
|
1,626.1
|
|
|
|
|
$
|
1,528.2
|
|
|
|
||
Less: Current portion
|
|
|
|
|
|
|
|
|
||||||
(included in “Notes payable and current portion of long-term debt” in the Consolidated Balance Sheets)
|
|
9.2
|
|
|
|
|
11.0
|
|
|
|
||||
Less: Long-term portion of deferred financing costs
|
|
5.3
|
|
|
|
|
6.1
|
|
|
|
||||
Long-term portion
|
|
$
|
1,611.6
|
|
|
|
|
$
|
1,511.1
|
|
|
|
(in millions)
|
|
Shares of Common Stock
|
|
Shares of Treasury Stock
|
|
Outstanding
Shares
|
|||
|
|
|
|
|
|
|
|||
Balance at December 31, 2014
|
|
162.8
|
|
|
(21.9
|
)
|
|
140.9
|
|
Shares of treasury stock issued
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
Repurchase of common stock at an average cost of $52.50
|
|
—
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2015
|
|
162.8
|
|
|
(22.7
|
)
|
|
140.1
|
|
Common stock issuance related to Merger
|
|
101.7
|
|
|
—
|
|
|
101.7
|
|
Shares of treasury stock issued
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
Repurchase of common stock at an average cost of $60.78
|
|
—
|
|
|
(13.4
|
)
|
|
(13.4
|
)
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2016
|
|
264.5
|
|
|
(34.4
|
)
|
|
230.1
|
|
Shares of treasury stock issued
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
Repurchase of common stock at an average cost of $64.40
|
|
—
|
|
|
(6.2
|
)
|
|
(6.2
|
)
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2017
|
|
264.5
|
|
|
(37.7
|
)
|
|
226.8
|
|
|
|
December 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Stock option expense
|
|
$
|
15.4
|
|
|
$
|
10.6
|
|
|
$
|
8.1
|
|
RSU expense
|
|
31.2
|
|
|
29.1
|
|
|
16.2
|
|
|||
Total stock based compensation expense
|
|
$
|
46.6
|
|
|
$
|
39.7
|
|
|
$
|
24.3
|
|
|
|
|
|
|
|
|
||||||
Related deferred income tax benefit
|
|
$
|
8.4
|
|
|
$
|
10.9
|
|
|
$
|
7.1
|
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Weighted average fair value per share
|
|
$
|
13.83
|
|
|
$
|
12.78
|
|
|
$
|
10.87
|
|
Expected dividend yield
|
|
0.57
|
%
|
|
0.52
|
%
|
|
0.51
|
%
|
|||
Risk-free interest rate
|
|
2.11
|
%
|
|
1.54
|
%
|
|
1.59
|
%
|
|||
Expected volatility
|
|
20.0
|
%
|
|
20.8
|
%
|
|
20.3
|
%
|
|||
Expected life (years)
|
|
5.95
|
|
|
6.14
|
|
|
5.68
|
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||||||||||
(in millions, except per share amounts)
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
8.4
|
|
|
$
|
39.22
|
|
|
$
|
155.9
|
|
|
6.7
|
|
|
$
|
36.03
|
|
|
$
|
144.9
|
|
Granted
|
|
1.0
|
|
|
61.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised
|
|
(2.3
|
)
|
|
35.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forfeited
|
|
(0.1
|
)
|
|
55.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2017
|
|
7.0
|
|
|
$
|
43.43
|
|
|
$
|
157.0
|
|
|
5.4
|
|
|
$
|
38.74
|
|
|
$
|
144.9
|
|
|
|
|
|
Outstanding
|
|
Exercisable
|
|||||||||||||
(in millions, except per share amounts and life)
|
|
Number
Outstanding
at
December 31,
|
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
|
Number
Exercisable
at
December 31,
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Range of
|
|
|
|
|
|
||||||||||||||
Exercise Prices
|
|
2017
|
|
|
|
2017
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
5.01
|
|
-
|
10.00
|
|
0.2
|
|
|
0.9
|
|
$
|
6.56
|
|
|
0.2
|
|
|
$
|
6.56
|
|
10.01
|
|
-
|
20.00
|
|
0.1
|
|
|
1.0
|
|
12.56
|
|
|
0.1
|
|
|
12.56
|
|
||
20.01
|
|
-
|
30.00
|
|
0.4
|
|
|
1.7
|
|
25.26
|
|
|
0.4
|
|
|
25.26
|
|
||
30.01
|
|
-
|
40.00
|
|
2.6
|
|
|
3.5
|
|
36.63
|
|
|
2.6
|
|
|
36.63
|
|
||
40.01
|
|
-
|
50.00
|
|
1.5
|
|
|
5.7
|
|
43.90
|
|
|
1.4
|
|
|
43.68
|
|
||
50.01
|
|
-
|
60.00
|
|
1.2
|
|
|
7.5
|
|
54.11
|
|
|
0.6
|
|
|
53.14
|
|
||
60.01
|
|
-
|
70.00
|
|
1.0
|
|
|
8.9
|
|
62.01
|
|
|
0.1
|
|
|
61.08
|
|
||
|
|
|
|
7.0
|
|
|
5.3
|
|
$
|
43.43
|
|
|
5.4
|
|
|
$
|
38.74
|
|
|
|
Unvested Restricted Stock Units
|
|||||
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
|
|
|
|||||
(in millions, except per share amounts)
|
|
|
|||||
|
|
|
|
|
|||
Unvested at December 31, 2016
|
|
1.9
|
|
|
$
|
49.55
|
|
Granted
|
|
0.6
|
|
|
61.66
|
|
|
Vested
|
|
(0.7
|
)
|
|
44.89
|
|
|
Forfeited
|
|
(0.1
|
)
|
|
55.49
|
|
|
Unvested at December 31, 2017
|
|
1.7
|
|
|
$
|
56.05
|
|
|
|
December 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(145.0
|
)
|
|
$
|
28.9
|
|
|
$
|
26.8
|
|
Foreign
|
|
(1,458.5
|
)
|
|
412.0
|
|
|
302.9
|
|
|||
|
|
$
|
(1,603.5
|
)
|
|
$
|
440.9
|
|
|
$
|
329.7
|
|
|
|
December 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
1.7
|
|
|
$
|
2.3
|
|
|
$
|
(3.0
|
)
|
U.S. state
|
|
5.9
|
|
|
5.6
|
|
|
1.7
|
|
|||
Foreign
|
|
83.0
|
|
|
111.7
|
|
|
50.9
|
|
|||
Total
|
|
$
|
90.6
|
|
|
$
|
119.6
|
|
|
$
|
49.6
|
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
U.S. federal
|
|
$
|
2.8
|
|
|
$
|
27.6
|
|
|
$
|
44.3
|
|
U.S. state
|
|
11.4
|
|
|
1.3
|
|
|
0.3
|
|
|||
Foreign
|
|
(158.0
|
)
|
|
(139.0
|
)
|
|
(17.2
|
)
|
|||
Total
|
|
$
|
(143.8
|
)
|
|
$
|
(110.1
|
)
|
|
$
|
27.4
|
|
|
|
|
|
|
|
|
||||||
|
|
$
|
(53.2
|
)
|
|
$
|
9.5
|
|
|
$
|
77.0
|
|
|
December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|||
Statutory U. S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effect of:
|
|
|
|
|
|
|
|
|
State income taxes, net of federal benefit
|
(0.1
|
)
|
|
1.1
|
|
|
0.4
|
|
Federal benefit of R&D and foreign tax credits
|
2.8
|
|
|
(12.6
|
)
|
|
(11.2
|
)
|
Tax effect of international operations
|
3.6
|
|
|
(3.9
|
)
|
|
(6.4
|
)
|
Net effect of tax audit activity
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.4
|
)
|
Tax effect of enacted statutory rate changes on Non-US Jurisdictions
|
(0.2
|
)
|
|
(0.2
|
)
|
|
0.2
|
|
Federal tax on unremitted earnings of certain foreign subsidiaries
|
—
|
|
|
0.1
|
|
|
2.5
|
|
Valuation allowance adjustments
|
(0.7
|
)
|
|
(16.3
|
)
|
|
0.2
|
|
U.S. tax reform - net impacts
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
Tax effect of Impairment of Goodwill and Intangibles
|
(37.4
|
)
|
|
—
|
|
|
—
|
|
Other
|
2.1
|
|
|
(0.4
|
)
|
|
3.1
|
|
|
|
|
|
|
|
|||
Effective income tax rate on operations
|
3.3
|
%
|
|
2.2
|
%
|
|
23.4
|
%
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(in millions)
|
|
Deferred
Tax
Asset
|
|
Deferred
Tax
Liability
|
|
Deferred
Tax
Asset
|
|
Deferred
Tax
Liability
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Commission and bonus accrual
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
|
$
|
—
|
|
Employee benefit accruals
|
|
62.7
|
|
|
—
|
|
|
71.5
|
|
|
—
|
|
||||
Inventory
|
|
11.6
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
||||
Identifiable intangible assets
|
|
—
|
|
|
880.1
|
|
|
—
|
|
|
1,011.8
|
|
||||
Insurance premium accruals
|
|
3.7
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
||||
Miscellaneous accruals
|
|
17.4
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
||||
Other
|
|
10.7
|
|
|
—
|
|
|
19.6
|
|
|
—
|
|
||||
Unrealized losses included in AOCI
|
|
46.3
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
||||
Property, plant and equipment
|
|
—
|
|
|
55.0
|
|
|
—
|
|
|
54.8
|
|
||||
Product warranty accruals
|
|
1.1
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
||||
Foreign tax credit and R&D carryforward
|
|
69.0
|
|
|
—
|
|
|
137.9
|
|
|
—
|
|
||||
Restructuring and other cost accruals
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
||||
Sales and marketing accrual
|
|
5.9
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
||||
Taxes on unremitted earnings of foreign subsidiaries
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.1
|
|
||||
Tax loss carryforwards and other tax attributes
|
|
3,038.4
|
|
|
—
|
|
|
274.5
|
|
|
—
|
|
||||
Valuation allowance
|
|
(3,014.8
|
)
|
|
—
|
|
|
(182.7
|
)
|
|
—
|
|
||||
|
|
$
|
263.6
|
|
|
$
|
937.8
|
|
|
$
|
386.8
|
|
|
$
|
1,076.8
|
|
|
|
December 31,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||
|
|
|
|
|
||
Assets
|
|
|
|
|
||
Other noncurrent assets, net
|
|
43.8
|
|
|
61.7
|
|
Liabilities
|
|
|
|
|
||
Deferred income taxes
|
|
718.0
|
|
|
751.7
|
|
|
|
December 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Unrecognized tax benefits at beginning of period
|
|
$
|
10.8
|
|
|
$
|
12.1
|
|
|
$
|
21.9
|
|
Gross change for prior period positions
|
|
8.6
|
|
|
(2.0
|
)
|
|
(7.6
|
)
|
|||
Gross change for current year positions
|
|
0.3
|
|
|
2.2
|
|
|
0.2
|
|
|||
Decrease due to settlements and payments
|
|
—
|
|
|
(1.3
|
)
|
|
(0.5
|
)
|
|||
Decrease due to statute expirations
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Increase due to effect of foreign currency translation
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||
Decrease due to effect from foreign currency translation
|
|
—
|
|
|
(0.2
|
)
|
|
(1.7
|
)
|
|||
|
|
|
|
|
|
|
||||||
Unrecognized tax benefits at end of period
|
|
$
|
21.0
|
|
|
$
|
10.8
|
|
|
$
|
12.1
|
|
|
|
|
|
|
|
Other Postemployment
|
||||||||||
|
|
Pension Benefits
|
|
Benefits
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
473.1
|
|
|
$
|
378.9
|
|
|
$
|
16.1
|
|
|
$
|
14.1
|
|
Service cost
|
|
15.7
|
|
|
15.7
|
|
|
0.4
|
|
|
0.3
|
|
||||
Interest cost
|
|
6.5
|
|
|
8.0
|
|
|
0.6
|
|
|
0.6
|
|
||||
Participant contributions
|
|
4.1
|
|
|
3.8
|
|
|
0.3
|
|
|
0.3
|
|
||||
Actuarial losses (gains)
|
|
9.1
|
|
|
26.8
|
|
|
(0.2
|
)
|
|
1.4
|
|
||||
Plan amendments
|
|
0.4
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Acquisitions/Divestitures
|
|
—
|
|
|
76.3
|
|
|
—
|
|
|
—
|
|
||||
Effect of exchange rate changes
|
|
50.4
|
|
|
(14.2
|
)
|
|
—
|
|
|
—
|
|
||||
Plan curtailments and settlements
|
|
(0.2
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(13.6
|
)
|
|
(14.0
|
)
|
|
(1.3
|
)
|
|
(0.6
|
)
|
||||
Benefit obligation at end of year
|
|
$
|
545.5
|
|
|
$
|
473.1
|
|
|
$
|
15.9
|
|
|
$
|
16.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
156.8
|
|
|
$
|
142.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on assets
|
|
12.4
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
|
(0.2
|
)
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
||||
Acquisitions/Divestitures
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
||||
Effect of exchange rate changes
|
|
8.8
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
17.4
|
|
|
16.2
|
|
|
1.0
|
|
|
0.3
|
|
||||
Participant contributions
|
|
4.1
|
|
|
3.8
|
|
|
0.3
|
|
|
0.3
|
|
||||
Benefits paid
|
|
(13.6
|
)
|
|
(14.0
|
)
|
|
(1.3
|
)
|
|
(0.6
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
185.7
|
|
|
$
|
156.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status at end of year
|
|
$
|
(359.8
|
)
|
|
$
|
(316.3
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(16.1
|
)
|
|
|
|
|
Pension Benefits
|
|
Other Postemployment
Benefits |
||||||||||||
|
|
Location On The
|
|
December 31,
|
|
December 31,
|
||||||||||||
(in millions)
|
|
Consolidated Balance Sheet
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other noncurrent assets, net
|
|
Other noncurrent assets, net
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax asset
|
|
Other noncurrent assets, net
|
|
34.8
|
|
|
31.7
|
|
|
0.8
|
|
|
1.4
|
|
||||
Total assets
|
|
|
|
$
|
34.8
|
|
|
$
|
31.8
|
|
|
$
|
0.8
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
Accrued liabilities
|
|
(8.7
|
)
|
|
(6.9
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Other noncurrent liabilities
|
|
Other noncurrent liabilities
|
|
(351.1
|
)
|
|
(309.5
|
)
|
|
(15.2
|
)
|
|
(15.4
|
)
|
||||
Deferred tax liability
|
|
Deferred income taxes
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
|
|
|
$
|
(360.4
|
)
|
|
$
|
(316.9
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(16.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income
|
|
Accumulated other comprehensive loss
|
|
86.2
|
|
|
82.3
|
|
|
2.5
|
|
|
2.2
|
|
||||
Net amount recognized
|
|
|
|
$
|
(239.4
|
)
|
|
$
|
(202.8
|
)
|
|
$
|
(12.6
|
)
|
|
$
|
(12.5
|
)
|
|
|
|
|
|
|
Other Postemployment
|
||||||||||
|
|
Pension Benefits
|
|
Benefits
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
|
$
|
121.7
|
|
|
$
|
115.3
|
|
|
$
|
3.3
|
|
|
$
|
3.5
|
|
Net prior service cost
|
|
(1.3
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
||||
Before tax AOCI
|
|
$
|
120.4
|
|
|
$
|
113.5
|
|
|
$
|
3.3
|
|
|
$
|
3.5
|
|
Less: Deferred taxes
|
|
34.2
|
|
|
31.2
|
|
|
0.8
|
|
|
1.3
|
|
||||
Net of tax AOCI
|
|
$
|
86.2
|
|
|
$
|
82.3
|
|
|
$
|
2.5
|
|
|
$
|
2.2
|
|
|
|
December 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
517.0
|
|
|
$
|
458.7
|
|
Accumulated benefit obligation
|
|
491.7
|
|
|
427.2
|
|
||
Fair value of plan assets
|
|
160.0
|
|
|
142.3
|
|
|
|
Pension Benefits
|
|
Other Postemployment
Benefits |
||||||||||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
|
$
|
17.1
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Interest cost
|
|
6.5
|
|
|
8.0
|
|
|
7.3
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
||||||
Expected return on plan assets
|
|
(4.0
|
)
|
|
(5.1
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
|
6.9
|
|
|
5.1
|
|
|
7.8
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||||
Curtailment and settlement loss (gains)
|
|
—
|
|
|
1.2
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
24.9
|
|
|
$
|
24.7
|
|
|
$
|
25.8
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
|
Pension Benefits
|
|
Other Postemployment
Benefits |
||||||||||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
|
$
|
13.3
|
|
|
$
|
20.3
|
|
|
$
|
(48.6
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
1.4
|
|
|
$
|
(0.4
|
)
|
Net prior service cost (credit)
|
|
0.3
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization
|
|
(6.7
|
)
|
|
(4.9
|
)
|
|
(7.6
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
Total recognized in AOCI
|
|
$
|
6.9
|
|
|
$
|
15.8
|
|
|
$
|
(56.5
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
1.2
|
|
|
$
|
(0.6
|
)
|
Total recognized in net periodic benefit cost and AOCI
|
|
$
|
31.8
|
|
|
$
|
40.5
|
|
|
$
|
(30.7
|
)
|
|
$
|
0.8
|
|
|
$
|
2.3
|
|
|
$
|
0.6
|
|
(in millions)
|
|
Pension
Benefits
|
|
Other Postemployment
Benefits |
||||
|
|
|
|
|
||||
Amount of net prior service credit
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
Amount of net loss
|
|
6.5
|
|
|
0.2
|
|
||
Total amount to be amortized out of AOCI in 2018
|
|
$
|
6.4
|
|
|
$
|
0.2
|
|
|
|
Pension Benefits
|
|
Other Postemployment
Benefits |
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
1.6
|
%
|
|
1.6
|
%
|
|
2.1
|
%
|
|
3.8
|
%
|
|
4.4
|
%
|
|
4.7
|
%
|
Rate of compensation increase
|
|
2.5
|
%
|
|
2.6
|
%
|
|
2.5
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Health care cost trend pre 65
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
7.9
|
%
|
|
7.8
|
%
|
|
7.6
|
%
|
Health care cost trend post 65
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
8.8
|
%
|
|
8.5
|
%
|
|
8.2
|
%
|
Ultimate health care cost trend
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
4.4
|
%
|
|
4.5
|
%
|
|
5.0
|
%
|
Years until trend is reached pre 65
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
9.0
|
|
|
9.0
|
|
|
9.0
|
|
Years until ultimate trend is reached post 65
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
9.0
|
|
|
9.0
|
|
|
9.0
|
|
|
|
Pension Benefits
|
|
Other Postemployment
Benefits |
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
1.6
|
%
|
|
2.1
|
%
|
|
1.8
|
%
|
|
4.4
|
%
|
|
4.7
|
%
|
|
4.3
|
%
|
Expected return on plan assets
|
|
2.9
|
%
|
|
3.3
|
%
|
|
3.7
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
|
2.6
|
%
|
|
2.5
|
%
|
|
2.6
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Health care cost trend
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
7.9
|
%
|
|
7.8
|
%
|
|
8.5
|
%
|
Ultimate health care cost trend
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
4.4
|
%
|
|
4.5
|
%
|
|
5.0
|
%
|
Years until ultimate trend is reached
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
9.0
|
|
|
9.0
|
|
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Measurement Date
|
|
12/31/2017
|
|
|
12/31/2016
|
|
|
12/31/2015
|
|
|
12/31/2017
|
|
|
12/31/2016
|
|
|
12/31/2015
|
|
|
|
Other Postemployment
Benefits |
||||||
(in millions)
|
|
1% Increase
|
|
1% Decrease
|
||||
|
|
|
|
|
||||
Effect on total of service and interest cost components
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on postemployment benefit obligation
|
|
2.9
|
|
|
(2.3
|
)
|
|
|
December 31, 2017
|
||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets Category
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
18.2
|
|
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
International
|
|
53.0
|
|
|
53.0
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed rate bonds
(a)
|
|
48.5
|
|
|
48.5
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
(b)
|
|
16.3
|
|
|
16.3
|
|
|
—
|
|
|
—
|
|
||||
Common trusts
(c)
|
|
13.3
|
|
|
—
|
|
|
13.3
|
|
|
—
|
|
||||
Insurance contracts
|
|
29.0
|
|
|
—
|
|
|
—
|
|
|
29.0
|
|
||||
Hedge funds
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||
Real estate
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Total
|
|
$
|
185.7
|
|
|
$
|
136.0
|
|
|
$
|
13.3
|
|
|
$
|
36.4
|
|
|
|
December 31, 2016
|
||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets Category
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
11.5
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
International
|
|
39.1
|
|
|
39.1
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed rate bonds
(a)
|
|
52.6
|
|
|
52.6
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
(b)
|
|
14.3
|
|
|
14.3
|
|
|
—
|
|
|
—
|
|
||||
Common trusts
(c)
|
|
9.9
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
||||
Insurance contracts
|
|
25.1
|
|
|
—
|
|
|
—
|
|
|
25.1
|
|
||||
Hedge funds
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||
Real estate
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Total
|
|
$
|
156.8
|
|
|
$
|
117.5
|
|
|
$
|
9.9
|
|
|
$
|
29.4
|
|
(a)
|
This category includes fixed income securities invested primarily in Swiss bonds, foreign bonds denominated in Swiss francs, foreign currency bonds, mortgage notes and pledged letters.
|
(b)
|
This category includes mutual funds balanced between moderate-income generation and moderate capital appreciation with investment allocations of approximately
50%
equities and
50%
fixed income investments.
|
(c)
|
This category includes common/collective funds with investments in approximately
65%
equities and
35%
in fixed income investments.
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
(in millions)
|
|
Insurance
Contracts
|
|
Hedge
Funds
|
|
Real
Estate
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
|
$
|
25.1
|
|
|
$
|
4.0
|
|
|
$
|
0.3
|
|
|
$
|
29.4
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Relating to assets still held at the reporting date
|
|
0.8
|
|
|
0.2
|
|
|
—
|
|
|
1.0
|
|
||||
Acquisitions/Divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchases, sales and settlements, net
|
|
(0.3
|
)
|
|
2.7
|
|
|
—
|
|
|
2.4
|
|
||||
Transfers in and/or (out)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Effect of exchange rate changes
|
|
3.4
|
|
|
0.2
|
|
|
—
|
|
|
3.6
|
|
||||
Balance at December 31, 2017
|
|
$
|
29.0
|
|
|
$
|
7.1
|
|
|
$
|
0.3
|
|
|
$
|
36.4
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
(in millions)
|
|
Insurance
Contracts
|
|
Hedge
Funds
|
|
Real
Estate
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
|
$
|
10.3
|
|
|
$
|
3.2
|
|
|
$
|
0.3
|
|
|
$
|
13.8
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Relating to assets still held at the reporting date
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||
Acquisitions/Divestitures
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
||||
Purchases, sales and settlements, net
|
|
1.0
|
|
|
0.9
|
|
|
—
|
|
|
1.9
|
|
||||
Transfers in and/or out
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Effect of exchange rate changes
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
25.1
|
|
|
$
|
4.0
|
|
|
$
|
0.3
|
|
|
$
|
29.4
|
|
(in millions)
|
|
Pension
Benefits
|
|
Other
Postemployment Benefits |
||||
|
|
|
|
|
||||
2018
|
|
$
|
18.0
|
|
|
$
|
0.7
|
|
2019
|
|
16.6
|
|
|
0.6
|
|
||
2020
|
|
19.4
|
|
|
0.6
|
|
||
2021
|
|
18.7
|
|
|
0.6
|
|
||
2022
|
|
19.9
|
|
|
0.6
|
|
||
2023-2027
|
|
114.0
|
|
|
3.2
|
|
|
|
Severances
|
||||||||||||||
(in millions)
|
|
2015 and Prior Plans
|
|
2016
|
|
2017
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
|
$
|
20.6
|
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
28.8
|
|
Provisions and adjustments
|
|
0.6
|
|
|
—
|
|
|
50.6
|
|
|
51.2
|
|
||||
Amounts applied
|
|
(10.4
|
)
|
|
(5.8
|
)
|
|
(4.2
|
)
|
|
(20.4
|
)
|
||||
Change in estimates
|
|
(4.8
|
)
|
|
(0.7
|
)
|
|
1.8
|
|
|
(3.7
|
)
|
||||
Balance at December 31, 2017
|
|
$
|
6.0
|
|
|
$
|
1.7
|
|
|
$
|
48.2
|
|
|
$
|
55.9
|
|
|
|
Lease/Contract Terminations
|
||||||||||||||
(in millions)
|
|
2015 and Prior Plans
|
|
2016
|
|
2017
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
|
$
|
2.7
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Provisions and adjustments
|
|
0.7
|
|
|
—
|
|
|
0.5
|
|
|
1.2
|
|
||||
Amounts applied
|
|
(2.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(2.9
|
)
|
||||
Change in estimates
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
Balance at December 31, 2017
|
|
$
|
0.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
|
Other Restructuring Costs
|
||||||||||||||
(in millions)
|
|
2015 and Prior Plans
|
|
2016
|
|
2017
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Provisions and adjustments
|
|
2.4
|
|
|
2.0
|
|
|
3.0
|
|
|
7.4
|
|
||||
Amounts applied
|
|
(1.5
|
)
|
|
(2.0
|
)
|
|
(1.3
|
)
|
|
(4.8
|
)
|
||||
Change in estimates
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Balance at December 31, 2017
|
|
$
|
1.9
|
|
|
$
|
0.2
|
|
|
$
|
1.7
|
|
|
$
|
3.8
|
|
(in millions)
|
|
December 31, 2016
|
|
Provisions and
Adjustments
|
|
Amounts
Applied
|
|
Change in Estimates
|
|
December 31, 2017
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Technologies & Equipment
|
|
$
|
22.1
|
|
|
$
|
44.2
|
|
|
$
|
(17.5
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
46.9
|
|
Consumables
|
|
10.3
|
|
|
13.8
|
|
|
(9.3
|
)
|
|
(1.5
|
)
|
|
13.3
|
|
|||||
All Other
|
|
0.1
|
|
|
1.8
|
|
|
(1.3
|
)
|
|
(0.5
|
)
|
|
0.1
|
|
|||||
Total
|
|
$
|
32.5
|
|
|
$
|
59.8
|
|
|
$
|
(28.1
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
60.3
|
|
|
|
Severances
|
||||||||||||||
(in millions)
|
|
2014 and
Prior Plans
|
|
2015 Plans
|
|
2016 Plans
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
|
$
|
1.5
|
|
|
$
|
34.6
|
|
|
$
|
—
|
|
|
$
|
36.1
|
|
Provisions and adjustments
|
|
—
|
|
|
4.7
|
|
|
11.4
|
|
|
16.1
|
|
||||
Amounts applied
|
|
(0.8
|
)
|
|
(18.5
|
)
|
|
(2.8
|
)
|
|
(22.1
|
)
|
||||
Change in estimates
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.4
|
)
|
|
(1.3
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
0.6
|
|
|
$
|
20.0
|
|
|
$
|
8.2
|
|
|
$
|
28.8
|
|
|
|
Lease/Contract Terminations
|
||||||||||||||
(in millions)
|
|
2014 and
Prior Plans |
|
2015 Plans
|
|
2016 Plans
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
|
$
|
0.8
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
Provisions and adjustments
|
|
—
|
|
|
5.4
|
|
|
0.5
|
|
|
5.9
|
|
||||
Amounts applied
|
|
(0.4
|
)
|
|
(3.3
|
)
|
|
(0.2
|
)
|
|
(3.9
|
)
|
||||
Change in estimates
|
|
(0.2
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
(3.2
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
0.2
|
|
|
$
|
2.5
|
|
|
$
|
0.3
|
|
|
$
|
3.0
|
|
|
|
Other Restructuring Costs
|
||||||||||||||
(in millions)
|
|
2014 and
Prior Plans |
|
2015 Plans
|
|
2016 Plans
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Provisions and adjustments
|
|
0.1
|
|
|
3.1
|
|
|
0.5
|
|
|
3.7
|
|
||||
Amounts applied
|
|
(0.2
|
)
|
|
(3.0
|
)
|
|
(0.3
|
)
|
|
(3.5
|
)
|
||||
Change in estimates
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
(in millions)
|
|
December 31, 2015
|
|
Provisions and
Adjustments
|
|
Amounts
Applied
|
|
Change in Estimates
|
|
December 31, 2016
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Technologies & Equipment
|
|
$
|
30.9
|
|
|
$
|
15.5
|
|
|
$
|
(20.1
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
22.1
|
|
Consumables
|
|
9.2
|
|
|
9.9
|
|
|
(8.5
|
)
|
|
(0.3
|
)
|
|
10.3
|
|
|||||
All Other
|
|
1.1
|
|
|
0.3
|
|
|
(0.9
|
)
|
|
(0.4
|
)
|
|
0.1
|
|
|||||
Total
|
|
$
|
41.2
|
|
|
$
|
25.7
|
|
|
$
|
(29.5
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
32.5
|
|
|
|
Aggregate
Notional
Amount
|
|
Aggregate Notional Amount Maturing within 12 Months
|
||||
|
|
|
||||||
(in millions)
|
|
|
||||||
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
372.3
|
|
|
$
|
295.2
|
|
Interest rate swaps
|
|
111.4
|
|
|
—
|
|
||
Total derivative instruments designated as cash flow hedges
|
|
$
|
483.7
|
|
|
$
|
295.2
|
|
|
|
December 31, 2017
|
||||||||||||
(in millions)
|
|
(Loss) Gain Recognized in AOCI
|
|
Consolidated Statements of Operations Location
|
|
Effective Portion Reclassified from AOCI into (Expense) Income
|
|
Ineffective Portion Recognized in Expense
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Effective Portion:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
(0.1
|
)
|
|
Interest expense
|
|
$
|
(2.3
|
)
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
(14.6
|
)
|
|
Cost of products sold
|
|
(3.0
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Ineffective Portion:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
Other expense (income), net
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
Total in cash flow hedging
|
|
$
|
(14.7
|
)
|
|
|
|
$
|
(5.3
|
)
|
|
$
|
(0.9
|
)
|
|
|
December 31, 2016
|
||||||||||||
(in millions)
|
|
(Loss) Gain Recognized in AOCI
|
|
Consolidated Statements of Operations Location
|
|
Effective Portion Reclassified from AOCI into (Expense) Income
|
|
Ineffective Portion Recognized in Expense
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Effective Portion:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
(0.4
|
)
|
|
Interest expense
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
(0.3
|
)
|
|
Cost of products sold
|
|
4.8
|
|
|
—
|
|
|||
Foreign exchange forward contracts
|
|
(0.2
|
)
|
|
SG&A expenses
|
|
0.1
|
|
|
—
|
|
|||
Commodity contracts
|
|
0.1
|
|
|
Cost of products sold
|
|
(0.1
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Ineffective Portion:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
Other expense (income), net
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
Total for cash flow hedging
|
|
$
|
(0.8
|
)
|
|
|
|
$
|
1.9
|
|
|
$
|
(0.6
|
)
|
|
|
December 31, 2015
|
||||||||||||
(in millions)
|
|
(Loss) Gain Recognized in AOCI
|
|
Consolidated Statements of Operations Location
|
|
Effective Portion Reclassified from AOCI into (Expense) Income
|
|
Ineffective Portion Recognized in Expense
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Effective Portion:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
(1.4
|
)
|
|
Interest expense
(a)
|
|
$
|
(10.1
|
)
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
23.3
|
|
|
Cost of products sold
|
|
18.0
|
|
|
—
|
|
|||
Foreign exchange forward contracts
|
|
0.5
|
|
|
SG&A expenses
|
|
0.6
|
|
|
—
|
|
|||
Commodity contracts
|
|
(0.3
|
)
|
|
Cost of products sold
|
|
(0.5
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Ineffective Portion:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
Other expense (income), net
|
|
—
|
|
|
$
|
(0.7
|
)
|
|
Total for cash flow hedging
|
|
$
|
22.1
|
|
|
|
|
$
|
8.0
|
|
|
$
|
(0.7
|
)
|
|
|
Aggregate
Notional
Amount
|
|
Aggregate Notional Amount Maturing within 12 Months
|
||||
|
|
|
||||||
(in millions)
|
|
|
||||||
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
622.3
|
|
|
$
|
311.1
|
|
|
|
December 31, 2017
|
||||||||
|
|
Loss Recognized in AOCI
|
|
Consolidated Statements of Operations Location
|
|
Recognized in Income
|
||||
|
|
|
|
|||||||
(in millions)
|
|
|
|
|||||||
|
|
|
|
|
|
|
||||
Effective Portion:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
(14.1
|
)
|
|
Other expense (income), net
|
|
$
|
3.7
|
|
Total for net investment hedging
|
|
$
|
(14.1
|
)
|
|
|
|
$
|
3.7
|
|
|
|
December 31, 2016
|
||||||||
|
|
Loss Recognized in AOCI
|
|
Consolidated Statements of Operations Location
|
|
Recognized in Income
|
||||
|
|
|
|
|||||||
(in millions)
|
|
|
|
|||||||
|
|
|
|
|
|
|
||||
Effective Portion:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
(13.2
|
)
|
|
Other expense (income), net
|
|
$
|
6.7
|
|
Total for net investment hedging
|
|
$
|
(13.2
|
)
|
|
|
|
$
|
6.7
|
|
|
|
December 31, 2015
|
||||||||
|
|
Gain Recognized in AOCI
|
|
Consolidated Statements of Operations Location
|
|
Recognized in Income
|
||||
|
|
|
|
|||||||
(in millions)
|
|
|
|
|||||||
|
|
|
|
|
|
|
||||
Effective Portion:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
4.5
|
|
|
Interest expense
|
|
$
|
4.1
|
|
Total for net investment hedging
|
|
$
|
4.5
|
|
|
|
|
$
|
4.1
|
|
|
|
Consolidated Statements of Operations Location
|
|
|
Income (Expense) Recognized
|
||||||||||
|
|
|
|
Twelve Months Ended December 31,
|
|||||||||||
(in millions)
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
Interest expense
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
|
Aggregate
Notional
Amount
|
|
Aggregate Notional Amount Maturing within 12 Months
|
||||
|
|
|
||||||
(in millions)
|
|
|
||||||
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
369.3
|
|
|
$
|
369.3
|
|
Interest rate swaps
|
|
0.2
|
|
|
0.2
|
|
||
Total for instruments not designated as hedges
|
|
$
|
369.5
|
|
|
$
|
369.5
|
|
|
|
Consolidated Statements of Operations Location
|
|
(Loss) Gain Recognized
|
||||||||||
|
|
|
Twelve Months Ended December 31,
|
|||||||||||
(in millions)
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
(a)
|
|
Other expense (income), net
|
|
$
|
(7.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
6.3
|
|
DIO equity option contracts
|
|
Other expense (income), net
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Cross currency basis swaps
(a)
|
|
Other expense (income), net
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|||
Total for instruments not designated as hedges
|
|
|
|
$
|
(7.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
4.6
|
|
|
|
December 31, 2017
|
||||||||||||||
(in millions)
|
|
Prepaid
Expenses
and Other
Current Assets, Net
|
|
Other
Noncurrent
Assets, Net
|
|
Accrued
Liabilities
|
|
Other
Noncurrent
Liabilities
|
||||||||
Designated as Hedges
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
13.4
|
|
|
$
|
4.5
|
|
Interest rate swaps
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
||||
Total
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
13.7
|
|
|
$
|
4.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
Total
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
|
December 31, 2016
|
||||||||||||||
(in millions)
|
|
Prepaid
Expenses and Other Current Assets, Net |
|
Other
Noncurrent
Assets, Net
|
|
Accrued
Liabilities
|
|
Other
Noncurrent
Liabilities
|
||||||||
Designated as Hedges
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
12.8
|
|
|
$
|
0.6
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.3
|
|
||||
Total
|
|
$
|
12.8
|
|
|
$
|
0.6
|
|
|
$
|
1.2
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
Total
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
(in millions)
|
|
Gross Amounts Recognized
|
|
Gross Amount Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received/Pledged
|
|
Net Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Total Assets
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
(in millions)
|
|
Gross Amounts Recognized
|
|
Gross Amount Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received/Pledged
|
|
Net Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts
|
|
$
|
21.6
|
|
|
$
|
—
|
|
|
$
|
21.6
|
|
|
$
|
(3.8
|
)
|
|
$
|
—
|
|
|
$
|
17.8
|
|
Interest rate swaps
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.3
|
|
||||||
Total Liabilities
|
|
$
|
22.0
|
|
|
$
|
—
|
|
|
$
|
22.0
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
18.1
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
(in millions)
|
|
Gross Amounts Recognized
|
|
Gross Amount Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received/Pledged
|
|
Net Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts
|
|
$
|
14.7
|
|
|
$
|
—
|
|
|
$
|
14.7
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
11.9
|
|
Total Assets
|
|
$
|
14.7
|
|
|
$
|
—
|
|
|
$
|
14.7
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
11.9
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
(in millions)
|
|
Gross Amounts Recognized
|
|
Gross Amount Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received/Pledged
|
|
Net Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
(2.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
(0.3
|
)
|
|
—
|
|
|
0.2
|
|
||||||
Total Liabilities
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
|
December 31, 2017
|
||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
Available-for-sale security
|
|
54.4
|
|
|
—
|
|
|
54.4
|
|
|
—
|
|
||||
Total assets
|
|
$
|
59.2
|
|
|
$
|
—
|
|
|
$
|
59.2
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
21.6
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
||||
Contingent considerations on acquisitions
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||
Total liabilities
|
|
$
|
30.6
|
|
|
$
|
—
|
|
|
$
|
22.0
|
|
|
$
|
8.6
|
|
|
|
December 31, 2016
|
||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
14.7
|
|
|
—
|
|
|
$
|
14.7
|
|
|
—
|
|
||
Total assets
|
|
$
|
14.7
|
|
|
$
|
—
|
|
|
$
|
14.7
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
||||
Contingent considerations on acquisitions
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
||||
Total liabilities
|
|
$
|
10.6
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
7.6
|
|
|
|
|
||
(in millions)
|
|
Level 3
|
||
|
|
|
||
Balance, February 29, 2016
|
|
$
|
7.1
|
|
Unrealized gain:
|
|
|
||
Reported in Other expense (income), net
|
|
0.7
|
|
|
Effect of exchange rate changes
|
|
(0.2
|
)
|
|
Balance, December 31, 2016
|
|
$
|
7.6
|
|
Unrealized gain:
|
|
|
||
Reported in Other expense (income), net
|
|
0.1
|
|
|
Effect of exchange rate changes
|
|
0.9
|
|
|
Balance at December 31, 2017
|
|
$
|
8.6
|
|
|
|
December 31, 2017
|
||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Identifiable intangible assets, net
|
|
$
|
1,998.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,998.8
|
|
Goodwill, net
|
|
1,980.6
|
|
|
—
|
|
|
—
|
|
|
1,980.6
|
|
||||
Total assets
|
|
$
|
3,979.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,979.4
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Rounding and Other
|
|
Total
Year
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
900.5
|
|
|
$
|
992.7
|
|
|
$
|
1,009.2
|
|
|
$
|
1,091.0
|
|
|
$
|
—
|
|
|
$
|
3,993.4
|
|
Gross profit
|
492.0
|
|
|
544.2
|
|
|
559.0
|
|
|
593.3
|
|
|
—
|
|
|
2,188.5
|
|
||||||
Goodwill impairment
(a)
|
—
|
|
|
1,092.9
|
|
|
—
|
|
|
558.0
|
|
|
—
|
|
|
1,650.9
|
|
||||||
Operating income (loss)
|
84.2
|
|
|
(1,048.0
|
)
|
|
107.9
|
|
|
(706.4
|
)
|
|
—
|
|
|
(1,562.3
|
)
|
||||||
Net income (loss) attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dentsply Sirona
|
59.7
|
|
|
(1,050.0
|
)
|
|
90.6
|
|
|
(650.4
|
)
|
|
0.1
|
|
|
(1,550.0
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) per common share - basic
|
$
|
0.26
|
|
|
$
|
(4.58
|
)
|
|
$
|
0.39
|
|
|
$
|
(2.85
|
)
|
|
$
|
0.02
|
|
|
$
|
(6.76
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) per common share - diluted
|
$
|
0.26
|
|
|
$
|
(4.58
|
)
|
|
$
|
0.39
|
|
|
$
|
(2.85
|
)
|
|
$
|
0.02
|
|
|
$
|
(6.76
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends declared per common share
|
$
|
0.0875
|
|
|
$
|
0.0875
|
|
|
$
|
0.0875
|
|
|
$
|
0.0875
|
|
|
$
|
—
|
|
|
$
|
0.3500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
First
Quarter
(b)
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Rounding and Other
(c)
|
|
Total
Year
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
772.6
|
|
|
$
|
1,022.0
|
|
|
$
|
954.2
|
|
|
$
|
996.5
|
|
|
$
|
—
|
|
|
$
|
3,745.3
|
|
Gross profit
|
418.9
|
|
|
526.9
|
|
|
513.6
|
|
|
541.5
|
|
|
—
|
|
|
2,000.9
|
|
||||||
Operating income
|
72.7
|
|
|
121.2
|
|
|
126.6
|
|
|
134.2
|
|
|
—
|
|
|
454.7
|
|
||||||
Net income attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dentsply Sirona
|
125.0
|
|
|
105.4
|
|
|
92.5
|
|
|
107.0
|
|
|
—
|
|
|
429.9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per common share - basic
|
$
|
0.72
|
|
|
$
|
0.45
|
|
|
$
|
0.40
|
|
|
$
|
0.46
|
|
|
$
|
(0.06
|
)
|
|
$
|
1.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per common share - diluted
|
$
|
0.70
|
|
|
$
|
0.44
|
|
|
$
|
0.39
|
|
|
$
|
0.46
|
|
|
$
|
(0.05
|
)
|
|
$
|
1.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends declared per common share
|
$
|
0.0775
|
|
|
$
|
0.0775
|
|
|
$
|
0.0775
|
|
|
$
|
0.0775
|
|
|
$
|
—
|
|
|
$
|
0.3100
|
|
DENTSPLY SIRONA INC.
|
||
|
|
|
By:
|
/s/
|
Donald M. Casey, Jr.
|
|
|
Donald M. Casey, Jr.
|
|
|
Chief Executive Officer
|
/s/
|
Donald M. Casey, Jr.
|
|
March 15, 2018
|
|
Donald M. Casey, Jr.
|
|
Date
|
|
Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/
|
Nicholas W. Alexos
|
|
March 15, 2018
|
|
Nicholas W. Alexos
|
|
Date
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
/s/
|
Eric K. Brandt
|
|
March 15, 2018
|
|
Eric K. Brandt
|
|
Date
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
|
/s/
|
Dr. Michael C. Alfano
|
|
March 15, 2018
|
|
Dr. Michael C. Alfano
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
David K. Beecken
|
|
March 15, 2018
|
|
David K. Beecken
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Michael J. Coleman
|
|
March 15, 2018
|
|
Michael J. Coleman
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Willie A. Deese
|
|
March 15, 2018
|
|
Willie A. Deese
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Betsy D. Holden
|
|
March 15, 2018
|
|
Betsy D Holden
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Harry M. Jansen Kraemer, Jr.
|
|
March 15, 2018
|
|
Harry M. Jansen Kraemer, Jr.
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Thomas Jetter
|
|
March 15, 2018
|
|
Thomas Jetter
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Arthur D. Kowaloff
|
|
March 15, 2018
|
|
Arthur D. Kowaloff
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Francis J. Lunger
|
|
March 15, 2018
|
|
Francis J. Lunger
|
|
Date
|
|
Director
|
|
|
|
|
|
|
/s/
|
Leslie F. Varon
|
|
March 15, 2018
|
|
Leslie F Varon
|
|
Date
|
|
Director
|
|
|
|
|
|
|
•
|
An annual cash retainer of $85,000, paid quarterly in advance.
|
•
|
Annual Committee member retainers of $7,500 for Audit Committee members, $5,000 for HR Committee members; and $5,000 for Governance Committee members, each paid quarterly in advance.
|
•
|
A fee of $1,000 for each Executive Committee meeting attended in person or by telephone.
|
•
|
An annual grant of options to purchase a number of shares of common stock equal in value to $87,500, calculated using the Black-Scholes valuation method. The stock options vest in full one year from the date of grant and have an exercise price equal to the closing price of the Company's common stock on the date of grant. Stock options are exercisable for ten years from the grant date, subject to earlier expiration in the event of termination or retirement.
|
•
|
An annual grant of restricted stock units (RSUs), the number of which is determined by dividing $87,500 by the closing price of the Company's common stock on the date of grant. The RSUs vest one year from the date of grant and are payable to outside directors in shares of common stock upon vesting unless the director elects to defer settlement of the RSUs to a future date. Outside directors are entitled to receive dividend equivalents on the RSUs in the event the Company pays a regular cash dividend on its common stock.
|
A.
|
It is the desire of the Company to assure itself of the services of Executive effective as of the Effective Date and thereafter by entering into this Agreement.
|
B.
|
Executive and the Company mutually desire that Executive provide services to the Company on the terms herein provided.
|
1.
|
Employment
.
|
5.
|
Covenants
.
Executive acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from time to time will provide Executive with
|
7.
|
Inventions.
|
8.
|
Injunctive Relief.
|
9.
|
Maximum Payment Limit.
|
11.
|
Assignment and Successors.
|
12.
|
Certain Definitions.
|
(i)
|
If to the Company, to the attention of the General Counsel at its headquarters,
|
14.
|
Executive Acknowledgement.
|
Vesting Schedule/Date:
|
Shares will vest on the third anniversary of the Grant Date, provided you are continuously employed by the Company in the period commencing on the Grant Date and ending on such third anniversary; provided, further, the RSUs will vest, and the restrictions with respect to the RSUs shall lapse, (i) in the event of your termination of employment by reason of your death or Disability, or (ii) upon the satisfaction of any other conditions as imposed by the Company.
|
A.
|
It is the desire of the Company to assure itself of the services of Executive effective as of February 29, 2016 (the “Effective Date”) and thereafter by entering into this Agreement.
|
B.
|
Executive and the Company mutually desire that Executive provide services to the Company on the terms herein provided.
|
(i)
|
If to the Company, to the attention of the General Counsel at its headquarters,
|
1.
|
Advanced Technology Research SRL (Italy)
|
2.
|
Arges Imaging, Inc. (Delaware)
|
3.
|
Augma Bio Materials Ltd. (Israel, 20%)
|
4.
|
CCRI, Inc. (Delaware)
|
5.
|
Ceramco Manufacturing B.V. (Netherlands)
|
6.
|
Cyfex AG (Switzerland, 30%)
|
7.
|
D Luxembourg Sarl (Luxembourg)
|
8.
|
DeguDent GmbH (Germany)
|
9.
|
Dental Implant Training Center Corp. (New Jersey)
|
10.
|
Dentsply (Australia) Pty. Ltd. (Australia)
|
11.
|
Dentsply (N.Z.) Limited (New Zealand)
|
12.
|
Dentsply (Singapore) Pte. Ltd. (Singapore)
|
13.
|
Dentsply (Thailand) Ltd. (Thailand)
|
14.
|
Dentsply (Tianjin) International Trading Co. Ltd. (China)
|
15.
|
Dentsply Acquisition S.a.r.l. (Luxembourg)
|
16.
|
Dentsply Acquisition US LLC (Delaware)
|
17.
|
Dentsply Argentina S.A.C.e.I. (Argentina)
|
18.
|
Dentsply Asset Management GmbH & Co. KG (Germany)
|
19.
|
Dentsply AT Sarl (Luxembourg)
|
20.
|
Dentsply Benelux B.V. (Netherlands)
|
21.
|
Dentsply Benelux Sarl (Luxembourg)
|
22.
|
Dentsply BI Ltd. (Ireland)
|
23.
|
Dentsply BX Sarl (Luxembourg)
|
24.
|
Dentsply Canada Ltd. (Canada)
|
25.
|
Dentsply CE S.a.r.l. (Luxembourg)
|
26.
|
Dentsply CH Sarl (Luxembourg)
|
27.
|
Dentsply Dental (Tianjin) Co. Ltd. (China)
|
28.
|
Dentsply Dental GmbH (Germany)
|
29.
|
Dentsply Dental S.a.r.l. (Luxembourg)
|
30.
|
Dentsply DeTrey GmbH (Germany)
|
31.
|
Dentsply DeTrey Sarl (Switzerland)
|
32.
|
Dentsply Europe S.a.r.l. (Luxembourg)
|
33.
|
DENTSPLY Finance Co. (Delaware)
|
34.
|
Dentsply GAC Europe SAS (France)
|
35.
|
Dentsply Germany GmbH (Germany)
|
36.
|
Dentsply Germany Holdings GmbH (Germany)
|
37.
|
Dentsply Germany Investments GmbH (Germany)
|
38.
|
Dentsply Holdings S.a.r.l. (Luxembourg)
|
39.
|
Dentsply Holdings Unlimited (U.K.)
|
40.
|
Dentsply IE Ltd. (Ireland)
|
41.
|
Dentsply IH A/S (Denmark)
|
42.
|
Dentsply IH AB (Sweden)
|
43.
|
Dentsply IH AS (Norway)
|
44.
|
Dentsply IH GmbH (Austria)
|
45.
|
Dentsply IH GmbH (Germany)
|
46.
|
Dentsply IH Holdings GmbH (Germany)
|
47.
|
Dentsply IH Inc. (Delaware)
|
48.
|
Dentsply IH Ltd (UK)
|
49.
|
Dentsply IH Oy (Finland)
|
50.
|
Dentsply IH Pty. Ltd. (Australia)
|
51.
|
Dentsply IH S.A. (Switzerland)
|
52.
|
Dentsply IH SP.z.o.o (Poland)
|
53.
|
DENTSPLY Implants (China) Co. Limited (Hong Kong)
|
54.
|
DENTSPLY Implants (HK) Co. Limited (Hong Kong)
|
55.
|
Dentsply Implants Manufacturing GmbH (Germany)
|
56.
|
Dentsply Implants NV (Belgium)
|
57.
|
Dentsply Implants Taiwan Co, Ltd. (Taiwan)
|
58.
|
Dentsply Implants Turkey Diþ Hekimliði Ürünleri A.Þ (Turkey)
|
59.
|
Dentsply India Pvt. Ltd. (India)
|
60.
|
Dentsply Industria e Comercio Ltda. (Brazil)
|
61.
|
Dentsply Israel Ltd. (Israel)
|
62.
|
Dentsply Italia SrL (Italy)
|
63.
|
Dentsply Korea Limited (Korea)
|
64.
|
Dentsply Limited (Cayman Islands)
|
65.
|
Dentsply LLC (Delaware)
|
66.
|
Dentsply Mexico S.A. de C.V. (Mexico)
|
67.
|
DENTSPLY North America LLC (Delaware)
|
68.
|
Dentsply Peru SAC (Peru)
|
69.
|
Dentsply Prosthetics Austria GmbH (Austria)
|
70.
|
DENTSPLY Prosthetics U.S. LLC (Delaware)
|
71.
|
Dentsply Russia Limited (U.K.)
|
72.
|
Dentsply Sarl (Luxembourg)
|
73.
|
Dentsply SE Sarl (Luxembourg)
|
74.
|
Dentsply Services (Switzerland) S.a.r.L. (Switzerland)
|
75.
|
DENTSPLY SIRONA (PHILS.), INC. (Philippines)
|
76.
|
Dentsply Sirona Deutschland GmbH (Germany)
|
77.
|
Dentsply Sirona Europe GmbH (Austria)
|
78.
|
Dentsply Sirona France S.A.S. (France)
|
79.
|
Dentsply Sirona Iberia S.A. (Spain)
|
80.
|
DENTSPLY Sirona K.K. (Japan)
|
81.
|
Dentsply Sirona Limited Liability Company (Russia)
|
82.
|
Dentsply Sirona Malaysia Sdn Bhd (Malaysia)
|
83.
|
Dentsply Sirona Orthodontics Inc. (Delaware)
|
84.
|
Dentsply Sirona Pty. Ltd. (Australia)
|
85.
|
Dentsply Sirona South Africa (Proprietary) Limited (South Africa)
|
86.
|
Dentsply Sirona Switzerland Sarl (Switzerland)
|
87.
|
Dentsply Sirona Vietnam Company Limited (Vietnam)
|
88.
|
Dentsply Sweden AB (Sweden)
|
89.
|
Dentsply US Inc. (Delaware)
|
90.
|
DIO (Korea, 13.3%)
|
91.
|
Ducera Dental Verwaltungs GmbH (Germany)
|
92.
|
Durango Bensheim GmbH & Co. KG (Germany, 94.8%)
|
93.
|
Durango Bensheim Verwaltungs GmbH (Germany)
|
94.
|
E.S. Healthcare NV (Belgium)
|
95.
|
E.S. Tooling NV (Belgium)
|
96.
|
FONA Dental s.r.o. (Slovakia)
|
97.
|
Fona Dental Systems Co., Ltd. (China)
|
98.
|
FONA s.r.l. (Italy)
|
99.
|
Futuredontics, Inc. (California)
|
100.
|
GAC (International) Pty Ltd (Australia)
|
101.
|
GAC Deutschland GmbH (Germany)
|
102.
|
GAC International Asia Pte. Ltd. (Singapore, 50%)
|
103.
|
GAC Ortho AS (Norway)
|
104.
|
GAC SA (Switzerland)
|
105.
|
infiniDent Services GmbH (Germany)
|
106.
|
Infinident, Inc. (Delaware)
|
107.
|
JCM International Inc. (Delaware)
|
108.
|
KS Proveniens 725 AB (Sweden)
|
109.
|
LLC Dentsply Ukraine (Ukraine)
|
110.
|
LLC Dentsply IH (Russia)
|
111.
|
M Guide Dental Laboratory LLC (New Jersey)
|
112.
|
Maillefer Instruments Consulting S.a.r.l. (Switzerland)
|
113.
|
Maillefer Instruments Holding S.a.r.l. (Switzerland)
|
114.
|
Maillefer Instruments Manufacturing S.a.r.l. (Switzerland)
|
115.
|
Maillefer Instruments Plus Sarl (Switzerland)
|
116.
|
Maillefer Instruments Trading S.a.r.l. (Switzerland)
|
117.
|
Medical 3 Importacion Service Iberica S.L. (Spain, 50%)
|
118.
|
Megalopolis Dental S.A. de C.V. (Mexico)
|
119.
|
MHT Optic Research AG (Switzerland)
|
120.
|
MHT S.p.A. (Italy)
|
121.
|
MIS Asia Pacific Limited (Hong Kong)
|
122.
|
MIS Belgium SA (Belgium, 99%)
|
123.
|
MIS Germany GmbH (Germany)
|
124.
|
MIS Implants B.V. (Netherlands, 54.08%)
|
125.
|
MÝSDENT Implants Diþ Ürünleri Sanayi Ticaret Anonim Þirketi (Turkey)
|
126.
|
MIS Implants Technologies France SRL (France)
|
127.
|
MIS Implants Technologies GmbH (Germany)
|
128.
|
MIS Implants Technologies HK Limited (Hong Kong)
|
129.
|
MIS Implants Technologies Inc. (New Jersey)
|
130.
|
MIS Implants Technologies Ltd. (Israel)
|
131.
|
MIS Implants Technologies UK Limited (United Kingdom)
|
132.
|
Nectar Imaging s.r.l. (Italy)
|
133.
|
Oasis Dis Ticaret Anonim Sirketi (Turkey)
|
134.
|
Oasis Medikal Urunler Kimya Turizm Sanayi Ve Ticaret Anonim Sirketi (Turkey)
|
135.
|
Ortho Concept Sarl (France)
|
136.
|
Orthodental International, Inc. (California)
|
137.
|
Orthodental S.A. de C.V. (Mexico)
|
138.
|
Osteointegration Materials LLC (Delaware)
|
139.
|
Planer Dentaprise GmbH (Austria)
|
140.
|
Prident (Shanghai) Dental Medical Devices Co., Ltd. (China)
|
141.
|
Prident International, Inc. (California)
|
142.
|
PT Dedent Supply (Indonesia)
|
143.
|
PT Dentsply Indonesia (Indonesia)
|
144.
|
Qi An Hua Rui (Beijing) Technology Ltd. (China)
|
145.
|
Ransom & Randolph Company (Delaware)
|
146.
|
SCI 2R (France)
|
147.
|
Shenzen Mi Yi Shi Commerce Company Ltd. (China)
|
148.
|
SiCAT GmbH & Co. KG (Germany, 57.125%)
|
149.
|
SiCAT Verwaltungs GmbH (Germany)
|
150.
|
Sirona Bermuda I Ltd. (Bermuda)
|
151.
|
Sirona Bermuda II Ltd. (Bermuda)
|
152.
|
Sirona Dental a/s (Denmark)
|
153.
|
Sirona Dental Comércio de Produtos e Sistemas Odontológicos Ltda. (Brazil)
|
154.
|
Sirona Dental GmbH (Austria)
|
155.
|
Sirona Dental Limited Sirketi (Turkey)
|
156.
|
Sirona Dental Mexico S. de R.L. de C.V. (Mexico)
|
157.
|
Sirona Dental Services GmbH (Germany)
|
158.
|
Sirona Dental Systems (Foshan) Co., Ltd. (China)
|
159.
|
Sirona Dental Systems (HK) Ltd. (Hong Kong)
|
160.
|
Sirona Dental Systems Co., Ltd (Thailand)
|
161.
|
Sirona Dental Systems GmbH (Germany)
|
162.
|
Sirona Dental Systems Ltd. (United Kingdom)
|
163.
|
Sirona Dental Systems O.O.O. (Russia)
|
164.
|
Sirona Dental Systems Private Ltd. (India)
|
165.
|
Sirona Dental Systems s.r.l. (Italy)
|
166.
|
Sirona Dental Systems South Africa (Pty) Ltd. (South Africa)
|
167.
|
Sirona Dental Systems Trading (Shanghai) Co., Ltd. (China)
|
168.
|
Sirona Dental Systems Trading, LLC (United Arab Emirates, 49%)
|
169.
|
Sirona Dental Systems, Inc. (Delaware)
|
170.
|
Sirona Dental, Inc. (Delaware)
|
171.
|
Sirona Immobilien GmbH (Germany)
|
172.
|
Sirona Technologie GmbH & Co. KG (Germany)
|
173.
|
Sirona Verwaltungs GmbH (Germany)
|
174.
|
Societe de Recherche Techniques Dentaires SAS (France)
|
175.
|
The Dental Trading Co., Ltd. (Thailand, 49.8%)
|
176.
|
Tulsa Dental Products LLC (Delaware)
|
177.
|
Tulsa Luxembourg LLC (Delaware)
|
178.
|
Tuzodent S.A. de C.V. (Mexico)
|
179.
|
VDW GmbH (Germany)
|
180.
|
VIPI Indústria, Comércio, Exportação e Importação de Produtos Odontológicos Ltda. (Brazil)
|
181.
|
Zephyr Sleep Technologies Inc. (Canada)
|
182.
|
Zhermack GmbH (Germany)
|
183.
|
Zhermack SpA (Italy)
|
184.
|
Zhermack, Inc. (Nevada)
|
185.
|
Zhermapol SP Zoo (Poland)
|
1.
|
I have reviewed this Form 10-K of DENTSPLY SIRONA Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/
|
Donald M. Casey, Jr
|
|
Donald M. Casey, Jr
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Form 10-K of DENTSPLY SIRONA Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/
|
Nicholas W. Alexos
|
|
Nicholas W. Alexos
|
|
Executive Vice President and Chief Financial Officer
|
/s/
|
Donald M. Casey Jr.
|
|
Donald M. Casey Jr.
|
|
Chief Executive Officer
|
/s/
|
Nicholas W. Alexos
|
|
Nicholas W. Alexos
|
|
Executive Vice President and Chief Financial Officer
|