DENTSPLY SIRONA Inc.XRAY
DENTSPLY SIRONA Inc. Goodwill & Intangibles Disclosure
GOODWILL AND INTANGIBLE ASSETS
The Company’s policy is to assess goodwill and indefinite-lived intangible assets for impairment annually as of April 1, with more frequent assessments if events or changes in circumstances indicate an asset might be impaired. Impairment charges are recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations.
Impairment during the Three Months Ended June 30, 2025
For the three months ended June 30, 2025, the Company assessed the goodwill of its reporting units and its indefinite-lived intangible assets for impairment as of April 1, 2025. As a result of the Company’s April 1 impairment test, it was determined that the fair values of its Implant & Prosthetic Solutions reporting unit and certain indefinite-lived intangible assets, including trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment were below their carrying values.
The reduction in fair value for the Implant & Prosthetic Solutions reporting unit determined by this model was primarily driven by the impact of tariffs and lower projected volumes, due partly to competitive pressures, particularly in the United States and European markets. These factors contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows in the near term. As a result of this test, the Company recorded a pre-tax goodwill impairment charge as of June 30, 2025 of $156 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.
As a result of the annual test of indefinite-lived intangible assets, the Company identified impairments of certain trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. The decline in fair value of these assets was driven by the impact of tariffs, which reduced the royalty rates used to value these assets, and lower volumes for the Company’s premium equipment and implant products due partly to competitive pressure, which contributed to reduced forecasted revenues. As a result of this test, the Company recorded pre-tax charges of $79 million to intangible assets as of June 30, 2025, consisting of $64 million within the Connected Technology Solutions segment and $15 million within the Implant & Prosthetic Solutions reporting unit, which were recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations.
Impairment during the Three Months Ended September 30, 2025
For the three months ended September 30, 2025, the Company considered additional qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of additional impairment of goodwill or indefinite-lived intangible assets. Due to the lower-than-expected results for Implant & Prosthetic Solutions, it was determined that the fair value of this reporting unit had declined below its carrying value. The updated fair value was computed in a manner consistent with the annual test described above, with the decline primarily driven by lower-than-expected volumes, particularly in the United States, and the impact of tariffs. As a result of the updated impairment testing, as of September 30, 2025, the Company recorded a pre-tax goodwill impairment charge of $253 million for the Implant & Prosthetic Solutions reporting unit. Additionally, review of the indefinite-lived intangible assets previously impaired as of June 30, 2025, using a consistent methodology as that which was used for the annual test, indicated a further decline in fair value as of September 30, 2025 due to lower volumes for the Company’s equipment and implant products. As a result, the Company recorded indefinite-lived
intangible asset pre-tax impairment charges of $4 million and $5 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended September 30, 2025.
Impairment during the Three Months Ended December 31, 2025
For the three months ended December 31, 2025, the Company considered additional qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of additional impairment of goodwill or indefinite-lived intangible assets. Due to the lower-than-expected results and lowered near-term forecasts for Implant & Prosthetic Solutions, it was determined that the fair value of this reporting unit had declined below its carrying value. The updated fair value was computed in a manner consistent with the annual test described above, with the decline primarily driven by lower-than-expected volumes and lowered near-term forecasts, particularly in the United States. As a result of the updated impairment testing, as of December 31, 2025, the Company recorded a pre-tax goodwill impairment charge of $116 million for the Implant & Prosthetic Solutions reporting unit. This impairment charge resulted in a full impairment of all remaining goodwill within the reporting unit. Additionally, review of the indefinite-lived intangible assets previously impaired as of September 30, 2025, using a consistent methodology as that which was used for the annual test, indicated a further decline in fair value as of December 31, 2025 due to lower volumes for the Company’s equipment and implant products and lower volumes in near-term forecasts. As a result, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $22 million and $15 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended December 31, 2025.
2024 Goodwill and Indefinite-Lived Intangibles Impairment and Testing
In the three months ended March 31, 2024, the Company identified indicators of a more likely than not impairment related to certain indefinite-lived imaging product trade names within the Connected Technology Solutions segment. The decline in fair value of these indefinite-lived trade names was driven by declines in volumes during the three months ended March 31, 2024. As a result, the Company recorded an indefinite-lived intangible asset impairment charge of $6 million for the three months ended March 31, 2024.
In the three months ended September 30, 2024, the Company identified indicators of a more likely than not impairment for two of its reporting units, Orthodontic Aligner Solutions and Implant & Prosthetic Solutions, which together comprise all of the Orthodontic and Implant Solutions segment. As a result, the Company recorded pre-tax goodwill impairment charges of $145 million for the Orthodontic Aligner Solutions reporting unit and $359 million for the Implant & Prosthetic Solutions reporting unit, both within the Orthodontic and Implant Solutions segment. The impairment charge related to the Orthodontic Aligner Solutions reporting unit resulted in a full write-off of the remaining goodwill balance for this reporting unit.
In the three months ended December 31, 2024, the Company identified indicators of a more likely than not impairment for its Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. The decline in fair value of this reporting unit was driven by a weaker trend in sales volumes, particularly in North America, increased competition from lower-priced alternatives impacting global markets, and adverse macroeconomic pressures impacting demand for elective dental procedures and premium implant solutions. As a result, the Company recorded a pre-tax goodwill impairment charge of $269 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. Additionally, in the three months ended December 31, 2024, the Company also identified indicators of more likely than not impairments for certain indefinite-lived intangible assets including trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. As a result, the Company recorded indefinite-lived intangible asset impairment charges of $82 million and $1 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended December 31, 2024. As a result of suspending sales of Byte clear aligner and impression kits during the fourth quarter of 2024, and subsequently announcing plans that Byte aligners would no longer be offered to new patients, the Company recorded a full write-off of the Byte trademark intangible asset within the Orthodontic and Implant Solutions segment, resulting in a charge of $152 million based on a determination that the trademark will not be used in the future operating model for aligners.
2023 Goodwill and Indefinite-Lived Intangibles Impairment and Testing
In the three months ended September 30, 2023, the Company identified indicators of a more likely than not impairment related to its Connected Technology Solutions reporting unit, which comprises all the Connected Technology Solutions segment. The decline in fair value for this reporting unit was driven by adverse macroeconomic factors because of weakened demand, particularly in European markets, and increased discount rates. These factors contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows in the near term, particularly in relation to demand for products which are commonly financed by end customers and are therefore adversely impacted by an environment of higher interest rates. The reporting unit was evaluated for impairment using an income approach, specifically a discounted cash flow model. As a result, the Company recorded a pre-tax goodwill impairment charge for the three months ended September 30, 2023 related to the Connected Technology Solutions reporting unit of $291 million, resulting in a full write-off of the remaining goodwill balance for the Connected Technology Solutions segment.
Additionally, in conjunction with the third quarter test in 2023, the Company conducted an impairment test on the indefinite-lived intangible assets related to the businesses within the Connected Technology Solutions reporting unit within the Connected Technology Solutions segment. The Company also identified an indicator of impairment for the indefinite-lived intangible assets within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment and determined certain trade names and trademarks were impaired. These indefinite-lived intangible assets were evaluated for impairment using an income approach, specifically a relief from royalty method. As a result, the Company recorded indefinite-lived intangible asset impairment charges of $14 million and $2 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended September 30, 2023. The impairment charge was primarily driven by macroeconomic factors such as weakened demand, higher cost of capital, and cost inflation, which are contributing to reduced forecasted revenues.
A reconciliation of changes in the Company’s goodwill by reportable segment was as follows:
| (in millions) | Connected Technology Solutions | Essential Dental Solutions | Orthodontic and Implant Solutions | Wellspect Healthcare | Total | |||||||||||||||||||||||||||
| Balance at December 31, 2024 | ||||||||||||||||||||||||||||||||
| Goodwill | $ | 291 | $ | 829 | $ | 1,276 | $ | 265 | $ | 2,661 | ||||||||||||||||||||||
| Accumulated impairment losses | (291) | — | (773) | — | (1,064) | |||||||||||||||||||||||||||
| Goodwill, net at December 31, 2024 | $ | — | $ | 829 | $ | 503 | $ | 265 | $ | 1,597 | ||||||||||||||||||||||
| Translation | — | 31 | 22 | 23 | 76 | |||||||||||||||||||||||||||
| Impairment | — | — | (525) | — | (525) | |||||||||||||||||||||||||||
| Goodwill, net at December 31, 2025 | $ | — | $ | 860 | $ | — | $ | 288 | $ | 1,148 | ||||||||||||||||||||||
| Accumulated impairment losses at December 31, 2025 | (291) | — | (1,298) | — | (1,589) | |||||||||||||||||||||||||||
Identifiable definite-lived and indefinite-lived intangible assets were as follows:
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| Developed technology and patents | $ | 1,783 | $ | (1,334) | $ | 449 | $ | 1,639 | $ | (1,079) | $ | 560 | ||||||||||||||||||||||||||
| Trade names and trademarks | 84 | (79) | 5 | 79 | (73) | 6 | ||||||||||||||||||||||||||||||||
| Licensing agreements | 42 | (29) | 13 | 29 | (28) | 1 | ||||||||||||||||||||||||||||||||
| Customer relationships | 1,098 | (847) | 251 | 1,019 | (716) | 303 | ||||||||||||||||||||||||||||||||
| Total definite-lived | $ | 3,007 | $ | (2,289) | $ | 718 | $ | 2,766 | $ | (1,896) | $ | 870 | ||||||||||||||||||||||||||
| Indefinite-lived trade names and trademarks | 251 | — | 251 | 332 | — | 332 | ||||||||||||||||||||||||||||||||
In-process R&D (a) | 5 | — | 5 | 5 | — | 5 | ||||||||||||||||||||||||||||||||
| Total indefinite-lived | 256 | — | 256 | 337 | — | 337 | ||||||||||||||||||||||||||||||||
| Total identifiable intangible assets | $ | 3,263 | $ | (2,289) | $ | 974 | $ | 3,103 | $ | (1,896) | $ | 1,207 | ||||||||||||||||||||||||||
(a) Intangible assets acquired in a business combination that are in-process and used in R&D activities are considered indefinite-lived until the completion or abandonment of the R&D efforts. The useful life and amortization of those assets will be determined once the R&D efforts are completed.
Amortization expense for definite-lived intangible assets for the years ended December 31, 2025, 2024 and 2023 was $211 million, $216 million and $211 million, respectively. The estimated annual amortization expense related to these intangible assets for each of the five succeeding calendar years is $143 million, $121 million, $126 million, $127 million and $125 million for 2026, 2027, 2028, 2029 and 2030, respectively.
During the second quarter of 2021, the Company acquired certain developed technology rights for an initial payment of $3 million. During the fourth quarter of 2024, regulatory and commercial milestones related to the acquisition were achieved, triggering an additional payment of $7 million. As of December 31, 2024, the Company recognized a liability of $10 million for contractual future payments associated with this acquisition that were deemed probable. Both the payment and future obligation were recorded as increases to the developed technology asset for the year ended December 31, 2024. As of December 31, 2025 there is no liability remaining and the net carrying amount of the related intangible asset is $3.8 million related to the developed technology rights. During fiscal year 2025, the Company entered into a long-term licensing and naming rights agreement and recognized an intangible asset of $13.5 million. The asset has a contractual term of 15 years and is being amortized on a straight-line basis over that period. Amortization expense is recorded within selling, general and administrative expenses. As of December 31, 2025, the carrying amount of the intangible asset was $13 million.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 8, 2019 | |
| 2017 | Mar 15, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 12, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.