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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 31, 2003
OR
_________ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to ____________.
Commission file number 0-16211
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
DENTSPLY International Inc. 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
DENTSPLY International Inc. 221 West Philadelphia Street,
York, Pennsylvania 17405-0872
REQUIRED INFORMATION
1. Financial Statements:
The following financial information, including the Report of Independent
Registered Public Accounting Firm thereon of the DENTSPLY International Inc.
401(k) Savings Plan are submitted herewith:
Statements of Net Assets Available for Plan Benefits as of December 31,
2003 and 2002.
Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 2003 and 2002.
Supplemental Schedule of Assets (Held at End of Year) as of December 31,
2003.
2. Exhibits:
The following exhibits are submitted herewith:
Exhibit (A) - Consent of Beard Miller Company LLP - Independent
Registered Public Accounting Firm
Exhibit (B) - Consent of PricewaterhouseCoopers LLP - Independent
Registered Public Accounting Firm
Exhibit (C) - Report of PricewaterhouseCoopers LLP - Independent
Registered Public Accounting Firm
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENTSPLY International Inc.
401(k) Savings Plan
Date: June 28, 2004 \s\ Bret W. Wise
Bret W. Wise
Senior Vice President, Chief Financial Officer
and Member of the DENTSPLY International Inc.
401(k) Savings Plan Committee
DENTSPLY International Inc.
401(k) Savings Plan
Financial Report
December 31, 2003
DENTSPLY International Inc. 401(k) Savings Plan
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Table of Contents
Page No.
Financial Statements:
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplementary Schedule:
Schedule of Assets (Held at End of Year) 8
Report of Independent Registered Public Accounting Firm
To the 401(k) Committee
DENTSPLY International Inc. 401(k) Savings Plan
York, Pennsylvania
We have audited the accompanying statement of net assets
available for benefits of DENTSPLY International Inc. 401(k)
Savings Plan (Plan) as of December 31, 2003, and the related
statement of changes in net assets available for benefits for the
year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audit. The financial statements of DENTSPLY International Inc.
401(k) Savings Plan as of and for the year ended December 31,
2002, were audited by other auditors whose report dated June 25,
2003, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides
a reasonable basis for our opinion.
In our opinion, the 2003 financial statements referred to
above present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2003, and
the changes in net assets available for benefits for the year
then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
supplementary schedule of assets (held at end of year) is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The
supplementary schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Beard Miller Company LLP
York, Pennsylvania
June 21, 2004
1
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Statements of Net Assets Available for Benefits
December 31,
2003 2002
- -------------------------------------------------------------------
Assets
Cash and cash equivalents $ 22 $ 17,445
---------- ----------
Investments, at fair value:
Shares of Registered Investment
Companies:
Fidelity Magellan Fund 8,397,775 6,098,952
PIMCO Total Return Fund 918,599 599,404
TRP Balanced Fund 4,295,574 3,382,829
TRP Blue Chip Growth Fund 14,577,674 10,317,774
TRP Equity Income Fund 4,867,694 3,245,508
TRP Extended Equity Market Index 573,619 223,162
TRP International Stock Fund 471,483 156,521
TRP New Horizons Fund 2,134,901 1,038,048
TRP Personal Strategy Balanced Fund 576,011 251,525
TRP Personal Strategy Growth Fund 772,482 368,099
TRP Personal Strategy Income Fund 270,018 223,263
TRP Science & Technology Fund 1,286,491 560,869
TRP Spectrum Income Fund 3,247,997 1,995,786
TRP Summit Cash Reserves 5,236,995 4,505,358
Shares of Common Trusts:
TRP Equity Index Trust 7,425,950 5,524,317
DENTSPLY International Inc. Stock Fund 9,236,163 7,239,866
Participant loans 1,517,545 1,407,520
---------- ----------
Total Investments 65,806,971 47,138,801
---------- ----------
Receivables: 263,308 242,970
Participants' contributions
Austenal, Inc. 401(k) Plan Conversion 0 2,378,063
Receivable
---------- ----------
Total Receivables 263,308 2,621,033
---------- ----------
Net Assets Available for Benefits $66,070,301 $49,777,279
========== ==========
See notes to financial statements.
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2
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Statements of Changes in Net Assets Available for Benefits
Years Ended
December 31,
2003 2002
- -------------------------------------------------------------------
Investment Income
Net appreciation (depreciation) in fair
value of investments $11,410,432 $(7,700,366)
Interest and dividends 695,371 526,898
---------- ----------
12,105,803 (7,173,468)
---------- ----------
Contributions
Participants 7,528,603 7,778,540
Participant rollovers 1,410,002 2,129,879
---------- ----------
8,938,605 9,908,419
---------- ----------
Plan Asset transfer from:
Austenal, Inc. 401(k) Plan 0 2,378,063
---------- ----------
Benefits Paid to Participants (4,742,101) (5,040,864)
---------- ----------
Administrative Expenses (9,285) (8,592)
---------- ----------
Net Increase 16,293,022 63,558
Net Assets Available for Benefits -
Beginning of Year 49,777,279 49,713,721
---------- ----------
Net Assets Available for Benefits -
End of Year $66,070,301 $49,777,279
========== ==========
See notes to financial statements.
- -------------------------------------------------------------------
3
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Notes to Financial Statements
Note 1 - Description of Plan
The following brief description of the DENTSPLY
International Inc. 401(k) Savings Plan (the "Plan") is
provided for general information purposes only.
Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan is a contributory defined contribution plan
covering all full-time employees of DENTSPLY
International Inc. (the "Company") and its wholly-owned
subsidiaries in the United States who are employed in
or on temporary assignment outside the United States.
The Plan was established January 1, 1992, and amended,
thereafter, several times.
The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Plan Administration
The Plan is administered by the 401(k) Savings Plan
Committee (the "Committee"). At December 31, 2003 and
2002, T. Rowe Price Trust Company ("TRP") was the
trustee (the "Trustee") and custodian of the Plan's
assets. The Committee and Trustee of the Plan are
appointed by the Board of Directors of the Company. At
December 31, 2003 and 2002, T. Rowe Price Trust Company
was the recordkeeper of the Plan. Expenses incurred in
connection with the administration of the Plan are paid
by the Company or the Plan.
Officers or employees of the Company perform certain
administrative functions. No such officer or employees
receive compensation from the Plan.
Contributions
Each year, participants may contribute up to 100
percent of their pre-tax annual compensation, as
defined by the Plan, in multiples of one percent except
for certain highly compensated participants who are
subject to limitations. Participants may also
contribute amounts representing rollovers from other
qualified defined benefit or contribution plans. The
Company does not make matching contributions to the
Plan. The participants may direct their contributions
into several different investment options.
Participant Accounts
Each participant's account is credited with the
participant's contributions and an allocation of Plan
earnings (including unrealized appreciation or
depreciation of Plan assets) and charged with an
allocation of administrative expenses, if any.
Allocations are based on participant earnings or
account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting
Participants are immediately vested in their
contributions and earnings thereon.
4
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Notes to Financial Statements
Note 1 - Description of Plan (Continued)
Payment of Benefits
Participants are entitled to receive a distribution
equal to their vested account balances upon death,
retirement, termination or permanent disability.
Participants may elect to receive benefits in either a
lump-sum payment, periodic installments limited in
duration by the provisions of the Plan, or by the
purchase and delivery of a life annuity or qualified
joint and survivor annuity contract. Assets may be
withdrawn by participants in the case of personal
financial hardship upon approval of the Plan
Administrator.
Participant Loans
Participants may borrow from their accounts the lesser
of $50,000 or 50 percent of their vested account
balance (subject to a $1,000 minimum balance).
Participants are charged a $50 fee for loans, which is
paid directly from their account. Loan terms may not
exceed five years; except for loans to facilitate the
purchase of a primary residence. The loans bear
interest at a rate commensurate with local prevailing
rates as determined by the Plan administrator.
Principal and interest are paid ratably through payroll
deductions.
Note 2 - Summary of Accounting Policies
A summary of the significant accounting policies
consistently applied in the preparation of the accompanying
financial statements follows:
Basis of Accounting
The financial statements of the Plan are prepared on
the accrual basis of accounting.
Valuation of Investments
The Plan's investments are stated at fair value.
Shares of registered investment companies are valued at
quoted market prices which represent the net asset
value of shares held by the Plan at year-end.
Common/collective funds are valued at net unit value as
determined by the Trustee, which represents the fair
market value. Common stock is valued at its quoted
market price. Participant loans are valued at cost,
which approximates fair value.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the
accrual basis. Dividends are recorded on the
ex-dividend date.
Investments of the Plan are exposed to various risks,
such as interest rate, market, and credit. Due to the
level of risk associated with certain investments and
the level of uncertainty related to changes in the
value of investments, it is at least reasonably
possible that changes in risks in the near term would
materially affect investment assets reported in the
statements of net assets available for benefits and the
statements of changes in net assets available for
benefits.
5
Note 2 - Summary of Accounting Policies (Continued)
Payment of Benefits
Benefit payments to participants are recorded when paid.
Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States of America requires the Plan
administrator to make estimates and assumptions that
affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those
estimates.
Note 3 - Investments
The Plan's investments are held by the T. Rowe Price Trust
Company. The following table presents the fair value of
investments. Investments that represent five percent or
more of the Plan's net assets available for benefits are
separately identified as of December 31:
Investments 2003 2002
- -------------------------------------------------------------------
At Quoted Market Prices:
Mutual funds:
Fidelity Magellan Fund $ 8,397,775 $ 6,098,952
TRP Balanced Fund 4,295,574 3,382,829
TRP Blue Chip Growth Fund 14,577,674 10,317,774
TRP Equity Income Fund 4,867,694 3,245,508
TRP Summit Cash Reserves 5,236,995 4,505,358
At Net Unit Value, which
Approximates Fair Value:
TRP Equity Index Trust 7,425,950 5,524,317
At Quoted Market Price:
DENTSPLY International Inc.
Stock Fund 9,236,163 7,239,866
The net appreciation (depreciation) in fair value of
investments (including investments bought, sold, as well as
held during the year) amounted to $11,410,432 and
($7,700,366) for the years ended December 31, 2003 and 2002,
respectively.
The net appreciation (depreciation) in fair value of
investments for each significant class of investments,
consist of the following for the years ended December 31:
2003 2002
- -------------------------------------------------------------------
Common stock $ 1,633,179 $ 606,922
Common trust 1,647,126 (1,547,562)
Mutual funds 8,130,127 (6,759,726)
---------- ----------
$11,410,432 ($7,700,366)
========== ==========
6
Note 4 - Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to terminate the Plan
at any time, subject to the provisions of ERISA.
Note 5 - Income Tax Status
The Internal Revenue Service has determined and informed
the Company by a letter dated May 23, 2002, that the Plan
and related trust are designed in accordance with applicable
sections of the Internal Revenue Code. Although the Plan
has been amended since receiving the letter, the Plan
administrator and the Plan's advisors believe that the Plan
is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code.
Therefore, they believe the Plan was qualified and the
related trust was tax-exempt as of the financial statement
date.
Note 6 - Related Party Transactions
During 2003 and 2002, certain Plan investments were shares
of registered investment companies and a common trust
managed by T. Rowe Price Trust Company. In addition, the
Plan offers an investment in the DENTSPLY International Inc.
Stock Fund. The transactions in these investments are
party-in-interest transactions which are exempt from
prohibited transaction rules of ERISA.
Note 7 - Plan Mergers
Effective December 31, 2002, the assets of the Austenal,
Inc. 401(k) Plan, totaling $2,378,063, were merged with and
into the Plan as a result of an acquisition made by the
Company during 2002.
7
DENTSPLY International Inc. 401(k) Savings Plan
- -----------------------------------------------------------------------------------------------------
Employer Identification Number : 39-1434669
Plan Number : 004
Form 5500 - Schedule H - Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2003
(c) (d) (e)
(b) Description of * * Current
(a) Identity of issue investment Cost Value
- ------ ----------------------------------------------- --------------------- ---------- ---------
$ $
Fidelity Magellan Fund Mutual Fund N/A 8,397,775
PIMCO Total Return Fund Mutual Fund N/A 918,599
* TRP Balanced Fund Mutual Fund N/A 4,295,574
* TRP Blue Chip Growth Mutual Fund N/A 14,577,674
* TRP Equity Income Fund Mutual Fund N/A 4,867,694
* TRP Extended Equity Market Index Mutual Fund N/A 573,619
* TRP International Stock Fund Mutual Fund N/A 471,483
* TRP New Horizons Fund Mutual Fund N/A 2,134,901
* TRP Personal Strategy Balanced Mutual Fund N/A 576,011
* TRP Personal Strategy Growth Mutual Fund N/A 772,482
* TRP Personal Strategy Income Mutual Fund N/A 270,018
* TRP Science & Technology Fund Mutual Fund N/A 1,286,491
* TRP Spectrum Income Fund Mutual Fund N/A 3,247,997
* TRP Summit Cash Reserves Mutual Fund N/A 5,236,995
* TRP Equity Index Trust Common Trust N/A 7,425,950
* DENTSPLY International Inc. Stock Fund Common Stock N/A 9,236,163
* Participant Loans 5.0%-10.5% 0 1,517,545
----------
Total Investments 65,806,971
==========
* Party-in-interest
* * Historical cost has not been presented since all investments are participant directed.
8
Exhibit (A)
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-89786) of DENTSPLY
International Inc. of our report dated June 21, 2004 relating to
the financial statements of the DENTSPLY International Inc.
401(k) Savings Plan, which appears in this Form 11-K for the year
ended December 31, 2003.
/s/ Beard Miller Company LLP
York, PA
June 28, 2004
Exhibit (B)
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-89786) of DENTSPLY
International Inc. of our report dated June 25, 2003 relating to
the financial statements of the DENTSPLY International Inc.
401(k) Savings Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
June 28, 2004
Exhibit (C)
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
DENTSPLY International Inc. 401(k) Savings Plan
In our opinion, the accompanying statement of net assets
available for benefits and the related statement of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the DENTSPLY
International Inc. 401(k) Savings Plan (the "Plan") at December
31, 2002, and the changes in net assets available for benefits
for the year then ended in conformity with accounting principles
generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit
of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
June 25, 2003