SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
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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. 570 West College Avenue, York,
Pennsylvania 17405
REQUIRED INFORMATION
1. Financial Statements:
The following financial information, including the
Independent Accountant's Report thereon of the DENTSPLY
International Inc. 401(k) Savings Plan are submitted herewith:
Statement of Net Assets Available for Plan Benefits as of
December 31, 2002 and 2001.
Statement of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 2002 and 2001.
Supplemental Schedule of Assets (Held at End of Year) as of
December 31, 2002.
Supplemental Schedule of Nonexempt Transactions for the Year
Ended December 31, 2002.
2. Exhibit:
The following exhibit is submitted herewith:
Exhibit (A) - Consent of PricewaterhouseCoopers LLP-
Independent Accountants
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 30, 2003
\s\ John C. Miles, II
John C. Miles, II
Chairman, Chief Executive Officer
and Member of the DENTSPLY
International Inc. 401(k) Savings
Plan Committee
DENTSPLY International Inc. 401(k) Savings Plan
Financial Statements and Additional Information
December 31, 2002 and 2001
DENTSPLY International Inc. 401(k) Savings Plan
Index to Financial Statements and Additional Information
December 31, 2002 and 2001
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Page(s)
Financial Statements:
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Additional Information:*
Schedule I - Schedule of Assets (Held at End of Year) 9
Schedule II - Schedule of Nonexempt Transactions 10
* Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
Report of Independent Accountants
To the Participants and Administrator of the
DENTSPLY International Inc. 401(k)
Savings Plan
In our opinion, the accompanying statements of net assets
available for benefits and the related statements 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 2001, and the changes in net assets available for
benefits for the years 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 audits. We conducted our
audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which 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
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements
taken as a whole. The supplemental schedules of assets (held at
end of year) and nonexempt transactions are presented for the
purpose of additional analysis and are not a required part of the
basic financial statements but are 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. These supplemental schedules are the
responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 25, 2003
1
DENTSPLY International Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
Assets:
Cash and cash equivalents $ 17,445 $ --
Investments, at fair value
Shares of registered investment companies:
Fidelity Magellan Fund 6,098,952 7,641,483
PIMCO Total Return Fund 599,404 --
TRP New Horizons Fund 1,038,048 1,099,877
TRP Equity Income Fund 3,245,508 3,631,469
TRP Summit Cash Reserves 4,505,358 3,961,023
TRP Balanced Fund 3,382,829 3,748,221
TRP Spectrum Income Fund 1,995,786 1,613,838
TRP Blue Chip Growth Fund 10,317,774 13,235,094
TRP Personal Strategy Income Fund 223,263 91,952
TRP Personal Strategy Balanced Fund 251,525 63,184
TRP Personal Strategy Growth Fund 368,099 143,714
TRP Extended Equity Market Index 223,162 207,370
TRP International Stock Fund 156,521 105,412
TRP Science & Technology Fund 560,869 687,194
Shares of Common Trusts:
TRP Equity Index Trust 5,524,317 6,972,935
DENTSPLY International Inc. Stock Fund 7,239,866 5,099,676
Participant loans 1,407,520 1,188,580
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Total investments 47,138,801 49,491,022
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Receivables
Employee contribution receivable 242,970 222,699
Austenal, Inc. 401(k) Plan Conversion Receivable 2,378,063 --
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Total receivables 2,621,033 222,699
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Net assets available for benefits $49,777,279 $49,713,721
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The accompanying notes are an integral part of these financial statements.
2
DENTSPLY International Inc. 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2002 and 2001
2002 2001
Additions:
Investment income:
Net depreciation in fair value of investments $ (7,700,366) $ (3,729,340)
Interest and dividends 526,898 788,936
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(7,173,468) (2,940,404)
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Contributions:
Participant 7,778,540 6,876,686
Participant rollovers 2,129,879 647,302
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9,908,419 7,523,988
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Plan asset transfer from:
Austenal, Inc. 401(k) Plan 2,378,063 --
Asset transfer from Friadent North America Inc.
Retirement Savings Plan -- 320,376
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Total additions 5,113,014 4,903,960
Deductions:
Payment of benefits 5,049,456 3,884,118
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Net increase 63,558 1,019,842
Net assets available for benefits:
Beginning of year 49,713,721 48,693,879
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End of year $ 49,777,279 $ 49,713,721
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The accompanying notes are an integral part of these financial statements.
3
DENTSPLY International Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001
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1. Description of the Plan
The following description of the DENTSPLY International Inc.
401(k) Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
General
The Plan is a 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. Employees are eligible to participate in the Plan upon
hire date. A summary plan description containing specific Plan
provisions has been made available to all participants of the
Plan.
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, 2002 and 2001, 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, 2002 and 2001, T. Rowe Price Trust
Company was the recordkeeper of the Plan.
Officers or employees of the Company perform certain
administrative functions. No such officers 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.
Participant Accounts
Each participant's account is credited with the participant's
contribution and an allocation of Plan earnings 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
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in one-percent increments in any of fifteen
investment options. The following investment options were
available to Plan participants at December 31, 2002 and 2001
except for the PIMCO Total Return Fund, which was available at
December 31, 2002.
Fidelity Magellan Fund- Funds are invested in shares of
Fidelity Magellan Fund, a registered investment company
managed by Fidelity Investments ("Fidelity") that invests
mainly in common stocks seeking long-term growth.
PIMCO Total Return Fund - The fund seeks maximum current
income consistent with preservation of capital and daily
liquidity. It invests primarily in a diversified portfolio
of investment-grade bonds with a duration range from three
to six years. This fund will experience some share price
fluctuation.
TRP New Horizons Fund - The TRP New Horizons Fund seeks
long-term growth of capital through investment primarily in
common stocks of small, rapidly growing companies.
TRP Equity Income Fund - The TRP Equity Income Fund seeks
substantial dividend income, as well as long-term capital
appreciation by investing primarily in dividend paying
common stocks of established companies. In selecting such
stocks, the fund emphasizes companies that appear to be
temporarily undervalued by various measures, such as
price/earnings ratios.
TRP Summit Cash Reserves - The TRP Summit Cash Reserve seek
preservation of capital and liquidity, and consistent with
these objectives, the highest possible current income. The
fund invests in U.S. dollar-denominated money market
securities issued in the U.S. and abroad.
TRP Balanced Fund - The TRP Balanced Fund seeks long-term
capital appreciation, current income and preservation of
capital with moderate fluctuation in share prices. It
invests in a diversified portfolio of approximately 60% in
common stocks and 40% in fixed income securities and cash
reserves.
TRP Spectrum Income Fund - The TRP Spectrum Income Fund
seeks a high level of current income consistent with
moderate price fluctuations by investing in a diversified
group of up to nine TRP mutual funds. Six of these funds
invest principally in U.S. fixed income securities, two in
foreign bonds and one in common stocks of established,
dividend paying companies.
TRP Blue Chip Growth Fund - The TRP Blue Chip Growth Fund
seeks long-term growth of capital through investing
primarily in common stocks of well-established companies
with the potential for above-average growth in earnings.
Current income is a secondary objective.
TRP Personal Strategy Income Fund - The TRP Personal
Strategy Income fund is designed for more conservative
investors who value the reduced volatility provided by
substantial investments in income-producing securities but
also seek some capital growth.
5
TRP Personal Strategy Balanced Fund - The TRP Personal
Strategy Balance Fund emphasizes investments in stocks with
higher capital appreciation potential but retains a
significant income component to temper volatility.
TRP Personal Strategy Growth Fund - The TRP Personal
Strategy Growth Fund, with the greatest exposure to stocks,
is designed for more aggressive investors who can withstand
the market's inevitable setbacks to seek its potential
long-term rewards.
TRP Extended Equity Market Index Fund - The TRP Extended
Equity Market Index Fund seeks to match the performance of
the U.S. equity market, as represented by the Wilshire 4500
Equity index. This index comprises more than 6,500 actively
traded stocks, mostly small and mid cap issues, that are not
part of the S&P Index.
TRP International Stock Fund - The TRP International Stock
fund seeks long-term growth of capital by investing
primarily in common stocks of established, non-U.S.
companies.
TRP Science & Technology Fund - The TRP Science and
Technology Fund seeks long-term growth of capital through
investment primarily in common stocks of companies which are
expected to benefit from the development, advancement and
use of science and technology.
TRP Equity Index Trust - The TRP Equity Index Trust seeks to
replicate as closely as possible the total return
performance of the Standard & Poor's 500 Composite Index
("S&P 500"). The TRP Equity Index Trust invests in
substantially all 500 stocks comprising the S&P 500 in
proportion to their respective weighting in the index to the
extent practical.
DENTSPLY International Inc. Stock Fund - Invests exclusively
in Common Stock of DENTSPLY International Inc.
Participants may change their investment options or transfer
existing account balances to other investment options daily.
Participant Loans
Participants may borrow from their accounts to the lesser of
$50,000 or 50 percent of their vested account balance.
Participants are charged a $50 fee for loans, which is paid
directly from their account. Loan terms may not exceed 5 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.
6
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.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the
accrual basis of accounting.
Investment Valuation and Income Recognition
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. 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.
Payment of Benefits
Benefits are recorded when paid.
Plan Expenses
Expenses incurred in connection with the administration of the
Plan are paid by the Company or the Plan.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported
amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
7
3. Investments
During 2002 and 2001, the Plan's investments (including gains
and losses on investments bought and sold, as well as held
during the year) (depreciated) appreciated in value as follows:
2002 2001
Registered investment companies $(6,759,726) $(3,862,838)
Common trust (1,547,562) (923,690)
Common stock 606,922 1,057,188
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$(7,700,366) $(3,729,340)
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4. Related Party Transactions
During 2002 and 2001, 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.
5. 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.
6. Plan Mergers
Effective December 31, 2002, the assets of the Austenal, Inc.
401(k) Plan were merged with and into the Plan as a result of
an acquisition made by the Company during 2002. As of December
31, 2002, assets totaling $2,378,063 related to the merger were
receivable by the Plan.
As a result of a business acquisition made by the Company
during 2001, the Friadent North America, Inc. Retirement
Savings Plan, with net assets of $320,376 was merged with and
into the Plan in 2001.
7. 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.
8
Additional Information
DENTSPLY International Inc. 401(k) Savings Plan Schedule I
Schedule of Assets (Held at End of Year)
December 31, 2002
Form 5500, Schedule H, Part IV, Line I
Current
Identity of Issue Investment Type Value
Fidelity Magellan Fund Registered Investment Company $6,098,952
PIMCO Total Return Fund Registered Investment Company 599,404
TRP New Horizons Fund* Registered Investment Company 1,038,048
TRP Equity Income Fund* Registered Investment Company 3,245,508
TRP Summit Cash Reserves* Registered Investment Company 4,505,358
TRP Balanced Fund* Registered Investment Company 3,382,829
TRP Spectrum Income Fund* Registered Investment Company 1,995,786
TRP Blue Chip Growth Fund* Registered Investment Company 10,317,774
TRP Personal Strategy Income Fund* Registered Investment Company 223,263
TRP Personal Strategy Balanced Fund* Registered Investment Company 251,525
TRP Personal Strategy Growth Fund* Registered Investment Company 368,099
TRP Extended Equity Market Index Fund* Registered Investment Company 223,162
TRP International Stock Fund* Registered Investment Company 156,521
TRP Science & Technology Fund* Registered Investment Company 560,869
TRP Equity Index Trust* Common Trust 5,524,317
DENTSPLY International Inc. Stock Fund* Common Stock 7,239,866
DENTSPLY International Inc. 401(k) Savings Plan* Participant loans, interest rates ranging
from 5.75 to 10.5% maturing between
6/16/2003 and 6/27/2015 1,407,520
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$47,138,801
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* Party-in-interest
9
DENTSPLY International Inc. 401(k) Savings Plan Additional Information
Schedule of Nonexempt Transactions Schedule II
December 31, 2002
Relationship to Plan, Description of Transactions Including Amount
Identity of Employer or Other Maturity Date, Rate of Interest, of
Party Involved Party-in-Interest Collateral, Par or Maturity Value Interest
DENTSPLY International, Inc. Employer Employee funds were accidentally $ 39.79
withdrawn from the Plan on January 22,
2001 amounting to $525. The funds and
interest were re-deposited into the Plan on
April 25, 2002 and May 25, 2002 respectively.
DENTSPLY International, Inc. Employer Employee funds were accidentally $ 11.16
withdrawn from the Plan on May 24, 2001
amounting to $177. The funds and interest
were re-deposited into the Plan on April
25, 2002 and May 25, 2002 respectively.
DENTSPLY International, Inc. Employer Employee deferral withheld on July 19, $ 8.06
2001 amounting to $158 was not deposited
into the Plan until April 25, 2002, with an
interest payment being made on May 29, 2002.
DENTSPLY International, Inc. Employer Employee funds were accidentally $ 15.53
withdrawn from the Plan on November 26,
2001 amounting to $602 The funds and
interest were re-deposited into the Plan on
April 25, 2002 and May 25, 2002 respectively.
DENTSPLY International, Inc. Employer Employee deferrals withheld on January $ 278.54
16, 2002 amounting to $16,313 were not
deposited into the Plan until April 25,
2002, with an interest payment being made
on May 29, 2002.
10
Exhibit (A)
Consent of Independent Accountants
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
PricewaterhouseCoopers LLP
Philadelphia, PA
June 30, 2003