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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, 2005
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,
2005 and 2004.
Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 2005 and 2004.
Supplemental Schedule of Assets (Held at End of Year) as of December 31,
2005.
2. Exhibits:
The following exhibits are submitted herewith:
Exhibit 23.1 - Consent of 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, 2006 \s\ William R. Jellison
William R. Jellison
Senior Vice President, Chief Financial Officer
and Member of the DENTSPLY International Inc.
ESOP and 401(k) Committee
DENTSPLY International Inc.
401(k) Savings Plan
Financial Report
December 31, 2005
DENTSPLY International Inc. 401(k) Savings Plan
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Table of Contents
December 31, 2005 and 2004
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) 9
Report of Independent Registered Public Accounting Firm
To the ESOP and 401(k) Committee
DENTSPLY International Inc. 401(k) Savings Plan
We have audited the accompanying statements of net assets available for
benefits of DENTSPLY International Inc. 401(k) Savings Plan (Plan) as of
December 31, 2005 and 2004, and the related statements of changes in net assets
available for benefits for the years 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 audits.
We conducted our audits in accordance with the Standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 2005 and 2004, 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.
Our audits were 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) as of December 31, 2005 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 is the
responsibility of the Plan's management. 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 20, 2006
1
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
2005 2004
Assets
- -------------------------------------------------------------------
Cash and cash equivalents $ 4 $ 88,070
--------- ---------
Investments, at fair value:
Shares of Registered Investment
Companies:
Fidelity Magellan Fund 8,164,829 8,357,817
Morgan Stanley International Equity, B 1,581,228 1,017,226
PIMCO Total Return Fund 1,108,164 1,069,272
TRP Balanced Fund 4,920,412 4,751,373
TRP Blue Chip Growth Fund 15,440,387 15,538,050
TRP Equity Income Fund 6,086,249 5,916,793
TRP Extended Equity Market Index 1,332,003 1,129,748
TRP New Horizons Fund 3,974,695 3,014,173
TRP Retirement Income Fund 153,497 775
TRP Retirement 2005 Fund 35,443 33,666
TRP Retirement 2010 Fund 681,160 566,074
TRP Retirement 2015 Fund 702,324 362,958
TRP Retirement 2020 Fund 672,926 431,021
TRP Retirement 2025 Fund 727,152 362,021
TRP Retirement 2030 Fund 1,480,902 625,323
TRP Retirement 2035 Fund 710,621 335,273
TRP Retirement 2040 Fund 744,831 318,889
TRP Retirement 2045 Fund 26,353 -
TRP Science & Technology Fund 1,439,714 1,452,348
TRP Spectrum Income Fund 3,164,253 3,548,459
TRP Summit Cash Reserves 4,402,518 4,200,343
Shares of Common Trusts:
TRP Equity Index Trust 6,934,536 7,857,941
Common Stock:
DENTSPLY International Inc. common
stock 9,902,627 10,798,320
Investment, at cost:
Participant loans 1,704,847 1,538,771
--------- ---------
Total Investments 76,091,671 73,226,634
--------- ---------
Receivables:
Participants' contributions 287,403 257,924
Glenroe Technologies 401(k) Savings
Plan conversion receivable 123,388 -
--------- ---------
Total Receivables 410,791 257,924
--------- ---------
Net Assets Available for Benefits $76,502,466 $73,572,628
=========== ===========
See notes to financial statements.
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2
DENTSPLY International Inc. 401(k) Savings Plan
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Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2005 and 2004
2005 2004
---- ----
Investment Income
Net appreciation in fair value of
investments $ 1,265,675 $ 6,633,628
Interest and dividends 1,812,987 1,099,036
--------- ---------
3,078,662 7,732,664
--------- ---------
Contributions
Participants 7,630,969 7,314,483
Participant rollovers 975,221 1,409,567
--------- ---------
8,606,190 8,724,050
--------- ---------
Plan Asset Transfer from Glenroe Technologies
401(k) Savings Plan 123,388 -
--------- ---------
Benefits Paid to Participants (8,869,020) (8,945,352)
--------- ---------
Administrative Expenses (9,382) (9,035)
--------- ---------
Net Increase 2,929,838 7,502,327
Net Assets Available for Benefits - Beginning
of Year 73,572,628 66,070,301
--------- ---------
Net Assets Available for Benefits - End of
Year $76,502,466 $73,572,628
=========== ===========
See notes to financial statements.
- -------------------------------------------------------------------
3
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Notes to Financial Statements
December 31, 2005 and 2004
Note 1 - Description of Plan
The following brief description of the DENTSPLY International Inc.
401(k) Savings Plan (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. (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 ESOP and 401(k) Committee
(Committee). At December 31, 2005 and 2004, T. Rowe Price Trust
Company (TRP) was the trustee (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, 2005 and 2004, T.
Rowe Price Trust Company was the recordkeeper of 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
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Notes to Financial Statements
December 31, 2005 and 2004
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 loan 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.
Administrative Costs
Significant administrative costs of the Plan are absorbed by the
Company.
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
DENTSPLY International Inc. 401(k) Savings Plan
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Notes to Financial Statements
December 31, 2005 and 2004
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 2005 2004
----------- ---- ----
At Fair Value as Determined by
Quoted Market Prices:
Shares of Registered Investment
Companies:
Fidelity Magellan Fund $ 8,164,829 $ 8,357,817
TRP Balanced Fund 4,920,412 4,751,373
TRP Blue Chip Growth Fund 15,440,387 15,538,050
TRP Equity Income Fund 6,086,249 5,916,793
TRP New Horizons Fund 3,974,695 3,014,173
TRP Summit Cash Reserves 4,402,518 4,200,343
Other registered investment 14,560,571 11,253,053
companies
Shares of Common Stock:
DENTSPLY International Inc.
common stock 9,902,627 10,798,320
At Estimated Fair Value:
Shares of Common Trusts:
TRP Equity Index Trust 6,934,536 7,857,941
At Cost, which Approximates Fair
Value:
Participant loans 1,704,847 1,538,771
--------- ---------
$76,091,671 $73,226,634
========= =========
During the years ended December 31, 2005 and 2004, the Plan's
investments (including investments bought, sold, as well as held during
the year) appreciated in fair value by $1,265,675 and $6,633,628,
respectively.
6
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Notes to Financial Statements
December 31, 2005 and 2004
Note 3 - Investments (Continued)
The net appreciation in fair value of investments (including
gains and losses on investments bought, sold, as well as held during the
year) for each significant class of investments, consist of the following
for the years ended December 31:
2005 2004
---- ----
Investments, at fair value as
determined by quoted market
prices:
Registered Investment
Companies $1,409,709 $3,509,959
Common stock (462,536) 2,357,722
Investments, at estimated fair value:
Common trust 318,502 765,947
--------- ---------
$1,265,675 $6,633,628
========= =========
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.
7
DENTSPLY International Inc. 401(k) Savings Plan
- -------------------------------------------------------------------
Notes to Financial Statements
December 31, 2005 and 2004
Note 6 - Related Party Transactions
During 2005 and 2004, 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. common stock. The transactions in these investments are
party-in-interest transactions which are exempt from prohibited
transaction rules of ERISA.
Note 7 - Plan Merger
Effective December 31, 2005, the Plan assets of the Glenroe Technologies
401(k) Savings Plan were merged with and into the Plan as a result of an
acquisition made by the Company during 2005. As of December 31, 2005,
assets totaling $123,388 were receivable by the Plan.
Note 8 - Subsequent Event
The Board of Directors of the Company approved, in principle, a plan to
combine the Plan with the Employee Stock Ownership Plan operated by the
Company to form a single KSOP Plan. It is the Company's intention to
complete this combination during the 2006 calendar year.
8
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, 2005
(d) (e)
(b) (c) * * Current
(a) Identity of issue Description of investment Cost Value
- ------- ---------------------------------------------- ------------------------ --------- -------
Fidelity Magellan Fund Mutual Fund N/A $ 8,164,829
Morgan Stanley International Equity, B Mutual Fund N/A 1,581,228
PIMCO Total Return Fund Mutual Fund N/A 1,108,164
* TRP Balanced Fund Mutual Fund N/A 4,920,412
* TRP Blue Chip Growth Mutual Fund N/A 15,440,387
* TRP Equity Income Fund Mutual Fund N/A 6,086,249
* TRP Extended Equity Market Index Mutual Fund N/A 1,332,003
* TRP New Horizons Fund Mutual Fund N/A 3,974,695
* TRP Retirement Income Fund Mutual Fund N/A 153,497
* TRP Retirement 2005 Fund Mutual Fund N/A 35,443
* TRP Retirement 2010 Fund Mutual Fund N/A 681,160
* TRP Retirement 2015 Fund Mutual Fund N/A 702,324
* TRP Retirement 2020 Fund Mutual Fund N/A 672,926
* TRP Retirement 2025 Fund Mutual Fund N/A 727,152
* TRP Retirement 2030 Fund Mutual Fund N/A 1,480,902
* TRP Retirement 2035 Fund Mutual Fund N/A 710,621
* TRP Retirement 2040 Fund Mutual Fund N/A 744,831
* TRP Retirement 2045 Fund Mutual Fund N/A 26,353
* TRP Science & Technology Fund Mutual Fund N/A 1,439,714
* TRP Spectrum Income Fund Mutual Fund N/A 3,164,253
* TRP Summit Cash Reserves Mutual Fund N/A 4,402,518
* TRP Equity Index Trust Common Trust N/A 6,934,536
* DENTSPLY International Inc. Common Stock Common Stock N/A 9,902,627
* Participant Loans 5% - 10.5% 0 1,704,847
----------
Total Investments $76,091,671
==========
* Party-in-interest
* * Historical cost has not been presented since all investments are
participant directed.
9
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-897896) of DENTSPLY International Inc. of our report
dated June 20, 2006, 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, 2005.
/s/Beard Miller Company LLP
York, Pennsylvania
June 26, 2006