SEC Filing: Dentsply Sirona

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

----------------------------------------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report October 29, 2008

(Date of earliest event reported)

Commission File Number 0-16211

DENTSPLY INTERNATIONAL INC

(Exact name of registrant as specified in its charter)

	Delaware		39-1434669
(State of Incorporation)		(IRS Employer Identification No.)

221 West Philadelphia Street,

	York, Pennsylvania	17405-0872
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code:

(717) 845-7511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

_____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

_____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

_____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

_____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. - Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition."

On October 29, 2008, the Company issued a press release disclosing its third quarter 2008 sales and earnings. This earnings release references net sales, excluding precious metal content, and net income, excluding certain unusual items, both of which could be considered measures not calculated in accordance with generally accepted accounting principles (non-GAAP measures). Due to the fluctuations of precious metal prices and because the precious metal content of the Company's sales is largely a pass-through to customers and has minimal effect on earnings, the Company reports sales both with and without precious metal content to show the Company's performance independent of precious metal price volatility and to enhance comparability of performance between periods. Earnings from continuing operations, excluding certain unusual items, is presented to enhance the comparability between periods. A copy of the Company's press release is attached hereto as Exhibit (99.1) and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements - Not applicable.

(b) Exhibits:

99.1 The Dentsply International Inc. Third Quarter 2008 earnings release issued October 29, 2008 as referenced in Item 2.02.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DENTSPLY INTERNATIONAL INC

(Company)

/s/	William R. Jellison

William R. Jellison

Senior Vice President and

Chief Financial Officer

Date: October 29, 2008

NEWS

For Further

Information

Contact:

William R. Jellison

FOR IMMEDIATE RELEASE

Senior Vice President and

Chief Financial Officer

(717) 849-4243

DENTSPLY International Inc.

Reports Record Third Quarter 2008 Sales and Earnings

York, PA – October 28, 2008 -- DENTSPLY International Inc. (NASDAQ–XRAY) today announced record sales and earnings for the three months ended September 30, 2008.

FINANCIAL RESULTS

Three Months Ended September 30, 2008

Net sales in the third quarter of 2008 increased 8.6% to $530.0 million compared to $488.1 million reported for the third quarter of 2007. Net sales, without precious metal content, increased 9.6% to $488.1 million in the third quarter of 2008, as we continued to benefit from a balanced portfolio of dental products with a diversified geographic mix, favorable exchange impact and acquisition growth.

Net income for the third quarter of 2008 was $66.0 million, or $0.44 per diluted share, compared to $0.42 per diluted share in the third quarter of 2007. Net income in the third quarter of 2008 included an $11.4 million net of tax charge for restructuring and other costs, and a net benefit for income tax-related adjustments of $8.2 million, which combined, reduced earnings per share on a net basis by $.02 per diluted share. The third quarter of 2007 included the net of tax impact of restructuring and other costs of $3.0 million and a net benefit for income tax-related adjustments of $7.8 million, which combined, benefited earnings per diluted share by $.03.

Net income on a non-GAAP basis, (excluding restructuring and other costs, and income tax-related adjustments), was $69.3 million or $0.46 per diluted share in the third quarter of 2008 compared to $61.0 million or $0.39 per diluted share in the third quarter of 2007. This represents a 17.9% increase in

earnings per diluted share on an adjusted non-GAAP basis. For a reconciliation of GAAP and non-GAAP measures, see the attached table.

2008 Third Quarter Results & 2008 Full Year Outlook

Bret Wise, Chairman and Chief Executive Officer, stated “We are very pleased to once again deliver record top and bottom line results in the third quarter. We continue to benefit from our role as a key diversified player in the global dental industry, which generally has less volatility than broader markets. We believe our global market position and financial strength in today’s economic environment will allow us to develop a stronger presence in the worldwide dental market as we move forward.“

Mr. Wise went on to state, “While we acknowledge that economic volatility is making global markets more unpredictable, our strong and consistent year-to-date performance, new product launches, and current assessment of business and market conditions continue to give us confidence in our business model. We are reconfirming our 2008 guidance of $1.86 to $1.91 for earnings per diluted share. Guidance for 2008 excludes income tax related adjustments, restructuring and other costs, and the benefit from the provisions of SFAS 157.”

ADDITIONAL INFORMATION

A conference call has been scheduled for Wednesday, October 29, 2008 at 8:30 AM Eastern Time. A live broadcast is available through Shareholder.com by accessing DENTSPLY’s website at www.dentsply.com. The Conference ID # is 1471266. If you would like to participate in this call, dial (877) 719-9799 (for domestic calls), and (719)325-4820 (for international calls). An on-line rebroadcast, as well as a transcript of the call, will be available to the public following the call at the DENTSPLY website: www.dentsply.com. A replay will be available for one week following the conference call at (888) 203-1112 (for domestic calls) and (719) 457-0820 (for international calls), Passcode # 1471266.

DENTSPLY designs, develops, manufactures and markets a broad range of products for the dental market. The Company believes that it is the world’s leading manufacturer and distributor of dental prosthetics, precious metal dental alloys, dental ceramics, endodontic instruments and materials, prophylaxis paste, dental sealants, ultrasonic scalers, and crown and bridge materials; the leading United States manufacturer and distributor of dental handpieces, dental x-ray film holders, film mounts and bone substitute/grafting materials; and a leading worldwide manufacturer or distributor of dental implants, impression materials, orthodontic appliances, dental cutting instruments, infection control products, and dental injectable anesthetics. The Company distributes its dental products in over 120 countries under some of the most well-established brand names in the industry.

DENTSPLY is committed to the development of innovative, high quality, cost-effective new products for the dental market.

This press release contains forward-looking information (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding future events or the future financial performance of the Company that involve substantial risks and uncertainties. Actual events or results may differ materially from those in the projections or other forward-looking information set forth herein as a result of certain risk factors.

These risk factors include, without limitation; the continued strength of dental markets, the timing, success and market reception for our new and existing products, uncertainty with respect to governmental actions with respect to dental products, outcome of litigation, continued support of our products by influential

dental professionals, and changes in the general economic environment that could affect our business. Changes in such assumptions or factors could produce significantly different results. For an additional description of risk factors, please refer to the Company’s Annual Report on Form 10-K and its subsequent periodic reports on Forms 10-Q filed with the Securities and Exchange Commission.

NON-GAAP FINANCIAL MEASURES

DENTSPLY believes that the non-GAAP financial information provided in this release may be useful to investors for comparison purposes because the Company has historically provided similar information. The non-GAAP financial information should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with GAAP.