10-K 1 f10ked.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________ Commission file number 0-16211 DENTSPLY International Inc. (Exact name of registrant as specified in its charter) Delaware 39-1434669 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 570 West College Avenue, York, Pennsylvania 17405-0872 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (717)845-7511 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None Not applicable Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] D1 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of February 22, 2002, the aggregate market value of voting common stock held by non-affiliates of the registrant, based upon the last reported sale price for the registrant's Common Stock on the Nasdaq National Market on such date was $2,597,726,348 (calculated by excluding shares owned beneficially by directors and executive officers as a group from total outstanding shares solely for the purpose of this response). The number of shares of the registrant's Common Stock outstanding as of the close of business on February 22, 2002 was 77,924,485. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's annual report to shareholders for fiscal year 2001 (the "2001 Annual Report to Shareholders") are incorporated by reference into Parts I and II of this Annual Report on Form 10-K to the extent provided herein. Certain portions of the definitive Proxy Statement of DENTSPLY International Inc. to be used in connection with the 2002 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent provided herein. Except as specifically incorporated by reference herein, neither the 2001 Annual Report to Shareholders nor the Proxy Statement is to be deemed filed as part of this Annual Report on Form 10-K. D1 PART I Item 1. Business Certain statements made by the Company, including without limitation, statements containing the words "plans", "anticipates", "believes", "expects", or words of similar import may be deemed to be forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and uncertainties which may materially affect the Company's business and prospects. History and Overview DENTSPLY International Inc. ("DENTSPLY" or the "Company"), a Delaware corporation, was created by a merger of Dentsply International Inc. ("Old Dentsply") and GENDEX Corporation in 1993 (the "Merger"). Old Dentsply, founded in 1899, was a manufacturer and distributor of artificial teeth, dental equipment, and dental consumable products. GENDEX, founded in 1983, was a manufacturer of dental x-ray equipment and handpieces. Today, DENTSPLY is the world's largest designer, developer, manufacturer and marketer of a broad range of products for the dental market. The Company's worldwide headquarters and executive offices are located in York, Pennsylvania. The Company operates in a single reporting segment as a designer, manufacturer and distributor of dental products in two principal categories: dental consumables and small equipment, and large equipment. Sales of the Company's dental products accounted for approximately 97% of DENTSPLY's consolidated sales for the year ended December 31, 2001. The Company conducts its business in over 120 foreign countries, principally through its foreign subsidiaries. DENTSPLY has a long-established presence in Canada and in the European market, particularly in Germany, Switzerland, France, Italy and the United Kingdom. Through its recent acquisitions the Company has also gained access to other European markets in the Netherlands and Austria. The Company also has a significant market presence in Central and South America including Brazil, Mexico, Argentina, Colombia, and Chile; in South Africa; and in the Pacific Rim including Australia, New Zealand, China (including Hong Kong), Thailand, India, Philippines, Taiwan, Korea, Vietnam, Indonesia and Japan. DENTSPLY has also established marketing activities in Moscow, Russia to serve the countries of the former Soviet Union. For 2001, 2000 and 1999, the Company's sales outside the United States, including export sales, accounted for approximately 49%, 42% and 45%, respectively, of consolidated net sales. The information about the Company's United States and foreign sales and assets set forth in Note 4 of the Notes to Consolidated Financial Statements in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. As a result of the Company's significant international operations, DENTSPLY is subject to fluctuations in exchange rates of various foreign currencies and other risks associated with foreign trade. The impact of currency fluctuations in any given period can be favorable or unfavorable. The impact of foreign currency fluctuations of European currencies on operating income is partially offset by sales in the United States of products sourced from plants and third party suppliers located overseas, principally in Germany and Switzerland. The Company enters into forward foreign exchange contracts to selectively hedge assets, liabilities and purchases denominated in foreign currencies. The information regarding foreign exchange risk management activities set forth in Note 14 of the Notes to Consolidated Financial Statements in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. DENTSPLY believes that the dental products industry is experiencing substantial consolidation with respect to both product manufacturing and distribution, although it continues to be fragmented. Between January 1999 and December 2001, DENTSPLY completed nine acquisitions (five in 2000 and four in 2001). The activity in 2001 includes three significant acquisitions. In January 2001, the Company acquired the outstanding shares of Friadent GmbH ("Friadent"), a global dental implant manufacturer and marketer headquartered in Mannheim, Germany. In March 2001, the Company acquired the dental injectible anaesthetic assets of AstraZeneca ("AZ Assets"). In October 2001, the Company acquired the Degussa Dental Group ("Degussa Dental"), a manufacturer and seller of dental products, including precious metal alloys, ceramics, dental laboratory equipment and chairside products headquartered in Hanau, Germany. Information about these acquisitions and the other acquisition and divestiture activities is set forth in Note 3 of the Notes to Consolidated Financial Statements in the Company's 2001 Annual Report to Shareholders and is incorporated herein by reference. These acquisitions are intended to supplement DENTSPLY's core growth and assure ongoing expansion of its business. In addition, acquisitions continue to provide DENTSPLY with new technologies and additional product breadth. D1 The acquisitions made by DENTSPLY involve a substantial degree of risk. They are expected to result in benefits to DENTSPLY, including expanding the products and services offered by DENTSPLY to its customers and potential customers and enhancing DENTSPLY's presence in the European and Japanese market for dental products. Achieving the benefits of the acquisitions, however, will depend on a number of factors, including the integration of the operations and personnel of DENTSPLY and the acquired companies in a timely and efficient manner. The integration will be complicated by the need to integrate geographically diverse operations. In general, DENTSPLY cannot offer any assurances that it can successfully integrate or realize the anticipated benefits of the acquisitions. Failure to do so could result in the loss of key personnel and have a material adverse effect on the acquired businesses and DENTSPLY's financial condition and operating results. In addition, the attention and effort devoted to the integration of the acquired companies could significantly divert management's attention from other important tasks and could seriously harm DENTSPLY. Other risks include unanticipated expenses related to technology integration, difficulties in maintaining uniform standards, controls, procedures and policies, the impairment of relationships with employees and customers as a result of any integration of new management personnel and potential unknown liabilities associated with acquired businesses. Certain provisions of DENTSPLY's Certificate of Incorporation and By-laws and of Delaware law could have the effect of making it difficult for a third party to acquire control of DENTSPLY. Such provisions include the division of the Board of Directors of DENTSPLY into three classes, with the three-year term of a class expiring each year, a provision allowing the Board of Directors to issue preferred stock having rights senior to those of the common stock and certain procedural requirements which make it difficult for stockholders to amend DENTSPLY's By-laws and which preclude stockholders from calling special meetings of stockholders. In addition, members of DENTSPLY's management and participants in its Employee Stock Ownership Plan collectively own approximately 11% of the outstanding common stock of DENTSPLY, which may discourage a third party from attempting to acquire control of DENTSPLY in a transaction that is opposed by DENTSPLY's management and employees. Principal Products The worldwide professional dental industry encompasses the diagnosis, treatment and prevention of disease and ailments of the teeth, gums and supporting bone. DENTSPLY's two principal dental product lines are consumables and small equipment and large equipment. These products are produced by the Company in the United States and internationally and are distributed throughout the world under some of the most well-established brand names and trademarks in the industry, including ACUCAM(R), ANKYLOS(R), AQUASIL(TM), CAULK(R), CAVITRON(R), CERAMCO(R), CERCON(R), DELTON(R), DENOPTIX(TM), DENTSPLY(R), DETREY(R), ELEPHANT(R), ESTHET.X(R), FRIALIT(R), GAC ORTHOWORKS(TM), GENDEX(R), IN-OVATION(TM), MAILLEFER(R), MIDWEST(R), NUPRO(R), PEPGEN P-15(TM), PROFILE(R), RINN(R), R&R(R), SANI-TIP(R), THERMAFIL(R) and TRUBYTE(R). Consumables and Small Equipment. Consumable products consist of dental sundries used in dental offices in the treatment of patients and in dental laboratories in the preparation of dental appliances. DENTSPLY's products in this category include dental prosthetics, including artificial teeth, endodontic (root canal) instruments and materials, dental injectable anesthetics, prophylaxis paste, dental sealants, implants, impression materials, restorative materials, precious metal dental alloys, dental ceramics, crown and bridge materials, tooth whiteners, topical fluoride, cutting instruments, dental needles, and orthodontic appliances and accessories. The Company manufactures thousands of different consumable and laboratory products marketed under more than a hundred brand names. Small equipment products consist of various durable goods used in dental offices for treatment of patients as well as in dental laboratories. DENTSPLY's small equipment products include high and low speed handpieces, intraoral lighting systems, ultrasonic scalers and polishers, air abrasion systems and porcelain furnaces. Sales of consumable and small equipment accounted for approximately 90% of the Company's consolidated sales for the year ended December 31, 2001. Large Equipment. Large equipment products consist of various durable goods used in dental offices primarily for the diagnosis of patients . DENTSPLY's large equipment product lines include conventional and digital dental x-ray systems and related support equipment and accessories, intraoral cameras, computer imaging systems and related software. Sales of large equipment accounted for approximately 7% of the Company's consolidated sales for the year ended December 31, 2001. D1 Markets, Sales and Distribution DENTSPLY distributes approximately 50-60% of its dental products through domestic and foreign distributors, dealers and importers. However, certain highly technical products such as precious metal dental alloys, dental ceramics, crown and bridge porcelain products, endodontic instruments and materials, orthodontic appliances, implants and bone substitute and grafting materials are sold directly to the dental laboratory or dentist in some markets. Sales to two customers, both distributors, accounted for 11% and 9%, respectively, of consolidated net sales in 2001. The information about the Company's foreign and domestic operations and export sales set forth in Note 4 of the Notes to Consolidated Financial Statements in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Although much of its sales are made to distributors, dealers, and importers, DENTSPLY focuses its marketing efforts on the dentists, dental hygienists, dental assistants, dental laboratories and dental schools who are the end users of its products. As part of this end-user "pull through" marketing approach, DENTSPLY employs approximately 1,700 highly trained, product-specific sales and technical staff to provide comprehensive marketing and service tailored to the particular sales and technical support requirements of the dealers and the end users. The Company conducts extensive distributor and end-user marketing programs and trains laboratory technicians and dentists in the proper use of its products, introducing them to the latest technological developments at its Educational Centers located in key dental markets. The Company also maintains ongoing relationships with various dental associations and recognized worldwide opinion leaders in the dental field. DENTSPLY believes that demand in a given geographic market for dental procedures and products varies according to the stage of social, economic and technical development that the market has attained. Geographic markets for DENTSPLY's dental products can be categorized into the following three stages of development: The United States, Canada, Western Europe, the United Kingdom, Japan, and Australia are highly developed markets that demand the most advanced dental procedures and products and have the highest level of expenditure on dental care. In these markets, the focus of dental care is increasingly upon preventive care and specialized dentistry. In addition to basic procedures such as the excavation and filling of cavities and tooth extraction and denture replacement, dental professionals perform an increasing volume of preventive and cosmetic procedures. These markets require varied and complex dental products, utilize sophisticated diagnostic and imaging equipment, and demand high levels of attention to protection against infection and patient cross-contamination. In certain countries in Central America, South America and the Pacific Rim, dental care is often limited to the excavation and filling of cavities and other restorative techniques, reflecting more modest per capita expenditures for dental care. These markets demand diverse products such as high and low speed handpieces, restorative compounds, finishing devices and custom restorative devices. In the People's Republic of China, India, Eastern Europe, the countries of the former Soviet Union, and other developing countries, dental ailments are treated primarily through tooth extraction and denture replacement. These procedures require basic surgical instruments, artificial teeth for dentures and bridgework, and anchoring devices such as posts. D1 The Company offers products and equipment for use in markets at each of these stages of development. The Company believes that as each of these markets develop, demand for more technically advanced products will increase. The Company also believes that its recognized brand names, high quality and innovative products, technical support services and strong international distribution capabilities position it well to take advantage of any opportunities for growth in all of the markets that it serves. The following trends support the Company's confidence in its industry growth outlook: o Increasing worldwide population - Population growth continues throughout the world. o Growth of the population 65 or older - The percentage of the United States and European population over age 65 is expected to nearly double by the year 2030. In addition to having significant needs for dental care, the elderly are well positioned to pay for the required procedures since they control sizable amounts of discretionary income. o Natural teeth are being retained longer - Individuals with natural teeth are much more likely to visit a dentist in a given year than those without any natural teeth remaining. o The changing dental practice in developed countries - Dentistry in developed countries has been transformed from a profession primarily dealing with pain, infections and tooth decay to one with increased emphasis on preventive care and cosmetic dentistry. DENTSPLY's product lines are well positioned to provide the new sophisticated solutions that these advanced procedures require. o Per capita and discretionary incomes are increasing in emerging nations - As personal incomes continue to rise in the emerging nations of the Pacific Rim and Latin America, healthcare, including dental services, are a growing priority. o Growth in the field of aesthetic dentistry - Those among the aging "Baby Boomer" population are not only keeping their natural teeth longer but are interested in looking their best, increasing the demand for tooth whitening and other aesthetic procedures. Product Development Technological innovation and successful product development are critical to strengthening the Company's prominent position in worldwide dental markets, maintaining its leadership positions in product categories where it has a high market share, and increasing market share in product categories where gains are possible. While many of DENTSPLY's innovations represent sequential improvements of existing products, the Company also continues to successfully launch products that represent fundamental change. Its research centers throughout the world employ approximately 330 scientists, Ph.D.'s, engineers and technicians dedicated to research and product development. Approximately $28.3 million, $20.4 million, and $18.5 million, respectively, was internally invested by the Company in connection with the development of new products and in the improvement of existing products in the years ended 2001, 2000 and 1999, respectively. There can be no assurance that DENTSPLY will be able to continue to develop innovative products and that regulatory approval of any new products will be obtained, or that if such approvals are obtained, such products will be accepted in the marketplace. D1 Operating and Technical Expertise DENTSPLY believes that its manufacturing capabilities are important to its success. The Company continues to automate its global manufacturing operations in order to remain a low cost producer. The manufacture of the Company's products requires substantial and varied technical expertise. Complex materials technology and processes are necessary to manufacture the Company's products. DENTSPLY has completed or has in progress a number of key initiatives around the world that are focused on helping the Company improve its operating margins. o The Company's primary operational initiative over the next 1-2 years will be to successfully integrate the recent acquisitions. o The Company has recently acquired a plant site outside Chicago, where it will establish a major dental anesthetic filling plant. The Company believes that the plant will be operational, which includes the FDA validation of the manufacturing practices, at the end of 2003. o The Company is creating a Corporate Quality and Purchasing initiative to help ensure product quality and reduce purchased product costs throughout the organization. o The Company has centralized its warehousing and distribution in North America and Europe. This will minimize both inventory levels and multiple customer shipments. It also helps improve product forecasting and service to our customers. o In the first quarter of 2001, DENTSPLY reorganized certain functions within Europe, Brazil and North America with the objective of consolidating duplicative functions and improving efficiencies within these regions. These measures have resulted in the elimination of approximately 310 administrative and manufacturing positions in Brazil and Germany. Most aspects of this plan have been completed. o The Company continues to focus on improving its manufacturing processes at several of its manufacturing locations, providing improved flexibility. This will allow them to continue to reduce inventories and improve response times to changes in customer demand. o DENTSPLY has also completed its North American Shared Service initiative focused on the consolidation and centralization of the financial accounting support functions. o DENTSPLY is making significant improvements in Information Technology as well. The new manufacturing and financial accounting system was implemented in 1999 and provides the Company with common software systems for nearly all of its locations around the world excluding Friadent and Degussa Dental. Worldwide telecommunications are currently a key focus, as we continue to drive efficiencies. D1 Financing DENTSPLY's long-term debt at December 31, 2001 was $723.5 million and the related long-term debt to total capitalization was 54.3%. DENTSPLY may incur additional debt in the future, including the funding of additional acquisitions; however, the Company's primary focus in 2002 is the integration of its already competed acquisitions and the repayment of debt. DENTSPLY's ability to make payments on its indebtedness, and to fund its operations depends on its future performance and financial results, which, to a certain extent, are subject to general economic, financial, competitive, regulatory and other factors that are beyond its control. There can be no assurance that DENTSPLY's business will generate sufficient cash flow from operations in the future to service its debt and operate its business. DENTSPLY's existing borrowing documentation contains a number of covenants and financial ratios which it is required to satisfy. Any breach of any such covenants or restrictions would result in a default under the existing borrowing documentation that would permit the lenders to declare all borrowings under such documentation to be immediately due and payable and, through cross default provisions, would entitle DENTSPLY's other lenders to accelerate their loans. DENTSPLY may not be able to meet its obligations under its outstanding indebtedness in the event that any cross default provision is triggered. Additional information about DENTSPLY's working capital, liquidity and capital resources is incorporated herein by reference to the material under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2001 Annual Report to Shareholders. Competition The Company conducts its operations, both domestic and foreign, under highly competitive market conditions. Competition in the dental products industry is based primarily upon product performance, quality, safety and ease of use, as well as price, customer service, innovation and acceptance by professionals and technicians. DENTSPLY believes that its principal strengths include its well-established brand names, its reputation for high-quality and innovative products, its leadership in product development and manufacturing, and its commitment to customer service and technical support. The size and number of the Company's competitors vary by product line and from region to region. There are many companies that produce some, but not all, of the same types of products as those produced by the Company. Certain of DENTSPLY's competitors may have greater resources than does the Company in certain of its product offerings. The worldwide market for dental supplies and equipment is highly competitive. There can be no assurance that the Company will successfully identify new product opportunities and develop and market new products successfully, or that new products and technologies introduced by competitors will not render the Company's products obsolete or noncompetitive. Regulation The Company's products are subject to regulation by, among other governmental entities, the United States Food and Drug Administration (the "FDA"). In general, if a dental "device" is subject to FDA regulation, compliance with the FDA's requirements constitutes compliance with corresponding state regulations. In order to ensure that dental products distributed for human use in the United States are safe and effective, the FDA regulates the introduction, manufacture, advertising, labeling, packaging, marketing and distribution of, and record-keeping for, such products. Dental devices of the types sold by DENTSPLY are generally classified by the FDA into a category that renders them subject only to general controls that apply to all medical devices, including regulations regarding alteration, misbranding, notification, record-keeping and good manufacturing practices. DENTSPLY's facilities are subject to periodic inspection by the FDA to monitor DENTSPLY's compliance with these regulations. There can be no assurance that the FDA will not raise compliance concerns. Failure to satisfy FDA requirements can result in FDA enforcement actions, including product seizure, injunction and/or criminal or civil proceedings. In the European Union, DENTSPLY's products are subject to the medical devices laws of the various member states which are based on a Directive of the European Commission. Such laws generally regulate the safety of the products in a similar way to the FDA regulations. DENTSPLY products in Europe bear the CE sign showing that such products adhere to the European regulations. D1 All dental amalgam filling materials, including those manufactured and sold by DENTSPLY, contain mercury. Various groups have alleged that dental amalgam containing mercury is harmful to human health and have actively lobbied state and federal lawmakers and regulators to pass laws or adopt regulatory changes restricting the use, or requiring a warning against alleged potential risks, of dental amalgams. The FDA's Dental Devices Classification Panel, the National Institutes of Health and the United States Public Health Service have each indicated that no direct hazard to humans from exposure to dental amalgams has been demonstrated. If the FDA were to reclassify dental mercury and amalgam filling materials as classes of products requiring FDA pre-market approval, there can be no assurance that the required approval would be obtained or that the FDA would permit the continued sale of amalgam filling materials pending its determination. In Europe, in particular in Scandinavia and Germany, the contents of mercury in amalgam filling materials had been the subject of public discussion. As a consequence, in 1994 the German health authorities asked suppliers of dental amalgam to amend, as a precautionary measure, the instructions for use for amalgam filling materials. DENTSPLY adhered to this request. DENTSPLY also manufactures and sells non-amalgam dental filling materials that do not contain mercury. The introduction and sale of dental products of the types produced by the Company are also subject to government regulation in the various foreign countries in which they are produced or sold. Some of these regulatory requirements are more stringent than those applicable in the United States. DENTSPLY believes that it is in substantial compliance with the foreign regulatory requirements that are applicable to its products and manufacturing operations. Sources and Supply of Raw Materials All of the raw materials used by the Company in the manufacture of its products are purchased from various suppliers and are available from numerous sources. No single supplier, except for the supplier of precious metal raw materials, accounts for a significant percentage of DENTSPLY's raw material requirements. There are alternative suppliers of precious metal raw materials readily available. Intellectual Property Products manufactured by DENTSPLY are sold primarily under its own trademarks and trade names. DENTSPLY also owns and maintains more than 1,000 patents throughout the world and is licensed under a small number of patents owned by others. DENTSPLY's policy is to protect its products and technology through patents and trademark registrations in the United States and in significant international markets for its products. The Company carefully monitors trademark use worldwide, and promotes enforcement of its patents and trademarks in a manner that is designed to balance the cost of such protection against obtaining the greatest value for the Company. DENTSPLY believes its patents and trademark properties are important and contribute to the Company's marketing position but it does not consider its overall business to be materially dependent upon any individual patent or trademark. Employees As of December 31, 2001, the Company and its subsidiaries employed approximately 7,500 employees. A small percentage of the Company's employees are represented by labor unions. Hourly workers at the Company's Ransom & Randolph facility in Maumee, Ohio are represented by Local No. 12 of the International Union, United Automobile, Aerospace and Agriculture Implement Workers of America under a collective bargaining agreement that expires on January 31, 2004. Hourly workers at the Company's Midwest Dental Products facility in Des Plaines, Illinois are represented by Tool & Die Makers Local 113 of the International Association of Machinists and Aerospace Workers under a collective bargaining agreement that expires on June 1, 2003. In addition, approximately 20% of Degussa Dental Germany's workforce is represented by labor unions. The Company believes that its relationship with its employees is good. The Company's success is dependent upon its management and employees. The loss of senior management employees or any failure to recruit and train needed managerial, sales and technical personnel could have a material adverse effect on the Company. Environmental Matters DENTSPLY believes that its operations comply in all material respects with applicable environmental laws and regulations. Maintaining this level of compliance has not had, and is not expected to have, a material effect on the Company's capital expenditures or on its business. D1 Item 2. Properties The following is a list of DENTSPLY's principal manufacturing locations as of December31, 2001:

Leased Location Function or Owned United States: Los Angeles, California Manufacture and distribution of investment Leased casting products Yucaipa , California, Manufacture and distribution of dental Owned laboratory products and dental ceramics Lakewood, Colorado Manufacture and distribution of bone grafting Leased materials and hydroxylapatite plasma-feed coating materials Milford, Delaware Manufacture of consumable dental products Owned Des Plaines, Illinois Manufacture and assembly of dental handpieces Leased and components and dental x-ray equipment Elgin, Illinois Manufacture of dental x-ray film holders, film Owned mounts and accessories Franklin Park, Illinois Manufacture and distribution of needles and Owned needle-related products, primarily for the dental profession Columbus, Indiana Manufacture and distribution of orthodontic Leased accessories Maumee, Ohio Manufacture and distribution of investment Owned casting products York, Pennsylvania Manufacture and distribution of artificial teeth Owned and other dental laboratory products; corporate headquarters York, Pennsylvania Manufacture of small dental equipment and Owned preventive dental products Johnson City, Tennessee Manufacture and distribution of endodontic Leased instruments and materials Foreign: Catanduva, Brazil Manufacture and distribution of consumable Leased dental products Petropolis, Brazil Manufacture and distribution of artificial teeth Owned and consumable dental products

D1

Leased Location Function or Owned Petropolis, Brazil Manufacture and distribution of dental Owned anesthetics Tianjin, China Manufacture and distribution of dental products Leased Plymouth, England Manufacture of dental hand instruments Leased Bohmte, Germany Manufacture and distribution of dental Owned laboratory products Hanau, Germany Manufacture and distribution of precious metal Owned dental alloys, dental ceramics and dental implant products Konstanz, Germany Manufacture and distribution of consumable Owned dental products Mannheim, Germany Manufacture and distribution of dental Owned implant products Munich, Germany Manufacture and distribution of endodontic Owned instruments and materials Rosbach, Germany Manufacture and distribution of dental ceramics Owned New Delhi, India Manufacture and distribution of dental products Leased Milan, Italy Manufacture and distribution of dental Leased x-ray equipment Nasu, Japan Manufacture and distribution of precious metal Owned dental alloys, consumable dental products and orthodontic products Hoorn, Netherlands Manufacture and distribution of precious metal Owned dental alloys and dental ceramics Las Piedras, Puerto Rico Manufacture of crown and bridge materials Owned Ballaigues, Switzerland Manufacture and distribution of endodontic Owned instruments Ballaigues, Switzerland Manufacture and distribution of plastic Owned components and packaging material Le Creux, Switzerland Manufacture and distribution of endodontic Owned instruments

D1 In addition, the Company maintains sales and distribution offices at certain of its foreign and domestic manufacturing facilities, as well as at various other United States and international locations. Of the various sites around the world that are used exclusively for sales and distribution, all but three are leased. The Company also maintains sales offices in various countries throughout the world. DENTSPLY believes that its properties and facilities are well maintained and are generally suitable and adequate for the purposes for which they are used. Item 3. Legal Proceedings DENTSPLY and its subsidiaries are from time to time parties to lawsuits arising out of their respective operations. The Company believes that pending litigation to which DENTSPLY is a party will not have a material adverse effect upon its consolidated financial position or results of operations. In June 1995, the Antitrust Division of the United States Department of Justice initiated an antitrust investigation regarding the policies and conduct undertaken by the Company's Trubyte Division with respect to the distribution of artificial teeth and related products. On January 5, 1999 the Department of Justice filed a complaint against the Company in the U.S. District Court in Wilmington, Delaware alleging that the Company's tooth distribution practices violate the antitrust laws and seeking an order for the Company to discontinue its practices. Three follow on private class action suits on behalf of dentists, laboratories and denture patients in seventeen states, respectively, who purchased Trubyte teeth or products containing Trubyte teeth, were filed and transferred to the U.S. District Court in Wilmington, Delaware. The class action filed on behalf of the dentists has been dismissed by the plaintiffs. The private party suits seek damages in an unspecified amount. The Company filed motions for summary judgment in all of the above cases, which were argued to the court in December 2000. The Court denied the Company's motion for summary judgment regarding the Department of Justice action, granted the motion on the lack of standing of the patient class action and granted the motion on the lack of standing of the laboratory class action to pursue damage claims. In an attempt to avoid the effect of the Court's ruling, the attorneys for the laboratory class action filed a new complaint naming DENTSPLY and its dealers as co-conspirators with respect to DENTSPLY's distribution policy. The Company filed a motion to dismiss this re-filed complaint. The Court again granted DENTSPLY's motion on the lack of standing of the laboratory class action to pursue damage claims. The attorneys for the patient class have also filed a new action to avoid the effect of the Court's ruling. This action is filed in the U.S. District Court in Delaware. Four private party class actions on behalf of indirect purchasers were filed in California state court. These cases are based on allegations similar to those in the Department of Justice case. In response to the Company's motion, these cases have been consolidated in one Judicial District in Los Angeles. It is the Company's position that the conduct and activities of the Trubyte division do not violate the antitrust laws. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Executive Officers of the Registrant The following table sets forth certain information regarding the executive officers of the Company as of February 28, 2001. Name Age Position John C. Miles II 60 Chairman of the Board and Chief Executive Officer Gerald K. Kunkle Jr. 55 President and Chief Operating Officer William R. Jellison 44 Senior Vice President and Chief Financial Officer Rudolf Lehner 44 Senior Vice President J. Henrik Roos 44 Senior Vice President W. William Weston 54 Senior Vice President Thomas L. Whiting 59 Senior Vice President Brian M. Addison 48 Vice President, Secretary and General Counsel D1 John C. Miles II was named Chairman of the Board effective May 20, 1998. Prior thereto, he was Vice Chairman of the Board since January 1, 1997. He was named Chief Executive Officer of the Company upon the resignation of Burton C. Borgelt from that position on January 1, 1996. Prior to that he was President and Chief Operating Officer and a director of the Company since the Merger. Prior to that he served as President and Chief Operating Officer and a director of Old Dentsply commencing in January 1990. Gerald K. Kunkle Jr. was named President and Chief Operating Officer effective January 1, 1997. Prior thereto, Mr. Kunkle served as President of Johnson and Johnson's Vistakon Division, a manufacturer and marketer of contact lenses, from January 1994 and, from early 1992 until January 1994, was President of Johnson and Johnson Orthopaedics, Inc., a manufacturer of orthopaedic implants, fracture management products and trauma devices. William R. Jellison was named Senior Vice President and Chief Financial Officer of the Company effective April 20, 1998. Prior to that time, Mr. Jellison held the position of Vice President of Finance, Treasurer and Corporate Controller for Donnelly Corporation of Holland, Michigan since 1994. From 1991 to 1994, Mr. Jellison was Donnelly's Vice President of Financial Operations, Treasurer and Corporate Controller. Prior to that, he served one year as Treasurer and Corporate Controller and in other financial management positions for Donnelly. Mr. Jellison is a Certified Management Accountant. Rudolf Lehner was named Senior Vice President effective December 12, 2001 and oversees the following operating units: Degussa Dental Germany, DENTSPLY Austria, DENTSPLY Sankin, Detech, Elephant Dental and Friadent. Prior to that time, Mr Lehner was Chief Operating Officer of Degussa Dental since mid-2000. From 1999 to mid 2000, he had the overall responsibilities for Sales & Marketing at Degussa Dental. From 1994 to 1999, Mr. Lehner held the position of Chief Executive Officer of Elephant Dental. From 1990 to 1994, he had overall responsibility for international activities at Degussa Dental. Prior to that, Mr Lehner held various positions at Degussa Dental and its parent, Degussa AG, since starting in 1984. J. Henrik Roos was named Senior Vice President effective June 1, 1999 and oversees the following operating units: Ceramco, CeraMed, DENTSPLY Argentina, DENTSPLY Brazil, DENTSPLY Canada, DENTSPLY Latin America, DENTSPLY Mexico, DENTSPLY Professional, Ransom & Randolph and Trubyte. Prior to his Senior Vice President appointment, Mr. Roos served as Vice President and General Manager of the Company's Gendex division from June 1995 to June 1999. Prior to that, he served as President of Gendex European operations in Frankfurt, Germany since joining the Company in August 1993. W. William Weston was named Senior Vice President effective January 1, 1996 and oversees the following operating units: DeDent, DENTSPLY Asia, DENTSPLY Australia, DENTSPLY France, DENTSPLY Italy, DENTSPLY Russia, DENTSPLY United Kingdom, L.D. Caulk, and Middle East/Africa. Prior to his Senior Vice President appointment, Mr. Weston served as the Vice President and General Manager of DENTSPLY's DeDent Operations in Europe from October 1, 1990 to January 1, 1996. Prior to that time he was Pharmaceutical Director for Pfizer in Germany. Thomas L. Whiting was named Senior Vice President effective in early 1995 and oversees the following operating units: DENTSPLY Anesthetics, ESP LLC, GAC, Gendex, Maillefer, MPL, Rinn, Tulsa Dental Products and Vereinigte Dentalwerke ("VDW"). Prior to his Senior Vice President appointment, Mr. Whiting was Vice President and General Manager of the Company's L.D. Caulk Division from March 1987 to early 1995. Prior to that time, Mr. Whiting held management positions with Deseret Medical and the Parker-Davis Company. Brian M. Addison has been Vice President, Secretary and General Counsel of the Company since January 1, 1998. Prior to that he was Assistant Secretary and Corporate Counsel since December 1994. From August 1994 to December 1994 he was a Partner at the Harrisburg, Pennsylvania law firm of McNees, Wallace & Nurick. Prior to that he was Senior Counsel at Hershey Foods Corporation. D1 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The information set forth under the caption "Supplemental Stock Information" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 6. Selected Financial Data The information set forth under the caption "Selected Financial Data" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosure About Market Risk The information set forth under the caption "Quantitative and Qualitative Disclosure About Market Risk" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data The information set forth under the captions "Management's Financial Responsibility," "Report of Independent Accountants," "Consolidated Statements of Income," "Consolidated Balance Sheets," "Consolidated Statements of Stockholders' Equity," "Consolidated Statements of Cash Flows," and "Notes to Consolidated Financial Statements" in the Company's 2001 Annual Report to Shareholders is incorporated herein by reference. The Report of KPMG, LLP for the Company's fiscal year ended December 31, 1999 is attached hereto as Exhibit 99.1. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Previously reported. PART III Item 10. Directors and Executive Officers of the Registrant The information (i) set forth under the caption "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K and (ii) set forth under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Other Matters" in the 2002 Proxy Statement is incorporated herein by reference. Item 11. Executive Compensation The information set forth under the caption "Executive Compensation" in the 2002 Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the 2002 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The information set forth under the subcaptions "Compensation of Directors", "Human Resources Committee Interlocks and Insider Participation" and "Human Resources Committee Report on Executive Compensation" in the 2002 Proxy Statement is incorporated herein by reference. D1 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Documents filed as part of this Report 1 Financial Statements The following consolidated financial statements of the Company set forth in the Company's 2001 Annual Report to Shareholders are incorporated herein by reference: Report of Independent Accountants Consolidated Statements of Income - Years ended December 31, 2001, 2000 and 1999 Consolidated Balance Sheets - December 31, 2001 and 2000 Consolidated Statements of Stockholders' Equity - Years ended December 31, 2001, 2000 and 1999 Consolidated Statements of Cash Flows - Years ended December 31, 2001, 2000 and 1999 Notes to Consolidated Financial Statements 2 Financial Statement Schedules The following financial statement schedule and the Report of Independent Accountants on Financial Statement Schedule are filed as part of this Annual Report on Form 10-K: Report of Independent Accountants on Financial Statement Schedule Schedule II -- Valuation and Qualifying Accounts. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required to be included herein under the related instructions or are inapplicable and, therefore, have been omitted. D1 3 Exhibits. The Exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit Number Description 3.1 Restated Certificate of Incorporation (1) 3.2 By-Laws, as amended 4.1. (a) Commercial Paper Issuing and paying Agency Agreement dated as of August 12,1999 between the Company and the Chase Manhattan Bank (13) (b) Commercial Paper Dealer Agreement dated as of August 12, 1999 between the Company and Goldman, Sachs & Co. (13) 4.2 (a) Note Agreement (governing Series A, Series B and Series C Notes) dated March 1, 2001 between the Company and Prudential Insurance Company of America (14) (b) First Amendment to Note Agreement dated September 1, 2001 between the Company and Prudential Insurance Company of America. 4.3 (a) 5-Year Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. (b) 364-Day Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. 4.4 Private placement note dated December 28, 2001 between the Company and Massachusetts Mutual Life Insurance Company and Nationwide Life Insurance Company. 4.5 (a) Eurobonds Agency Agreement dated December 13, 2001 between the Company and Citibank, N.A. (b) Eurobond Subscription Agreement dated December 11, 2001 between the Company and Credit Suisse First Boston (Europe) Limited, UBS AG, ABN AMRO Bank N.V., First Union Securities, Inc.; and Tokyo-Mitsubishi International plc (the Managers). (c) Pages 4 through 16 of the Company's Eurobond Offering Circular dated December 11, 2001. 10.1 1992 Stock Option Plan adopted May 26, 1992 (4) 10.2 1993 Stock Option Plan (2) 10.3 1998 Stock Option Plan (1) 10.4 Nonstatutory Stock Option Agreement between the Company and Burton C. Borgelt (3) 10.5 (a) Employee Stock Ownership Plan as amended effective as of December 1, 1982 restated as of January 1, 1991 (7) (b) Second amendment to the DENTSPLY Employee Stock Ownership Plan (10) (c) Third Amendment to the DENTSPLY Employee Stock Ownership Plan (12) 10.6 (a) Trust Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) (b) Plan Recordkeeping Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) D1 10.7 (a) Employment Agreement dated as of December 31, 1987 between the Company and John C. Miles II (5)* (b) Amendment to Employment Agreement between the Company and John C. Miles II dated February 16, 1996, effective January 1, 1996 (9)* 10.8 Employment Agreement dated as of December 10, 1992 between the Company and Michael R. Crane (5)* 10.9 Employment Agreement dated January 1, 1996 between the Company and W. William Weston (9)* 10.10 Employment Agreement dated January 1, 1996 between the Company and Thomas L. Whiting (9)* 10.11 Employment Agreement dated October 11,1996 between the Company and Gerald K. Kunkle Jr. (10)* 10.12 Employment Agreement dated April 20, 1998 between the Company and William R. Jellison (12)* 10.13 Employment Agreement dated September 10, 1998 between the Company and Brian M. Addison (12)* 10.14 Employment Agreement dated June 1, 1999 between the Company and J. Henrik Roos (13)* 10.15 Employment Agreement dated October 1, 2001 between the Company and Rudolf Lehner* 10.16 DENTSPLY International Inc. Directors' Deferred Compensation Plan effective January 1, 1997 (10)* 10.17 Supplemental Executive Retirement Plan effective January 1, 1999 (12)* 10.18 Written Description of Year 2001 Incentive Compensation Plan. 10.19 Sale and Purchase Agreement for all the shares of Friadent Gmbh, dated December 28, 2000 by and between Neptuno Verwaltungs und Treuhand - Gersellschaft GmbH, Dr. Eberhard Braun and Fria Nu GmbH (a subsidiary of the Company). (14) 10.20(a) AZLAD Products Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (a subsidiary of the Company). (14) (b) AZLAD Products Manufacturing Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) (c) AZ Trade Marks License Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) 10.21 Degussa Dental Group Sale and Purchase Agreement, dated May 28/29, 2001 between Degussa AG (Seller) and Dentsply Hanau GmbH & Co. KG, Dentsply Research & Development Corporation and Dentsply EU S.a.r.l. (Purchasers and subsidiaries of the Company). (15) 10.22(a) Precious metal inventory Purchase and Sale Agreement dated November 30, 2001 between Fleet Precious Metal Inc. and the Company. (b) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between JPMorgan Chase Bank and the Company. (c) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between Mitsui & Co., Precious Metals Inc. and the Company. 13 Pages 9 through 44 of the Company's Annual Report to Shareholders for fiscal year 2001 (only those portions of the Annual Report incorporated by reference in this report are deemed "filed") 21.1 Subsidiaries of the Company 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP 23.2 Consent of Independent Auditors - KPMG LLP 99.1 Audit Report of KPMG LLP D1 * Management contract or compensatory plan. (1) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 333-56093). (2) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-71792). (3) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-79094). (4) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-52616). (5) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1993, File No. 0-16211. (6) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, File No. 0-16211. (7) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year December 31, 1994, File No. 0-16211. (8) Incorporated by reference to exhibit included in the Company's Current Report on Form 8-K dated January 10, 1996, File No. 0-16211. (9) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 0-16211. (10) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No. 0-16211. (11) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 0-16211. (12) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 0-16211. (13) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 0-16211. (14) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 0-16211. (15) Incorporated by reference to exhibit included in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, File No. 0-16211. D1 Loan Documents The Company and certain of its subsidiaries have entered into various loan and credit agreements and issued various promissory notes and guaranties of such notes, listed below, the aggregate principal amount of which is less than 10% of its assets on a consolidated basis. The Company has not filed copies of such documents but undertakes to provide copies thereof to the Securities and Exchange Commission supplementally upon request. (1) Master Grid Note dated November 4, 1996 executed in favor of The Chase Manhattan Bank in connection with a line of credit up to $20,000,000 between the Company and The Chase Manhattan Bank. (2) Agreement dated February 26, 1999 between Midland Bank PLC and Dentsply Limited for GBP 3,000,000 overdraft and $2,500,000 foreign exchange facility. (3) Agreement dated June 21, 2001 in the principal amount of $6,000,000 between Dentsply Research and Development Corp, Hong Kong Branch and Bank of Tokyo Mitsubishi. (4) Form of "comfort letters" to various foreign commercial lending institutions having a lending relationship with one or more of the Company's international subsidiaries. (b) Reports on Form 8-K On October 17, 2001, the Company filed a Form 8-K, under item 2 reporting that it had acquired the Degussa Dental Group. On December 17, 2001, Amendment 1 to this Form 8-K was filed on Form 8-K/A. This amendment contained the financial information required under this form. On November 23, 2001, the Company furnished a Form 8-K, under item 9. This report (which is not deemed filed under the Securities Exchange Act) disclosed financial information related to the recently-acquired Degussa Dental Group that was provided in a preliminary offering circular to prospective purchasers in connection with the marketing of the Company's planned Eurobond Offering. D1 Report of Independent Accountants on Financial Statement Schedule To the Board of Directors of DENTSPLY International Inc. Our audits of the consolidated financial statements referred to in our report dated January 21, 2002, except for Note 16, as to which the date is January 31, 2002 appearing in the 2001 Annual Report to Shareholders of DENTSPLY International Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(2) of the Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP Philadelphia, PA March 28, 2002 D1 SCHEDULE II DENTSPLY INTERNATIONAL INC. VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2001

Additions ----------------------- Charged Balance at (Credited) Charged to Write-offs Balance Beginning To Costs Other Net of Translation at End Description of Period And Expenses Accounts Recoveries Adjustment of Period (in thousands) Allowance for doubtful accounts: For Year Ended December 31, 1999 $ 7,891 $ 1,418 $ 541 (a) $ (1,294) $ (404) $ 8,152 2000 8,152 397 34 (b) (2,078) (145) 6,360 2001 6,360 2,844 5,289 (c) (1,638) (253) 12,602 Allowance for trade discounts: For Year Ended December 31, 1999 1,954 2,061 - (1,538) (183) 2,294 2000 2,294 2,169 - (1,732) (102) 2,629 2001 2,629 555 - (1,194) (124) 1,866 Inventory valuation reserves: For Year Ended December 31, 1999 12,315 2,116 2,679 (d) (1,209) (537) 15,364 2000 15,364 5,584 52 (e) (5,741) (317) 14,942 2001 14,942 4,369 8,409 (f) (2,996) (365) 24,359 (a) Includes $62 from acquisition of Vereinigte Dentalwerke and $479 for the New Image restructuring. (b) Includes $34 from acquisition of Midwest Orthodontic Manufacturing. (c) Includes $389 from acquisition of Friadent and $4,900 from acquisition of Degussa Dental. (d) Includes $2,679 from acquisition of Vereinigte Dentalwerke and Herpo Productos Dentarios. (e) Includes $52 from acquisition of Midwest Orthodontic Manufacturing. (f) Includes $1,580 from acquisition of Friadent and $6,829 from acquisition of Degussa Dental.

D1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DENTSPLY INTERNATIONAL INC. By:/s/ John C. Miles II ----------------------- John C. Miles II Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ John C. Miles II March 28, 2002 ------------------------- -------------------- John C. Miles II Date Chairman of the Board and Chief Executive Officer and a Director (Principal Executive Officer) /s/ Gerald K. Kunkle, Jr. March 28, 2002 ------------------------- -------------------- Gerald K. Kunkle, Jr. Date President and Chief Operating Officer and a Director /s/ William R. Jellison March 28, 2002 ------------------------- -------------------- William R. Jellison Date Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Dr. Michael C. Alfano March 28, 2002 ------------------------- -------------------- Dr. Michael C. Alfano Date Director /s/ Burton C. Borgelt March 28, 2002 ------------------------- -------------------- Burton C. Borgelt Date Director D1 /s/ Douglas K. Chapman March 28, 2002 ------------------------- -------------------- Douglas K. Chapman Date Director /s/ Paula H. Cholmondeley March 28, 2002 ------------------------- -------------------- Paula H. Cholmondeley Date Director /s/ Michael J. Coleman March 28, 2002 ------------------------- -------------------- Michael J. Coleman Date Director /s/ C. Frederick Fetterolf March 28, 2002 ------------------------- -------------------- C. Frederick Fetterolf Date Director /s/ William F. Hecht March 28, 2002 ------------------------- -------------------- William F. Hecht Date Director /s/ Leslie A. Jones March 28, 2002 ------------------------- -------------------- Leslie A. Jones Date Director /s/ Betty Jane Scheihing March 28, 2002 ------------------------- -------------------- Betty Jane Scheihing Date Director /s/Edgar H. Schollmaier March 28, 2002 ------------------------- -------------------- Edgar H. Schollmaier Date Director /s/ W. Keith Smith March 28, 2002 ------------------------- -------------------- W. Keith Smith Date Director D1 EXHIBIT INDEX

Exhibit Exhibit Number Description Reference 3.1 Restated Certificate of Incorporation (1) 3.2 By-Laws, as amended D2 4.1. (a) Commercial Paper Issuing and paying Agency Agreement dated as of August 12,1999 between the Company and the Chase Manhattan Bank (13) (b) Commercial Paper Dealer Agreement dated as of August 12, 1999 between the Company and Goldman, Sachs & Co. (13) 4.2 (a) Note Agreement (governing Series A, Series B and Series C Notes) dated March 1, 2001 between the Company and Prudential Insurance Company of America (14) (b) First Amendment to Note Agreement dated September 1, 2001 between the Company and Prudential Insurance Company of America. D3 4.3 (a) 5-Year Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. D4 (b) 364-Day Competitive Advance, Revolving Credit and Guaranty Agreements dated as of May 25, 2001 among the Company, the guarantors named therein, the banks named therein, the ABN Amro Bank, N.V as Administrative Agent, and First Union National Bank and Harris Trust and Savings Bank as Documentation Agents as Documentation Agents. D5 4.4 Private placement note dated December 28, 2001 between the Company and Massachusetts Mutual Life Insurance Company and Nationwide Life Insurance Company. D6 4.5 (a) Eurobonds Agency Agreement dated December 13, 2001 between the Company and Citibank, N.A. D7 (b) Eurobond Subscription Agreement dated December 11, 2001 between the Company and Credit Suisse First Boston (Europe) Limited, UBS AG, ABN AMRO Bank N.V., First Union Securities, Inc.; and Tokyo-Mitsubishi International plc (the Managers). D8 (c) Pages 4 through 16 of the Company's Eurobond Offering Circular dated December 11, 2001. 10.1 1992 Stock Option Plan adopted. D9 May 26, 1992 (4) 10.2 1993 Stock Option Plan (2) 10.3 1998 Stock Option Plan (1) 10.4 Nonstatutory Stock Option Agreement between the Company and Burton C. Borgelt (3) 10.5 (a) Employee Stock Ownership Plan as amended effective as of December 1, 1982 restated as of January 1, 1991 (7) (b) Second amendment to the DENTSPLY Employee Stock Ownership Plan (10) (c) Third Amendment to the DENTSPLY Employee Stock Ownership Plan (12) 10.6 (a) Trust Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) (b) Plan Recordkeeping Agreement for the Company's Employee Stock Ownership Plan between the Company and T. Rowe Price Trust Company dated as of November 1, 2000. (14) D1 10.7 (a) Employment Agreement dated as of December 31, 1987 between the Company and John C. Miles II (5)* (b) Amendment to Employment Agreement between the Company and John C. Miles II dated February 16, 1996, effective January 1, 1996 (9)* 10.8 Employment Agreement dated as of December 10, 1992 between the Company and Michael R. Crane (5)* 10.9 Employment Agreement dated January 1, 1996 between the Company and W. William Weston (9)* 10.10 Employment Agreement dated January 1, 1996 between the Company and Thomas L. Whiting (9)* 10.11 Employment Agreement dated October 11,1996 between the Company and Gerald K. Kunkle Jr. (10)* 10.12 Employment Agreement dated April 20, 1998 between the Company and William R. Jellison (12)* 10.13 Employment Agreement dated September 10, 1998 between the Company and Brian M. Addison (12)* 10.14 Employment Agreement dated June 1, 1999 between the Company and J. Henrik Roos (13)* 10.15 Employment Agreement dated October 1, 2001 between the Company and Rudolf Lehner* D10 10.16 DENTSPLY International Inc. Directors' Deferred Compensation Plan effective January 1, 1997 (10)* 10.17 Supplemental Executive Retirement Plan effective January 1, 1999 (12)* 10.18 Written Description of Year 2001 Incentive Compensation Plan. D11 10.19 Sale and Purchase Agreement for all the shares of Friadent Gmbh, dated December 28, 2000 by and between Neptuno Verwaltungs und Treuhand - Gersellschaft GmbH, Dr. Eberhard Braun and Fria Nu GmbH (a subsidiary of the Company). (14) 10.20(a) AZLAD Products Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (a subsidiary of the Company). (14) (b) AZLAD Products Manufacturing Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) (c) AZ Trade Marks License Agreement, dated January 18, 2001 between AstraZenaca AB and Maillefer Instruments Holdings, S.A. (14) 10.21 Degussa Dental Group Sale and Purchase Agreement, dated May 28/29, 2001 between Degussa AG (Seller) and Dentsply Hanau GmbH & Co. KG, Dentsply Research & Development Corporation and Dentsply EU S.a.r.l. (Purchasers and subsidiaries of the Company). (15) 10.22(a) Precious metal inventory Purchase and Sale Agreement dated November 30, 2001 between Fleet Precious Metal Inc. and the Company. D12 (b) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between JPMorgan Chase Bank and the Company. D13 (c) Precious metal inventory Purchase and Sale Agreement dated December 20, 2001 between Mitsui & Co., Precious Metals Inc. and the Company. D14 13 Pages 9 through 44 of the Company's Annual Report to Shareholders for fiscal year 2001 (only those portions of the Annual Report incorporated by reference in this report are deemed "filed"). D15 21.1 Subsidiaries of the Company D16 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP D17 23.2 Consent of Independent Auditors - KPMG LLP D18 99.1 Audit Report of KPMG LLP D19

D1 * Management contract or compensatory plan. (1) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 333-56093). (2) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-71792). (3) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-79094). (4) Incorporated by reference to exhibit included in the Company's Registration Statement on Form S-8 (No. 33-52616). (5) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1993, File No. 0-16211. (6) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, File No. 0-16211. (7) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year December 31, 1994, File No. 0-16211. (8) Incorporated by reference to exhibit included in the Company's Current Report on Form 8-K dated January 10, 1996, File No. 0-16211. (9) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 0-16211. (10) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No. 0-16211. (11) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 0-16211. (12) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 0-16211. (13) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 0-16211. (14) Incorporated by reference to exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 0-16211. (15) Incorporated by reference to exhibit included in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, File No. 0-16211. Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, File No. 0-16211. D1