TELEFLEX INC — Annual Report 2004

Oct 5, 2004

11-K 1 w03080e11vk.htm FORM 11-K TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN e11vk PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 11-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003.

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-5353

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Teleflex Incorporated Voluntary Investment Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Teleflex Incorporated 155 South Limerick Road Limerick, Pennsylvania 19468

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Teleflex Incorporated Voluntary Investment Plan

Financial Statements and Supplemental Schedule

Years ended December 31, 2003 and 2002

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INDEPENDENT AUDITORS’ REPORT	1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held for Investment	9
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Independent Auditors’ Report

To the Participants and Administrator Teleflex Incorporated Voluntary Investment Plan Limerick, Pennsylvania

We have audited the accompanying statements of net assets available for benefits of the Teleflex Incorporated Voluntary Investment Plan as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the year ended December 31, 2003 and the six months ended December 31, 2002. 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 U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that 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 Teleflex Incorporated Voluntary Investment Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year and six months then ended in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules on pages 10 and 11, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly presented in all material respects in relation to the basic financial statements taken as a whole.

August 27, 2004

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TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2003 and 2002

	2003	2002
ASSETS
Cash	$ 76,547	$ —
Investments, at fair value	166,212,168	134,076,786
Receivables
Employer	308,955	273,402
Employee	938,093	879,525
	1,247,048	1,152,927
TOTAL ASSETS	167,535,763	135,229,713
LIABILITIES
Due to broker for securities purchased	—	73,337
NET ASSETS AVAILABLE
FOR BENEFITS	$ 167,535,763	$ 135,156,376

See accompanying notes.

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TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31, 2003 and Six Months Ended December 31, 2002

	2003	2002
ADDITIONS TO NET ASSETS
Investment income
Interest and dividends	$ 2,186,434	$ 1,130,852
Net appreciation (depreciation) in fair
value of investments	21,515,665	(18,078,281	)
Realized gain (loss) on sale of investments	558,781	(1,489,214	)
	24,260,880	(18,436,643	)
Contributions
Employer	3,735,216	1,675,446
Employee	19,480,834	5,964,199
	23,216,050	7,639,645
Other activity	2,283	(1,177	)
TOTAL ADDITIONS	47,479,213	(10,798,175	)
DEDUCTIONS FROM NET ASSETS
Benefits paid to participants	14,870,173	5,900,534
Administrative fees	229,653	124,900
TOTAL DEDUCTIONS	15,099,826	6,025,434
NET INCREASE (DECREASE)	32,379,387	(16,823,609	)
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF PERIOD	135,156,376	151,979,985
END OF PERIOD	$ 167,535,763	$ 135,156,376

See accompanying notes.

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TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002

| NOTE A |
| --- |
| Significant Accounting Policies |
| The significant accounting policies employed in the preparation of
the accompanying financial statements are as follows: |
| Valuation of Investments |
| Investments are valued at the quoted market price. Investments in
the PNC Investment Contract are valued at their respective net asset
trust values. |
| Revenue Recognition and Method of Accounting |
| All transactions are recorded on the accrual basis. Purchases and
sales of investments are recorded based on the trade date.
Investment income is recorded as earned. Expenses are recorded as
incurred. |
| Use of Estimates |
| The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates. |
| General Description of the Plan |
| A general description of the Teleflex Incorporated Voluntary
Investment Plan follows. Participants should refer to the Plan
Agreement for a more complete description of the Plan’s provisions. |
| General |
| The Plan is a defined contribution plan which was implemented
effective July 1, 1985. Employees of Teleflex Incorporated (the
“Company”) who have attained age 21 are eligible to participate in
the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). |

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TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002

| The Plan includes an employee stock ownership plan (“ESOP”) as
defined in Internal Revenue Code Section 4975(e)7. The ESOP can be
used exclusively to provide employer contributions that match
participants’ Section 401(k) salary deferral contributions and, in
certain instances, to provide discretionary employer contributions to
the Plan. |
| --- |
| Contributions |
| Participants may contribute between 2% and 30% of their compensation
on a pre-tax basis (highly compensated employees may only contribute
a maximum of 6%). The employer matching contribution and/or employer
discretionary matching contribution varies by division. Participants
may also contribute amounts representing distributions from other
qualified benefit plans (via a rollover into the Plan). |
| Participant Accounts |
| Each participant’s account is credited with the participant’s
contribution, the employer matching contribution and/or employer
discretionary matching contribution, as well as an allocation of Plan
earnings. Participants have access to their accounts 24 hours a
day/7 days per week via a 1-800 customer service center and a
website. Fund transfers and investment election changes may be
elected daily. A participant may stop, start, or change his/her
401(k) salary deferral contribution percent as often as his/her local
payroll will allow. |
| Plan Loans |
| Active employees may elect to take up to two loans from the Plan at
any given time. As required by law, a loan amount is limited to the
lesser of $50,000 or 50% of the participant’s vested account and must
be repaid within five years unless the loan is for the purchase of a
primary residence. Loan repayments are processed via payroll
deduction on an after-tax basis. Any outstanding loan(s) not repaid
within 60 days from an employee’s date of termination, or within the
first 12 months of an employee’s leave of absence (including
long-term disability), is processed as a taxable distribution. |
| Vesting |
| Participants are always 100% vested in their own 401(k) salary
deferral contributions. Participants are 100% vested in their
employer matching contributions after one year of employment.
Participants are 100% vested in their employer discretionary
contributions after five years of employment. |

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TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002

	Payment of Benefits
	The Plan provides that a participant may elect to withdraw 100% of
his/her vested account balance at termination of employment. A
participant may also elect to withdraw 100% of his/her vested account
balance in the event of total and permanent disability and the
attainment of age 59 1/2. A participant may elect to withdraw
his/her Rollover Account at any time.
	Forfeitures
	Forfeitures of terminated participants’ nonvested accounts are used
to reduce the amount of future contributions required to be made to
the Plan by the Company. The amount of unallocated forfeitures at
December 31, 2003 and 2002, was $98,561 and $356,112, respectively.
	Plan Termination
	The Plan may be terminated at any time by the Company. In the event
of Plan termination, distribution of participant accounts shall be in
accordance with Article VIII of the Plan document.
NOTE B	ADMINISTRATION OF THE PLAN
	The Plan is administered by a committee of at least three members
appointed by the Company’s Board of Directors. The committee is the
Plan Administrator and fiduciary for ERISA purposes. The Board of
Directors of the Company appointed PNC Bank, N.A. as trustee of the
Plan effective July 1, 1994. The Company pays for all administrative
and recordkeeping costs associated with operating the Plan.
Investment management fees charged by each mutual fund are netted
against returns. Investment management fees charged by the PNC
Investment Contract Fund (which is a collective investment fund) are
charged to those participants with balances in that fund.

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TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002

NOTE C	TAX STATUS OF THE PLAN
	The Plan has received a favorable determination letter from the
Internal Revenue Service dated July 1, 2003, indicating that the Plan
is a qualified plan under Section 401(k) of the Internal Revenue
Code. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator and the Plan’s tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in
the Plan’s financial statements.
NOTE D	INVESTMENTS
	The following presents investments at December 31, 2003 and 2002,
that represent 5% or more of the Plan’s net assets:

| PNC Investment Contract
Fund, 15,098,617 shares
(2003) and 13,821,998
shares (2002) | 2003 — $ 39,061,631 | $ | 34,408,482 | |
| --- | --- | --- | --- | --- |
| Teleflex Incorporated
Common Stock, 1,050,906
shares (2003) and 1,022,752
shares (2002) | 50,790,295 | * | 43,865,824 | * |
| Vanguard U.S. Growth Fund,
678,908 shares (2003) and
568,730 shares (2002) | 10,292,250 | | 6,858,887 | |
| Vanguard Wellington Fund,
524,201 shares (2003) and
449,244 shares (2002) | 15,102,224 | | 11,033,421 | |
| Vanguard Windsor Fund,
1,742,693 shares (2003) and
1,674,818 shares (2002) | 28,336,190 | | 20,097,821 | |

*Includes nonparticipant-directed

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TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002

| NOTE E |
| --- |
| Information about the net assets and the significant components of
the changes in net assets relating to the nonparticipant-directed
investments is as follows: |

	2003
NET ASSETS
Common stock funds	$ 50,790,295	$	43,865,824
Money market fund	214,747		217,451
	$ 51,005,042	$	44,083,275
CHANGES IN NET ASSETS
Contributions	$ 5,115,824	$	2,390,990
Interest and dividends	948,381		441,457
Net appreciation (depreciation) in fair
value of investments	6,367,265		(13,542,828	)
Realized loss on sale of investments	(413,623	)	(965,155	)
Benefits paid to participants	(3,683,646	)	(1,609,567	)
Other activity	(1,412,434	)	(307,870	)
	$ 6,921,767	$	(13,592,973	)

NOTE F	FISCAL YEAR CHANGE
	Effective for the year beginning January 1, 2003, the Plan changed
from a fiscal year end of June 30 to a calendar year end of December
31. A six-month fiscal transition period from July 1, 2002 through
December 31, 2002, preceded the start of the calendar-year cycle.
NOTE G	PLAN AMENDMENT
	The Plan was amended and restated during the Plan year ended December
31, 2003. These amendments have no significant effect on Plan
benefits or the net assets of the Plan.

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SUPPLEMENTAL SCHEDULE

TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT Year Ended December 31, 2003

Schedule H, Part IV, Item 4i of Form 5500, EIN# 23-1147939, Plan 010

Shares	Description	Cost	Current Value
56,096	Bristol-Myers Squibb Stock	$ N/A	$ 1,604,337
312,645	BlackRock International Bond Fund	N/A	3,648,562
291,718	BlackRock Small Cap Growth Fund	N/A	4,078,220
262,810	Janus Adviser Worldwide Fund	N/A	6,935,557
15,098,617	PNC Investment Contract Fund	N/A	39,061,631
1,050,906	Teleflex Incorporated Common Stock	45,080,195	50,790,295
214,747	Teleflex Stock Liquidity Fund	214,747	214,747
678,908	Vanguard U.S. Growth Fund	N/A	10,292,250
524,201	Vanguard Wellington Fund	N/A	15,102,224
1,742,693	Vanguard Windsor Fund	N/A	28,336,190
6,316	Zimmer Holdings Incorporated Stock	N/A	444,621
	Participant loans, 4.25% to 14%	—	5,703,534
			$ 166,212,168

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SIGNATURES

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.

Dated: October 5, 2004
By:	/s/ Terry R. Moulder
Name:	Terry R. Moulder
Title:	Member, Plan Administrative Committee

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Teleflex Incorporated Voluntary Investment Plan Annual Report on Form 11-K For the Fiscal Year Ended December 31, 2003

INDEX TO EXHIBITS

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm

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