TELEFLEX INC — Annual Report 2006

Jun 30, 2006

11-K 1 w22860e11vk.htm FORM 11-K TELEFLEX INCORPORATED e11vk PAGEBREAK

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 11-K

(Mark One)

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

For the fiscal year ended December 31, 2005.

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 401(k) Savings 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

PAGEBREAK

Table of Contents

TOC

Teleflex Incorporated 401(k) Savings Plan

Financial Statements and Supplemental Schedules

Years ended December 31, 2005 and 2004

TABLE OF CONTENTS	Page No.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	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 SCHEDULES
Schedule of Assets Held for Investment	10
Schedule of Reportable Transactions	11
Consent of Independent Registered Public Accounting Firm

PAGEBREAK

Table of Contents

/TOC

PO Box 3068 West Chester, PA 19381-3068 610-696-4353

FAX NO.: 610-430-8811 www.maillie.com

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator Teleflex Incorporated 401(k) Savings Plan Limerick, Pennsylvania

We have audited the accompanying statements of net assets available for benefits of the Teleflex Incorporated 401(k) Savings Plan as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Companies Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 401(k) Savings Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment and reportable transactions, together referred to as “supplemental information,” are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information is the responsibility of the Plan’s management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 19, 2006

• 1 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2005 and 2004

	2005	2004
ASSETS
Investments, at fair value	$ 176,742,257	$ 177,351,701
Receivables
Employer	355,681	423,098
Employee	796,668	1,003,134
	1,152,349	1,426,232
NET ASSETS AVAILABLE
FOR BENEFITS	$ 177,894,606	$ 178,777,933

See accompanying notes.

• 2 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Years Ended December 31, 2005 and 2004

	2005
ADDITIONS TO NET ASSETS
Investment income
Interest and dividends	$ 7,799,226	$	3,690,366
Net appreciation in fair value of
investments	9,558,361		1,870,955
Realized gain on sale of investments	2,071,968		7,046,228
	19,429,555		12,607,549
Contributions
Employer	4,866,380		5,760,204
Employee	12,185,816		13,220,484
	17,052,196		18,980,688
Other activity	1,728		1,263
TOTAL ADDITIONS	36,483,479		31,589,500
DEDUCTIONS FROM NET ASSETS
Benefits paid to participants	37,280,905		26,515,090
Administrative fees	85,901		185,989
TOTAL DEDUCTIONS	37,366,806		26,701,079
NET INCREASE (DECREASE) IN NET
ASSETS PRIOR TO TRANSFERS	(883,327	)	4,888,421
ASSETS TRANSFERRED TO PLAN	—		6,353,749
NET INCREASE (DECREASE)	(883,327	)	11,242,170
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR	178,777,933		167,535,763
END OF YEAR	$ 177,894,606	$	178,777,933

See accompanying notes.

• 3 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2005 and 2004

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
Vanguard Retirement Savings Trust VIII and the PNC Investment Contract Fund
are valued at their respective net asset 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 401(k) Savings Plan (the “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). |

• 4 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004

| 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 50% 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. Most participants are 100% vested in their employer matching
contributions after one year of employment, however, participants in certain divisions are 100% vested in their employer matching
contributions after
three years of employment. Participants are 100% vested in their employer
discretionary contributions after five years of employment. |

• 5 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004

| 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, 2005 and
2004, was $406,797 and $45,838, 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 |
| --- |
| 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 Vanguard
Fiduciary Trust Company as trustee of the Plan effective September 30, 2004. PNC
Bank, N.A. was the trustee of the Plan through September 30, 2004. 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 Vanguard Retirement Savings Trust VIII and
the PNC Investment Contract Fund (which are collective investment funds) are charged
to those participants with balances in those funds. |

• 6 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004

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, 2005 and 2004, which represent 5%
or more of the Plan’s net assets:

| Teleflex Stock Fund,
3,337,337 shares (2005) and
4,037,256 shares (2004) | 2005 — $ 50,961,137 | 2004 — $ 49,294,893 |
| --- | --- | --- |
| Vanguard Morgan Growth
Fund, 539,581 shares (2005)
and 608,005 shares (2004) | 9,555,977 | 9,922,645 |
| Vanguard Retirement Savings
Trust VIII, 40,357,232
shares (2005) and
46,133,314 shares (2004) | 40,357,232 | 46,133,314 |
| Vanguard Wellington Fund,
574,724 shares (2005) and
560,187 shares (2004) | 17,442,872 | 16,912,039 |
| Vanguard Windsor Fund,
1,598,751 shares (2005) and
1,651,226 shares (2004) | 27,418,583 | 29,837,650 |

*Includes nonparticipant-directed

• 7 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004

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:

	2005
NET ASSETS
Common stock funds	$ 50,961,137	$	49,294,893
CHANGES IN NET ASSETS
Contributions	$ 6,061,080	$	5,299,534
Interest and dividends	823,489		934,970
Net appreciation in fair value of
investments	9,285,945		1,121,778
Realized gain on sale of investments	2,030,794		2,267,478
Benefits paid to participants	(8,180,208	)	(6,144,766	)
Administrative fees	(23,038	)	(4,855	)
Other activity	(8,331,818	)	(5,184,288	)
	$ 1,666,244	$	(1,710,149	)

| NOTE F |
| --- |
| The Plan executed a merger with the Southwest Wire and Rope, LLC Profit Sharing Plan
during the year ended December 31, 2004. The merged plan had net assets of
$6,353,749. There were no plan mergers during the year ended December 31, 2005. |
| The transferred net assets have been recognized in the accounts of the Plan at the
balances as previously carried in the accounts of the merged plan. The changes in
net assets of the combined plan are included in the statements of changes in net
assets available for benefits. |

• 8 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004

| NOTE G |
| --- |
| The Plan was amended and restated during the Plan year ended December 31, 2004, to
change the Plan to the Teleflex Incorporated 401(k) Savings Plan from the Teleflex
Incorporated Voluntary Investment Plan. The Plan was amended and restated during the
Plan year ended December 31, 2004, by two additional amendments. These amendments
have no significant effect on Plan benefits or the net assets of the Plan. |

• 9 -

PAGEBREAK

Table of Contents

SUPPLEMENTAL SCHEDULES

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT

Year Ended December 31, 2005

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

Shares	Description	Cost	Current Value
41,686	Royce Total Return Fund	$ N/A	$ 519,406
3,337,337	Teleflex Stock Fund	35,630,848	50,961,137
9,640	Vanguard 500 Index Fund	N/A	1,107,814
67,289	Vanguard Explorer Fund	N/A	5,054,108
385,386	Vanguard International Growth Fund	N/A	8,093,098
539,581	Vanguard Morgan Growth Fund	N/A	9,555,977
40,357,232	Vanguard Retirement Savings Trust VIII	N/A	40,357,232
163,414	Vanguard Strategic Equity Fund	N/A	3,583,661
17,523	Vanguard Target Retirement 2005	N/A	191,530
129,250	Vanguard Target Retirement 2015	N/A	1,481,210
48,928	Vanguard Target Retirement 2025	N/A	575,880
39,564	Vanguard Target Retirement 2035	N/A	485,059
13,538	Vanguard Target Retirement 2045	N/A	170,174
19,876	Vanguard Target Retirement Income	N/A	207,501
399,419	Vanguard Total Bond Market Index Fund	N/A	4,018,155
574,724	Vanguard Wellington Fund	N/A	17,442,872
1,598,751	Vanguard Windsor Fund	N/A	27,418,583
N/A	Participant loans, 4.25% to 12.5%	N/A	5,518,860
			$ 176,742,257

• 10 -

PAGEBREAK

Table of Contents

TELEFLEX INCORPORATED 401(k) SAVINGS PLAN

SCHEDULE OF REPORTABLE TRANSACTIONS

(Single Transaction or Series of Transactions in One Issue Aggregating More than 5% of the Current Value of Plan Assets) Year Ended December 31, 2005

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

				Current
				Value of
				Investment on
	Purchase		Cost of	Transaction
Description of Investment	Price	Sales Price	Asset	Date	Net Gain
Teleflex Stock Fund	$ —	$ 18,295,001	$ 13,805,735	$ 18,295,001	$ 4,489,266
Teleflex Stock Fund	8,644,506	—	8,644,506	8,644,506	—
Vanguard Retirement Savings Trust VIII	—	17,343,927	17,343,927	17,343,927	—
Vanguard Retirement Savings Trust VIII	11,567,845	—	11,567,845	11,567,845	—

• 11 -

PAGEBREAK

Table of Contents

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: June 30, 2006
By:	/s/ Clark D. Handy
Name: Clark D. Handy
Title: Member, Plan Administrative Committee

• 12 -

PAGEBREAK

Table of Contents

Teleflex Incorporated Voluntary Investment Plan Annual Report on Form 11-K For the Fiscal Year Ended December 31, 2005

INDEX TO EXHIBITS

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