e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007.
OR
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o |
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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
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A. |
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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
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B. |
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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
Teleflex Incorporated
401(k) Savings Plan
Financial Statements and
Supplemental Schedules
Years ended December 31, 2007 and 2006
TABLE OF CONTENTS
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Page No. |
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1 |
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FINANCIAL STATEMENTS |
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2 |
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3 |
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4 |
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SUPPLEMENTAL SCHEDULES |
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10 |
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11 |
CONSENT |
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, 2007 and 2006, 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 Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards as established by
the Auditing Standards Board (United States) and in accordance with the auditing standards of the
Public Company 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. The Plan is not required to have, nor were we engaged to perform,
an audit of its 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 Plans internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe 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, 2007 and 2006, and the changes in its net assets available for benefits for the
years then ended in conformity with U.S. generally accepted accounting principles.
Our audits of the Plans financial statements were conducted for the purpose of forming an opinion
on the financial statements taken as a whole. The supplemental schedules of assets held for
investment and reportable transactions, together referred to as supplemental information, as of
and for the year ended December 31, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This supplemental information is the
responsibility of the Plans management. The supplemental information has been subjected to the
auditing procedures applied in the audits of the basic financial statements for the years ended
December 31, 2007 and 2006, and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
June 18, 2008
- 1 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS
December 31, 2007 and 2006
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2007 |
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2006 |
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ASSETS |
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Investments, at fair value |
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$ |
191,480,729 |
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$ |
197,579,602 |
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Receivables |
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Employer |
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46,904 |
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Employee |
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91,783 |
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TOTAL RECEIVABLES |
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138,687 |
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NET ASSETS AVAILABLE
FOR BENEFITS |
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$ |
191,480,729 |
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$ |
197,718,289 |
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See accompanying notes.
- 2 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Years Ended December 31, 2007 and 2006
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2007 |
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2006 |
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ADDITIONS TO NET ASSETS |
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Investment income |
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Interest and dividends |
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$ |
11,972,148 |
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$ |
10,054,284 |
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Net appreciation (depreciation) in fair value of
investments |
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(5,983,756 |
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6,037,696 |
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Realized gain on sale of investments |
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2,381,881 |
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200,566 |
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TOTAL INVESTMENT INCOME |
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8,370,273 |
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16,292,546 |
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Contributions |
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Employer |
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4,746,718 |
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5,228,600 |
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Employee |
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12,962,394 |
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11,878,003 |
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TOTAL CONTRIBUTIONS |
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17,709,112 |
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17,106,603 |
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Other activity |
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1,878 |
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45,303 |
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TOTAL ADDITIONS |
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26,081,263 |
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33,444,452 |
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DEDUCTIONS FROM NET ASSETS |
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Benefits paid to participants |
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32,229,944 |
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24,823,921 |
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Administrative fees |
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88,879 |
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84,295 |
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TOTAL DEDUCTIONS |
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32,318,823 |
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24,908,216 |
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NET INCREASE (DECREASE) IN
ASSETS PRIOR TO TRANSFER |
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(6,237,560 |
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8,536,236 |
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ASSETS TRANSFERRED TO PLAN |
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11,287,447 |
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NET INCREASE (DECREASE) |
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(6,237,560 |
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19,823,683 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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BEGINNING OF YEAR |
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197,718,289 |
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177,894,606 |
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END OF YEAR |
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$ |
191,480,729 |
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$ |
197,718,289 |
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See accompanying notes.
- 3 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL
DESCRIPTION OF THE PLAN
Significant Accounting Policies
The significant accounting policies of the Teleflex Incorporated 401(k) Savings Plan
(the Plan) employed in the preparation of the accompanying financial statements are as
follows:
Valuation of Investments
The Plans investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Units of the Retirement Savings Trust are
valued at net asset value at year-end. The Teleflex Incorporated (the Company)
stock fund is valued at its year-end unit closing price (comprised of year-end market
price plus uninvested cash position). Participant loans are valued at cost, which
approximates fair value.
Revenue Recognition and Method of Accounting
All transactions are recorded on the accrual basis. Purchases and sales of
investments are recorded on a trade-date basis. Interest income is accrued when
earned. Dividend income is recorded on the ex-dividend date. Capital gain
distributions are included in dividend income. 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 Plan follows. Participants should refer to the Plan
Agreement for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan, which was implemented effective July 1,
1985. Employees of 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 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
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 participants account is credited with the participants 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
participants 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 employees date of termination, or within the first 12 months of an
employees 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 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
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, 2007 and 2006, was $1,303,115 and
$846,002, 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
Companys 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. 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 (which
are collective investment funds) are charged to those participants with balances in
those funds.
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 Plans 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 Plans financial statements.
- 6 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE D INVESTMENTS
The following presents investments at December 31, 2007 and 2006, which represent 5% or
more of the Plans net assets:
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2007 |
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2006 |
Teleflex Stock Fund,
2,935,720 shares (2007) and
3,192,873 shares (2006) |
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$ |
43,478,014 |
* |
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$ |
48,435,881 |
* |
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Vanguard International
Growth Fund, 603,963 shares
(2007) and 533,495 shares
(2006) |
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$ |
14,990,368 |
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$ |
12,729,193 |
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Vanguard Morgan Growth
Fund, 589,709 shares (2007)
and 614,598 shares (2006) |
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$ |
11,522,904 |
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$ |
11,671,218 |
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Vanguard Retirement Savings
Trust VIII, 37,771,743
shares (2007) and
40,358,899 shares (2006) |
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$ |
37,771,743 |
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$ |
40,358,899 |
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Vanguard Wellington Fund,
730,171 shares (2007) and
762,847 shares (2006) |
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$ |
23,818,193 |
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$ |
24,739,133 |
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Vanguard Windsor Fund,
1,605,369 shares (2007) and
1,580,343 shares (2006) |
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$ |
25,220,341 |
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$ |
29,457,602 |
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* |
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Includes nonparticipant-directed |
- 7 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE E NONPARTICIPANT-DIRECTED INVESTMENTS
Company contributions are invested in Company stock and are nonparticipant directed
until the participant becomes vested, at which time the participant can then direct
those funds to another investment of the Plan. The entire Company stock fund is
considered to be nonparticipant directed because the amount that the participants can
direct is not readily determinable. Information about the net assets and the
significant components of the changes in net assets relating to the
nonparticipant-directed investments is as follows:
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2007 |
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2006 |
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NET ASSETS |
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Common stock funds |
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$ |
43,478,014 |
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$ |
48,435,881 |
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CHANGES IN NET ASSETS |
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Contributions |
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$ |
5,666,462 |
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$ |
6,584,632 |
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Interest and dividends |
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|
866,272 |
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|
835,332 |
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Net appreciation (depreciation) in fair value
of investments |
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|
(1,694,354 |
) |
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|
193,701 |
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Realized gain (loss) on sale of investments |
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1,398,667 |
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(539,980 |
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Benefits paid to participants |
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(6,571,364 |
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(4,750,882 |
) |
Administrative fees |
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(22,284 |
) |
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|
(20,755 |
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Other activity |
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(4,601,266 |
) |
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(4,827,304 |
) |
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$ |
(4,957,867 |
) |
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$ |
(2,525,256 |
) |
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NOTE F PLAN ACQUISITION
There were no plan mergers during the year ended December 31, 2007. The Plan executed
an acquisition of the Hudson Respiratory Care Inc. 401(k) Plan during the year ended
December 31, 2006. The merged plan had net assets of $11,287,447.
The transferred net assets have been recognized in the accounts of the Plan at the
balances as previously carried in the accounts of the merged plan. The changes in net
assets of the combined plan are included in the statements of changes in net assets
available for benefits.
- 8 -
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE G RELATED-PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard Fiduciary
Trust Company (VFTC). VFTC acts as trustee for only those investments as defined by
the Plan. Transactions in such investments qualify as party-in-interest transactions,
which are exempt from the prohibited transaction rules.
NOTE H PLAN AMENDMENTS
The Plan was amended during the Plan year ended December 31, 2007, to comply with
requirements of Sections 401(k) and (m) of the Internal Revenue Code. The Plan was also
amended to add five investment funds and to add Arrow International, Inc. as a
participating employer.
- 9 -
SUPPLEMENTAL SCHEDULES
TELEFLEX INCORPORATED
401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
Year Ended December 31, 2007
Schedule H, Part IV, Item 4i of Form 5500, EIN# 23-1147939, Plan 010
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Shares |
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Description |
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Cost |
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Current Value |
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72,549 |
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Royce Total Return Fund |
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$ |
N/A |
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$ |
930,083 |
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2,935,720 |
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Teleflex Stock Fund |
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35,180,291 |
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43,478,014 |
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31,317 |
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Vanguard 500 Index Fund |
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N/A |
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|
4,232,441 |
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|
71,872 |
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Vanguard Explorer Fund |
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N/A |
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|
5,116,588 |
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|
603,963 |
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Vanguard International Growth Fund |
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N/A |
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|
14,990,368 |
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|
589,709 |
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Vanguard Morgan Growth Fund |
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N/A |
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|
11,522,904 |
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|
37,771,743 |
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Vanguard Retirement Savings Trust VIII |
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N/A |
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|
37,771,743 |
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|
249,244 |
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Vanguard Strategic Equity Fund |
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|
N/A |
|
|
|
5,102,021 |
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|
30,263 |
|
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Vanguard Target Retirement 2005 |
|
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N/A |
|
|
|
363,758 |
|
|
198,229 |
|
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Vanguard Target Retirement 2015 |
|
|
N/A |
|
|
|
2,588,871 |
|
|
86 |
|
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Vanguard Target Retirement 2020 |
|
|
N/A |
|
|
|
2,024 |
|
|
158,994 |
|
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Vanguard Target Retirement 2025 |
|
|
N/A |
|
|
|
2,181,400 |
|
|
186,778 |
|
|
Vanguard Target Retirement 2035 |
|
|
N/A |
|
|
|
2,730,700 |
|
|
55,858 |
|
|
Vanguard Target Retirement 2045 |
|
|
N/A |
|
|
|
842,897 |
|
|
48,095 |
|
|
Vanguard Target Retirement Income |
|
|
N/A |
|
|
|
535,302 |
|
|
537,787 |
|
|
Vanguard Total Bond Market Index Fund |
|
|
N/A |
|
|
|
5,463,913 |
|
|
730,171 |
|
|
Vanguard Wellington Fund |
|
|
N/A |
|
|
|
23,818,193 |
|
|
1,605,369 |
|
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Vanguard Windsor Fund |
|
|
N/A |
|
|
|
25,220,341 |
|
|
N/A |
|
|
Participant loans, 4.25% to 12.5% |
|
|
N/A |
|
|
|
4,589,168 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
$ |
191,480,729 |
|
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- 10 -
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, 2007
Schedule H, Part IV, Item 4j of Form 5500, EIN# 23-1147939, Plan 010
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Current |
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Value of |
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Investment on |
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Purchase |
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Cost of |
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Transaction |
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Description of Investment |
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Price |
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Sales Price |
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Asset |
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Date |
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Net Gain |
Teleflex Stock Fund |
|
$ |
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|
|
$ |
13,523,215 |
|
|
$ |
9,593,838 |
|
|
$ |
13,523,215 |
|
|
$ |
3,929,377 |
|
Teleflex Stock Fund |
|
|
8,861,035 |
|
|
|
|
|
|
|
8,861,035 |
|
|
|
8,861,035 |
|
|
|
|
|
Vanguard Windsor Fund |
|
|
|
|
|
|
5,736,305 |
|
|
|
5,204,113 |
|
|
|
5,736,305 |
|
|
|
532,192 |
|
Vanguard Windsor Fund |
|
|
5,556,438 |
|
|
|
|
|
|
|
5,556,438 |
|
|
|
5,556,438 |
|
|
|
|
|
Vanguard Retirement Savings Trust VIII |
|
|
|
|
|
|
12,740,120 |
|
|
|
12,740,120 |
|
|
|
12,740,120 |
|
|
|
|
|
Vanguard Retirement Savings Trust VIII |
|
|
8,861,035 |
|
|
|
|
|
|
|
8,861,035 |
|
|
|
8,861,035 |
|
|
|
|
|
- 11 -
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, 2008 |
|
Teleflex Incorporated 401(k) Savings Plan |
|
|
|
|
|
|
|
|
|
|
|
By:
Name:
|
|
/s/ Terry Moulder
Terry Moulder
|
|
|
|
|
Title: |
|
Member, Financial Benefit Plans Committee |
|
|
- 12 -
Teleflex Incorporated 401(k) Savings Plan
Annual Report on Form 11-K
For the Fiscal Year Ended December 31, 2007
INDEX TO EXHIBITS
|
|
|
Exhibit No. |
|
Description |
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm |