TELEFLEX INCORPORATED (Exact Name of Registrant As Specified in Its Charter) Delaware 23-1147939 (State Or Other Jurisdiction of (I.R.S
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ¥ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 or n 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 1-5353 TELEFLEX INCORPORATED (Exact name of registrant as specified in its charter) Delaware 23-1147939 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 155 South Limerick Road, Limerick, 19468 Pennsylvania (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (610) 948-5100 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class On Which Registered Common Stock, par value $1 per share New York Stock Exchange Preference Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¥ No n Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes n No ¥ 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 ¥ No n 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 the 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. ¥ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¥ Accelerated filer n Non-accelerated filer n Smaller reporting company n (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes n No ¥ The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant (34,585,085 shares) on July 1, 2007 (the last business day of the registrant’s most recently completed fiscal second quarter) was $2,887,854,598(1). The aggregate market value was computed by reference to the closing price of the Common Stock on such date. The registrant had 39,122,515 Common Shares outstanding as of February 15, 2008. Document Incorporated By Reference: certain provisions of the registrant’s definitive proxy statement in connection with its 2008 Annual Meeting of Shareholders, to be filed within 120 days of the close of the registrant’s fiscal year are incorporated by reference in Part III hereof. (1) For the purposes of this definition only, the registrant has defined “affiliate” as including executive officers and directors of the registrant and owners of more than five percent of the common stock of the registrant, without conceding that all such persons are “affiliates” for purposes of the federal securities laws. TELEFLEX INCORPORATED ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 TABLE OF CONTENTS Page PART I ITEM 1: BUSINESS . .......................................................... 3 ITEM 1A: RISK FACTORS ......................................................... 12 ITEM 1B: UNRESOLVED STAFF COMMENTS............................................ 17 ITEM 2: PROPERTIES . .......................................................... 18 ITEM 3: LEGAL PROCEEDINGS . ................................................. 19 ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . ...................... 19 PART II ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . ................................... 20 ITEM 6: SELECTED FINANCIAL DATA ................................................ 22 ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................................................... 23 ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ................. 39 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. .......................... 40 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . ................................................. 40 ITEM 9A: CONTROLS AND PROCEDURES . ............................................ 41 ITEM 9B: OTHER INFORMATION . ................................................. 41 PART III ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . .................. 41 ITEM 11: EXECUTIVE COMPENSATION . ............................................ 42 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ................................................. 42 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . 42 ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES . ............................... 42 PART IV ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES . ............................... 42 SIGNATURES . .................................................................. 43 Subsidiaries of the Company Consent of Independent Registered Public Accounting Firm CERTIFICATION OF CHIEF EXECUTIVE OFFICER, PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF CHIEF FINANCIAL OFFICER, PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF CHIEF EXECUTIVE OFFICER, PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF CHIEF FINANCIAL OFFICER, PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 1 Information Concerning Forward-Looking Statements All statements made in this Annual Report on Form 10-K, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments; demand for and market acceptance of new and existing products; our ability to integrate acquired businesses into our operations, particularly Arrow International Inc., realize planned synergies and operate such businesses profitably in accordance with expectations; our ability to effectively execute our restructuring programs; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; global economic factors, including currency exchange rates and interest rates; difficulties entering new markets; and general economic conditions. For a further discussion of the risks that our business is subject to, see “Item 1A. Risk Factors” of this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update these forward-looking statements, except as otherwise specifically stated by us. 2 PART I ITEM 1. BUSINESS Overview Teleflex serves a wide variety of global customers by designing, manufacturing, and distributing specialty- engineered products. A diversified company distinguished by a significant presence in healthcare, Teleflex is a leading global supplier of disposable and single use medical products for critical care and surgical applications. Our medical products include devices used in critical care applications, surgical instruments, and cardiac assist devices for hospitals and healthcare providers, and instruments and devices delivered to medical device manufacturers. The company also serves the aerospace and commercial markets with engineered products and services designed to serve specialty or niche applications. Our aerospace products include engine repair products and services and cargo-handling systems and equipment used in commercial aviation. Our com- mercial products include marine driver controls, and engine assemblies and drive parts, power and fuel management systems and rigging products and services for commercial industries. For more than 60 years, we have provided specialty-engineered products that help our customers meet their business requirements. We have grown through an active program of development of new products, introduction of products