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Teleflex Inc – ‘10-K’ for 12/28/03

On:  Thursday, 3/11/04, at 3:47pm ET   ·   For:  12/28/03   ·   Accession #:  893220-4-402   ·   File #:  1-05353

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/11/04  Teleflex Inc                      10-K       12/28/03    9:660K                                   Bowne - Bop/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Form 10-K Teleflex Incorporated                     HTML    606K 
 2: EX-14       Code of Ethics                                         2      9K 
 3: EX-21       The Company's Subsidiaries                             6     31K 
 4: EX-23       Consent of Independent Accountant                      1      7K 
 5: EX-24       Power of Attorney                                      1      9K 
 6: EX-31.A     Section 302 Certification of CEO                       2±    10K 
 7: EX-31.B     Section 302 Certification of CFO                       2±    10K 
 8: EX-32.A     Section 906 Certification of CEO                       1      7K 
 9: EX-32.B     Section 906 Certification of CFO                       1      7K 

SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

[X]

For the fiscal year ended December 28, 2003

OR

[  ]

For the transition period from                                      to                                     

Commission File No. 1-5353

TELEFLEX INCORPORATED

Registrant’s telephone number, including area code: (610) 948-5100

Securities registered pursuant to Section 12(b) of the Act:

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 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. o

      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.

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

      The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant (35,552,291 shares) on June 29, 2003 (the last business day of the registrant’s most recently completed fiscal second quarter) was $1,543,324,952. The aggregate market value was computed by reference to the closing price of the Common Stock on such date.

      The registrant had 39,999,406 Common Shares outstanding as of February 29, 2004.

      Document Incorporated by Reference: Proxy Statement for the 2004 Annual Meeting of Shareholders, incorporated partially in Part III hereof. The Proxy Statement for the 2004 Annual Meeting of Shareholders will be filed within 120 days of the close of the registrant’s fiscal year.

PART I

Item 1.     Business

      Teleflex Incorporated (“the company”) was incorporated in 1943 as a manufacturer of precision mechanical push/pull controls for military aircraft. From this original single market, single product orientation, the company began to emphasize products and services in a broader range of economically diverse markets to reduce its vulnerability to economic cycles. Since the mid-1970s, the company’s investments have been directed toward specific market niches employing its technical capabilities to provide solutions to specific engineering problems and toward expanding into medical businesses. The continuing stream of new products and value-added product improvements that have resulted from this strategy have enabled the company to participate in larger market segments. Several of these new products and product improvements were developed by means of an unusual investment program of the company called the New Venture Fund. Established in 1972, the Fund directs monies representing one-half percent of sales into the development of new products and services. This concept allows for entrepreneurial risk taking in new areas by encouraging innovation and competition among the company’s managers for funds to pursue new programs and activities independent of their operating budgets. Examples of New Venture projects include the funding of second generation adjustable pedal research, flexible fuel hose and most of the early seed money for certain medical products.

      The company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports will be made available free of charge through the Investor Relations section of the company’s Internet website (www.teleflex.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. In addition, the Board of Directors has adopted a statement of Corporate Governance Principles and a Code of Ethics for all company directors, officers and employees. The Corporate Governance Principles, the Code of Ethics and the Governance Committee, Compensation Committee and Audit Committee Charters are posted on the company’s website (www.teleflex.com). These documents are also available in print form to any shareholder who requests them. Requests should be sent to the Legal Department at Teleflex Incorporated, 155 South Limerick Road, Limerick, PA 19468.

      The company’s business is separated into three business segments — Commercial, Medical and Aerospace.

COMMERCIAL SEGMENT

      The Commercial Segment designs and manufactures proprietary mechanical and electrical/electronic controls for the automotive market; mechanical, electronic and hydraulic controls, and electronic products for the recreational marine market; and proprietary products for fluid transfer and industrial applications. Products in the Commercial Segment generally are produced in higher unit volume than those of the company’s other two segments. They are manufactured for broad distribution as well as custom fabricated to meet individual customer needs. For the most part consumer spending patterns influence the market trends for these products. The Commercial Segment consists of three major product lines: Automotive, Marine, and Industrial.

      The company is a major supplier of driver control systems to automotive manufacturers worldwide. The principal products in this market are automatic and manual transmission gearshift systems; mechanical and electronic throttle systems; complete pedal box systems, including adjustable pedals; and various release cables and flexible fluoropolymer hoses. Acceptance by the automobile manufacturers of a company-developed control for use on a new model ordinarily assures the company a large, but not exclusive, market share for the supply of that control. In 2000, the company acquired GFI Control Systems, a Tier I supplier of natural gas and propane systems, and hydrogen components to the alternative fuel vehicle market. In 2002, the company acquired a majority stake in Uniflex, Inc., a manufacturer of mechanical controls for the automobile industry in Japan. In 2002 and 2003, the company acquired Autogastechniek Holland b.v. and Koltec-Necam to broaden the geographic offering of products to the alternative fuel market, providing greater presence in the European market. In 2003, the company acquired the passenger and light truck electronic throttle control business from Williams Controls, Inc., expanding the company’s ability to expedite future development of

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      The company is a leading domestic producer of mechanical steering systems for recreational powerboats. It also manufactures hydraulic steering systems, engine throttle and shift controls, electrical gauges and instrumentation, autopilots and electronic fishfinders. The company’s marine products are sold to boatbuilders and in the aftermarket, with the Humminbird line of electronic fishfinders sold substantially through retail outlets. These products are used principally on recreational watercraft. In February 2001, the company acquired Morse Controls, a supplier of performance and control systems and aftermarket parts to the recreational and commercial marine markets, as well as for the truck, bus, construction and agricultural vehicle markets.

      Industrial controls and electrical instrumentation products are also manufactured for use in other applications, including construction and agricultural equipment, leisure vehicles and other on- and off-road vehicles. In addition, the company produces stainless steel overbraided fluoroplastic hose for fluid transfer in such markets as the chemical, petroleum, food processing and automotive industries. In July 2001, the company acquired the Fluid Handling Division of McKechnie Vehicle Components. With operations in the United States and Europe, this acquisition added fuel vapor assemblies, brake vacuum assemblies and other products to the company’s existing product lines, expanding the company’s offering to the automotive and truck fluid transfer markets. To broaden its industrial product line, the company acquired Southwest Wire Rope in May 2002, a cable fabricator serving the offshore drilling, utilities and heavy equipment markets. In February 2003, the company purchased Megatech Electro, Inc., to expedite the development and delivery of electronic control products for the company’s global customer base.

MEDICAL SEGMENT

      The Medical Segment manufactures and distributes a broad range of invasive disposable and reusable devices for the urology, gastroenterology, anesthesiology and respiratory care markets worldwide. It also designs and manufactures a variety of specialty surgical products, and provides instrument management services. Products in this Segment generally are required to meet exacting standards of performance and have long product life cycles. Economic influences on sales relate primarily to spending patterns in the worldwide medical devices and hospital supply markets.

      Within the Medical Segment, the company has two major product lines: Health Care Supply and Surgical Devices. The company also supplies other medical device manufacturers with standard and custom-designed semi-finished components using its polymer materials and processing technology, including precision extrusions.

      The Health Care Supply product line, operating as Rusch International, has established a manufacturing base and distribution network, primarily in Europe. Acquisitions designed to broaden the company’s product and geographic offerings have been made over the years. During 2000, the company acquired Medical Marketing Group, a supplier of specialty catheters to the United States home care market. The Health Care Supply product line includes the manufacture and sale of invasive disposable and reusable devices for the urology, gastroenterology, anesthesiology and respiratory care markets worldwide. Product offerings include, among others, catheters, endotracheal tubes, laryngoscopes, face masks, tracheostomy tubes and stents for airway management, fluoropolymer-based precision tubing, components and wire products.

      Surgical Devices designs, manufactures and distributes, largely through its own sales force, instruments used in surgical procedures. These products include general and specialized surgical instruments primarily for the cardiovascular, ear, nose and throat, and orthopedic markets, and closure products, such as ligation clips, appliers and skin staplers. The company also provides specialized instrument management services. In 1997, the acquisition of a manufacturer with a complementary line of closure products increased the company’s product offerings. During 1998 and 1999, the company acquired Sterilization Management Group (SMG) and a majority of the shares of Medical Sterilization, Inc., thus expanding its instrument management service capabilities. In 1999, the company extended its mix and distribution of the Surgical Devices product line in the United States with the acquisition of Kmedic, an orthopedic instrument company. In 2002, the company

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AEROSPACE SEGMENT

      The Aerospace Segment serves the commercial aerospace, power generation and industrial turbomachinery markets and, to a lesser extent, the military market. Its businesses design and manufacture cargo handling systems and containers for aviation, and provide surface treatments, repair services and manufactured components for users of both flight and ground-based turbine engines. Sales are both to original equipment manufacturers and the aftermarket. These products and services, many of which are proprietary, require a high degree of engineering sophistication and are often custom designed. Economic influences on these products and services relate primarily to spending patterns in the worldwide aerospace industry and to demand for power generation.

      Cargo handling systems are manufactured and sold under the Telair International brand name. The company’s baggage and cargo handling systems include patented, digitally controlled systems to move and secure containers of cargo inside commercial aircraft. In 1997, the company acquired Scandinavian Bellyloading Company, a European manufacturer of cargo loading systems for narrow-body aircraft, which complemented the company’s existing wide-body cargo handling systems. Cargo handling systems are sold either to aircraft manufacturers as original installations or to airlines and air freight carriers for retrofit of existing systems. The acquisition of Century Aero Products in 1999 and Air Cargo Equipment Corporation in 2000, both domestic manufacturers of cargo containers, further complemented the company’s cargo handling systems and positioned the company as a full service provider of both wide-body and narrow-body systems and components. The company also designs, manufactures and repairs mechanical and electromechanical components used on both commercial and, to a lesser extent, military aircraft. These other aircraft controls include flight controls, canopy and door actuators, cargo winches and control valves. In addition, the company supplies spare parts to aircraft operators. This spare parts business extends as long as the particular type of aircraft continues in service.

      Through a network of facilities in eight countries, Teleflex provides a variety of sophisticated protective coatings and repair services marketed under the Sermatech International brand. These services are for ground turbine engine components, highly-specialized repairs for critical components such as fan blades and airfoils for flight-based turbine engines, and manufacturing and high quality dimensional finishing of airfoils and other turbine engine components. The company offers a diverse range of technical services and materials technologies to turbine markets throughout the world. Through a joint venture with General Electric Aircraft Engines, called Airfoil Technologies International LLC (ATI), the company provides fan blade and airfoil product and repair services for flight-based turbine engine blades. ATI serves as a vehicle for the technological and geographic expansion of the Sermatech repairs services business. In 2000, the company acquired an engineering firm, Turbine Technology Services Corporation, which broadened the company’s capabilities and provided a mechanism for expanding coating and repair services to the power generation market.

MARKETING

      In 2003, the percentages of the company’s consolidated net sales represented by its major markets were as follows: Commercial — 53%; Medical — 24%; and Aerospace — 23%.

      The major portion of the company’s Automotive and Industrial products are sold to original equipment manufacturers. The majority of the company’s Marine and Aerospace products are sold to the aftermarket. Medical products are sold directly to medical providers, distributors and original equipment manufacturers. Generally, products sold to the aerospace and automotive markets are sold through the company’s own force of field representatives. Products sold to the marine, medical and general industrial markets are sold both through the company’s own sales forces and through independent representatives and independent distributor networks.

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      For information on foreign operations see Note 13 to the consolidated financial statements — “Business segments and other information” on pages F-19 through F-21, which information is incorporated herein by reference.

COMPETITION

      The company has varying degrees of competition in all elements of its business. None of the company’s competitors offer products for all the markets served by the company. The company believes that its competitive position depends on the technical competence and creative ability of its engineering and development personnel, and the know-how and skill of its manufacturing personnel, as well as its plants, tooling and other resources.

PATENTS

      The company owns a number of patents and has a number of patent applications pending. The company does not believe that its business is materially dependent on patent protection.

SUPPLIERS

      Materials used in the manufacture of the company’s products are purchased from a large number of suppliers around the world. The company is not dependent upon any single supplier for a substantial amount of the materials it uses.

BACKLOG AND SEASONAL NATURE OF BUSINESS

      As of December 28, 2003, the company’s backlog of firm orders for the Aerospace Segment was $203 million, of which it is anticipated that three-fourths will be filled in 2004. The company’s backlog for the Aerospace Segment on December 29, 2002 was $255 million.

      As of December 28, 2003, the company’s backlog of firm orders for the Medical and Commercial segments was $42 million and $204 million, respectively. This compares with $31 million and $187 million, respectively, as of December 29, 2002. Substantially all of the December 28, 2003 backlog will be filled in 2004. Most of the company’s medical and commercial products are sold on orders calling for delivery within no more than a few months so that the backlog of such orders is not indicative of probable net sales in any future 12-month period.

      A portion of the company’s sales, particularly in the Commercial Segment are subject to seasonal fluctuations. Revenue in the automotive market is generally reduced in the third quarter of each year as a result of preparations by vehicle manufacturers for the upcoming model year. In addition, marine aftermarket sales generally increase in the second quarter as boat owners prepare their watercraft for the upcoming season.

EMPLOYEES

      The company had approximately 19,300 employees at December 28, 2003.

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EXECUTIVE OFFICERS

      The names and ages of all executive officers of the company as of March 1, 2004 and the positions and offices with the company held by each such officer are as follows:

      Mr. Lennox K. Black relinquished his position of Chief Executive Officer on May 9, 2002 to Jeffrey P. Black. Currently, Lennox K. Black is Chairman of the Board. Previously, Mr. Black replaced David S. Boyer as Chief Executive Officer on January 31, 2000. Prior to that date he was Chairman of the Board. Mr. Boyer resigned his position as President and Chief Executive Officer on January 31, 2000. Mr. Jeffrey P. Black is the son of Lennox K. Black.

      Mr. Sickler was elected Interim Chief Financial Officer effective December 31, 2003 and was elected Vice Chairman on December 8, 2000. Prior to that date he was a Senior Vice President of the company.

      Mr. Jeffrey P. Black was named to the company’s Board of Directors on November 4, 2002. In addition, Mr. Black was elected Chief Executive Officer on May 9, 2002, assuming the Chief Executive Officer duties from Mr. Lennox K. Black. Mr. Jeffrey P. Black was elected President of the company on December 8, 2000. Prior to that date he was President of the Teleflex Industrial Group from July 2000 to December 2000 and President of Teleflex Fluid Systems from 1999 to 2000.

      Mr. Handy was elected Executive Vice President — Human Resources on April 25, 2003. Prior to joining the company, he was Vice President of Human Resources for the Research and Development division of Wyeth from 2000 to 2003. Prior to that he was Vice President of Human Resources for the Supply Chain division of Wyeth from 1998 to 2000.

      Mr. Gordon was elected Vice President — Corporate Development on December 8, 2000. Prior to that date he was Director of Business Development.

      Mr. Jacobs was elected Treasurer on April 27, 2001. Prior to that date he was Director, Treasury Operations.

      Ms. Schwartz was named Associate General Counsel on March 1, 2002 and was elected Assistant Secretary on April 27, 2001. Prior to that date she was Assistant General Counsel.

      Mr. Steven J. Gambone resigned his position of Controller and Chief Accounting Officer effective March 31, 2003.

      Mr. Ronald D. Boldt resigned his position of Vice President — Human Resources effective April 22, 2003.

      Mr. Harold L. Zuber, Jr. resigned his position of Executive Vice President and Chief Financial Officer effective December 31, 2003.

      Officers are elected by the Board of Directors for one year terms.

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Item 2.     Properties

      The company’s operations have approximately 200 owned and leased properties consisting of plants, engineering and research centers, distribution warehouses and other facilities. The properties are maintained in good operating condition. All the plants are suitably equipped and utilized and have space available for the activities currently conducted therein and the increased volume expected in the foreseeable future.

      The following are the company’s major facilities:

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      In addition to the above, the company owns or leases approximately 2,400,000 square feet of warehousing, manufacturing and office space located in the United States, Canada, Mexico, South America, Europe, Australia and Asia.

Item 3.     Legal Proceedings

      The company is subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties. Much of this liability results from the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, often referred to as Superfund), the Resource Conservation and Recovery Act (RCRA), and similar state laws. These laws require the company to undertake certain investigative and remedial activities at sites where the company conducts or once conducted operations or at sites where company-generated waste was disposed.

      Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. The time-frame over which the accrued or presently unrecognized amounts may be paid out, based on past history, is estimated to be 15-20 years.

      The company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability contracts, intellectual property and environmental matters. The ultimate effect on future financial results is not subject to reasonable estimation because

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      Subsequent to the company’s year-end, the company was notified that a jury had rendered a verdict against one of its subsidiaries. A judgment on the verdict had not yet been entered as of March 11, 2004 pending further consideration by the court. See Note 14 to the consolidated financial statements, — “Subsequent event” on page F-21, for a further discussion of this matter.

Item 4.     Submission of Matters to a Vote of Security Holders

      Not applicable.

PART II

Item 5.     Market for the Registrant’s Common Stock and Related Stockholder Matters

      The company’s common stock is listed on the New York Stock Exchange, Inc. (symbol TFX). The company’s quarterly high, low and closing stock prices and dividends for 2003 and 2002 are shown below.

Price Range and Dividends of Common Stock

      Various senior and term note agreements provide for the maintenance of certain financial ratios and limit the repurchase of the company’s stock and payment of cash dividends. Under the most restrictive of these provisions, $270 million of retained earnings was available for dividends at December 28, 2003. The company had approximately 1,124 direct-registered shareholders at December 28, 2003. In addition, more than 250 mutual funds, insurance companies, banks and other institutional investors own the company’s stock.

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Item 6.     Selected Financial Data

      See Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 9 to 17 and the Notes to Consolidated Financial Statements on pages F-6 to F-21 which are contained herein by reference for information relating to significant items affecting the results of operations and financial position.

Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

CRITICAL ACCOUNTING ESTIMATES

      Accounting estimates that management believes are most critical to the company’s financial condition and operating results pertain to the valuation of accounts receivable, inventory, goodwill and revenue recognition. In developing estimates, management considered available information and used judgment.

      Accounts receivable represent amounts due from customers related to the sale of products. An allowance is maintained where realization of the full receivable is doubtful. The allowance is reviewed periodically and adjustments are made to reflect the current circumstances. We base our adjustments on historical experience, the period the account is outstanding, the financial position of the customer and information provided by credit rating services.

      Inventories are stated at the lower of average cost or market. Inventories have been reduced by a reserve for excess and obsolete inventories. The estimated reserve is based on management’s review of inventories on hand compared to estimated usage and sales.

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      Goodwill is tested for impairment on an annual basis. Impairment testing is performed at the reporting unit level using a discounted cash flow model to estimate the fair value of a reporting unit. This model requires the use of long-term planning forecasts and assumptions regarding industry specific economic conditions that are outside the control of the company.

      Substantially all of the company’s revenues are recognized when products are shipped or the service is completed in accordance with the terms of agreement, title and risk of loss transfers to customers, collection is probable, and pricing is fixed or determinable. In less than 2% of the company’s revenues the business uses the percentage of completion method on certain contracts to recognize its revenue.

      Product warranty liability arises out of the need to repair or replace product without charge to the customer. The company warrants such products from manufacturing defect. In estimating warranty liability, management bases its judgment on historical trends of units sold, recourse provisions against third parties, the status of existing claims, recall programs and communication with customers.

OVERVIEW

      The company’s major financial objectives, modified in 2003, are to achieve 10% to 14% average annual growth rate in revenues, to attain a 14% to 18% increase in net income, to return 10% of revenue in cash flow from operations, to pay cash dividends to shareholders that represent approximately 25% of trailing twelve months’ earnings and to earn 17% on average shareholders’ equity.

      The company is committed to maintaining a balance among its three segments: Commercial, Medical, and Aerospace. Balance among the three segments reduces the company’s risk from changes in the business cycle of any one segment, thus providing the company with the ability to consistently achieve its growth objectives. Diversification gives the company the opportunity to invest in all stages of a segment’s market cycle and provides a broader base of markets in which to grow. The company also diversifies within each segment by entering into new geographic areas and different sectors within a market and by extending products to additional markets.

      The company intends to achieve its growth objectives through a combination of acquisition and core growth. Core growth is defined as development and sales of new and existing products as well as sales into new markets. Over the past five years, the company’s core growth has accounted for approximately one-third of its overall growth. During the same time, the company has invested more than $450 million for acquisitions. These acquisitions fit strategically within the company’s businesses and bring new technologies, capabilities and market opportunities that will supplement future core growth. During 2002 and 2003, the company purchased thirteen businesses with annualized sales of approximately $260 million, $106 million of which contributed to revenue growth in 2003. Acquisitions, while adding initially to revenues, may not contribute proportionately to earnings in the early years. In these years, earnings generally are reduced by up-front costs such as interest, depreciation and amortization, and, in many instances, the expenses of integrating a newly acquired business into an existing operation. Additionally, many of the acquisitions include new technologies and products that require incremental investment to enhance their growth prospects.

      The company has maintained a conservative capital structure with total debt ranging from 30% to 40% of total capitalization. This provides the flexibility to increase borrowings should growth opportunities arise. Under these circumstances, it is conceivable that debt for a period of time may be higher than the historical average. The use of debt financing enables the company to maintain a lower cost of capital thus further enhancing value for shareholders. The company finances international operations primarily in their local currencies, reducing exposure to exchange rate fluctuations.

      Historically, operations have generated sufficient cash flow to finance the company’s core growth while borrowings have been incurred largely to finance acquisitions. Over the past five years, cash flow from operations has totaled over $930 million and represented 9.7% of cumulative sales. This operating cash flow is reinvested in the company’s core businesses, provides for the payment of dividends and enables the company to continue to upgrade and expand its plant and equipment. The company, while not particularly capital intensive, has spent approximately 4% to 5% of sales annually on plant and equipment. Over the past five years, dividends paid per share have increased at a compounded rate of 12%, and in 2003 the annualized quarterly dividend rate was increased 11% to 80 cents per share.

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RESULTS OF OPERATIONS

      Beginning in 2002, the company adopted Statement of Financial Accounting Standards 142, “Goodwill and Other Intangible Assets” (SFAS 142), which requires that goodwill no longer be amortized but requires testing for impairment. No goodwill amortization was recorded in 2003 or 2002. Goodwill amortization of $12.9 million was expensed in 2001. The company determined that a goodwill impairment was not incurred in 2003 and 2002.

      Discussion of growth from acquisition reflects the impact of a purchased company twelve months beyond the date of acquisition. Activity beyond the initial twelve months is considered core growth. Core growth excludes the impact of translating the results of international subsidiaries at different currency exchange rates from year to year.

2003 VS. 2002

      Revenues increased 10% in 2003 to $2.28 billion from $2.08 billion resulting from gains in the Commercial and Medical Segments, which offset a decline in the Aerospace Segment. Acquisitions, net of dispositions, accounted for one-half of the company’s increase in revenue. The impact of currency exchange rates provided the remainder of the revenue increase. Overall core growth was relatively constant. Sales from international operations, which represented 49% of the company’s revenues, increased 23% in 2003 of which 12% resulted from stronger foreign currency and 5% from acquisitions. The Commercial, Medical and Aerospace segments accounted for 53%, 24% and 23% of the company’s revenues, respectively.

      In 2003, materials, labor and other product costs were 73.8% of revenues versus 73.4% in 2002, as increased costs in the Aerospace Segment and, to a lesser extent, the Commercial Segment were partially offset by a reduction in the Medical Segment. Selling, engineering and administrative expenses (operating expenses) increased to 18.5% of revenues in 2003 compared with 17.6% in 2002 due to increases in the Medical Segment, and to a lesser extent the Commercial Segment. Aerospace Segment operating expenses as a percent of revenues remained relatively constant. In the first quarter of 2003, the company sold an investment which resulted in a pretax gain of $3.1 million, or $0.05 per share. In the fourth quarter of 2002, the company sold two minor non-core businesses and also received insurance proceeds resulting in a $10.1 million gain, or $0.16 per share.

      Interest expense increased in 2003 by $1.3 million, largely a result of currency movement during the year. As a percent of revenues, interest expense has remained constant at 1.2%. The effective income tax rate increased to 28.0% in 2003 from 27.4% in 2002. The lower rate in 2002 was the result of favorable income tax settlements of $3.1 million. Excluding the effects of these settlements, the effective tax rate would have been 29.2% in 2002.

      Net income in 2003 decreased 13% to $109.1 million from $125.3 million. Diluted earnings per share decreased 13% from $3.15 in 2002 to $2.73 per share in 2003.

      The company closed or severely curtailed operations at 11 facilities in 2003. Costs related to these consolidation efforts were $9.0 million, of which 48% was Commercial, 24% Medical and 28% Aerospace. These costs were incurred throughout the year.

2002 VS. 2001

      Revenues increased 9% in 2002 to $2.08 billion from $1.90 billion resulting from gains in the Commercial and Medical segments, which offset a decline in the Aerospace Segment. Acquisitions, net of dispositions, accounted for two-thirds of the company’s increase in revenue. Core operations and the impact of currency exchange rates provided the remainder of the revenue increase. Sales from international operations, which represented 44% of the company’s revenues, increased 21% in 2002 from acquisitions, core growth, and in part from the company’s shift of production to countries where the cost of manufacturing is lower. The Commercial, Medical and Aerospace segments accounted for 52%, 22% and 26% of the company’s revenues, respectively.

      In 2002, materials, labor and other product costs increased to 73.4% of sales compared with 71.9% in 2001, as an improvement in the Commercial Segment was more than offset by higher costs in the Aerospace

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      Interest expense declined in 2002 due primarily to lower interest rates, and interest expense decreased to 1.2% of sales from 1.5% in 2001. The effective income tax rate declined to 27.4% in 2002 from 29.7% in 2001. The reduction in the income tax rate includes a benefit of $3.1 million, or $0.08 per share, from favorable tax settlements. Excluding the effects of these settlements, the effective tax rate would have been 29.2%.

      Net income increased 12% in 2002 to $125.3 million from $112.3 million, and diluted earnings per share increased 10% to $3.15 in 2002 from $2.86 per share in 2001. Adjusting for the elimination of goodwill amortization in 2001, net income and diluted earnings per share would have increased 3% and 2%, respectively.

SEGMENT REVIEWS

      The following is a discussion of segment operating results as set forth in Note 13 to the consolidated financial statements — “Business segments and other information” on pages F-19 through F-21 which information is incorporated herein by reference. For comparative purposes, 2001 goodwill amortization of $12.9 million (Commercial — $2.9 million, Medical — $8.5 million, Aerospace — $1.5 million) has been reclassified from operating profit to a separate line item. Discussion of 2001 operating profit in these segment reviews reflects the reclassified amounts.

COMMERCIAL SEGMENT

      The Commercial Segment designs and manufactures proprietary mechanical and electrical/ electronic controls for the automotive market; mechanical, electronic and hydraulic controls, and electronic products for the recreational marine market; and proprietary products for fluid transfer and industrial applications, including fuel hose for the automotive market.

      Products in the Commercial Segment generally are produced in higher unit volume than those of the company’s other two segments. They are manufactured for broad distribution as well as custom fabricated to meet individual customer needs. For the most part, consumer spending patterns influence the market trends for these products.

2003 VS. 2002

      Commercial Segment sales increased 12% to $1.22 billion in 2003 from $1.09 billion in 2002. Acquisitions and currency translation added 6% and 5% to revenues, respectively. In Automotive, approximately one-half of the sales increase was due to stronger European currencies, while product sales such as the shifter, the guide control program, and the adjustable pedal system contributed substantially to the remainder. In Marine, sales increased mid-single digits on the strength of currency translations as sales declines in the marine aftermarket, primarily fishfinders, were offset by increased product sales to both truck and military markets. Industrial product line sales increased nearly 20% due to acquisitions, and to a lesser extent, currency. The acquisitions included electromechanical products and light-duty cable controls for the automotive, marine and industrial markets.

      Commercial Segment operating profit increased 2% in 2003 to $101.6 million from $99.8 million as slight improvements in the Automotive and Industrial product lines offset a modest decline in the Marine product line. Automotive operating profit improved as the result of higher volume from new products which served to more than offset the impact of customer price reductions and new product launch expenses. Conversely, Marine operating profit declined from the prior year due to adverse mix as lower margin marine OEM (original equipment manufacturers) and non-marine products replaced sales of higher margin aftermarket products. Industrial operating profit increased primarily from acquisitions, more than offsetting a core product decline. The most significant decline was in alternative fuel systems, the result of lower volume in part related to delays in the passage of the energy bill.

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      Assets in this Segment increased $221 million; 41% of the increase resulted from acquisitions in the Automotive and Industrial product lines, and 36% from the impact of currency exchange rates. Return on average assets declined in 2003 to 11.5% from 13.7% in 2002 due to a lower return from acquisitions and the alternative fuel systems business.

2002 VS. 2001

      Sales in the Commercial Segment increased 20% to $1.09 billion in 2002 from $0.91 billion in 2001. All three product lines, Automotive, Marine and Industrial reported gains, with two-thirds of the improvement coming from acquisitions. Automotive sales increased from the acquisition of a Japanese cable manufacturer, additional adjustable pedal system volume, and new programs in Europe. Higher vehicle production in North America helped offset the effect of lower prices. In Marine, a stronger marine market in the niches served by the company led to higher OEM and aftermarket volume. Sales of new non-marine products such as auxiliary power units for locomotives and the modern burner unit for the military also contributed to sales growth. The growth in Industrial resulted primarily from acquisitions as core growth in light-duty cables was offset by declines in alternative fuel systems sales.

      Operating profit rose 15% in 2002 to $99.8 million from $86.7 million as all three product lines improved generally on the higher volume, while operating profit as a percent of revenues declined slightly from 9.5% in 2001 to 9.2 % in 2002. An increase in operating profit as a percent of revenues in the Marine product line was offset by declines in the Automotive and Industrial product lines. Within Automotive, operating profit was enhanced by gains in Europe and the adjustable pedal system; however, operating profit as a percent of revenues was lower primarily from price declines and plant shut down and curtailment costs and also from the dilutive impact of the acquisition. Marine gained in both operating profit and operating profit as a percent of revenues from the increase in sales and from the full year benefits of combining Morse Controls with existing Teleflex facilities. Within Industrial, operating profit increased from the acquisitions, which also lowered operating profit as a percent of revenues.

      Assets in this Segment increased from acquisitions in the Automotive and Industrial product line, and from the impact of currency exchange rates. Return on average assets declined in 2002 to 13.7% from 14.5% in 2001 due to a lower return from the acquisitions.

MEDICAL SEGMENT

      The Medical Segment manufactures and distributes a broad range of invasive disposable and reusable devices for the urology, gastroenterology, anesthesiology and respiratory care markets worldwide. It also designs and manufactures a variety of specialty surgical devices and provides instrument management services.

      Products in the Medical Segment generally are required to meet exacting standards of performance and have long product life cycles. Economic influences on sales relate primarily to spending patterns in the worldwide medical devices and hospital supply markets.

2003 VS. 2002

      In 2003, Medical Segment sales increased 19% to $534.7 million from $448.7 million. Revenues gained 10% from acquisitions and 8% from the effects of stronger currencies while core growth remained relatively constant. In the Health Care Supply product line, two-thirds of the revenue increase came from stronger foreign currencies. Sales in the Surgical Devices product line improved substantially due to acquisitions including a cardiothoracic devices business in 2003.

      Operating profit increased 18% in 2003 to $85.4 million compared with $72.3 million in 2002. The increase in operating profit was comprised of equal contributions from Health Care Supply volume and acquisitions in the Surgical Devices product line. Overall operating profit as a percent of revenues declined as an improvement in the Health Care Supply product line from volume gains was more than offset by a decline in Surgical Devices, as a result of the acquisition. Going forward, Medical Segment margins are expected to improve, in part, from the integration of the acquisition and further consolidation efforts.

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      Assets increased $69 million or 14%. The cardiothoracic devices acquisition accounted for 75% of the increase. Return on average assets increased from 15.4% to 16.0% as a result of strong operating profit improvements.

2002 VS. 2001

      In 2002, Medical Segment sales increased 5% to $448.7 million from $429.3 million due to gains in both the Health Care Supply and Surgical Devices product lines. In Health Care Supply, sales growth in core products supplemented by a number of new products provided the increase, with the impact of currency exchange rates also adding to sales. Within the Surgical Devices product line, growth in sales of instruments and instrument management services as well as the acquisition of an orthopedic instrument manufacturer offset a decline in core closure products sales.

      Operating profit increased 2% in 2002 to $72.3 million from $71.2 million, while operating profit as a percent of revenues declined to 16.1% from 16.6%. The increase in operating profit is due primarily to the volume gains in Health Care Supply while Surgical Devices declined slightly, and the drop in operating profit as a percent of revenues resulted from declines in both product lines. Within Health Care Supply, operating profit as a percent of revenues declined due to sales from lower margin products. Within Surgical Devices, a change in product mix, severance expenses and expenses related to the closing of an instrument management services facility resulted in the decline of operating profit as a percent of revenues.

      Assets increased due to the acquisition and from increases in currency exchange rates. Return on average assets declined from 16.4% to 15.4% as a result of the lower return from the acquisition.

AEROSPACE SEGMENT

      The Aerospace Segment serves the commercial aerospace, power generation and industrial turbomachinery markets and, to a lesser extent, the military market. Its businesses design and manufacture cargo handling systems and containers for aviation and provide surface treatments, repair services and manufactured components for users of both flight and ground-based turbine engines. Sales are both to OEMs and to the aftermarket.

      These products and services, many of which are proprietary, require a high degree of engineering sophistication and are often custom-designed. Economic influences on these products and services relate primarily to spending patterns in the worldwide aerospace industry and to demand for power generation.

2003 VS. 2002

      In 2003 Aerospace Segment sales decreased 2% to $528.6 million from $542.1 million in 2002. Core products declined by 4% while currency contributed a positive 2%. Sales declined due to weaker end markets in the Industrial Gas Turbine (IGT) product line and to a lesser extent the Cargo Systems and Manufactured Components product lines. These declines were tempered by an increase in Repair Product and Services revenues brought about by higher sales of low margin material product offerings.

      Operating profit declined 73% from $34.2 million in 2002 to $9.2 million in 2003, while operating profit as a percent of revenues fell to 1.7% from 6.3% in the prior year. A significant portion of the decline was attributable to the IGT product line which declined due to lower volume, major investments in new parts development, and contract losses in the engineering services business. Results in Cargo Systems and Manufactured Components were adversely impacted by volume declines and continued pricing pressures. Margins of Repair Product and Services declined due to the unfavorable product mix. Operating results are expected to improve in 2004 primarily as a result of substantial cost reductions in 2003.

      In 2003, assets increased $11 million or 2% due substantially to currency fluctuations. Return on average assets decreased to 2.0% in 2003 from 8.0% in 2002 primarily as a result of lower profits.

2002 VS. 2001

      Sales in the Aerospace Segment decreased 4% in 2002 to $542.1 million from $567.5 million in 2001. Sales dropped in three of four product lines in this Segment — Cargo Systems, IGT and Manufactured

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      Operating profit declined 45% to $34.2 million from $61.8 million, and operating profit as a percent of revenues fell to 6.3% from 10.9%, due to reductions in all four product lines in this Segment. Throughout the product lines, workforce reduction expenses lowered both operating profit and operating profit as a percent of revenues. In addition, the results in Cargo Systems were impacted by lower volume and prices and expenses related to the launch of wide-body products. In IGT, costs relating to the aftermarket parts and services business reduced the operating profit and operating profit as a percent of revenues. In Manufactured Components, a drop in volume lowered the operating profit and operating profit as a percent of revenues, and in Repair Product and Services, a change in mix to lower margin services impacted results. It is expected that expenses associated with the Aerospace Segment cost reduction efforts will continue into 2003.

      The increase in assets in 2002 was due primarily to an increase in inventory in connection with new wide-body cargo handling systems, Repair Product and Services programs and IGT aftermarket parts products. Return on average assets decreased to 8.0% in 2002 from 16.2% in 2001 due to the decline in operating profit combined with the increase in assets.

LIQUIDITY, MARKET RISK AND CAPITAL RESOURCES

      Cash flows from operating activities were $225.2 million in 2003 compared to $200.6 million in 2002 and $188.3 million in 2001. In 2003, higher depreciation and deferred tax gains compensated for lower net income and slightly higher working capital requirements. Accounts receivable and inventory as a percentage of fourth quarter revenues remained flat. Deferred income taxes increased primarily due to domestic changes in depreciation rates for fixed assets. In 2002, higher net income and depreciation offset additional working capital requirements. Amortization expense declined in 2002 because of the implementation of SFAS 142, which requires that goodwill no longer be amortized. Accounts receivable as a percentage of fourth quarter revenues was constant in 2002 compared to 2001 while inventory as a percentage of revenues increased 1% due to the increase in inventory in the Aerospace Segment primarily for new wide-body cargo handling systems and IGT aftermarket parts programs.

      In addition to the cash generated from operations the company has approximately $140 million in committed and $200 million in uncommitted unused lines of credit available. The availability of the lines of credit is dependent upon the company maintaining its strong financial condition including its continued compliance with bank covenants. Various senior note agreements provide for the maintenance of ratios and limit the payment of cash dividends. Under the most restrictive of these provisions, $270 million of retained earnings was available for dividends at December 28, 2003. In 2003, total borrowings increased $33 million. The increase is comprised of $35 million from currency translation, $34 million from current borrowings, offset by $36 million in long-term debt repayments. Total debt to total capitalization decreased from 32% to 30% as equity increased at a higher rate relative to debt. Fixed rate borrowings comprised 48% of total borrowing at December 28, 2003. Approximately 46% of the company’s total borrowings of $456 million are denominated in currencies other than the US dollar, principally Euro, providing a natural hedge against fluctuations in the value of assets outside the United States. In 2002 total borrowings decreased $17 million from repayments offset by currency translation increases. Total debt to total capitalization decreased from 36% to 32% as a result of the reductions in borrowings. Contractual obligations at December 28, 2003 are summarized as follows (in millions):

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      In summary, the company’s financial condition remains strong. The company believes that its cash flows from operations and the ability to access additional funds through the credit facilities will enable it to fund its operating requirements, capital expenditures and additional acquisition opportunities.

OFF BALANCE SHEET ARRANGEMENTS

      The company has residual value guarantees under operating leases for plant and equipment. The maximum potential amount of future payments the company could be required to make under these guarantees is approximately $20 million. See also Note 12 to the consolidated financial statements — “Commitments and contingent liabilities” on pages F-18 and F-19, which information is incorporated herein by reference.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The company periodically uses derivative instruments such as interest rate swaps and forward currency contracts to hedge the exposure of fluctuating interest rates and foreign currencies. The company is exposed to foreign currency exchange movements from transactions in currencies, primarily the Singapore dollar, Euro, Swedish krona and Canadian dollar. The company utilizes foreign currency forward contracts in order to manage volatility associated with foreign currency purchases and sales. Contracts typically have maturities of less than one year. Changes in fair value of the company’s financial instruments are recorded in the income statement or as part of comprehensive income. Qualifying forward exchange contracts are accounted for as cash flow hedges when the hedged item is a forecasted transaction. Gains and losses on these instruments are recorded in other comprehensive income (loss) until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from accumulated other comprehensive income/ loss to the statement of income.

CONTINGENCIES AND ENVIRONMENTAL MATTERS

      The company is subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties. Much of this liability results from the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, often referred to as Superfund), the Resource Conservation and Recovery Act (RCRA), and similar state laws. These laws require the company to undertake certain investigative and remedial activities at sites where the company conducts or once conducted operations or at sites where company-generated waste was disposed.

      Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. At December 28, 2003, the company’s consolidated balance sheet included an accrued liability of $3.6 million relating to these matters. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may range up to two or three times the amount accrued as of December 28, 2003. The time-frame over which the accrued or presently unrecognized amounts may be paid out, based on past history, is estimated to be 15-20 years.

      The company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability contracts, intellectual property and environmental matters. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final outcome of these lawsuits and claims in the opinion of company counsel. However, while the ultimate liabilities resulting from such lawsuits and claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the company’s consolidated financial position, results of operations, or liquidity.

      Subsequent to the company’s year-end, the company was notified that a jury had rendered a verdict against one of its subsidiaries. A judgment on the verdict had not yet been entered as of March 11, 2004 pending further consideration by the court. See Note 14 to the consolidated financial statements, — “Subsequent event” on page F-21 for a further discussion of this matter.

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FORWARD-LOOKING STATEMENTS

      In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the company notes that certain statements contained in this annual report are forward-looking in nature. These forward-looking statements include matters such as business strategies, market potential, future financial performance, product deployments and other future oriented matters. Such matters involve risks and uncertainties which can cause actual results to differ materially from those projected in the forward-looking statements and include, but are not limited to:

      The company undertakes no obligation to update or publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this report.

      See the text section entitled “Liquidity, Market Risk and Capital Resources” and “Quantitative and Qualitative Disclosures About Market Risk” in Part II Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 9 to 17 which information is incorporated herein by reference.

      The financial statements and supplementary data required by this Item are included herein, commencing on page F-2.

      Not applicable.

      As of the end of the year ended December 28, 2003, our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, which included inquiries made to certain other of our employees. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that our disclosure controls and procedures are effective and sufficient to ensure that we record, process, summarize, and report information required to be disclosed by us in our periodic reports filed under the Securities Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms. During the quarter ended December 28, 2003, there were no changes in the company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

PART III

      For information with respect to the company’s Directors and Director nominees, see “Election Of Directors,” “Nominees For The Board of Directors” and “Additional Information About The Board Of Directors and Corporate Governance” in the company’s Proxy Statement for its 2004 Annual Meeting, which

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      For information with respect to the company’s Executive Officers, see Part I of this report on page 5, which information is incorporated herein by reference.

      The company has a Code of Ethics applicable to all directors, employees, and agents of the company. The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and Principal Accounting Officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Ethics, the CEO and senior financial officers are subject to additional policies which are filed as Exhibit 14 to this Form 10-K. Copies of the Code of Ethics and additional policies applicable to the CEO and all senior financial officers are available through the Investor Relations section of the company’s website (www.teleflex.com). These documents are also available in print form to any shareholder who requests them. Requests should be sent to the Legal Department at Teleflex Incorporated, 155 South Limerick Road, Limerick, PA 19468.

      See “ Additional Information About The Board Of Directors and Corporate Governance,” “Compensation Committee Report on Executive Compensation,” “Five-Year Shareholder Return Comparison” and “Executive Compensation and Other Information” in the company’s Proxy Statement for its 2004 Annual Meeting, which information is incorporated herein by reference.

      See “Security Ownership of Certain Beneficial Owners and Management,” “Election Of Directors” and “Nominees For The Board of Directors” in the company’s Proxy Statement for its 2004 Annual Meeting, which information is incorporated herein by reference.

      The following table sets forth certain information as of December 28, 2003 regarding the company’s 1990 Stock Compensation Plan, 2000 Stock Compensation Plan and Global Employee Stock Purchase Plan:

      See “ Additional Information About The Board Of Directors and Corporate Governance,” “Compensation Committee Report on Executive Compensation” and “Executive Compensation and Other Information” in the company’s Proxy Statement for its 2004 Annual Meeting, which information is incorporated herein by reference.

      See “Audit and Non-Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditors” in the company’s Proxy Statement for its 2004 Annual Meeting, which information is incorporated herein by reference.

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PART IV

      (a) Consolidated Financial Statements:

      The Index to Consolidated Financial Statements and Schedules is set forth on page F-1 hereof.

      (b) Reports on Form 8-K:

      On October 2, 2003 Teleflex Incorporated filed a report on Form 8-K dated October 1, 2003 to file as exhibits two separate press releases. One announcing the purchase of assets of an automotive cable division from Siemens VDO Automotive AG and the second announcing the acquisition of the passenger and light truck electronic throttle control business of Williams Controls Inc., located in Sarasota, Florida.

      On October 16, 2003 Teleflex Incorporated filed a report on Form 8-K dated October 15, 2003, to file as an exhibit a press release announcing earnings for the quarter ended September 28, 2003.

      On December 24, 2003 Teleflex Incorporated filed a report on Form 8-K dated December 23, 2003 to file as an exhibit a press release announcing the resignation of the company’s Chief Financial Officer and plan for succession.

      (c) Exhibits:

      The Exhibits are listed in the Index to Exhibits.

      For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant’s Registration Statements on Form S-8, Nos. 2-98715 (filed May 11,1987), 33-34753 (filed May 10, 1990), 33-53385 (filed April 29, 1994), 333-77601 (filed May 3, 1999), 333-38224 (filed May 31,2000), 333-41654 (filed July 18, 2000), 333-59814 (filed April 30, 2001) and 333-101005 (filed November 5, 2002):

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized as of the date indicated below.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and as of the date indicated below.

     Pursuant to General Instruction D to Form 10-K, this report has been signed by Steven K. Chance as Attorney-in-Fact for a majority of the Board of Directors as of the date indicated below.

Dated: March 11, 2004

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TELEFLEX INCORPORATED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL STATEMENT SCHEDULE

      The following Financial Statement Schedule together with the report thereon of PricewaterhouseCoopers LLP dated February 11, 2004, except for Note 14, as to which the date is March 3, 2004, should be read in conjunction with the consolidated financial statements. Financial Statement Schedules not included in this Form 10-K Annual Report have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

Schedule:

F-1

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

The accompanying notes are an integral part of the consolidated financial statements.

F-2

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET