SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K(Mark One)
TELEFLEX INCORPORATEDANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 26, 2004TABLE OF CONTENTS
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PART IItem 1.BusinessOverview Teleflex Incorporated is a diversified industrial company specializing in the design, manufacture and distribution of specialty-engineered products. We serve a wide range of customers in niche segments of the commercial, medical and aerospace industries. Our products include: driver controls, motion controls, power and vehicle management systems and fluid management systems for commercial industries; disposable medical products, surgical instruments, medical devices and specialty devices for hospitals and health-care providers; and repair products and services, precision-machined components, cargo-handling systems and surface coatings for commercial and military aviation as well as other industrial markets. For more than 60 years, we have grown by providing 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 into new geographic or end-markets and through acquisitions of companies that can add value with related market, technology or industry expertise. We serve a diverse customer base through operations in 26 countries and local direct sales and distribution networks. In 2004, products manufactured or distributed by our operations in the United States accounted for 46 percent of revenues and products manufactured or distributed by our operations in other countries represented 54 percent of revenues.Strategic Initiatives and Recent Developments In 2004, we commenced a portfolio evaluation to identify businesses for divestiture, phase out or consolidation. We have engaged an investment banking firm to assist us in this process and to evaluate strategic alternatives for a major portion of the businesses that were identified as non-strategic in our evaluation process. As a result of the initial evaluations we completed the divestiture of six small, non-strategic businesses during the year — four in the Commercial Segment, one in the Medical Segment and one in the Aerospace Segment. On November 10, 2004, we announced the initiation of a restructuring and divestiture program designed to improve future operating performance and position us for earnings growth in the years ahead. The planned actions include exiting or divesting of non-core or underperforming businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services. In connection with the restructuring and divestiture program we announced plans to actively market and divest the automotive pedal systems business. For 2004 and comparable periods, the automotive pedal systems business has been presented in our consolidated financial results as a discontinued operation. We also announced plans to substantially exit the aftermarket services portion of the industrial gas turbine product line reported in our Aerospace Segment. In addition, we began a program to consolidate manufacturing facilities and continue to consolidate administrative functions to create shared services and further standardization of processes across the company. In January and February 2005, we completed the divestiture of three additional small product lines — one in the Commercial Segment and two in the Medical Segment. On February 28, 2005, we also completed a larger divestiture, the sale of our surface-engineering/ specialty coatings business. We anticipate recording a gain on the sale of $28-$32 million in the first quarter of 2005.2
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Our Business Segments We classify our business into three business segments — Commercial, Medical and Aerospace. For 2004, the percentages of our consolidated net revenues represented by our segments were as follows: Commercial — 48%; Medical — 30%; and Aerospace — 22%. Additional information regarding our segments is presented in Note 15 to our consolidated financial statements included in this Annual Report on Form 10-K.Commercial Our Commercial Segment businesses principally design, manufacture and distribute driver control, motion control, power and vehicle management and fluid management products and systems. Our products are used by a wide range of markets including the passenger and light truck, marine, recreational, mobile power equipment, military, agricultural and construction vehicle, truck and bus and various other industrial equipment sectors. These products are provided through business operating units organized around geographical location, market knowledge, and technical expertise. Major manufacturing operations are located in North America, Europe, and Asia. Driver Controls: This is the largest single product category in the Commercial Segment, representing 47 percent of Commercial Segment revenues in 2004. Products in this category include: full manual and automatic gearshift systems, transmission guide controls, park-lock cables, control cables, mechanical and hydraulic steering, steering columns, throttle controls and industrial vehicle pedal systems. Our driver controls, for example, are used in passenger cars, boats, trucks, agricultural vehicles and recreational vehicles. We are a global supplier of manual and automatic gearshift systems and control cables for passenger cars and light trucks and a leading global provider of both mechanical and hydraulic steering systems for recreational boats. Motion Controls: Products in this category represented 22 percent of Commercial Segment revenues in 2004. Motion controls include: mechanical and electro-mechanical controls for seat-comfort, interior flexibility, movement and regulation of window, door, function and other safety controls and mobile power equipment controls and products for heavy-lift applications. While the largest portion of this category relates to seat and interior comfort and motion systems sold to automotive suppliers and industrial vehicle manufacturers, our motion systems also serve a wide range of other markets and applications. For example, we are a large supplier of safety cable and light-duty motion controls used in mobile power equipment, and our heavy-lift products which include heavy-duty cables, hoisting and rigging equipment are used in oil drilling and other industrial markets. Power and Vehicle Management Systems: Products in this category represented 20 percent of Commercial Segment revenues in 2004. Power and vehicle management systems include: mobile auxiliary power systems, fuel management systems and components, industrial actuation products and components, instrumentation and electronic controls for engine and vehicle management, diagnostics and monitoring. These products generally address the need for greater fuel efficiency, reduced emissions, mobile power, and improved connectivity of engine and vehicle systems. Our major products in this category include mobile auxiliary power units used for power and climate control in heavy duty trucks, industrial vehicles and locomotives, instrumentation and electronic products for marine and industrial vehicles, and components and systems for the use of alternative fuels in military, industrial and automotive applications. Fluid Management Systems: Products in this category represented roughly 11 percent of Commercial Segment revenues in 2004. Fluid management products include premium-branded, custom-manufactured and bulk hose and related assemblies that are generally custom-designed and manufactured to address specific requirements for vapor permeation, durability and flexibility. Our fluid management products can be found in automobiles, pleasure boats, remote sensing devices, high-purity food processing, underground fuel transfer, compressed natural gas applications and in a number of other industrial product and equipment3
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applications. The largest percentage of fluid management systems are sold to automotive and industrial customers. The following table sets forth revenues for 2004, 2003 and 2002 by significant product category for the Commercial Segment.
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Disposable Medical Products: This is the largest product category in the Medical Segment, representing 58 percent of segment revenues in 2004. Our disposable medical products are generally used in the clinical specialty areas of anesthesia, respiratory care and urology. Anesthesia and respiratory care products include those used in airway management, oxygen administration and therapy, humidification and aerosol therapy. Urology products include: catheters, drain and irrigation supplies. Our products are marketed under the brand names of Rusch, HudsonRCI, Gibeck, and Sheridan. The large majority of sales for disposable medical products are made to the hospitals/ health-care provider market with a smaller percentage to the home health market and medical device manufacturers. A large majority of product sales are outside of the United States. Surgical Instruments and Medical Devices: Products in this category represented 35 percent of Medical Segment revenues in 2004. Our surgical instrument and medical device products include: hand-held instruments for general and specialty surgical procedures, devices used in cardiovascular, orthopedic and general surgery and minimally-invasive diagnostic and therapeutic care. We also produce and market a range of ligation and closure products. In addition, we provide instrument management and sterilization services. We market surgical instruments and medical devices under the Deknatel, Pleur-evac, Pilling and Weck brand names. The largest percentage of our surgical instruments and medical device sales are to hospitals and health-care providers in North America, Europe and Asia. Specialty Devices: Specialty devices represented 7 percent of Medical Segment revenues in 2004. Products in this category include custom-designed and manufactured specialty instruments for cardiovascular and orthopedic procedures, specialty sutures, microcatheters, introducers and guidewires. We also design and manufacture specialty devices and instruments for industry leading medical device manufacturers and provide them with outsourcing services. Our brands include Beere, KMedic, and Deknatel. Specialty devices are generally marketed to medical device manufacturers. The following table sets forth revenues for 2004, 2003 and 2002 by significant product lines for the Medical Segment.
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Aerospace Our Aerospace Segment businesses provide repair products and services for flight and ground-based turbine engines; manufacture and distribute precision-machined components; design, manufacture and market cargo-handling systems; and provide advanced surface treatments to commercial aviation, military, power generation and industrial markets worldwide. These products require a high degree of engineering sophistication and are often custom-designed. They are provided through business operating units organized by market and technical expertise. Major operations are located in North America, Europe and Asia. Commercial aviation markets represent the largest percentage of revenues in this segment. Markets for these products are generally influenced by spending patterns in the commercial aviation and military markets. Repair Products and Services: The largest single product category in the Aerospace Segment, repair products and services represented 38 percent of segment revenues in 2004. This category includes repair technologies and services primarily for critical components of flight turbines, including fan blades and airfoils. We utilize advanced reprofiling and adaptive-machining techniques to improve efficiency of aircraft engine performance and reduce turnaround time for maintenance and repairs. Repair products and services are provided through service locations in North America, Europe and Asia. We maintain a joint venture with GE Aircraft Engines called Airfoil Technologies International (ATI), whose product line serves many of the industry’s leading aircraft engine providers and a range of commercial airlines. Precision-Machined Components: Products in this category represented 22 percent of Aerospace Segment revenues in 2004. Our precision-machined components include: fan blades, compressor blades, cases, blisks and other components for military and commercial flight turbine engines and a range of custom-designed and manufactured products for industrial markets. The vast majority of our precision-machined components are sold to original equipment manufacturers of aircraft engines and for military applications, with a very small percentage of products sold to industrial markets. Cargo-Handling Systems: Products in this category represented 19 percent of Aerospace Segment revenues in 2004. Our cargo-handling systems include on-board cargo-handling systems for wide-body and narrow-body aircraft, actuators, cargo containers, aftermarket spare parts and repair services. Marketed under the Telair International brand name, our wide-body cargo-handling systems are sold to aircraft original equipment manufacturers or to airlines and air freight carriers as “buyer furnished equipment” for original installations or as retrofits for existing equipment. Our other Telair products in this category include: narrow-body aircraft cargo-loading systems, and cargo containers. We also manufacture and repair components for our systems and other related aircraft controls including canopy and door actuators, cargo winches and flight controls. Surface-Engineering/ Specialty Coatings: This product category represented 21 percent of Aerospace Segment revenues in 2004. Products in this segment include highly-engineered protective coatings for components used in aerospace and industrial applications to improve product life, reduce corrosion and lower maintenance costs. These products are provided in service locations and mobile field operations in North America, Europe and Asia. In 2004 and prior, this category also included a range of aftermarket services designed and provided specifically for industrial gas turbine maintenance and repair. In the second half of 2004, we exited significant portions of the industrial gas turbine aftermarket services business. In February 2005, we completed the divestiture of the remainder of the surface-engineering/ specialty coatings business. No product lines for the Aerospace Segment amounted to more than 10% of consolidated revenues for any period presented.6
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The following table sets forth the percentage of revenues by end market for 2004 for the Aerospace Segment.
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Suppliers and Materials Materials used in the manufacture of our products are purchased from a large number of suppliers in diverse geographic locations. We are not dependent on any single supplier for a substantial amount of the materials used or components supplied for our overall operations. Most of the materials and components we use are available from multiple sources and where practical, we attempt to identify alternative suppliers. Volatility in commodity markets, particularly steel and plastic resins, can have a significant impact on the cost of producing our products. We cannot be assured of successfully passing these cost increases through to all of our customers, particularly OEMs.Seasonality A portion of our revenues, 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 revenues generally increase in the second quarter as boat owners prepare their watercraft for the upcoming season.Employees We employed approximately 21,300 full-time and temporary employees at December 26, 2004. Of these employees, approximately 8,900 were employed in the United States and 12,400 in countries outside of the United States. Less than 10 percent of our employees in the United States were covered by union contracts. We have government-mandated collective-bargaining arrangements or union contracts that cover employees in other countries. We believe we have good relations with our employees.Investor Information We are subject to the informational requirements of the Securities Exchange Act of 1934. Therefore, we file reports and information, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy and information statements and other information may be obtained by visiting the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically. You can access financial and other information in the Investors section of our Web site. The address is www.teleflex.com. We make available through our Web site, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. The information on the Web site listed above is not and should not be considered part of this Annual Report on Form 10-K and is intended to be an inactive textual reference only. We are a Delaware corporation organized in 1943. Our executive offices are located at 155 South Limerick Road, Limerick, PA 19468. Our telephone number is (610) 948-5100.Risk Factors 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-8
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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. Factors which may affect our business, financial condition and operating results include 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, realize planned synergies and operate such businesses profitably in accordance with expectations; our ability to effectively execute our restructuring and divestiture program; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; and global economic factors, including currency exchange rates, difficulties entering new markets and general economic conditions such as interest rates. More information about potential factors that could affect us is provided below. We expressly disclaim any intent or obligation to update these forward-looking statements, except as otherwise specifically stated by us. The costs associated with our restructuring and divestiture program may be greater than expected. We are engaged in a restructuring and divestiture program, which requires management to utilize significant estimates related to realizable values of assets made redundant or obsolete and expenses for severance and other employee separation costs, lease cancellation and other exit costs. Actual results could differ materially from those estimated due to, among other things: inability to sell businesses at prices, or within time-periods, anticipated by management; unanticipated expenditures in connection with the effectuation of the program; costs and length of time required to comply with legal requirements applicable to certain aspects of the program; and unanticipated difficulties in connection with consolidation of manufacturing and administrative functions. Many of the industries in which we operate are cyclical, and, accordingly, our business is subject to changes in the economy. Many of the business areas in which we operate are subject to specific industry and general economic cycles, most acutely in the automotive, marine, aerospace and transportation industries. Accordingly, any downturn in these or other markets in which we participate could materially adversely affect us. Moreover, if demand changes and we fail to respond accordingly, our results of operations could be materially adversely affected in any given quarter. The diversified nature of our business reduces the risk that all of our operations would experience simultaneous cyclical downturns. We are subject to risks associated with our non-U.S. operations. We have significant manufacturing operations outside the United States, including joint ventures and other alliances. As of December 26, 2004, approximately 47% of our total assets and 54% of our total revenues were attributable to operations outside the U.S. Our international operations are subject to varying degrees of risk inherent in doing business outside the U.S., including: • exchange controls and currency restrictions; • trade protection measures and import or export requirements; • subsidies or increased access to capital for firms who are currently or may emerge as competitors in countries in which we have operations; • potentially negative consequences from changes in tax laws; • differing labor regulations;9
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• differing protection of intellectual property; • and unsettled political conditions and possible terrorist attacks against American interests. These and other factors may have a material adverse effect on our international operations or on our business, results of operations and financial condition. No material concentration exists in any single country. Our products are typically integrated into other manufacturers’ products. As a result changes in demand for our customers’ products may adversely affect our revenues on short notice. Many of our customers in the Commercial and our Aerospace segments, including OEMs, integrate our products into products our customers sell. Our customers also generally have no obligation to purchase any minimum quantity of product from us and may terminate our arrangement on short notice, typically 30 to 90 days, sometimes less. Our reported backlog may not be realized as revenues, and revenues could materially decline if these customers experience a reduction in demand for their products or cancel a significant number of contracts and we cannot replace them with similar arrangements. Customers in our Medical Segment depend on third party reimbursement. Sales of some of our medical products depend on the reimbursement to our customers of patients’ medical expenses by government healthcare programs and private health insurers in the countries where we do business. Internationally, medical reimbursement systems vary significantly, with medical centers in some countries having fixed budgets, regardless of the level of patient treatment. Other countries require application for, and approval of, government or third party reimbursement. Without both favorable coverage determinations by, and the financial support of, government and third party insurers, there could be an impact on the market for some of our medical products. We cannot be sure that third party payors will maintain the current level of reimbursement to our customers for use of our existing products. Adverse coverage determinations or any reduction in the amount of this reimbursement could harm our business. In addition, through their purchasing power, these payors often seek discounts, price reductions or other incentives from medical products suppliers. Uncertainties regarding future healthcare policy, legislation and regulations, as well as private market practices, could affect our ability to sell our products in commercially acceptable quantities at profitable prices. Foreign currency exchange rate, commodity price and interest rate fluctuations may adversely affect our results. We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates, commodity prices and interest rates. We expect revenue from non-U.S. markets to continue to represent a significant portion of our revenues. When the U.S. dollar strengthens or weakens in relation to the foreign currencies of the countries where we sell our products, such as the euro, our U.S. dollar-reported revenue and income will fluctuate. Changes in the relative values of currencies occur from time to time and may, in some instances, have a significant effect on our results of operations. Our consolidated financial statements reflect translation of items denominated in non-U.S. currencies to U.S. dollars, our functional currency. We maintain a currency hedging program to minimize the effects of this risk. Many of our products have a significant steel and plastic resin content. We also use quantities of other commodities, including copper and zinc. Volatility in the prices of these commodities could increase the costs of our products and services. We may not be able to pass on these costs to our customers and this could have a material adverse effect on our results of operations and cash flows. We monitor these exposures as an integral part of our overall risk management program. We depend on our ability to develop new products. The future success of our business will depend, in part, on our ability to design and manufacture new competitive products and to enhance existing products, including developing electronic technology to10
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replace or improve upon mechanical technology. This product development may require substantial investment by us. There can be no assurance that unforeseen problems will not occur with respect to the development, performance or market acceptance of new technologies or products, such as the inability to: identify viable new products; obtain adequate intellectual property protection; gain market acceptance of new products, or successfully obtain regulatory approvals. Moreover, we may not otherwise be able to successfully develop and market new products. Our failure to successfully develop and market new products could reduce our margins, which would have an adverse effect on our business, financial condition and results of operations. Our technology is important to our success and our failure to protect this technology could put us at a competitive disadvantage. Because many of our products rely on proprietary technology, we believe that the development and protection of these intellectual property rights is important to the future success of our business. In addition to relying on patent, trademark, and copyright rights, we rely on unpatented proprietary know-how and trade secrets, and employ various methods, including confidentiality agreements with employees, to protect our know-how and trade secrets. Despite our efforts to protect proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use these products or technology. The steps we have taken may not prevent unauthorized use of this technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the U.S., and there can be no assurance that others will not independently develop the know-how and trade secrets or develop better technology than us or that current and former employees, contractors and other parties will not breach confidentiality agreements, misappropriate proprietary information and copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. We are subject to a variety of litigation in the course of our business that could cause a material adverse effect on our results of operations and financial condition. We are 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, employment and environmental matters. The defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits. In addition, we may be required to pay damage awards or settlements, or become subject to injunctions or other equitable remedies, that could cause a material adverse effect on our financial condition and results of operations. The outcome of these legal proceedings may differ from our expectations because the outcomes of litigation, including regulatory matters, are often difficult to reliably predict. We may incur material losses and costs as a result of product liability and warranty and recall claims that may be brought against us. We may be exposed to product liability and warranty claims in the event that our products actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in bodily injury and/or property damage. Accordingly, we could experience material warranty or product liability losses in the future and incur significant costs to defend these claims. In addition, if any of our products are, or are alleged to be, defective, we may be required to participate in a recall of that product if the defect or the alleged defect relates to safety. Product liability, warranty and recall costs may have a material adverse effect on our financial condition and results of operations.11
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Much of our business is subject to extensive regulation and/or oversight by the government and failure to comply with those regulations could have a material adverse effect on our results of operations and financial condition. Numerous national and local government agencies in a number of countries regulate our products and the products sold by our customers incorporating our products. The National Highway Traffic Safety Administration regulates the manufacturing and sale of many of our automotive products. The U.S. Food and Drug Administration regulates the approval, manufacturing and sale and marketing of many of our medical products. The U.S. Federal Aviation Administration and the European Aviation Safety Agency regulate the manufacturing and sale of some of our aerospace products and licenses the operation of our repair stations. Failure to comply with applicable regulations and quality assurance guidelines could lead to temporary manufacturing shutdowns, product shortages or delays in product manufacturing. We are also subject to numerous foreign, federal, state and local environmental protection and health and safety laws governing, among other things: the generation, storage, use and transportation of hazardous materials; emissions or discharges of substances into the environment; and the health and safety of our employees. These laws and government regulations are complex, change frequently and have tended to become more stringent over time. We cannot provide assurance that our costs of complying with current or future environmental protection and health and safety laws, or our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or adversely affect our financial condition and results of operations or that we will not be subject to additional environmental claims for personal injury or cleanup in the future based on our past, present or future business activities. There is the possibility that acquisitions and strategic alliances may not meet revenue and/or profit expectations. As part of our strategy for growth, we have made and may continue to make acquisitions and divestitures and enter into strategic alliances. However, there can be no assurance that these will be completed or beneficial to us. We may not be able to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully. Acquisitions involve numerous risks, including difficulties in the integration of the operations, technologies, services and products of the acquired companies and the diversion of management’s attention from other business concerns. Although our management will endeavor to evaluate the risks inherent in any particular transaction, there can be no assurance that we will properly ascertain all such risks. In addition, prior acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial additional indebtedness and other expenses. Future acquisitions may also result in potentially dilutive issuances of equity securities. There can be no assurance that difficulties encountered with acquisitions will not have a material adverse effect on our business, financial condition and results of operations. Our workforce covered by collective bargaining and similar agreements could cause interruptions in our provision of services. Approximately 33% of manufacturing revenues are produced by operations for which a significant part of our workforce is covered by collective bargaining agreements and similar agreements in foreign jurisdictions. It is likely that a significant portion of our workforce will remain covered by collective bargaining and similar agreements for the foreseeable future. Strikes or work stoppages could occur that would adversely impact our relationships with our customers and our ability to conduct our business.12
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Executive Officers The names and ages of all of our executive officers as of March 1, 2005 and the positions and offices held by each such officer are as follows:
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Our major facilities are as follows:
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will be successful or whether any judgment against Rüsch will be awarded. Accordingly, no accrual has been recorded in our consolidated financial statements.Item 4.Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of our stockholders during the quarter ended December 26, 2004.PART IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange, Inc. (symbol TFX). Our quarterly high, low and closing stock prices and dividends for 2004 and 2003 are shown below.Price Range and Dividends of Common Stock
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Item 6. Selected Financial Data
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financial statements and publicly-filed reports in their entirety and to not rely on any single financial measure. The following are reconciliations of these non-GAAP financial measures to the nearest GAAP measures as required under Securities and Exchange Commission rules.
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Our internal growth initiatives include the development of new products, moving existing products into market adjacencies in which we already participate with other products and the expansion of market share. Our core revenue growth in 2004 as compared to 2003, excluding the impacts of currency, acquisitions and divestitures, was 5%. In connection with the acquisition of HudsonRCI, we retired certain existing credit lines, issued $350 million of Senior Notes at fixed interest rates ranging from 5.23% to 5.85%, entered into a $400 million five-year revolving credit facility and amended the terms of certain existing Senior Notes to create a more effective and lower rate debt structure. In 2004, we commenced a portfolio evaluation to identify businesses for divestiture, phase out or consolidation. We have engaged an investment banking firm to assist us in this process and to evaluate strategic alternatives for a major portion of the businesses that were identified as non-strategic in our evaluation process. As a result of the initial evaluations we completed the divestiture of six small, non-strategic businesses during the year — four in the Commercial Segment, one in the Medical Segment and one in the Aerospace Segment. These divestitures resulted in an aggregate pre-tax gain of $2.7 million. On November 10, 2004, we announced the initiation of a restructuring and divestiture program designed to improve future operating performance and position us for earnings growth in the years ahead. The planned actions include exiting or divesting of non-core or underperforming businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services. In connection with the restructuring and divestiture program we announced plans to actively market and divest the automotive pedal systems business. For 2004 and comparable periods, the automotive pedal systems business has been presented in our consolidated financial results as a discontinued operation. We also announced plans to substantially exit the aftermarket services portion of the industrial gas turbine product line reported in our Aerospace Segment. In addition, we began a program to consolidate manufacturing facilities and continue to consolidate administrative functions to create shared services and further standardization of processes across the company. Restructuring costs were $67.6 million in 2004, of which 31% was Commercial, 15% Medical and 54% Aerospace. All inventory adjustments that resulted from the restructuring and divestiture program and certain other costs associated with closing out businesses during the fourth quarter of 2004 are included in materials, labor and other product costs and totaled $17.0 million in 2004, of which $4.5 million, $0 and $12.5 million was attributed to our Commercial, Medical and Aerospace segments, respectively. The weakening of the U.S. dollar through 2003 and 2004, particularly against the euro, the Swedish krona, the Canadian dollar and the British pound, had mixed impact on our reported results. Currency changes increased reported net revenues and net orders by $80.3 million and $87.3 million, respectively, in 2004, as compared to 2003. During 2004, we adopted the provisions of the Financial Accounting Standards Board, or FASB, Interpretation, or FIN, No. 46(R), “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” As a result, we consolidated four small entities which had previously not been consolidated. These entities are reported in our Medical and Commercial segments. We also determined that it is appropriate to separately identify and reclassify for all periods presented minority interest and minority interest in equity for all of our consolidated, but not wholly-owned, subsidiaries. The minority interest in consolidated subsidiaries previously included within selling, engineering and administrative expenses totaled $16,534 and $16,184 for 2003 and 2002, respectively. The minority interest in equity of consolidated affiliates previously included within other liabilities totaled $63,443 for 2003. These reclassifications have no impact on previously reported net income or equity. During the fourth quarter of 2004, we eliminated the one-month lag for certain of our foreign operations to coincide with the timing of reporting for all of our other operations. As a result, our consolidated results for 2004 include the results of those operations for the month of December 2003 and the entire twelve months of 2004, whereas our consolidated results for 2003 include the results of those operations for the month of December 2002 and the first eleven months of 2003. This change increased our consolidated revenues for19
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2004 by $16,879 and reduced our consolidated income from continuing operations before taxes and minority interest for 2004 by $1,114.Critical Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. We have identified the following as critical accounting estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.Inventory Utilization Inventories are valued at the lower of average cost or market. Inherent in this valuation are significant management judgments and estimates concerning excess inventory and obsolescence rates. Based upon these judgments and estimates, we record a valuation allowance to adjust the carrying amount of our inventories. We regularly compare inventory quantities on hand against historical usage or forecasts related to specific items in order to evaluate obsolescence and excessive quantities. In assessing historical usage, we also qualitatively assess business trends to evaluate the reasonableness of using historical information as an estimate of future usage.Accounting for Long-Lived Assets The ability to realize long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including undiscounted cash flow and profitability projections that incorporate, as applicable, the impact on the existing business. The analyses necessarily involve significant management judgment. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.Accounting for Goodwill and Other Intangible Assets In accordance with Statement of Financial Accounting Standards, or SFAS, No. 142, we perform an annual impairment test of our recorded goodwill. In addition, we test our other indefinite-lived intangible assets for impairment. These impairment tests can be significantly altered by estimates of future performance, long-term discount notes and market price valuation multiples. These estimates will likely change over time. Many of our businesses operate in cyclical industries and the valuation of these businesses can be expected to fluctuate as a result of this cyclicality. Goodwill and other intangible assets totaled $745.8 million and $386.9 million at December 26, 2004 and December 28, 2003, respectively.Accounting for Restructuring Costs Restructuring costs, which include termination benefits, contract termination costs, asset impairments and other restructuring costs are recorded at estimated fair value. Key assumptions in calculating the restructuring costs include the anticipated sales price for discontinued operations, the terms that may be negotiated to exit certain contractual obligations, the realizable value of certain assets associated with discontinued product lines and the timing of employees leaving the company. The estimated total cost of the restructuring and divestiture actions which commenced in November 2004 is anticipated to be between $190 million and $198 million.Accounting for Allowance for Doubtful Accounts An allowance for doubtful accounts is maintained for which the collection of the full amount of accounts receivable is doubtful. The allowance is based on our historical experience, the period an account is outstand-20
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ing, the financial position of the customer and information provided by credit rating services. We review the allowance periodically and adjust it as necessary. Our allowance for doubtful accounts was $11.3 million and $9.3 million at December 26, 2004 and December 28, 2003, respectively.Product Warranty Liability Most of our sales are covered by warranty provisions for the repair or replacement of qualifying defective items for a specified period after the time of the sales. We estimate our warranty costs and liability based on a number of factors including historical trends of units sold, recourse provisions against third parties, the status of existing claims, recall programs and communication with customers. Our estimated product warranty liability was $9.7 million and $7.0 million at December 26, 2004 and December 28, 2003, respectively.Accounting for Income Taxes Income taxes can be affected by estimates of whether and within which jurisdictions future earnings will occur and how and when cash is repatriated to the United States, combined with other aspects of an overall income tax strategy. Additionally, taxing jurisdictions could retroactively disagree with our tax treatment of certain items. We estimate the likelihood of these actions and provide appropriate tax liabilities. Our income taxes payable was $11.9 million and $42.8 million at December 26, 2004 and December 28, 2003, respectively.Results of Operations Discussion of growth from acquisitions reflects the impact of a purchased company up to 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, the impact of eliminating the one-month reporting lag for certain of our foreign operations and the comparable activity of divested companies within the most recent twelve-month period. The following comparisons exclude the impact of the automotive pedal systems business, which has been presented in our consolidated financial results as a discontinued operation.Comparison of 2004 and 2003 Revenues increased 15% in 2004 to $2.49 billion from $2.15 billion in 2003. This increase was due to increases of 5% from core growth, 5% from acquisitions, net of dispositions, 4% from currency and 1% from the impact of eliminating the one-month reporting lag for certain of our foreign operations. The Commercial, Medical and Aerospace segments comprised 48%, 30% and 22% of our revenues, respectively. Materials, labor and other product costs as a percentage of revenues decreased to 71.9% in 2004 compared to 72.4% in 2003. The decline was due to the disposition of underperforming businesses and a favorable contribution from the HudsonRCI acquisition. Selling, engineering and administrative expenses (operating expenses) as a percentage of revenues increased to 19.9% in 2004 compared with 18.3% in 2003 due to increases relative to sales in the Commercial and Aerospace segments and higher corporate expenses which were impacted by the costs of compliance with the Sarbanes-Oxley Act of 2002 and costs associated with the resolution of a number of legal matters. In 2003, we sold an investment, resulting in a pre-tax gain of $3.1 million, or $0.05 per share after tax. In 2004, we sold six non-strategic businesses, resulting in a net pre-tax gain of $2.7 million, or $0.04 per share after tax. Interest expense increased in 2004 principally from higher debt outstanding in connection with the HudsonRCI acquisition, net of repayments and lower borrowing costs. The effective income tax rate was 14.02% in 2004 compared with 24.24% in 2003. The lower rate in 2004 was primarily the result of the benefit associated with the restructuring and divestiture program. Net income for 2004 was $9.5 million, a21
21
decrease of 91% from 2003. Diluted net earnings per share decreased 91% to $0.24, and includes the cost of restructuring and discontinued operations. Minority interest in consolidated subsidiaries increased $3.1 million in 2004 due to increased profits from our joint ventures. During the fourth quarter of 2004, we announced and commenced implementation of our restructuring and divestiture program designed to improve future operating performance and position us for earnings growth in the years ahead. The planned actions include exiting or divesting of non-core or low performing businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services. Certain costs associated with our restructuring and divestiture program are not included in restructuring costs. All inventory adjustments that resulted from the restructuring and divestiture program and certain other costs associated with closing out businesses during the fourth quarter of 2004 are included in materials, labor and other product costs and totaled $17.0 million, of which $4.5 million, $0 and $12.5 million was attributed to our Commercial, Medical and Aerospace segments, respectively. For 2004, the charges associated with the restructuring and divestiture program by segment that are included in restructuring costs were as follows:
22
Comparison of 2003 and 2002 Revenues increased 10% in 2003 to $2.15 billion from $1.96 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 our increase in revenue. The impact of currency exchange rates provided the remainder of the revenue increase. Overall core growth was down slightly. Sales from international operations, which represented 51% of our revenues, increased 22% in 2003 of which 11% resulted from stronger foreign currency and 5% from acquisitions. The Commercial, Medical and Aerospace segments accounted for 51%, 25% and 24% of our revenues, respectively. Materials, labor and other product costs were 72.4% of revenues, consistent with 2002. Operating expenses increased to 18.3% of revenues in 2003 compared with 17.2% in 2002 due to increases in the Medical Segment, and to a lesser extent the Commercial and Aerospace segments. In 2003, we sold an investment which resulted in a pretax gain of $3.1 million, or $0.05 per share after tax. In 2002, we sold two minor non-core businesses and also received insurance proceeds resulting in an aggregate $10.1 million gain, or $0.16 per share after tax. 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 decreased to 1.2% compared to 1.3% in 2002. The effective income tax rate decreased to 24.24% in 2003 from 25.11% 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. Minority interest in consolidated subsidiaries increased $0.4 million in 2003 due primarily to an increase in the Medical Segment. We 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.Segment Reviews The following is a discussion of our segment operating results. Additional information regarding our segments is presented in Note 15 to our consolidated financial statements included in this Annual Report on Form 10-K.Commercial Products in the Commercial Segment generally are produced in higher unit volume than those of our other two segments. They are manufactured for broad distribution as well as custom fabricated to meet individual customer needs. Consumer spending patterns influence the market trends for products sold to the automotive and marine markets. Automotive cable and shifter products are manufactured primarily for automotive OEMs. Discussion of marine and industrial product lines below includes the manufacturing and distribution of driver controls, motion controls, power and vehicle management systems and fuel management systems to the automotive supply, marine and industrial markets.Comparison of 2004 and 2003 Commercial Segment revenues increased 10% in 2004 to $1.20 billion from $1.09 billion in 2003. The improvement was due to increases of 8% from core growth, 4% from currency and 3% from acquisitions, offset, in part, by a 5% decrease from dispositions. Revenue from driver control products sold to OEM’s increased slightly in 2004 compared to 2003, with increases from currency and core growth mostly offset by23
23
a decrease from a disposition. For the remainder of the segment, three-fourths of the revenue improvements were the result of core gains. Favorable currency translation provided a majority of the remaining growth and revenues from acquired entities were equivalent to the impact of dispositions. Commercial Segment operating profit declined 5% in 2004 to $105.7 million from $111.5 million in 2003. Marine and industrial operating profit improved on volume gains which were partially offset by a cancellation of automotive alternative fuel programs in North America, pricing pressure in the automotive supplier market and costs related to a new product launch. Operating profit in the automotive cables and shifters product line declined as a result of pricing pressure and increased raw material costs. Operating profit as a percent of revenues declined to 8.8% in 2004 from 10.2% in 2003. Assets in the Commercial Segment increased $23.8 million, as currency and receivable increases in European automotive cable and shifter and United States light-duty cables were tempered by the impact of business dispositions.Comparison of 2003 and 2002 Commercial Segment revenues increased 12% to $1.09 billion in 2003 from $972.1 million in 2002. Acquisitions and currency translation each added 6%. In automotive cables and shifters, favorable currency movements accounted for over 85% of the overall improvement as core gains in Europe and Asia were tempered by a decline in North America. Core growth outside the United States was largely the result of increased shifter and guide control products. In the marine and industrial product lines, revenue increased as a result of acquisitions, including businesses in the power and vehicle management systems and motion controls businesses. Acquisitions accounted for nearly three-fourths of the improvement and currency provided the remainder. Core revenue was relatively constant as declines in the marine aftermarket, primarily fishfinders, and alternative fuel systems were offset by increased sales to truck, military and automotive supply markets. Commercial Segment operating profit increased 10% in 2003 to $111.5 million from $101.3 million due to improvement in the automotive cable and shifter product line. Automotive cables and shifters operating profit improved as the result of higher volume from new products and cost reductions which served to more than offset the impact of customer price reductions. Marine and industrial operating profit was flat as acquisitions compensated for a core business decline. Core business declined due to adverse mix as lower margin marine and truck products replaced higher margin aftermarket products. In addition, alternative fuel systems declined as a result of lower volume in part related to delays in the passage of the energy bill. Assets in this segment increased $193.9 million; 44% of the increase resulted from acquisitions in the marine and industrial product lines, and 37% from the impact of currency exchange rates.Medical Products in the Medical Segment generally are required to meet exacting standards of performance and have long product life cycles. Economic influences on revenues relate primarily to spending patterns in the worldwide medical devices and hospital supply market.Comparison of 2004 and 2003 Medical Segment revenues increased 40% in 2004 to $746.2 million from $534.7 million in 2003. This increase was due to increases of 24% from acquisitions, 6% from core growth, 5% from currency, 3% from the impact of eliminating the one-month reporting lag for certain of our foreign operations and 2% from the consolidation of variable interest entities. In disposable medical products, 59% of the growth came from the HudsonRCI acquisition with currency and core improvement providing a majority of the remaining increase.24
24
In surgical instruments and medical devices, the cardiothoracic acquisition in the third quarter of 2003 accounted for over two-thirds of the year-over-year revenue improvement. Medical Segment operating profit increased 37% in 2004 to $117.2 million from $85.4 million in 2003. This increase was driven largely by acquisitions and core volume gains in both the disposable medical products and surgical instruments and medical devices product lines. Operating profit as a percent of revenues declined to 15.7% in 2004 from 16.0% in 2003. Assets in the Medical Segment increased $521.3 million or 91% primarily due to the HudsonRCI acquisition.Comparison of 2003 and 2002 In 2003, Medical Segment revenues 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 disposable medical products product line, two-thirds of the revenue increase came from stronger foreign currencies. Sales in the surgical instruments and medical 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 disposable medical products volume and currency and acquisitions in the surgical instruments and medical devices product line. Overall operating profit as a percent of revenues declined as an improvement in the disposable medical products product line from volume gains was more than offset by a decline in surgical instruments and medical devices, as a result of the acquisition. Assets increased $70.1 million or 14%. The cardiothoracic devices acquisition accounted for 75% of the increase.Aerospace Products and services in the Aerospace Segment, 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.Comparison of 2004 and 2003 Aerospace Segment revenues increased 2% in 2004 to $538.3 million from $528.6 million in 2003. This increase was due to increases of 2% from currency and 1% from the impact of eliminating the one-month reporting lag for certain of our foreign operations, offset, in part, by a 1% decrease from dispositions. Core growth was the result of double-digit growth in repair products and services and precision-machined components, which more than compensated for declines in industrial gas turbine, or IGT and cargo-handling systems. Core revenue growth was in part due to increased sales of lower margin offerings. Aerospace Segment operating profit declined 168% in 2004 to a loss of $6.3 million from a profit of $9.2 million in 2003. Operating profit declined due primarily to one-time charges in IGT related to our restructuring and divestiture program, pricing pressures from the aerospace OEMs and aftermarket and higher costs in precision-machined components. Operating profit (loss) as a percent of revenues was (1.2)% in 2004 versus 1.7% in 2003. Assets in the Aerospace Segment declined $72.3 million or 16% due substantially to the phase-out of the IGT business.25
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Comparison of 2003 and 2002 In 2003 Aerospace Segment revenues 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 IGT product line and to a lesser extent the cargo-handling systems and precision-machined components product lines. These declines were tempered by an increase in repair products 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-handling systems and precision-machined components were adversely impacted by volume declines and continued pricing pressures. Margins of repair products and services declined due to the unfavorable product mix. In 2003, assets increased $11.0 million or 2% due substantially to currency fluctuations.Liquidity and Capital Resources Operating activities provided net cash of approximately $254.5 million during 2004. Changes in our operating assets and liabilities during 2004 resulted in a net cash inflow of $13.9 million. The most significant changes were an increase in accounts payable and accrued expenses and a decrease in inventories, offset, in part, by an increase in accounts receivable and a decrease in income taxes payable. The increase in accounts payable and accrued expenses was due primarily to increased accruals associated with the restructuring and divestiture program. The decrease in inventories was the result of our focus on improved working capital management. The increase in accounts receivable was largely a result of increased business levels and the HudsonRCI acquisition. The decrease in income taxes payable was a result of tax deductions associated with the restructuring and divestiture program, for which the cash benefits will be received in 2005. Our financing activities during 2004 consisted primarily of the receipt of $511.6 million in gross proceeds from long-term borrowings, primarily for the acquisition of HudsonRCI. This amount is offset by a decrease in notes payable and current borrowings of $137.8 million and a reduction in long-term borrowings of $77.9 million, driven by improved operating cash flow, proceeds from the disposition of businesses and lower year-over-year capital spending. Our investing activities during 2004 consisted primarily of payments for businesses acquired of $458.5 million. We had net cash used in discontinued operations of $7.0 million in 2004. See the “Interest Rate Risk” section of Item 7A on page 28 for additional information regarding interest rates and borrowings. Operating activities provided net cash of approximately $225.1 million during 2003. Changes in our operating assets and liabilities during 2003 resulted in a net cash outflow of $17.8 million. The most significant change was an increase in accounts receivable, offset, in part, by an increase in income taxes payable. Accounts receivable growth was in line with volume improvement as accounts receivable as a percentage of fourth quarter revenues remained flat. Our financing activities during 2003 consisted primarily of a reduction in long-term borrowings of $37.5 million, offset, in part, by an increase in notes payable and current borrowings of $35.1 million. During 2003, we also paid $30.9 million in dividends. Our investing activities during 2003 consisted primarily of payments for businesses acquired of $85.2 million and capital expenditures of $80.4 million. We had net cash used in discontinued operations of $23.2 million in 2003. Operating activities provided net cash of approximately $198.2 million during 2002. Changes in our operating assets and liabilities during 2002 resulted in a net cash outflow of $29.5 million. The most significant change was an increase in inventory, offset, in part, by an increase in income taxes payable. Inventory increased in connection with new wide-body cargo-handling systems, repair products and services programs and IGT aftermarket parts products. Our financing activities during 2002 consisted primarily of26
26
reductions of $74.6 million in notes payable and current borrowings and $34.2 million in long-term borrowings, offset, in part, by the receipt of $53.0 million in gross proceeds from long-term borrowings. During 2002, we also paid $27.9 million in dividends. Our investing activities during 2002 consisted primarily of capital expenditures of $80.6 million and payments for businesses acquired of $57.2 million. We had net cash used in discontinued operations of $2.2 million in 2002. In addition to the cash generated from operations we have approximately $285 million in committed and $115 million in uncommitted unused lines of credit available. The availability of the lines of credit is dependent upon us maintaining our strong financial condition including our 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, $240 million of retained earnings was available for dividends at December 26, 2004. Fixed rate borrowings comprised 60% of total borrowings at December 26, 2004. Approximately 29% of our total borrowings of $788 million are denominated in currencies other than the U.S. dollar, principally the euro, providing a natural hedge against fluctuations in the value of assets outside the United States. The following table provides our net debt to total capital ratio:
27
Contractual obligations at December 26, 2004 are as follows:
28
Variable interest rates shown below are weighted average rates of the debt portfolio. For the swaps, notional amounts and related interest rates are shown by year of maturity.
29
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.Item 9A.Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. (b) Management’s Report on Internal Control Over Financial Reporting Our management’s report on internal control over financial reporting is set forth in page F-2 of this Annual Report on Form 10-K and is incorporated by reference herein. (c) Change in Internal Control over Financial Reporting No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Item 9B.Other Information None.PART IIIItem 10.Directors and Executive Officers of the Registrant For information with respect to our 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 our Proxy Statement for our 2005 Annual Meeting, which information is incorporated herein by reference. The Proxy Statement for our 2005 Annual Meeting will be filed within 120 days of the close of our fiscal year. For information with respect to our Executive Officers, see Part I of this report on page 13, which information is incorporated herein by reference.Item 11.Executive Compensation 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 our Proxy Statement for our 2005 Annual Meeting, which information is incorporated herein by reference.30
30
Item 12.Security Ownership of Certain Beneficial Owners and Management See “Security Ownership of Certain Beneficial Owners and Management,” “Election Of Directors” and “Nominees For The Board of Directors” in our Proxy Statement for our 2005 Annual Meeting, which information is incorporated herein by reference. The following table sets forth certain information as of December 26, 2004 regarding our 1990 Stock Compensation Plan, 2000 Stock Compensation Plan and Global Employee Stock Purchase Plan:
31
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. TELEFLEX INCORPORATED By: /s/ Jeffrey P. Black Jeffrey P. Black President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the date indicated below. By: /s/ Martin S. Headley Martin S. Headley Executive Vice President and Chief Financial Officer (Principal Financial Officer) By: /s/ James V. Agnello James V. Agnello Controller and Chief Accounting Officer (Principal Accounting Officer)
32
TELEFLEX INCORPORATEDINDEX TO CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTS
F-1
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Teleflex Incorporated and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 26, 2004. In making this assessment, management used the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 26, 2004, the Company’s internal control over financial reporting was effective. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 26, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders of Teleflex Incorporated: We have completed an integrated audit of the 2004 consolidated financial statements of Teleflex Incorporated and its subsidiaries and of its internal control over financial reporting as of December 26, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.Consolidated financial statements and financial statement schedule In our opinion, the consolidated financial statements listed in the accompanying index, present fairly, in all material respects, the financial position of Teleflex Incorporated and its subsidiaries at December 26, 2004 and December 28, 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 26, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with 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. An audit of financial statements 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, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.Internal control over financial reporting Also, in our opinion, management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, appearing on page F-2, that the Company maintained effective internal control over financial reporting as of December 26, 2004 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2004, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the 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 effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlF-3
F-3
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.PricewaterhouseCoopers LLPPhiladelphia, PennsylvaniaMarch 7, 2005F-4
F-4
TELEFLEX INCORPORATED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
F-5
TELEFLEX INCORPORATED AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
F-6
TELEFLEX INCORPORATED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
F-7
TELEFLEX INCORPORATED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
F-8
TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share)Note 1 —Summary of significant accounting policies Consolidation: The consolidated financial statements include the accounts of Teleflex Incorporated and its subsidiaries (the “Company”). Intercompany transactions are eliminated in consolidation. Investments in affiliates over which the Company has significant influence but not a controlling equity interest are carried on the equity basis. Investments in affiliates over which the Company does not have significant influence are accounted for by the cost method. These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and include management’s estimates and assumptions that affect the recorded amounts. During the fourth quarter of 2004, the Company eliminated the one-month lag for certain of its foreign operations to coincide with the timing of reporting for all of the Company’s other operations. As a result, the Company’s consolidated results for 2004 include the results of those operations for the month of December 2003 and the entire twelve months of 2004, whereas the Company’s consolidated results for 2003 include the results of those operations for the month of December 2002 and the first eleven months of 2003. This change increased the Company’s consolidated revenues for 2004 by $16,879 and reduced the Company’s consolidated income from continuing operations before taxes and minority interest for 2004 by $1,114. See Note 16 for a description of discontinued operations. Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair values: The estimated fair value amounts presented in these consolidated financial statements have been determined by the Company using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Such fair value estimates are based on pertinent information available to management as of December 26, 2004 and December 28, 2003, and have not been comprehensively revalued for purposes of these consolidated financial statements since such dates. Cash and cash equivalents: All highly liquid debt instruments with an original maturity of three months or less are classified as cash equivalents. At December 26, 2004 and December 28, 2003, the Company had no cash equivalents. Accounts receivable: Accounts receivable represents amounts due from customers related to the sale of products. An allowance for doubtful accounts is maintained and represents the Company’s estimate of probable losses on realization of the full receivable. The allowance is provided at such time that management believes reasonable doubt exists that such balances will be collected within a reasonable period of time. The allowance is based on the Company’s historical experience, the period an account is outstanding, the financial position of the customer and information provided by credit rating services. The allowance for doubtful accounts was $11,296 and $9,273 as of December 26, 2004 and December 28, 2003, respectively.F-9
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Inventories: Inventories are valued at the lower of average cost or market. Elements of cost in inventory include raw materials, direct labor, and manufacturing overhead. In estimating market value, the Company evaluates inventory for excess and obsolete quantities based on estimated usage and sales. Property, plant and equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation. Costs incurred to develop internal-use computer software during the application development stage generally are capitalized. Costs of enhancements to internal-use computer software are capitalized, provided that these enhancements result in additional functionality. Other additions and those improvements which increase the capacity or lengthen the useful lives of the assets are also capitalized. With minor exceptions, straight-line composite lives for depreciation of property, plant and equipment are as follows: buildings — 20 to 40 years; machinery and equipment — 8 to 12 years. Repairs and maintenance costs are expensed as incurred. Goodwill and other intangible assets: Goodwill and other intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually. Impairment losses, if any, are recorded as part of income from operations. Two-step impairment tests are performed in the fourth quarter, or more frequently if there is a triggering event. Business combinations can also result in the recognition of intangible assets. The Company performed its annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarters of 2003 and 2002 and determined that there were no impairments. In connection with the Company’s restructuring and divestiture program, the Company determined in the fourth quarter of 2004 that a portion of its goodwill was impaired and recorded a charge of $18.6 million, $14.1 million of which was included in restructuring costs and $4.5 million of which was included in discontinued operations. The Company performed an annual impairment test of its remaining recorded goodwill and indefinite-lived intangible assets in the fourth quarter of 2004 and found no instances of impairment. Intangible assets consisting of intellectual property, customer lists and distribution rights are being amortized over their estimated useful lives, which range from 4 to 30 years, with a weighted average amortization period of 12 years. The Company continually evaluates the reasonableness of the useful lives of these assets. Long-lived assets: The ability to realize long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including undiscounted cash flow and profitability projections that incorporate, as applicable, the impact on the existing business. The analyses necessarily involve significant management judgment. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Product Warranty Liability: 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. The Company estimates its warranty liability based on historical trends of units sold, recourse provisions against third parties, the status of existing claims, recall programs and communication with customers. Foreign currency translation: Assets and liabilities of non-domestic subsidiaries denominated in local currencies are translated into U.S. dollars at the rates of exchange at the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The resultant translation adjustments are reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity.F-10
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Derivative financial instruments: The Company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in interest rates and foreign currency exchange rates. All derivatives are recognized on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in earnings or other comprehensive income (loss), based on whether the instrument is designated as part of a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income (loss) are reclassified to earnings in the period in which earnings are affected by the underlying hedged item. Stock-based compensation: Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, compensation expense for stock options and restricted stock issued to employees is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the amount an employee must pay to acquire the stock. The following table illustrates the pro forma net income and earnings per share for 2004, 2003 and 2002 as if compensation expense for stock options issued to employees had been determined consistent with SFAS No. 123:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except for subsidiaries in which earnings are deemed to be permanently invested. Pensions and other postretirement benefits: The Company provides a range of benefits to eligible employees and retired employees, including pensions and postretirement health care. The Company records annual amounts relating to these plans based on calculations which include various actuarial assumptions such as discount rates, assumed rates of return on plan assets, compensation increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. As required, the effect of the modifications is generally recorded or amortized over future periods. Restructuring costs: Restructuring costs, which include termination benefits, contract termination costs, asset impairments and other restructuring costs are recorded at estimated fair value. Key assumptions in calculating the restructuring costs include the anticipated sales price for discontinued operations, the terms that may be negotiated to exit certain contractual obligations, the realizable value of certain assets associated with discontinued product lines and the timing of employees leaving the company. Revenue recognition: The Company recognizes revenues from product sales or services provided when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured. This generally occurs when products are shipped or services rendered upon customers’ acceptance. Revenues from product sales, net of estimated returns, warranty and other allowances based on historical experience and current trends, are recognized upon shipment of products to customers. Revenues from services provided are recognized as the services are rendered and comprised less than 10% of total revenues for all periods presented. Revenues from longer term construction contracts are accounted for based on the percentage of completion method and comprised 2% or less of total revenues for all periods presented. Reclassifications: Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to those classifications used in the current year.Note 2 —New accounting standards Variable interest entities: In December 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No. 46(R), “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,” which replaced FIN No. 46, “Consolidation of Variable Interest Entities,” and clarifies the application of Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company adopted the provisions of the interpretation during 2004 using fair value appraisals and it did not have a material impact on the Company’s financial position, results of operations or cash flows. In applying the interpretation, four previously non-consolidated entities with a net investment of $10,000 were consolidated in the December 26, 2004 consolidated financial statements.F-12
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Following the consolidation of certain variable interest entities, the Company has determined that it is appropriate to separately identify and reclassify for all periods presented minority interest and minority interest in equity for all of its consolidated, but not wholly-owned, subsidiaries. The minority interest in consolidated subsidiaries previously included within selling, engineering and administrative expenses totaled $16,534 and $16,184 for 2003 and 2002, respectively. The minority interest in equity of consolidated affiliates previously included within other liabilities totaled $63,443 for 2003. These reclassifications have no impact on previously reported net income or equity. Medicare prescription drug costs: On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“the Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare Part D, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The Company sponsors medical programs for certain of its U.S. retirees. In April 2004, the FASB issued Staff Position (“FSP”) No. FAS 106-2 to address the accounting and disclosure requirements related to the Act. FSP No. FAS 106-2 is effective for interim or annual periods beginning after June 15, 2004. The Company adopted this provision during 2004 and it did not have a material impact on the Company’s financial position, results of operations or cash flows. On January 21, 2005, the Centers for Medicare and Medicaid Services (“CMS”) released the final regulations (the “Regulations”) implementing the Act. Generally, the Regulations are expected to cause more retiree health programs (or subgroups within such programs) to meet the Act’s actuarial equivalence standard (or to result in more years of expected actuarial equivalence) than had originally been expected when the Act was passed. The Company is currently evaluating the impact of the Regulations on the Company’s financial position, results of operations and cash flows. American Jobs Creation Act: On October 22, 2004 the American Jobs Creation Act (“the AJCA”) was signed into law. The AJCA includes a deduction of 85% of certain foreign earnings that are repatriated, as defined in the AJCA. The Company may elect to apply the repatriation provision included in the AJCA to certain qualifying earnings that are distributed during its calendar year ending 2005. The Company has started an evaluation of the effects of the repatriation provision; however the Company does not expect to be able to complete this evaluation until after it has concluded on a number of factors. Such factors include, but are not limited to, a final decision with respect to divestiture alternatives currently under consideration and a determination of the distributable reserves position of certain non-U.S. subsidiaries. Further, the Company does not expect to be able to complete its evaluation until after Congress or the Treasury Department provide additional clarifying language on certain elements of the repatriation provision. The Company expects to be able to complete its evaluation within a reasonable period following the resolution of the outstanding issues and the issuance of clarifying language. The deduction is subject to a number of limitations and requirements, including adoption of a specific domestic reinvestment plan for the repatriated funds. Based on a current understanding of the AJCA, the Company believes that it may repatriate from $0 to approximately $400 million in dividends subject to the elective 85% dividends received deduction, generating a corresponding tax expense from $0 to $46 million. The Company expects to confirm its understanding of this provision and may seek the required corporate officer and Board of Directors approvals of the requisite domestic reinvestment plan within the timeframe that the deduction is available. Inventory Costs: In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4,” which clarifies the types of costs that should be expensed rather than capitalized as inventory. This statement also clarifies the circumstances under which fixed overhead costs associated with operating facilities involved in inventory processing should be capitalized. The provisions of SFAS No. 151 areF-13
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)effective for fiscal years beginning after June 15, 2005. The Company does not expect the provisions of this statement to have a material impact on the Company’s financial position, results of operations or cash flows. Stock-Based Compensation: In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which establishes accounting standards for transactions in which an entity receives employee services in exchange for (a) equity instruments of the entity or (b) liabilities that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of equity instruments. SFAS No. 123(R) requires an entity to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees in the statement of income. The statement also requires that such transactions be accounted for using the fair-value-based method, thereby eliminating use of the intrinsic value method of accounting in APB No. 25, “Accounting for Stock Issued to Employees,” which was permitted under Statement 123, as originally issued. SFAS No. 123(R) is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company is currently evaluating the impact of Statement 123(R) on the Company’s financial position, results of operations and cash flows. Exchanges of Nonmonetary Assets: In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions,” is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This statement amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect the provisions of this statement to have a material impact on the Company’s financial position, results of operations or cash flows.Note 3 —AcquisitionsAcquisition of Hudson Respiratory Care, Inc. On July 6, 2004, the Company completed the acquisition of all of the issued and outstanding capital stock of Hudson Respiratory Care Inc. (“HudsonRCI”), a provider of disposable medical products for respiratory care and anesthesia, for $457,499. The results for HudsonRCI are included in the Company’s Medical Segment.F-14
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The acquisition has been accounted for using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations.” The following table presents the allocation of purchase price for the HudsonRCI acquisition based on estimated fair values:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The unaudited pro forma results of operations for the twelve months ended December 26, 2004 and December 28, 2003 each include $25,686 of expenses, or $0.63 and $0.64 per share, respectively, incurred by HudsonRCI in contemplation of the transaction. These expenses include bonus and stock option settlement expenses, professional fees, broker fees and insurance costs. In connection with this acquisition, the Company has formulated a plan related to the future integration of the acquired entity. The integration activities began during the due diligence process and are expected to be completed no later than twelve months after the acquisition. The Company has accrued estimates for certain costs, related primarily to personnel reductions and facility closings and the termination of certain distribution agreements at the date of acquisition, in accordance with Emerging Issues Task Force (“EITF”) Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” The amount accrued for these future integration costs is $22,002, including a reserve adjustment of $1,420. Set forth below is the detail of integration costs:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) During 2002, the Company recorded an aggregate pre-tax gain of $10,085 resulting from the sale of 50% of one of its investments, the sale of a minor non-core business in its Medical Segment and the receipt of insurance proceeds related to a building and inventory that incurred weather related damage.Note 5 —Restructuring During the fourth quarter of 2004, the Company announced and commenced implementation of a restructuring and divestiture program designed to improve future operating performance and position the Company for earnings growth in the years ahead. The planned actions include exiting or divesting of non-core or low performing businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services. Certain costs associated with the restructuring and divestiture program are not included in restructuring costs. All inventory adjustments that resulted from the restructuring and divestiture program and certain other costs associated with closing out businesses during the fourth quarter of 2004 are included in materials, labor and other product costs and totaled $17,040, of which $4,537, $0 and $12,503 was attributed to the Company’s Commercial, Medical and Aerospace segments, respectively. For 2004, the charges associated with the restructuring and divestiture program by segment that are included in restructuring costs were as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) At December 26, 2004, the accrued liability associated with the restructuring and divestiture program consisted of the following:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Note 8 —Goodwill and other intangible assets Changes in the carrying amount of goodwill, by operating segment, for 2004 are as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Note 9 —Borrowings Long-term borrowings at year end consisted of the following:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table provides financial instruments activity included as part of accumulated other comprehensive income:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) A summary of the status and changes of shares subject to options outstanding and the related average prices per share follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table summarizes the U.S. and non-U.S. components of income from continuing operations before taxes and minority interest:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Significant components of the deferred tax assets and liabilities at year end were as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Note 13 —Pension and other postretirement benefits The Company has a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S. employees. The defined benefit pension plans are noncontributory. The benefits under these plans are based primarily on years of service and employees’ pay near retirement. The Company’s funding policy for U.S. plans is to contribute annually, at a minimum, amounts required by applicable laws and regulations. Obligations under non-U.S. plans are systematically provided for by depositing funds with trustees or by book reserves. The parent Company and certain subsidiaries provide medical, dental and life insurance benefits to pensioners and survivors. The associated plans are unfunded and approved claims are paid from Company funds. Net benefit cost of pension and postretirement benefit plans consisted of the following:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Summarized information on the Company’s pension and postretirement benefit plans, measured as of year end, and the net amount recognized on the consolidated balance sheet were as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The weighted average assumptions for U.S. and foreign plans used in determining benefit obligations as of year end:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The Company’s expected benefit payments for U.S. and foreign plans for each of the five succeeding years and the aggregate of the five years thereafter is as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Future minimum lease payments (including residual value guarantee amounts) under noncancelable operating leases are as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)U.S. District Court for the Northern District of Georgia. The suit alleges that Rüsch’s manufacture and sale of a catheter infringed upon a common law trademark held by the plaintiffs. A jury verdict in the amount of $2,600 as “reasonable royalty” and an additional $32,200 as “unjust enrichment.” was rendered against Rüsch in February 2004. In 2005, the trial judge entered an order rejecting the jury award against Rüsch. In February 2005, the plaintiff filed a notice of its intent to appeal this decision. The Company cannot predict whether the appeal will be successful or whether any judgment against Rüsch will be awarded. Accordingly, no accrual has been recorded in the Company’s consolidated financial statements. Other: The Company has various purchase commitments for materials, supplies and items of permanent investment incident to the ordinary conduct of business. In the aggregate, such commitments are not at prices in excess of current market.Note 15 —Business segments and other information The Company has determined that its reportable segments are Commercial, Medical and Aerospace. This assessment reflects the aggregation of businesses which have similar products and services, manufacturing processes, and to a lesser extent, customers and distribution channels, and is consistent with both internal management reporting and resource and budgetary allocations. The Commercial Segment principally designs, manufactures and distributes engineered products in the technical areas of driver control, motion control, power and vehicle management and fluid management. The Company’s products are used by a wide range of markets including the passenger and light truck, marine, recreational, mobile power equipment, military, agricultural and construction vehicle, truck and bus and various other industrial equipment sectors. The Medical Segment businesses develop, manufacture and distribute disposable medical products, surgical instruments and medical devices, and specialty devices that support health-care providers and medical equipment manufacturers. The Company’s products are largely sold and distributed to hospitals and health-care providers in a range of clinical settings. The Aerospace Segment businesses develop and provide repair products and services for flight and ground-based turbine engines, manufacture and distribute precision-machined components, design, manufacture and market cargo-handling systems and provide advanced surface treatments to commercial aviation, military, power generation and industrial markets worldwide.F-30
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Information about continuing operations by business segment is as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)interest. Corporate expenses, net gains from asset sales and net insurance proceeds, restructuring costs, interest expense and taxes on income are excluded from the measure. (2) Identifiable corporate assets include cash, investments in unconsolidated entities, property, plant and equipment and deferred tax assets primarily related to pension and retiree medical plans. Information about continuing operations in different geographic areas is as follows:
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TELEFLEX INCORPORATED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Concluded) The discontinued operations components of the amounts reflected in the consolidated balance sheets are as follows:
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Quarterly Data (Unaudited)
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third and fourth quarters of 2004, respectively, and totaled $3,789, $4,529, $3,757 and $4,459 for the first, second, third and fourth quarters of 2003, respectively. (3) The sum of the quarterly per share amounts may not equal per share amounts reported for year-to-date periods. This is due to changes in the number of weighted average shares outstanding and the effects of rounding for each period.F-35
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TELEFLEX INCORPORATEDSCHEDULE II — VALUATION AND QUALIFYING ACCOUNTSALLOWANCE FOR DOUBTFUL ACCOUNTS
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INDEX TO EXHIBITS The following exhibits are filed as part of, or incorporated by referenced into, this report: