UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2011
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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1-5353
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23-1147939 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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155 South Limerick Road,
Limerick, Pennsylvania
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19468 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (610) 948-5100
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01. Results of Operations and Financial Condition.
On February 24, 2011, Teleflex Incorporated (the Company) issued a press release (the Press
Release) announcing its financial results for the fourth quarter and year ended December 31, 2010.
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report.
In addition to the financial information included in the Press Release that has been prepared
in accordance with generally accepted accounting principles in the United States (GAAP), the
Press Release includes information regarding certain financial measures that exclude the effect of
special charges related to restructuring and impairment, losses and other charges related to
refinancing transactions, charges related to the Arrow acquisition, certain tax adjustments,
(gain)/loss on sale of assets and other charges, the impact of changes in accounting rules, an
income tax refund related to gains on a business divestiture, and intangible amortization expense,
which are non-GAAP financial measures. The Press Release includes a reconciliation of these
non-GAAP financial measures to the most directly comparable GAAP financial measures.
Management believes that the use of financial measures that exclude the effect of special
charges related to restructuring and impairment, losses and other charges related to refinancing
transactions, charges related to the Arrow acquisition, certain tax adjustments, (gain)/loss on
sale of assets and other charges, the impact of changes in accounting rules, an income tax refund
related to gains on a business divestiture, and intangible amortization expense provide useful
information to investors to facilitate the comparison of past and present operations, excluding
items that the Company does not believe are indicative of our ongoing operations. In addition,
management uses these financial measures for internal managerial purposes, when publicly providing
guidance on possible future results and to assist in our evaluation of period-to-period
comparisons. However, such non-GAAP measures should be considered in addition to, not as a
substitute for, or superior to other financial measures prepared in accordance with GAAP.
Additionally, such non-GAAP financial measures as presented by the Company may not be comparable to
similarly titled measures reported by other companies.
The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1
hereto, shall not be considered filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be
incorporated by reference into future filings by the Company under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly
sets forth in such future filing that such information is to be considered filed or incorporated
by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press Release, dated February 24, 2011 |