8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) April 21, 2005

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-5353	23-1147939
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

155 South Limerick Road, Limerick, Pennsylvania			19468
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

PRO FORMA SEGMENT RESULTS OF OPERATIONS TO REFLECT DISCONTINUED OPERATIONS

INVESTOR CONFERENCE CALL SLIDE PRESENTATION

Item 2.02. Results of Operations and Financial Condition.

     During a conference call scheduled to be held at 10:00 a.m. EST on April 21, 2005, the Company will discuss its financial results for the first quarter of 2005. In connection with this discussion, the Company plans to reference certain financial information reflecting pro forma segment results of operations for 2004 to reflect discontinued operations, which will be made available in advance of the call through the Company’s website. A copy of such financial information is furnished as Exhibit 99.1 to this Current Report.

     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 7.01. Regulation FD Disclosure

     In connection with the conference call to be held by the Company on April 21, 2005 to discuss its financial results for the first quarter of 2005, the Company plans to reference a slide presentation, which will be made available in advance of the call through the Company’s website. The slide presentation is furnished as Exhibit 99.2 to this Current Report.

     In addition to the financial information included in the slide presentation that has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), the slide presentation includes information regarding free cash flow and certain income measures which exclude the effect of restructuring and other costs associated with the Company’s restructuring and divestiture program, which are non-GAAP financial measures. The slide presentation includes a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

     Management believes that free cash flow is a useful measure of cash performance because it provides a meaningful representation of those cash flows, both operating and capital, that are associated with the Company’s operations. In addition, management believes that the use of income measures that exclude the effect of retructuring and other costs associated with the Company’s restructuring and divstitute program provides 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. 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 7.01 of this Current Report, including Exhibit 99.2 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.

     (c) Exhibits.

99.1	Pro Forma Segment Results of Operations to Reflect Discontinued Operations
99.2	Investor Conference Call Slide Presentation

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 21, 2005	TELEFLEX INCORPORATED
	By:	/s/ Martin S. Headley
		Name:	Martin S. Headley
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Pro Forma Segment Results of Operations to Reflect Discontinued Operations
99.2	Investor Conference Call Slide Presentation

EX-99.1

Exhibit 99.1

Teleflex Incorporated
Pro forma Segment Results of Operations
To Reflect Discontinued Operations

	2004 - (Unaudited)
													Full
	Q1			Q2			Q3			Q4			Year
Revenues
Commercial	$	313,347		$	322,568		$	267,620		$	297,313		$	1,200,848
Medical		150,600			158,245			204,824			232,526			746,195
Aerospace		115,742			113,697			105,858			117,914			453,211
	$	579,689		$	594,510		$	578,302		$	647,753		$	2,400,254
Operating profit (*)
Commercial	$	31,716		$	36,201		$	16,542		$	21,206		$	105,665
Medical		22,906			26,498			30,465			37,296			117,165
Aerospace		1,447			(5,515	)		2,512			(8,963	)		(10,519	)
		56,069			57,184			49,519			49,539			212,311
Corporate expenses		6,561			6,527			7,585			11,215			31,888
Minority interest in consolidated subsidiaries		(4,112	)		(4,764	)		(4,457	)		(5,886	)		(19,219	)
(Gain) loss on sale of businesses and assets		—			(5,083	)		563			1,787			(2,733	)
Restructuring costs		—			—			—			67,618			67,618
Income (loss) from continuing operations before interest, taxes and minority interest		53,620			60,504			45,828			(25,195	)		134,757
Interest expense		6,775			6,145			12,590			11,608			37,118
Income (loss) from continuing operations before taxes and minority interest		46,845			54,359			33,238			(36,803	)		97,639
Tax (benefit) on income from continuing operations		11,138			13,487			5,249			(16,868	)		13,006
Income (loss) from continuing operations before minority interest		35,707			40,872			27,989			(19,935	)		84,633
Minority interest in consolidated subsidiaries		4,112			4,764			4,457			5,886			19,219
Income (loss) from continuing operations		31,595			36,108			23,532			(25,821	)		65,414
Operating loss from discontinued operations		(1,800	)		(2,144	)		(7,639	)		(57,180	)		(68,763	)
Tax (benefit) from discontinued operations		323			(201	)		(1,600	)		(11,388	)		(12,866	)
Net income	$	29,472		$	34,165		$	17,493		$	(71,613	)	$	9,517
Earnings per share:
Basic:
Income (loss) from continuing operations		0.79			0.90			0.58			(0.64	)		1.63
Loss from discontinued operations		(0.05	)		(0.05	)		(0.15	)		(1.13	)		(1.39	)
Net income		0.74			0.85			0.43			(1.77	)		0.24
Diluted:
Income (loss) from continuing operations		0.78			0.89			0.58			(0.64	)		1.62
Loss from discontinued operations		(0.05	)		(0.05	)		(0.15	)		(1.13	)		(1.38	)
Net income		0.73			0.84			0.43			(1.77	)		0.24
Average number of common and common equivalent shares outstanding:
Basic		39,990			40,195			40,273			40,361			40,205
Diluted		40,457			40,538			40,414			40,571			40,495

(*) Segment operating profit is defined as a segment’s revenues reduced by its materials, labor and other products costs along with the segment’s selling, engineering and administrative expenses and minority interest. Corporate expenses, (gain) loss on sale of businesses and assets, restructuring costs, interest expense and taxes are excluded from this measure.

These discontinued operations have not historically been separately identified, consolidated and audited as presented in this schedule.

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.

EX-99.2

Exhibit 99.2

Teleflex Incorporated First Quarter 2005 Earnings Conference Call

Forward Looking Statements This presentation and our discussion contain forward-looking information and statements including, but not limited to, such matters as business strategies, market trends, future financial performance, forecast of diluted earnings per share, forecast of cash flow from operations, cost of restructuring actions, gain or loss from divestitures, and other matters which inherently involve risks and uncertainties which could cause actual results to differ from those projected or implied in the forward-looking statements. Please refer to the Company's SEC filings including its most recent Form 10K. This presentation includes certain non-GAAP financial measures. The reconciliation of those measures to the most comparable GAAP measures is contained within this presentation. Segment operating profit is defined as a segment's revenues reduced by its materials, labor, and other product costs along with the segment's selling, engineering, and administrative expenses and minority interest. Corporate expenses, restructuring costs, interest expense and taxes on income are excluded from the measure.

Jeff Black President and Chief Executive Officer

First Quarter Results Earnings from continuing operations - in line with plans for year Aerospace and Medical - double-digit operating profit improvement before restructuring and one-time charges Commercial operating profit declined as previously forecasted Accelerating cash flow 1Q 2005 1Q 2004 Operating cash flow $59.4 million $16.8 million Free cash flow $36.9 million ($ 5.7) million Strong balance sheet Cash: $165.4 million Net debt to total cap: 32.6% Excellent management of working capital assets

First Quarter Revenue Solid revenue growth 8% in Q1 (3% core growth) Orders for Teleflex overall up 11% Commercial 5% core revenue growth driven by marine OEM and industrial OEM products Automotive revenues decreased as planned Revenues down 3% on an absolute basis due primarily to divestitures Medical 7% core revenue growth Good growth in specialty devices, disposables in Europe HudsonRCI acquisition continues to drive revenue growth Aerospace Revenues down 5% Core growth in repairs and cargo handling offset by declines related to exit of IGT

2005 Strategic Actions Execution of restructuring and divestiture program (announced November 2004) Actively marketing automotive pedal systems business Facility consolidation plans continue on track - phased closures began in Q1 Benefit of restructuring actions expected in latter half of 2005

Restructuring Charges

Portfolio Actions Portfolio transition program Q1: Successful divestiture of Sermatech International (historical earnings of this business now reported as discontinued operations) Balance of 2005: Other businesses as appropriate

2005 Outlook Core businesses performing well Commercial Moderate margin improvement 2004 divestitures impact top line Modest core revenue growth expectations Modest expectations from automotive Medical Strong and improving operating margins HudsonRCI integration ahead of schedule Phased restructuring continues throughout the year Aerospace Improving markets, orders up Exit of IGT drives favorable year-over-year comps

Range: $3.60 - $3.80 $2.76 - $3.00 2005 Outlook (Continued) Diluted earnings per share from continuing operations excluding special charges: Diluted earnings per share from continuing operations including special charges: Note: Outlook does not include gains, losses and other costs associated with further portfolio actions.

Martin Headley Executive Vice President and Chief Financial Officer

Q1 Summary of Continuing and Discontinued Operations

$12.9 million of Q1 restructuring due to write down of net realizable value for pedal systems business Modest amount of restructuring recognized for continuing operations in Q1 as much of current activity was accrued in Q4 2004 Total charges, including discontinued ops, now expected in the $203 to $211 million range Cash restructuring costs for 2005 remain in line with previous estimates Restructuring and Divestiture Charges

Summary Financial Performance Solid revenue growth Stable gross margins and operating margins

Continued careful management of working capital and capital expenditures Free cash flow reinvested in continued debt reduction 1Q 2005 - Strong Cash Flow

Asset Velocity Investment in inventory to support product line relocation

Strong Balance Sheet for Future Growth

1Q 2005 Results Commercial Segment Revenues down 3% Down 10% due to 2004 divestitures Offset by core growth of 5% and 2% impact of currency Operating profits: Good operating results from OEM businesses Automotive as forecasted Significant improvement in alternative fuels business * Operating Profits exclude all special charges relating to the restructuring program

1Q 2005 Results Medical Segment Revenues up 41% 7% core growth 30% acquisitions Gains in specialty devices, disposable medical products European sales strong Operating profits: HudsonRCI acquisition Core volume gains Modest impact of restructuring actions - major impact to come in 2H '05 * Operating Profits exclude all special charges relating to the restructuring program

1Q 2005 Results Medical Segment Revenues up 41% 7% core growth 30% acquisitions Gains in specialty devices, disposable medical products European sales strong Operating profits: HudsonRCI acquisition Core volume gains Modest impact of restructuring actions - major impact to come in 2H '05 * Operating Profits exclude all special charges relating to the restructuring program

- Revenues decline 5% Core growth in repairs New system sales for narrow and wide body cargo handling Revenues decline $9 million on wind-down of industrial gas turbine Adjusted operating profits: Pruning of problematic precision machined components business driving better operating results 1Q 2005 Results Aerospace Segment Aerospace Adjusted Operating Profit excludes $2 million of special charges relating to the restructuring program

Deliver good operating results from continuing operations Continue transition to shared services model Position core businesses for growth Generate strong cash flow to invest in new opportunities Actions initiated in 2004 will drive strong financial results this year 2005 Plan