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)                 July 26, 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

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
PRESS RELEASE
PRO FORMA SEGMENT RESULTS OF OPERATIONS TO REFLECT DISCONTINUED OPERATIONS

Item 2.02. Results of Operations and Financial Condition.

     On July 26, 2005, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the second quarter. 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 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.

     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 restructuring 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.

     During a conference call scheduled to be held at 10:00 a.m. EST on July 27, 2005, the Company will discuss its financial results for the second 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 and for the first and second quarters of 2005 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 99.2 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 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1	Press Release
99.2	Pro Forma Segment Results of Operations to Reflect Discontinued Operations

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: July 27, 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	Press Release
99.2	Pro Forma Segment Results of Operations to Reflect Discontinued Operations

EX-99.1

Exhibit 99.1

Contact: Julie McDowell
Vice President
Corporate Communications
610-948-2836

FOR IMMEDIATE RELEASE July 26, 2005

TELEFLEX REPORTS SECOND QUARTER 2005 RESULTS
Revenues Up 11%, Core Growth Up 4%; Record Quarterly Earnings from Continuing Operations;
Record First Half Cash Flow from Operations.

Limerick, PA — Teleflex Incorporated (NYSE: TFX) today reported that revenues from continuing operations for the second quarter of 2005 increased 11 percent to $658.0 million, compared to $593.1 million for the second quarter of 2004. Income from continuing operations for the quarter was $38.3 million or 93 cents per diluted share. Income from continuing operations excluding special charges related to the restructuring and divestiture program was $42.6 million or $1.04 per diluted share, an increase of 17 percent over the prior year quarter. Income from continuing operations for the second quarter of 2004 was $36.2 million or 89 cents per diluted share.

     For the first half of 2005, cash flow from continuing operations increased to $162.9 million, up 48 percent compared to $110.0 million realized in the first six months of 2004. Free cash flow for the first six months was $117.4 million compared to $68.7 million in the same period of the prior year, an increase of 71 percent.

     Jeffrey P. Black, president and chief executive officer said, “This was an outstanding quarter for Teleflex. Solid execution on our operating plans delivered a significant increase in our Medical Segment margins, a turnaround for the Aerospace Segment, and growth on both the top and bottom line. Our operating model is producing strong free cash flow and we continue to improve our balance sheet and fundamentals. As a result of the strong first half performance, we are narrowing the full year outlook for earnings from continuing operations excluding special charges to $3.65 to $3.80.”

     Black continued, “We remain focused on the successful completion of our restructuring and divestiture initiatives and the Teleflex team has renewed its focus on the strategic actions we can take to position ourselves for future growth. With confidence in our potential for long-term growth and cash flow generation, the Board of Directors has authorized a $140 million share repurchase program also announced today.”

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Continuing Operations — First Six Months

     For the first six months of 2005, revenues from continuing operations increased 9 percent to $1.28 billion compared to revenues of $1.17 billion for the same period in 2004. Income from continuing operations for the first six months was $63.4 million or $1.55 per diluted share. Income from continuing operations excluding special charges related to the restructuring and divestiture program for the first six months was $73.8 million or $1.81 per diluted share. Income from continuing operations for the prior year was $68.0 million or $1.68 per diluted share.

Discontinued Operations

     Losses from discontinued operations for the second quarter of 2005 were $9.3 million or 23 cents per diluted share compared to a loss from discontinued operations of $2.1 million or 5 cents per diluted share in the second quarter of the prior year. These results include a further gain on sale of assets of $1.7 million related to the first quarter divestiture of Sermatech International. Results also include a charge of $11.1 million or 18 cents per diluted share related to a write down of assets planned for sale. The majority of this charge relates to the automotive pedal systems business with a smaller portion related to a small business in the Medical Segment that is planned for sale. After the end of the quarter, the Company announced the signing of an agreement to divest its automotive pedal systems business. This transaction is expected to close in the third quarter of 2005.

     For the first six months of 2005, income from discontinued operations was $4.3 million or 11 cents per diluted share as compared to a loss of $4.3 million or 11 cents per diluted share for the first six months of 2004.

Net Income

     Net income for the second quarter of 2005 was $29.0 million or 71 cents per diluted share compared to net income of $34.2 million or 84 cents per diluted share for the prior year period. Net income for the first six months of 2005 was $67.7 million or $1.66 per diluted share compared to net income of $63.6 million or $1.57 per diluted share for the same period of the prior year.

Second Quarter 2005 Results from Continuing and Discontinued Operations

     The following table reconciles income and diluted earnings per share from continuing and discontinued operations as reported to income and diluted earnings per share from continuing and discontinued operations excluding special charges and gain on sale of assets.

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	2Q Continuing Operations					2Q Discontinued Operations
	(dollars in thousands, except per share)
Income (loss) and diluted earnings (losses) per share	$	38,315		$	0.93	$	(9,342	)	$	(0.23	)
Special charges:
Restructuring and other costs		6,653					11,100
Income tax (benefit) on restructuring costs		(2,410	)				(3,725	)
Restructuring costs net of tax		4,243			0.10		7,375			0.18
Gain on sale of assets							(1,687	)
Income tax on gain on sale of assets							590
Gain on sale of assets, net of tax							(1,097	)		(0.03	)
Rounding					0.01					0.01
Income (loss) and diluted earnings (losses) per share excluding special charges	$	42,558		$	1.04	$	(3,064	)	$	(0.07	)

Restructuring and Divestiture Program

     The charges against continuing operations associated with the restructuring and divestiture program during the second quarter were $6.7 million and were incurred by segment as follows: Commercial $1.7 million, Medical $4.6 million and Aerospace $0.4 million.

     In addition, the Company expects to incur future restructuring costs over the next four quarters primarily in the Medical Segment with expected costs of $27.2 million to $34.0 million, with some smaller actions to be completed in the Commercial Segment costing between $0.8 million to $2.0 million.

     The projected total cost related to the restructuring and divestiture program continues to be in the range of $203 million to $211 million. The anticipated cash cost of the program is now expected to be between $68 million and $76 million a reduction from earlier projections of $83 million to $91 million due to the tight control of program costs.

Second Quarter 2005 Business Segment Commentary

     The following segment discussion excludes the impact of discontinued operations and items included in restructuring costs as disclosed in the condensed consolidated statements of income. For the second quarter of 2005, the Company’s overall revenue growth of 11 percent consisted of 4 percent from core growth, 2 percent from currency, 1 percent from consolidation of variable interest entities, and 8 percent from acquisitions, which were offset by a 4 percent decline from dispositions.

Medical Segment

     Medical Segment revenues increased 40 percent in the second quarter to $218.9 million from $156.8 million in the second quarter of 2004. The increase consisted of 4 percent from core growth, 3 percent from currency, 2 percent from the consolidation of variable interest entities, and 32 percent from acquisitions, offset by a 1 percent decline from dispositions.

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     Medical Segment revenues increased primarily as a result of increased volume for respiratory care and other disposable medical products and increased sales of specialty devices for medical device manufacturers. Sales of respiratory care products in the European market were particularly strong in the quarter as the Company benefited from the integration of the HudsonRCI and Rüsch product lines. The Segment also benefited from strong sales of specialty devices for the orthopedic market and other new products.

     Medical Segment operating profit increased 62 percent in the second quarter of 2005 to $43.4 million from $26.7 million in the second quarter of 2004. This increase was driven primarily by the strong contribution from the integration of HudsonRCI and also by improvements resulting from changes in the cost structure of the core Medical businesses.

Commercial Segment

     Commercial Segment revenues declined 2 percent in the second quarter of 2005 to $314.7 million from $322.6 million in the second quarter of 2004. Increases of 1 percent in core growth and 2 percent in currency were more than offset by a 5 percent decrease resulting from the disposition of non-core businesses. The Segment benefited from continued strength in its industrial OEM markets and the contribution of new driver control and power and vehicle management products. Sales of power and vehicle management products for the marine and recreational markets slowed when compared to the strong performance in the prior year.

     Commercial Segment operating profit declined 30 percent to $25.4 million from $36.2 million when compared to second quarter last year. This decline primarily reflects the impact of higher than expected costs incurred during the introduction of certain products in the recreational and industrial markets, the mix impact of increased volume for industrial products and lower-volume contributions from products for marine and recreational markets, and the impact of divestitures made in 2004.

Aerospace Segment

     Aerospace Segment revenues increased 9 percent in the second quarter of 2005 to $124.3 million from $113.7 million in the second quarter of 2004. Revenue growth was attributable to strong core growth in all three Aerospace businesses with increases in sales of repair products and services, cargo-handling systems and precision-machined components for aircraft engines.

     Aerospace Segment operating profit improved in the second quarter of 2005 to a profit of $6.6 million from a loss of $5.5 million in the second quarter of 2004. This increase was primarily the result of improvements in the precision-machined components and the cargo systems businesses and a reduction in losses resulting from the exit of the industrial gas turbine aftermarket services.

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Outlook

     Commenting on the outlook for 2005, Mr. Black said, “We are pleased with our performance in the first half and are looking to build on this momentum in the second half. On balance, we expect the second half to look a lot like the first half with additional gains coming from restructuring cost savings. With the restructuring program well underway, we have successfully controlled facility consolidation costs and made only minor adjustments to timing of the plan. We remain confident and look forward to continuing our progress in the coming months.”

     The Company anticipates diluted earnings per share from continuing operations excluding special charges for the full year 2005 will be in the range of $3.65 to $3.80 and expects reported earnings per share from continuing operations including such charges to be in the range of $3.06 to $3.25.

     The Company’s outlook does not take into consideration any potential impact of the $140 million share repurchase program also announced today.

     As previously announced, Teleflex will comment on its second quarter 2005 results on a conference call to be held Wednesday, July 27, at 10:00 a.m. (ET). The call will be available live and archived on the Company’s website at www.teleflex.com and accompanying charts will be posted prior to the call. An audio replay will be available from July 27 until August 1 by calling 888-286-8010 (US/Canada) or 617-801-6888 (International) and enter Passcode # 64887834.

Second Quarter Restructuring Costs from Continuing Operations

	Commercial		Medical		Aerospace		Total
	(dollars in thousands)
Severance and stay bonuses for terminated employees	$	1,123	$	1,052	$	67	$	2,242
Contract termination costs		70		451		—		521
Write down of certain asset values		156		120		—		276
Other restructuring costs		300		2,991		323		3,614
Total	$	1,649	$	4,614	$	390	$	6,653

     Total Projected Restructuring and Other Charges from Continuing and Discontinued Operations
     (dollars in thousands)

Severance and stay bonuses for Terminated employees	$	39,000	To	$	42,000
Write-down of certain asset values		135,000	To		135,000
Contract termination costs		11,000	To		13,000
Other restructuring costs		18,000	To		21,000
	$	203,000		$	211,000

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Additional Notes and Notes on Non-GAAP Financial Measures:
The Company has determined that it is appropriate to separately identify the following financial measures for all of its majority, but not wholly-owned subsidiaries. The minority interest in consolidated subsidiaries previously included in selling, engineering and administrative expenses totaled $4,764 and $8,876 for the three and six months ended June 27, 2004, respectively. These reclassifications have no impact on previously reported net income.

This press release addresses free cash flow and certain income measures which exclude the effect of restructuring and other costs associated with our restructuring and divestiture program, which may be considered non-GAAP financial measures. A table reconciling cash flow from operations to free cash flow is set forth below. A table reconciling income and diluted earnings per share from continuing and discontinued operations to income and diluted earnings per share from continuing and discontinued operations excluding special charges and gain on sale of assets is set forth above.

The reconciliation of cash flow from operations to free cash flow is as follows :

	YTD June 2005			YTD June 2004
	(dollars in thousands)
Cash flow from operations	$	162,912		$	109,978
Capital expenditures		(26,387	)		(24,613	)
Dividends		(19,097	)		(16,635	)
Free cash flow	$	117,428		$	68,730

Certain financial information is presented on a rounded basis which may cause minor differences.

Teleflex at a Glance:
Teleflex is a diversified industrial company with annual revenues of more than $2.4 billion. The Company designs, manufactures and distributes quality engineered products and services for the automotive, medical, aerospace, marine and industrial markets worldwide. Teleflex employs more than 20,000 people worldwide who focus on providing innovative solutions for customers. Additional information about Teleflex, including a recent archived conference call with analysts and investors, can be obtained from the Company’s website on the Internet at www.teleflex.com.

Caution Concerning Forward-looking information:
This press release contains forward-looking statements, including, but not limited to, statements relating to projected costs of the restructuring program; anticipated divestitures and portfolio adjustments; forecasted 2005 diluted earnings from continuing operations excluding special charges related to restructuring and divestiture; forecasted 2005 diluted earnings per share from continuing operations; anticipated cash flow from operations and improving financial performance; and anticipated benefits from the restructuring and divestiture program; the integration of HudsonRCI and previously discussed portfolio actions. Actual results could differ materially from those in these forward-looking statements 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 restructuring programs; costs and length of time required to comply with legal requirements applicable to certain aspects of the restructuring program; unanticipated difficulties in connection with consolidation of manufacturing and administrative functions; customer reaction to the program; and other factors described in Teleflex’s filings with the Securities and Exchange Commission.

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TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three Months Ended
	June 26,			June 27,
	2005			2004
	(Dollars and shares in thousands,
	except per share)
Revenues	$	657,959		$	593,111
Materials, labor and other product costs		467,441			423,466
Gross profit		190,518			169,645
Selling, engineering and administrative expenses		116,219			114,014
Gain on sales of businesses and assets		—			(5,083	)
Restructuring costs		6,653			—
Income from continuing operations before interest, taxes and minority interest		67,646			60,714
Interest expense, net		10,565			6,145
Income from continuing operations before taxes and minority interest		57,081			54,569
Taxes on income from continuing operations		13,585			13,561
Income from continuing operations before minority interest		43,496			41,008
Minority interest in consolidated subsidiaries		5,181			4,764
Income from continuing operations		38,315			36,244
Operating loss from discontinued operations (including gain on disposal of $1,687 and $0, respectively)		(13,708	)		(2,354	)
Tax (benefit) from discontinued operations		(4,366	)		(275	)
Loss from discontinued operations		(9,342	)		(2,079	)
Net income	$	28,973		$	34,165
Earnings per share:
Basic:
Income from continuing operations	$	0.94		$	0.90
Loss from discontinued operations	$	(0.23	)	$	(0.05	)
Net income	$	0.71		$	0.85
Diluted:
Income from continuing operations	$	0.93		$	0.89
Loss from discontinued operations	$	(0.23	)	$	(0.05	)
Net income	$	0.71		$	0.84
Dividends per share	$	0.25		$	0.22
Weighted average common shares outstanding:
Basic		40,635			40,195
Diluted		41,031			40,538

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TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Six Months Ended
	June 26,		June 27,
	2005		2004
	(Dollars and shares in thousands,
	except per share)
Revenues	$	1,282,502	$	1,171,243
Materials, labor and other product costs		917,946		837,131
Gross profit		364,556		334,112
Selling, engineering and administrative expenses		232,566		224,683
Gain on sales of businesses and assets		—		(5,083	)
Restructuring costs		13,947		—
Income from continuing operations before interest, taxes and minority interest		118,043		114,512
Interest expense, net		21,653		12,920
Income from continuing operations before taxes and minority interest		96,390		101,592
Taxes on income from continuing operations		23,148		24,761
Income from continuing operations before minority interest		73,242		76,831
Minority interest in consolidated subsidiaries		9,879		8,876
Income from continuing operations		63,363		67,955
Operating income (loss) from discontinued operations (including gain on disposal of $36,121 and $0, respectively)		7,364		(4,332	)
Taxes (benefit) on income (loss) from discontinued operations		3,028		(14	)
Income (loss) from discontinued operations		4,336		(4,318	)
Net income	$	67,699	$	63,637
Earnings per share:
Basic:
Income from continuing operations	$	1.56	$	1.69
Income (loss) from discontinued operations	$	0.11	$	(0.11	)
Net income	$	1.67	$	1.59
Diluted:
Income from continuing operations	$	1.55	$	1.68
Income (loss) from discontinued operations	$	0.11	$	(0.11	)
Net income	$	1.66	$	1.57
Dividends per share	$	0.47	$	0.42
Weighted average common shares outstanding:
Basic		40,544		40,093
Diluted		40,865		40,498

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TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 26,		December 26,
	2005		2004
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	212,456	$	115,955
Accounts receivable, net		434,580		514,179
Inventories		412,131		431,399
Prepaid expenses		34,941		32,525
Assets held for sale		60,337		54,384
Total current assets		1,154,445		1,148,442
Property, plant and equipment, net		476,143		584,252
Goodwill		518,187		524,134
Intangibles and other assets		232,714		244,859
Investments in affiliates		23,516		24,194
Deferred tax assets		105,890		108,555
Total assets	$	2,510,895	$	2,634,436
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current borrowings	$	46,679	$	101,856
Accounts payable		193,062		183,700
Accrued expenses		183,843		210,027
Income taxes payable		12,888		11,853
Liabilities held for sale		28,925		27,811
Total current liabilities		465,397		535,247
Long-term borrowings		615,144		685,912
Deferred tax liabilities		134,562		137,349
Other liabilities		99,274		100,717
Total liabilities		1,314,377		1,459,225
Minority interest in equity of consolidated subsidiaries		61,524		65,478
Commitments and contingencies
Shareholders’ equity		1,134,994		1,109,733
Total liabilities and shareholders’ equity	$	2,510,895	$	2,634,436

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TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended
	June 26,			June 27,
	2005			2004
	(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	67,699		$	63,637
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations		(4,336	)		4,318
Depreciation expense		43,716			41,917
Amortization expense of intangible assets		7,368			5,371
Amortization expense of deferred financing costs		481			—
Gain on sale of businesses and assets		—			(5,083	)
Impairment of long-lived assets		2,664			—
Minority interest in consolidated subsidiaries		9,879			8,876
Net change in operating assets and liabilities		35,441			(9,058	)
Net cash provided by operating activities		162,912			109,978
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		16,000			—
Reduction in long-term borrowings		(69,768	)		(28,990	)
Decrease in notes payable and current borrowings		(53,524	)		(51,031	)
Proceeds from stock compensation plans		11,455			12,225
Dividends		(19,097	)		(16,635	)
Net cash used in financing activities		(114,934	)		(84,431	)
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment		(26,387	)		(24,613	)
Payments for businesses acquired		(6,701	)		—
Proceeds from sale of businesses and assets		88,948			23,793
Investments in affiliates		(11	)		899
Other		(2,600	)		(1,219	)
Net cash provided by (used in) investing activities		53,249			(1,140	)
Cash Flows from Discontinued Operations:
Net cash provided by (used in) operating activities		(2,702	)		6,363
Expenditures for property, plant and equipment		(2,024	)		(5,828	)
Net cash provided by (used in) discontinued operations		(4,726	)		535
Net increase in cash and cash equivalents		96,501			24,942
Cash and cash equivalents at the beginning of the period		115,955			56,580
Cash and cash equivalents at the end of the period	$	212,456		$	81,522

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TELEFLEX INCORPORATED AND SUBSIDIARIES
SUMMARY OF SEGMENT RESULTS
(Unaudited)

	Three Months Ended
	June 26,			June 27,
	2005			2004
	(Dollars in thousands)
Revenues:
Commercial	$	314,706		$	322,568
Medical		218,906			156,846
Aerospace		124,347			113,697
Total revenues		657,959			593,111
Operating profit (1):
Commercial		25,361			36,201
Medical		43,352			26,708
Aerospace		6,570			(5,515	)
Total operating profit		75,283			57,394
Corporate expenses		6,165			6,527
Gain on sale of businesses and assets		—			(5,083	)
Restructuring costs		6,653			—
Minority interest in consolidated subsidiaries (2)		(5,181	)		(4,764	)
Income from continuing operations before interest, taxes and minority interest	$	67,646		$	60,714

(1)	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, gain on sale of businesses and assets, restructuring costs, interest expense and taxes on income are excluded from the measure.
(2)	Minority interest in consolidated subsidiaries is included in segment operating profit presented above and must be removed in order to calculate income from continuing operations before interest, taxes and minority interest, as presented on the Company’s condensed consolidated statements of income for the three months ended June 26, 2005 and June 27, 2004, respectively.

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TELEFLEX INCORPORATED AND SUBSIDIARIES
SUMMARY OF SEGMENT RESULTS
(Unaudited)

	Six Months Ended
	June 26,			June 27,
	2005			2004
	(Dollars in thousands)
Revenues:
Commercial	$	618,514		$	635,915
Medical		429,750			305,889
Aerospace		234,238			229,439
Total revenues		1,282,502			1,171,243
Operating profit (1):
Commercial		50,178			67,917
Medical		76,520			49,792
Aerospace		8,533			(4,068	)
Total operating profit		135,231			113,641
Corporate expenses		13,120			13,088
Gain on sale of businesses and assets		—			(5,083	)
Restructuring costs		13,947			—
Minority interest in consolidated subsidiaries (2)		(9,879	)		(8,876	)
Income from continuing operations before interest, taxes and minority interest	$	118,043		$	114,512

(1)	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, gain on sale of businesses and assets, restructuring costs, interest expense and taxes on income are excluded from the measure.
(2)	Minority interest in consolidated subsidiaries is included in segment operating profit presented above and must be removed in order to calculate income from continuing operations before interest, taxes and minority interest, as presented on the Company’s condensed consolidated statements of income for the six months ended June 26, 2005 and June 27, 2004, respectively.

###

EX-99.2

Exhibit 99.2

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

	2004 - (Unaudited)															2005 - (Unaudited)
													Full
	Q1			Q2			Q3			Q4			Year			Q1			Q2			YTD
Revenues
Commercial	$	313,347		$	322,568		$	267,620		$	297,313		$	1,200,848		$	303,808		$	314,706		$	618,514
Medical		149,043			156,846			203,333			231,008			740,230			210,844			218,906			429,750
Aerospace		115,742			113,697			105,858			117,914			453,211			109,891			124,347			234,238
	$	578,132		$	593,111		$	576,811		$	646,235		$	2,394,289		$	624,543		$	657,959		$	1,282,502
Operating profit (*)
Commercial	$	31,716		$	36,201		$	16,542		$	21,206		$	105,665		$	24,817		$	25,361		$	50,178
Medical		23,084			26,708			30,652			37,384			117,828			33,168			43,352			76,520
Aerospace		1,447			(5,515	)		2,512			(8,963	)		(10,519	)		1,963			6,570			8,533
		56,247			57,394			49,706			49,627			212,974			59,948			75,283			135,231
Corporate expenses		6,561			6,527			7,585			11,215			31,888			6,955			6,165			13,120
Minority interest in consolidated subsidiaries		(4,112	)		(4,764	)		(4,457	)		(5,886	)		(19,219	)		(4,698	)		(5,181	)		(9,879	)
(Gain) loss on sale of businesses and assets		—			(5,083	)		563			1,787			(2,733	)		—			—			—
Restructuring costs		—			—			—			67,618			67,618			7,294			6,653			13,947
Income (loss) from continuing operations before interest, taxes and minority interest		53,798			60,714			46,015			(25,107	)		135,420			50,397			67,646			118,043
Interest expense, net		6,775			6,145			12,590			11,608			37,118			11,088			10,565			21,653
Income (loss) from continuing operations before taxes and minority interest		47,023			54,569			33,425			(36,715	)		98,302			39,309			57,081			96,390
Taxes (benefit) on income (loss) from continuing operations		11,200			13,561			5,314			(16,837	)		13,238			9,563			13,585			23,148
Income (loss) from continuing operations before minority interest		35,823			41,008			28,111			(19,878	)		85,064			29,746			43,496			73,242
Minority interest in consolidated subsidiaries		4,112			4,764			4,457			5,886			19,219			4,698			5,181			9,879
Income (loss) from continuing operations		31,711			36,244			23,654			(25,764	)		65,845			25,048			38,315			63,363
Operating income (loss) from discontinued operations		(1,978	)		(2,354	)		(7,826	)		(57,268	)		(69,426	)		21,072			(13,708	)		7,364
Taxes (benefit) from discontinued operations		261			(275	)		(1,665	)		(11,419	)		(13,098	)		7,394			(4,366	)		3,028
Net income (loss)	$	29,472		$	34,165		$	17,493		$	(71,613	)	$	9,517		$	38,726		$	28,973		$	67,699
Earnings (losses) per share:
Basic:
Income (loss) from continuing operations		0.79			0.90			0.59			(0.64	)		1.64			0.62			0.94			1.56
Income (loss) from discontinued operations		(0.06	)		(0.05	)		(0.15	)		(1.14	)		(1.40	)		0.34			(0.23	)		0.11
Net income (loss)		0.74			0.85			0.43			(1.77	)		0.24			0.96			0.71			1.67
Diluted:
Income (loss) from continuing operations		0.78			0.89			0.59			(0.64	)		1.63			0.62			0.93			1.55
Income (loss) from discontinued operations		(0.06	)		(0.05	)		(0.15	)		(1.13	)		(1.39	)		0.34			(0.23	)		0.11
Net income (loss)		0.73			0.84			0.43			(1.77	)		0.24			0.95			0.71			1.66
Average number of common and common equivalent shares outstanding:
Basic		39,990			40,195			40,273			40,361			40,205			40,453			40,635			40,544
Diluted		40,457			40,538			40,414			40,571			40,495			40,699			41,031			40,865

(*) 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.

Certain financial information is presented on a rounded basis, which may cause minor differences.