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)           September 25, 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))

Item 2.02. Results of Operations and Financial Condition.

     On October 26, 2005, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the third 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 divestiture program 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. 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 October 27, 2005, the Company will discuss its financial results for the third 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, second and third 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: October 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

	Julie McDowell Vice President
	Corporate Communications
	610-948-2836

FOR IMMEDIATE RELEASE October 26, 2005

TELEFLEX REPORTS THIRD QUARTER 2005 RESULTS
52 % Increase in Earnings from Continuing Operations; 4 % Core Growth;
Strong Cash Flow from Operations
Margin Improvement in Aerospace and Medical

Limerick, PA — Teleflex Incorporated (NYSE: TFX) today reported that revenues from continuing operations for the third quarter of 2005 increased 2 percent to $587.4 million, compared to $575.9 million for the third quarter of 2004. Income from continuing operations for the quarter was $35.7 million or 87 cents per diluted share, an increase of 52 percent over the prior year. Excluding special charges and gains on sale of assets, income from continuing operations was $35.8 million or 87 cents per diluted share. Income from continuing operations for the third quarter of 2004 which included a loss on sale of assets of $0.6 million was $23.5 million or 58 cents per diluted share.

     Cash flow from continuing operations for the first nine months of 2005 increased to $231.8 million, up 31 percent compared to $176.9 million realized in the first nine months of 2004. Free cash flow for the first nine months was $156.9 million compared to $114.3 million in the same period of the prior year, an increase of 37 percent.

     “Overall, the restructuring initiatives and portfolio actions we have taken in 2005 are generating good results. During the quarter, we delivered significant margin improvement in Aerospace and Medical, core revenue growth of 4 percent, and continued strength in cash flow performance. We also initiated a significant stock buy-back program and ended the quarter with a solid balance sheet,” said Jeffrey P. Black, president and chief executive officer. “That said, difficult conditions in the automotive and marine markets and the bankruptcy of an automotive customer led to disappointing results in our Commercial Segment this quarter. Despite a more cautious outlook for some of our end markets in the fourth quarter, we remain comfortable with the underlying performance of our businesses and satisfied that the actions taken in 2005 have positioned us for continued growth going forward.”

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     The Company expects diluted earnings per share from continuing operations excluding special charges and gains on sale of assets will be at the lower end of the forecasted range of $3.65 to $3.80. As a result of favorable gains from ongoing portfolio actions and disposition of assets held for sale, diluted earnings per share from continuing operations including special charges and gains on sale of assets is now expected to exceed the previously announced range, increasing to a range of $3.30 to $3.40.

     After the close of the quarter, Teleflex finalized plans to repatriate approximately $300 million in dividends as defined in the American Jobs Creation Act during the fourth quarter of 2005.

Continuing Operations — First Nine Months

     For the first nine months of 2005, revenues from continuing operations increased 7 percent to $1.87 billion from $1.75 billion for the same period in 2004. Income from continuing operations for the first nine months was $98.7 million or $2.41 per diluted share. Income from continuing operations excluding special charges and gains on sale of assets for the first nine months was $109.2 million or $2.67 per diluted share. Income from continuing operations for the prior year period was $91.1 million or $2.25 per diluted share. Income from continuing operations excluding a net gain on sale of assets for the prior year period was $88.5 million or $2.19.

Net Income

     Net income for the third quarter of 2005 was $33.6 million or 82 cents per diluted share compared to net income of $17.5 million or 43 cents per diluted share for the prior year period. Net income for the first nine months of 2005 was $101.3 million or $2.47 per diluted share compared to net income of $81.1 million or $2.00 per diluted share for the same period of the prior year.

Third Quarter 2005 and Year to Date 2005 Results

     The following table reconciles income and diluted earnings per share from continuing operations for the third quarter and nine months as reported to income and diluted earnings per share from continuing operations excluding special charges and gain on sale of assets.

	3 Months						9 Months
	Continuing Operations						Continuing Operations
	(dollars in thousands, except per share)
Income and diluted earnings per share	$	35,714		$	0.87		$	98,717		$	2.41
Special charges:
Restructuring and other costs		5,776						21,723
Income tax (benefit) on restructuring costs		(2,085	)					(7,603	)
Restructuring costs net of tax		3,691			0.09			14,120			0.34
Gains:
Gain on sale of assets		(5,569	)					(5,569	)
Income tax on gain on sale of assets		1,950						1,950
Gain on sale of assets, net of tax		(3,619	)		(0.09	)		(3,619	)		(0.09	)
Income and diluted earnings per share excluding special charges and gain on sale of assets	$	35,786		$	0.87		$	109,218		$	2.67

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Discontinued Operations

     The loss from discontinued operations for the third quarter was $2.1 million or 5 cents per diluted share, compared to a loss from discontinued operations of $6.0 million or 15 cents per diluted share in the third quarter last year. For the first nine months of 2005, income from discontinued operations was $2.6 million or 6 cents per diluted share as compared to a loss of $10.0 million or 25 cents per diluted share for the first nine months of 2004.

Restructuring and Divestiture Program

     The charges included in continuing operations associated with the restructuring and divestiture program during the third quarter were $5.8 million and were incurred by segment as follows: Commercial $1.3 million and Medical $4.5 million.

     In addition, the Company expects to incur future restructuring costs over the next three quarters in the Medical Segment of $22.2 million to $29.5 million, with some smaller actions to be completed in the Commercial Segment at a cost between $0.5 million and $1.3 million.

Third 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 third quarter of 2005, the Company’s overall revenue growth of 2 percent consisted of 4 percent from core growth offset by declines of 1 percent each from the cumulative consolidation of certain variable interest entities in the prior year and from dispositions.

Commercial Segment

     Commercial Segment revenues posted a 1 percent increase during the quarter to $270.2 million from $267.6 million in the same period last year. This growth was driven by 2 percent core growth, offset in part, by the impact of dispositions. Commercial Segment revenues benefited from increased sales of driver and motion controls to industrial and automotive OEM customers, largely offset by a decline in the sale of products for marine and recreational markets.

     Commercial Segment operating profit declined 44 percent to $9.2 million from $16.5 million when compared to the third quarter last year. This decline primarily reflects a shift of revenue mix away from higher margin marine products during the quarter, incremental costs related to transfer of operations between two facilities and the bankruptcy of an automotive supply customer.

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Medical Segment

     Reported Medical Segment revenues were $196.6 million, a decline of 3 percent when compared to revenues of $202.5 million in the third quarter of 2004. The segment generated core growth of 1 percent, which was more than offset by declines of 3 percent from the cumulative consolidation of variable interest entities in the prior year period, and 1 percent from dispositions. New product sales of both surgical device products and specialty devices for medical device manufacturers contributed to core growth.

     Medical Segment operating profit increased 28 percent in the third quarter of 2005 to $38.9 million from $30.4 million in the third quarter of 2004. This increase was primarily a result of the integration of HudsonRCI and restructuring actions taken during 2005, as consolidation of medical manufacturing operations into larger centralized facilities and reductions in operating expenses continue.

Aerospace Segment

     Aerospace Segment revenues increased 14 percent in the third quarter of 2005 to $120.7 million from $105.9 million in the third quarter of 2004. Core revenue growth of 15 percent was attributable primarily to double digit increases in sales of cargo-handling systems and repair products and services, which was partially offset by a 1 percent decrease in revenues due to a divestiture.

     Aerospace Segment operating profit for the third quarter of 2005 improved significantly, increasing to $11.5 million from $2.5 million in the third quarter of 2004. This increase was primarily the result of higher volumes and improvements in the cargo systems and repair products and services businesses and a reduction in losses resulting from the exit of the industrial gas turbine aftermarket services.

Stock Repurchase Program

     Teleflex previously announced a program to buy back up to $140 million of outstanding common stock over twelve months ending July 26, 2006. During the third quarter, Teleflex repurchased 580,200 shares of common stock at an aggregate purchase price of $39.3 million.

     As previously announced, Teleflex will comment on its third quarter 2005 results on a conference call to be held Thursday, October 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 October 27 until November 1 by calling 888-286-8010 (US/Canada) or 617-801-6888 (International) and enter Passcode # 34278708.

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Third Quarter 2005 Restructuring Costs from Continuing Operations

	Commercial		Medical		Total
	(dollars in thousands)
Severance and stay bonuses for terminated employees	$	715	$	1,237	$	1,952
Contract termination costs		148		48		196
Other restructuring costs		448		3,180		3,628
Total	$	1,311	$	4,465	$	5,776

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

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 $4,457 and $13,333 for the three and nine months ended September 26, 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 operations to income and diluted earnings per share from continuing 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 Sept 2005			YTD Sept 2004
	(dollars in thousands)
Cash flow from operations	$	231,839		$	176,908
Capital expenditures		(45,690	)		(37,129	)
Dividends		(29,200	)		(25,495	)
Free cash flow	$	156,949		$	114,284

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

     Core growth includes activity of a purchased company beyond the initial twelve months after the date of acquisition. Core growth excludes the impact of translating the results of international subsidiaries at different currency exchange rates from year to year and the comparable activity of divested companies within the most recent twelve-month period.

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Teleflex at a Glance:

Teleflex is a diversified industrial company with 2004 annual revenues of $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
	September 25,			September 26,
	2005			2004
	(Dollars and shares in thousands,
	except per share)
Revenues	$	587,390		$	575,939
Materials, labor and other product costs		421,327			402,799
Gross profit		166,063			173,140
Selling, engineering and administrative expenses.		104,666			126,837
(Gain) loss on sales of businesses and assets		(5,569	)		563
Restructuring costs		5,776			—
Income from continuing operations before interest, taxes and minority interest		61,190			45,740
Interest expense, net		9,798			12,590
Income from continuing operations before taxes and minority interest		51,392			33,150
Taxes on income from continuing operations		10,360			5,209
Income from continuing operations before minority interest		41,032			27,941
Minority interest in consolidated subsidiaries		5,318			4,457
Income from continuing operations		35,714			23,484
Operating loss from discontinued operations (including loss on disposal of $(1,291) and $0, respectively)		(4,299	)		(7,551	)
Tax (benefit) from discontinued operations		(2,185	)		(1,560	)
Loss from discontinued operations		(2,114	)		(5,991	)
Net income	$	33,600		$	17,493
Earnings per share:
Basic:
Income from continuing operations.	$	0.88		$	0.58
Loss from discontinued operations	$	(0.05	)	$	(0.15	)
Net income	$	0.83		$	0.43
Diluted:
Income from continuing operations	$	0.87		$	0.58
Loss from discontinued operations	$	(0.05	)	$	(0.15	)
Net income	$	0.82		$	0.43
Dividends per share	$	0.25		$	0.22
Weighted average common shares outstanding:
Basic		40,569			40,273
Diluted		41,185			40,414

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

	Nine Months Ended
	September 25,			September 26,
	2005			2004
	(Dollars and shares in thousands,
	except per share)
Revenues	$	1,867,999		$	1,745,457
Materials, labor and other product costs		1,337,956			1,238,709
Gross profit		530,043			506,748
Selling, engineering and administrative expenses.		337,236			351,521
Net gain on sales of businesses and assets		(5,569	)		(4,520	)
Restructuring costs		19,723			—
Income from continuing operations before interest, taxes and minority interest		178,653			159,747
Interest expense, net		31,451			25,510
Income from continuing operations before taxes and minority interest		147,202			134,237
Taxes on income from continuing operations		33,288			29,778
Income from continuing operations before minority interest		113,914			104,459
Minority interest in consolidated subsidiaries		15,197			13,333
Income from continuing operations		98,717			91,126
Operating income (loss) from discontinued operations (including net gain on disposal of $34,830 and $0, respectively)		3,645			(11,378	)
Taxes (benefit) on income (loss) from discontinued operations		1,063			(1,382	)
Income (loss) from discontinued operations		2,582			(9,996	)
Net income	$	101,299		$	81,130
Earnings per share:
Basic:
Income from continuing operations	$	2.43		$	2.27
Income (loss) from discontinued operations	$	0.06		$	(0.25	)
Net income	$	2.50		$	2.02
Diluted:
Income from continuing operations	$	2.41		$	2.25
Income (loss) from discontinued operations	$	0.06		$	(0.25	)
Net income	$	2.47		$	2.00
Dividends per share	$	0.72		$	0.64
Weighted average common shares outstanding:
Basic		40,552			40,153
Diluted		40,972			40,470

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TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 25,		December 26,
	2005		2004
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents.	$	246,078	$	115,955
Accounts receivable, net		402,184		514,179
Inventories.		422,599		431,399
Prepaid expenses		33,159		32,525
Deferred tax assets		39,379		40,810
Assets held for sale		4,171		54,384
Total current assets		1,147,570		1,189,252
Property, plant and equipment, net.		479,164		584,252
Goodwill.		515,881		524,134
Intangibles and other assets		232,338		244,859
Investments in affiliates.		24,193		24,194
Deferred tax assets		127,003		103,352
Total assets	$	2,526,149	$	2,670,043
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current borrowings	$	22,774	$	101,856
Accounts payable		193,703		183,700
Accrued expenses		176,557		210,027
Income taxes payable		37,418		22,784
Deferred tax liabilities		6,152		2,134
Liabilities held for sale		50		27,952
Total current liabilities.		436,654		548,453
Long-term borrowings		635,875		685,912
Deferred tax liabilities		157,984		159,750
Other liabilities		100,779		100,717
Total liabilities		1,331,292		1,494,832
Minority interest in equity of consolidated subsidiaries		61,424		65,478
Commitments and contingencies
Shareholders’ equity		1,133,433		1,109,733
Total liabilities and shareholders’ equity	$	2,526,149	$	2,670,043

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

	Nine Months Ended
	September 25,			September 26,
	2005			2004
	(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	101,299		$	81,130
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations		(2,582	)		9,996
Depreciation expense		65,930			66,377
Amortization expense of intangible assets		10,868			9,531
Amortization expense of deferred financing costs		757			155
Net gain on sales of businesses and assets		(5,569	)		(4,520	)
Impairment of long-lived assets		2,664			—
Minority interest in consolidated subsidiaries		15,197			13,333
Net change in operating assets and liabilities		43,275			906
Net cash provided by operating activities		231,839			176,908
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		61,085			495,300
Reduction in long-term borrowings		(122,417	)		(51,411	)
Decrease in notes payable and current borrowings		(46,358	)		(116,067	)
Proceeds from stock compensation plans		21,191			12,734
Purchases of treasury stock		(39,263	)		—
Dividends		(29,200	)		(25,495	)
Net cash provided by (used in) financing activities.		(154,962	)		315,061
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment		(45,690	)		(37,129	)
Payments for businesses acquired		(14,701	)		(458,273	)
Proceeds from sales of businesses and assets		124,420			43,831
Investments in affiliates.		173			1,378
Other		(831	)		2,225
Net cash provided by (used in) investing activities		63,371			(447,968	)
Cash Flows from Discontinued Operations:
Net cash provided by (used in) operating activities		(582	)		8,408
Expenditures for property, plant and equipment		(2,682	)		(6,799	)
Net cash provided by (used in) discontinued operations		(3,264	)		1,609
Effect of exchange rate changes on cash and cash equivalents		(6,861	)		390
Net increase in cash and cash equivalents		130,123			46,000
Cash and cash equivalents at the beginning of the period		115,955			56,580
Cash and cash equivalents at the end of the period	$	246,078		$	102,580

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TELEFLEX INCORPORATED AND SUBSIDIARIES
SUMMARY OF SEGMENT RESULTS
(Unaudited)

	Three Months Ended
	September 25,			September 26,
	2005			2004
	(Dollars in thousands)
Revenues:
Commercial	$	270,173		$	267,620
Medical		196,553			202,461
Aerospace		120,664			105,858
Total revenues		587,390			575,939
Operating profit (1):
Commercial		9,199			16,542
Medical		38,938			30,377
Aerospace		11,521			2,512
Total operating profit		59,658			49,431
Corporate expenses		3,579			7,585
(Gain) loss on sales of businesses and assets		(5,569	)		563
Restructuring costs		5,776			—
Minority interest in consolidated subsidiaries (2)		(5,318	)		(4,457	)
Income from continuing operations before interest, taxes and minority interest	$	61,190		$	45,740

(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) loss on sales 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 September 25, 2005 and September 26, 2004, respectively.

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TELEFLEX INCORPORATED AND SUBSIDIARIES
SUMMARY OF SEGMENT RESULTS
(Unaudited)

	Nine Months Ended
	September 25,			September 26,
	2005			2004
	(Dollars in thousands)
Revenues:
Commercial	$	888,687		$	903,535
Medical		624,410			506,625
Aerospace		354,902			335,297
Total revenues		1,867,999			1,745,457
Operating profit (1):
Commercial		59,377			84,459
Medical		114,878			79,664
Aerospace		20,054			(1,556	)
Total operating profit		194,309			162,567
Corporate expenses		16,699			20,673
Net gain on sales of businesses and assets		(5,569	)		(4,520	)
Restructuring costs		19,723			—
Minority interest in consolidated subsidiaries (2)		(15,197	)		(13,333	)
Income from continuing operations before interest, taxes and minority interest	$	178,653		$	159,747

(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, net gain on sales 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 nine months ended September 25, 2005 and September 26, 2004, respectively.

###

EX-99.2

Teleflex Incorporated
Pro forma Segment Results of Operations	2004 - (Unaudited)															2005 - (Unaudited)
To Reflect Discontinued Operations													Full
	Q1			Q2			Q3			Q4			Year			Q1			Q2			Q3			YTD
Revenues
Commercial	$	313,347		$	322,568		$	267,620		$	297,313		$	1,200,848		$	303,808		$	314,706		$	270,173		$	888,687
Medical		148,190			155,974			202,461			229,727			736,352			209,901			217,956			196,553			624,410
Aerospace		115,742			113,697			105,858			117,914			453,211			109,891			124,347			120,664			354,902
	$	577,279		$	592,239		$	575,939		$	644,954		$	2,390,411		$	623,600		$	657,009		$	587,390		$	1,867,999
Operating profit (*)
Commercial	$	31,716		$	36,201		$	16,542		$	21,206		$	105,665		$	24,817		$	25,361		$	9,199		$	59,377
Medical		22,833			26,454			30,377			37,000			116,664			32,872			43,068			38,938			114,878
Aerospace		1,447			(5,515	)		2,512			(8,963	)		(10,519	)		1,963			6,570			11,521			20,054
		55,996			57,140			49,431			49,243			211,810			59,652			74,999			59,658			194,309
Corporate expenses		6,561			6,527			7,585			11,215			31,888			6,955			6,165			3,579			16,699
Minority interest in consolidated subsidiaries		(4,112	)		(4,764	)		(4,457	)		(5,886	)		(19,219	)		(4,698	)		(5,181	)		(5,318	)		(15,197	)
(Gain) loss on sales of businesses and assets		—			(5,083	)		563			1,787			(2,733	)		—			—			(5,569	)		(5,569	)
Restructuring costs		—			—			—			67,618			67,618			7,294			6,653			5,776			19,723
Income (loss) from continuing operations before interest, taxes and minority interest		53,547			60,460			45,740			(25,491	)		134,256			50,101			67,362			61,190			178,653
Interest expense, net		6,775			6,145			12,590			11,608			37,118			11,088			10,565			9,798			31,451
Income (loss) from continuing operations before taxes and minority interest		46,772			54,315			33,150			(37,099	)		97,138			39,013			56,797			51,392			147,202
Taxes (benefit) on income (loss) from continuing operations		11,105			13,464			5,209			(16,983	)		12,795			9,450			13,478			10,360			33,288
Income (loss) from continuing operations before minority interest		35,667			40,851			27,941			(20,116	)		84,343			29,563			43,319			41,032			113,914
Minority interest in consolidated subsidiaries		4,112			4,764			4,457			5,886			19,219			4,698			5,181			5,318			15,197
Income (loss) from continuing operations		31,555			36,087			23,484			(26,002	)		65,124			24,865			38,138			35,714			98,717
Operating income (loss) from discontinued operations		(1,727	)		(2,100	)		(7,551	)		(56,884	)		(68,262	)		21,368			(13,424	)		(4,299	)		3,645
Taxes (benefit) from discontinued operations		356			(178	)		(1,560	)		(11,273	)		(12,655	)		7,507			(4,259	)		(2,185	)		1,063
Net income (loss)	$	29,472		$	34,165		$	17,493		$	(71,613	)	$	9,517		$	38,726		$	28,973		$	33,600		$	101,299
Earnings (losses) per share:
Basic:
Income (loss) from continuing operations		0.79			0.90			0.58			(0.64	)		1.62			0.61			0.94			0.88			2.43
Income (loss) from discontinued operations		(0.05	)		(0.05	)		(0.15	)		(1.13	)		(1.38	)		0.34			(0.23	)		(0.05	)		0.06
Net income (loss)		0.74			0.85			0.43			(1.77	)		0.24			0.96			0.71			0.83			2.50
Diluted:
Income (loss) from continuing operations		0.78			0.89			0.58			(0.64	)		1.61			0.61			0.93			0.87			2.41
Income (loss) from discontinued operations		(0.05	)		(0.05	)		(0.15	)		(1.12	)		(1.37	)		0.34			(0.22	)		(0.05	)		0.06
Net income (loss)		0.73			0.84			0.43			(1.77	)		0.24			0.95			0.71			0.82			2.47
Average number of common and common equivalent shares outstanding:
Basic		39,990			40,195			40,273			40,361			40,205			40,453			40,635			40,569			40,552
Diluted		40,457			40,538			40,414			40,571			40,495			40,699			41,031			41,185			40,972

(*) 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 sales 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.