10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2005

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     .

Commission file number 1-5353

TELEFLEX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	23-1147939 (I.R.S. employer identification no.)
155 South Limerick Road,
Limerick, Pennsylvania	19468
(Address of principal executive offices)	(Zip Code)

(610) 948-5100

(Registrant’s telephone number, including area code)

(None)

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     þ                              No     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes     þ                              No     o

      Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes     o                              No     þ

      Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of October 20, 2005:

Common Stock, $1.00 Par Value
  (Title of each class) 40,495,970
  (Number of shares)

TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 25, 2005

TABLE OF CONTENTS

		Page
	PART I — FINANCIAL INFORMATION
Item 1:	Financial Statements:
	Condensed Consolidated Statements of Income for the three and nine months ended September 25, 2005 and September 26, 2004 (Unaudited)		2
	Condensed Consolidated Balance Sheets as of September 25, 2005 and December 26, 2004 (Unaudited)		3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 25, 2005 and September 26, 2004 (Unaudited)		4
	Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3:	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4:	Controls and Procedures		23
	PART II — OTHER INFORMATION
Item 1:	Legal Proceedings		24
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3:	Defaults Upon Senior Securities		25
Item 4:	Submission of Matters to a Vote of Security Holders		25
Item 5:	Other Information		25
Item 6:	Exhibits		25
SIGNATURES			26
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(b)
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b)

1

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

			Three Months Ended						Nine Months Ended
			September 25,			September 26,			September 25,			September 26,
			2005			2004			2005			2004
			(Dollars and shares in thousands, except per share)
Revenues			$	587,390		$	575,939		$	1,867,999		$	1,745,457
Materials, labor and other product costs				421,327			402,799			1,337,956			1,238,709
Gross profit				166,063			173,140			530,043			506,748
Selling, engineering and administrative expenses				104,666			126,837			337,236			351,521
(Gain) loss on sales of businesses and assets				(5,569	)		563			(5,569	)		(4,520	)
Restructuring costs				5,776			—			19,723			—
Income from continuing operations before interest, taxes and minority interest				61,190			45,740			178,653			159,747
Interest expense, net				9,798			12,590			31,451			25,510
Income from continuing operations before taxes and minority interest				51,392			33,150			147,202			134,237
Taxes on income from continuing operations				10,360			5,209			33,288			29,778
Income from continuing operations before minority interest				41,032			27,941			113,914			104,459
Minority interest in consolidated subsidiaries				5,318			4,457			15,197			13,333
Income from continuing operations				35,714			23,484			98,717			91,126
Operating income (loss) from discontinued operations (including gain (loss) on disposal of $(1,291), $0, $34,830 and $0, respectively)				(4,299	)		(7,551	)		3,645			(11,378	)
Taxes (benefit) on income (loss) from discontinued operations				(2,185	)		(1,560	)		1,063			(1,382	)
Income (loss) from discontinued operations				(2,114	)		(5,991	)		2,582			(9,996	)
Net income			$	33,600		$	17,493		$	101,299		$	81,130
Earnings per share:
	Basic:
		Income from continuing operations	$	0.88		$	0.58		$	2.43		$	2.27
		Income (loss) from discontinued operations	$	(0.05	)	$	(0.15	)	$	0.06		$	(0.25	)
		Net income	$	0.83		$	0.43		$	2.50		$	2.02
	Diluted:
		Income from continuing operations	$	0.87		$	0.58		$	2.41		$	2.25
		Income (loss) from discontinued operations	$	(0.05	)	$	(0.15	)	$	0.06		$	(0.25	)
		Net income	$	0.82		$	0.43		$	2.47		$	2.00
Dividends per share			$	0.25		$	0.22		$	0.72		$	0.64
Weighted average common shares outstanding:
	Basic			40,569			40,273			40,552			40,153
	Diluted			41,185			40,414			40,972			40,470

The accompanying notes are an integral part of the condensed consolidated financial statements.

2

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

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

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
	Changes in operating assets and liabilities, net of effects of acquisitions:
		Accounts receivable			74,029			(7,747	)
		Inventories			(13,535	)		4,077
		Prepaid expenses			2,991			(588	)
		Accounts payable and accrued expenses			(26,354	)		(8,511	)
		Income taxes payable and deferred income taxes			6,144			13,675
			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

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share)

Note 1 — Basis of presentation/ accounting policies

      Teleflex Incorporated (the “Company”) is a diversified industrial company specializing in the design, manufacture and distribution of specialty-engineered products. The Company serves a wide range of customers in niche segments of the commercial, medical and aerospace industries. The Company’s 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 and cargo-handling systems for commercial and military aviation as well as other industrial markets.

      The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

      The accompanying financial information is unaudited; however, in the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement of the financial position, results of operations and cash flows for the periods reported have been included. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.

      This quarterly report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2004 filed with the Securities and Exchange Commission.

      Certain reclassifications have been made to the prior year condensed consolidated financial statements to conform to current period presentation. Certain financial information is presented on a rounded basis, which may cause minor differences.

      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 value 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.

5

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table illustrates the pro forma net income and earnings per share for the three and nine months ended September 25, 2005 and September 26, 2004 as if compensation expense for stock options issued to employees had been determined consistent with SFAS No. 123:

		Three Months Ended						Nine Months Ended
		September 25,			September 26,			September 25,			September 26,
		2005			2004			2005			2004
Net income, as reported		$	33,600		$	17,493		$	101,299		$	81,130
Deduct: Stock-based employee compensation determined under fair value based method, net of tax of $640, $814, $1,930 and $2,514, respectively			(902	)		(1,148	)		(2,720	)		(3,543	)
Pro forma net income		$	32,698		$	16,345		$	98,579		$	77,587
Earnings per share — basic:
	Net income per share, as reported	$	0.83		$	0.43		$	2.50		$	2.02
	Pro forma net income per share	$	0.81		$	0.40		$	2.43		$	1.93
Earnings per share — diluted:
	Net income per share, as reported	$	0.82		$	0.43		$	2.47		$	2.00
	Pro forma net income per share	$	0.80		$	0.41		$	2.42		$	1.93

      The fair value for options granted in 2005 and 2004 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 25,		September 26,
	2005		2004		2005		2004
Risk-free interest rate		4.1%		3.2%		4.1%		3.0%
Expected life of option		4.6 yrs.		4.6 yrs.		4.6 yrs.		4.6 yrs.
Expected dividend yield		1.4%		2.0%		1.7%		1.7%
Expected volatility		24.6%		24.4%		24.4%		24.3%

      Variable interest entities: 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, which previously was included within selling, engineering and administrative expenses, totaled $4,457 and $13,333 for the three and nine months ended September 26, 2004, respectively. These reclassifications had no impact on previously reported net income.

Note 2 — New accounting standards

      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 deduction is subject to a number of limitations and complexities, and during the past six months, the Company has been analyzing the previous guidance provided by Treasury and the potential impact of applying the repatriation provision to unremitted foreign earnings held by its various controlled foreign corporations. As of September 25, 2005, management had not decided on whether, and to what extent, the Company might repatriate foreign earnings under the AJCA, and accordingly, the Company’s condensed consolidated financial statements do not reflect any provision for taxes on the unremitted earnings. Subsequent to September 25, 2005, management completed its analysis of the impact of the AJCA and has finalized the Company’s plans for repatriation. Based on this analysis, the Company plans to repatriate

6

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$300 million of dividends during November and December 2005. Accordingly, the Company expects to record a tax expense of approximately $10.1 million during the three months ending December 25, 2005 as a result of this repatriation. This expense may be offset by an amount up to approximately $13.5 million to the extent that the Company records a tax benefit with respect to excess foreign tax credits that may be generated in connection with this repatriation. The Company is also considering additional opportunities to repatriate earnings during the remainder of the year but, based on the analysis to date, is not able to complete the evaluation with respect to these opportunities until after a number of factors are concluded upon. Such factors include, but are not limited to, a final decision with respect to different divestiture and restructuring alternatives currently under consideration and the potential increased cash flow of non-U.S. operations. Based on the analysis performed to date, the Company believes that it may be possible to repatriate an additional $0 to approximately $80 million in dividends subject to the elective 85% dividends received deduction which would generate a corresponding tax expense from $0 to approximately $3.0 million. With regard to these potential additional dividends, the Company expects to finalize its evaluation and may then seek the required corporate officer and Board of Directors approvals of the requisite domestic reinvestment plan within the timeframe that the deduction is available.

      Stock-Based Compensation: In December 2004, the Financial Accounting Standards Board (“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) will be effective for fiscal years beginning after June 15, 2005. The Company intends to adopt this statement using modified prospective application and previously reported operating results will remain unchanged. The Company expects the provisions of this statement to have a material impact on the Company’s results of operations and the Company believes that the pro forma disclosures in Note 1 provide a preliminary short-term indicator of the level of expense that will be recognized in accordance with SFAS No. 123(R). However, the total expense recorded in future periods will depend on several factors, including future grants, the number of share-based awards that vest and the fair value of those vested awards.

      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 adopted the provisions of this statement in the third quarter of 2005 and it did not have a material impact on the Company’s financial position, results of operations or cash flows.

      Conditional Asset Retirement Obligations: In March 2005, the FASB issued Interpretation (“FIN”) No. 47, “Accounting for Conditional Asset Retirement Obligations,” which clarifies that an entity must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. The provisions of FIN No. 47 are effective for fiscal years ending after December 15, 2005. The Company does not expect the provisions of this interpretation to have a material impact on the Company’s financial position, results of operations or cash flows.

7

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Accounting Changes and Error Corrections: In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” SFAS No. 154 replaces APB Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements” and changes the requirements of the accounting for and reporting of a change in accounting principle. SFAS No. 154 also provides guidance on the accounting for and reporting of error corrections. The provisions of this statement are applicable for accounting changes and error corrections made in fiscal years beginning after December 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.

      Amortization Period for Leasehold Improvements: In June 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 05-6, “Determining the Amortization Period for Leasehold Improvements,” which requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF No. 05-6 is effective for periods beginning after June 29, 2005. The Company does not expect the provisions of this consensus to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 3 —  Acquisitions

Acquisition of Hudson Respiratory Care, Inc.

      In connection with the acquisition of Hudson Respiratory Care Inc. (“HudsonRCI”) in July 2004, the Company formulated a plan related to the future integration of the acquired entity. The Company finalized the integration plan during the second quarter of 2005, and the integration activities are ongoing as of September 25, 2005. 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 EITF Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” Set forth below is a reconciliation of the Company’s future integration cost accrual:

	Involuntary Employee			Facility Closure and
	Termination Benefits			Restructuring Costs			Total
Balance at December 26, 2004	$	9,667		$	5,585		$	15,252
Costs incurred		(1,479	)		(2,358	)		(3,837	)
Adjustments to reserve		965			2,158			3,123
Balance at September 25, 2005	$	9,153		$	5,385		$	14,538

Note 4 —  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 future earnings growth. The planned actions include exiting or divesting non-core or low performing businesses, consolidating manufacturing operations and reorganizing administrative functions to enable businesses to share services.

8

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      For the three and nine months ended September 25, 2005, the charges, including changes in estimates, associated with the restructuring and divestiture program by segment that are included in restructuring costs were as follows:

	Three Months Ended
	September 25, 2005
	Commercial		Medical		Total
Termination benefits	$	715	$	1,237	$	1,952
Contract termination costs		148		48		196
Other restructuring costs		448		3,180		3,628
	$	1,311	$	4,465	$	5,776

	Nine Months Ended September 25, 2005
	Commercial			Medical		Aerospace		Total
Termination benefits	$	2,711		$	4,735	$	517	$	7,963
Contract termination costs		(313	)		957		—		644
Asset impairments		156			610		1,898		2,664
Other restructuring costs		859			6,983		610		8,452
	$	3,413		$	13,285	$	3,025	$	19,723

      Termination benefits are comprised of severance-related payments for all employees terminated in connection with the restructuring and divestiture program. Contract termination costs relate primarily to the termination of leases in conjunction with the consolidation of facilities in the Company’s Medical Segment and also include a $531 reduction in the estimated cost associated with a lease termination in conjunction with the consolidation of manufacturing facilities in the Company’s Commercial Segment. Asset impairments relate primarily to machinery and equipment associated with the consolidation of manufacturing facilities. Other restructuring costs include expenses primarily related to the consolidation of manufacturing operations and the reorganization of administrative functions.

      As of September 25, 2005, the Company expects to incur the following future restructuring costs in its Commercial and Medical segments over the next three quarters:

	Commercial		Medical
Termination benefits	$	250 -    500	$	14,500 - 17,500
Contract termination costs		0 -    250		2,250 -   4,000
Other restructuring costs		250 -    500		5,500 -   8,000
	$	500 - 1,250	$	22,250 - 29,500

      At September 25, 2005, the accrued liability associated with the restructuring and divestiture program consisted of the following and was entirely due within twelve months:

			Subsequent
	Balance at		Accruals and					Balance at
	December 26,		Changes in					September 25,
	2004		Estimates		Payments			2005
Termination benefits	$	15,014	$	7,963	$	(14,091	)	$	8,886
Contract termination costs		3,075		644		(2,702	)		1,017
Other restructuring costs		228		8,452		(8,625	)		55
	$	18,317	$	17,059	$	(25,418	)	$	9,958

9

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 5 — Inventories

      Inventories consisted of the following:

	September 25,		December 26,
	2005		2004
Raw materials	$	182,644	$	185,279
Work-in-process		74,387		74,759
Finished goods		165,568		171,361
	$	422,599	$	431,399

Note 6 — Goodwill and other intangible assets

      Changes in the carrying amount of goodwill, by operating segment, for the nine months ended September 25, 2005 are as follows:

	Commercial			Medical			Aerospace			Total
Goodwill at December 26, 2004	$	107,953		$	405,031		$	11,150		$	524,134
Dispositions		(709	)		—			(3,852	)		(4,561	)
Adjustments(1)		(970	)		372			—			(598	)
Translation adjustment		(694	)		(2,400	)		—			(3,094	)
Goodwill at September 25, 2005	$	105,580		$	403,003		$	7,298		$	515,881

(1)  Goodwill adjustments relate primarily to purchase price allocation changes associated with the HudsonRCI acquisition in 2004. These changes resulted from the Company finalizing its integration plan and preacquisition liabilities.

      Intangible assets consisted of the following:

	Gross Carrying Amount				Accumulated Amortization
	September 25,		December 26,		September 25,		December 26,
	2005		2004		2005		2004
Customer lists	$	80,389	$	79,997	$	12,354	$	7,526
Intellectual property		57,683		58,258		22,068		18,474
Distribution rights		36,159		38,599		15,923		14,669
Trade names		85,465		85,471		—		—
	$	259,696	$	262,325	$	50,345	$	40,669

      Amortization expense related to intangible assets was $3,500 and $10,868 for the three and nine months ended September 25, 2005, respectively, and $4,160 and $9,531 for the three and nine months ended September 26, 2004, respectively. Estimated annual amortization expense for each of the five succeeding years is as follows:

2005	$	14,100
2006		13,400
2007		12,700
2008		12,600
2009		12,000

10

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 7 — Earnings per share

      Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased for dilutive securities. The difference between basic and diluted weighted average common shares results from the assumption that dilutive stock options were exercised. A reconciliation of basic to diluted weighted average shares outstanding is as follows:

	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 25,		September 26,
	2005		2004		2005		2004
	(Shares in thousands)
Basic		40,569		40,273		40,552		40,153
Dilutive shares assumed issued		616		141		420		317
Diluted		41,185		40,414		40,972		40,470

      Weighted average stock options (in thousands) that were antidilutive and therefore not included in the calculation of earnings per share were 4 and 259 for the three and nine months ended September 25, 2005, respectively, and 1,199 and 773 for the three and nine months ended September 26, 2004, respectively.

Note 8 — Comprehensive income

      The following table summarizes the components of comprehensive income:

	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 25,			September 26,
	2005		2004		2005			2004
Net income	$	33,600	$	17,493	$	101,299		$	81,130
Financial instruments marked to market		928		109		(3,062	)		(1,039	)
Cumulative translation adjustment		163		6,240		(32,998	)		(2,025	)
Comprehensive income	$	34,691	$	23,842	$	65,239		$	78,066

Note 9 — Changes in shareholders’ equity

Common shares

	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 26,		September 26,
	2005		2004		2005		2004
	(Shares in thousands)
Common shares, beginning of period		40,791		40,248		40,450		39,817
Shares issued under compensation plans		275		75		616		506
Common shares, end of period		41,066		40,323		41,066		40,323

Treasury shares

      On July 25, 2005, the Company’s Board of Directors authorized the repurchase of up to $140 million of outstanding Teleflex common stock over twelve months ending July 2006. Under the approved plan, the Company repurchased (in thousands) 580 shares on the open market for an aggregate purchase price of $39,263 during the third quarter of 2005.

11

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 10 — 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 primarily 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:

	Pension						Other Benefits				Pension						Other Benefits
	Three Months Ended						Three Months Ended				Nine Months Ended						Nine Months Ended
	September 25,			September 26,			September 25,		September 26,		September 25,			September 26,			September 25,		September 26,
	2005			2004			2005		2004		2005			2004			2005		2004
Service cost	$	1,182		$	1,227		$	65	$	79	$	3,645		$	3,355		$	191	$	194
Interest cost		2,403			2,569			357		431		7,447			7,025			1,057		1,063
Expected return on plan assets		(2,677	)		(2,593	)		—		—		(8,382	)		(7,092	)		—		—
Net amortization and deferral		491			406			122		187		1,509			1,111			361		461
Foreign plans		430			854			—		—		1,548			1,971			—		—
Curtailment charge		116			—			115		—		116			—			115		—
Net benefit cost	$	1,945		$	2,463		$	659	$	697	$	5,883		$	6,370		$	1,724	$	1,718

      Through September 25, 2005, contributions to U.S. and foreign pension plans amounted to $9,382. The Company’s contributions to U.S. and foreign pension plans during all of 2005 are expected to be approximately $10 million.

Note 11 — Commitments and contingent liabilities

      Product warranty liability: The Company warrants to the original purchaser of certain of its products that it will, at its option, repair or replace, without charge, such products if they fail due to a manufacturing defect. Warranty periods vary by product. The Company has recourse provisions for certain products that would enable recovery from third parties for amounts paid under the warranty. The Company accrues for product warranties when, based on available information, it is probable that customers will make claims under warranties relating to products that have been sold, and a reasonable estimate of the costs (based on historical

12

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

claims experience relative to sales) can be made. Set forth below is a reconciliation of the Company’s estimated product warranty liability for the nine months ended September 25, 2005:

Balance — December 26, 2004		$	9,703
	Accruals for warranties issued in 2005		9,119
	Settlements (cash and in kind)		(7,160	)
	Accruals related to pre-existing warranties		1,460
	Effect of dispositions and translation		(211	)
Balance — September 25, 2005		$	12,911

      Operating leases: The Company uses various leased facilities and equipment in its operations. The terms for these leased assets vary depending on the lease agreement. The Company also has synthetic lease programs that are used primarily for plant and equipment. In connection with the synthetic and other leases, the Company had residual value guarantees in the amount of $7,823 at September 25, 2005. The Company’s future payments cannot exceed the minimum rent obligation plus the residual value guarantee amount. The guarantee amounts are tied to the unamortized lease values of the assets under synthetic lease, and are due should the Company decide neither to renew these leases, nor to exercise its purchase option. At September 25, 2005, the Company had no liabilities recorded for these obligations. Any residual value guarantee amounts paid to the lessor may be recovered by the Company from the sale of the assets to a third party.

      Accounts receivable securitization program: The Company uses an accounts receivable securitization program to gain access to enhanced credit markets and reduce financing costs. The Company sells certain trade receivables on a non-recourse basis to a consolidated company, which in turn sells an interest in those receivables to a commercial paper conduit. The conduit issues notes secured by that interest to third party investors. These notes are secured by a 364-day liquidity facility provided by a bank. The assets of the special purpose entity are not available to satisfy the obligations of the Company. In accordance with the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” transfers of assets under the program qualify as sales of receivables. Accordingly, $40,051 of accounts receivable and the related amounts previously recorded in notes payable have been removed from the condensed consolidated balance sheet as of September 25, 2005, with $20,017 removed during the third quarter of 2005.

      Environmental: The Company is subject to contingencies pursuant to environmental laws and regulations that in the future may require the Company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the Company or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), often referred to as Superfund, the U.S. Resource Conservation and Recovery Act (“RCRA”) and similar state laws. These laws require the Company to undertake certain investigative and remedial activities at sites where the Company conducts or once conducted operations or at sites where Company-generated waste was disposed.

      Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. At September 25, 2005, the Company’s condensed consolidated balance sheet included an accrued liability of $6,469 relating to these matters. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may exceed the amount accrued as of September 25, 2005. The time-frame over which the accrued amounts may be paid out, based on past history, is estimated to be 15-20 years.

13

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Litigation: The Company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, intellectual property, employment and environmental matters. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or liquidity.

      In February 2004, a jury verdict of $34,800 was rendered against one of the Company’s subsidiaries in a trademark infringement action. In February 2005, the trial judge entered an order rejecting the jury award in its entirety. Both parties have filed notice to appeal on various grounds. While the Company cannot predict the outcome of the appeals, it will continue to vigorously contest this litigation. No accrual has been recorded in the Company’s condensed 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.

14

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12 — Business segment information

      Information about continuing operations by business segment is as follows:

			Three Months Ended						Nine Months Ended
			September 25,			September 26,			September 25,			September 26,
			2005			2004			2005			2004
Segment data:
	Commercial		$	270,173		$	267,620		$	888,687		$	903,535
	Medical			196,553			202,461			624,410			506,625
	Aerospace			120,664			105,858			354,902			335,297
		Revenues		587,390			575,939			1,867,999			1,745,457
	Commercial			9,199			16,542			59,377			84,459
	Medical			38,938			30,377			114,878			79,664
	Aerospace			11,521			2,512			20,054			(1,556	)
		Operating profit(1)		59,658			49,431			194,309			162,567
	Corporate expenses			3,579			7,585			16,699			20,673
	(Gain) loss on sales of businesses and assets			(5,569	)		563			(5,569	)		(4,520	)
	Restructuring costs			5,776			—			19,723			—
	Minority interest			(5,318	)		(4,457	)		(15,197	)		(13,333	)
		Income from continuing operations before interest, taxes and minority interest	$	61,190		$	45,740		$	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, (gain) loss on sales of businesses and assets, restructuring costs, interest expense and taxes on income are excluded from the measure.

Note 13 — Discontinued operations and assets held for sale

      In August 2005, the Company completed the sale of its automotive pedal systems business and received $13,000 in gross proceeds. The Company recognized a loss on the sale of $983, subject to certain post-closing working capital adjustments which the Company expects to finalize within the next two quarters. During the third quarter of 2005, the Company sold a European medical product sterilization business that was classified as held for sale during the second quarter of 2005 and recognized a pre-tax gain on the sale of $2,150. In addition, the Company recognized a loss on sale of assets of $2,458 related to the first quarter divestiture of Sermatech International. For financial statement purposes, the assets, liabilities, results of operations and cash flows of these businesses have been segregated from those of continuing operations and are presented in the Company’s condensed consolidated financial statements as discontinued operations and assets and liabilities held for sale.

      Revenues of discontinued operations were $16,043 and $111,094 for the three and nine months ended September 25, 2005, respectively, and $49,823 and $171,734 for the three and nine months ended September 26, 2004, respectively. Operating income (loss) from discontinued operations was $(4,299) and $3,645 for the three and nine months ended September 25, 2005, respectively, and $(7,551) and $(11,378) for the three and nine months ended September 26, 2004, respectively.

15

TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Concluded)

      As part of the Company’s previously announced restructuring and divestiture program, the Company determined that assets totaling $867 met the criteria for held for sale classification during the third quarter of 2005. The assets are comprised primarily of land and buildings that are no longer being used in the Company’s operations. The Company determined that the carrying value of each asset held for sale did not exceed the estimated fair value of the asset less costs to sell and therefore did not adjust the carrying value of the asset in the third quarter. During the third quarter of 2005, in addition to the sales of the discontinued operations noted above, the Company sold assets, including assets held for sale totaling $12,545, and recognized an aggregate pre-tax gain on these sales of $5,569. The Company is actively marketing its remaining assets held for sale.

      Assets and liabilities held for sale are comprised of the following:

			September 25,		December 26,
			2005		2004
Assets held for sale:
	Accounts receivable, net		$	1,495	$	32,551
	Inventories			55		13,020
	Property, plant and equipment			2,427		8,099
	Other			194		714
		Total assets held for sale	$	4,171	$	54,384
Liabilities held for sale:
	Accounts payable		$	—	$	16,088
	Accrued expenses			50		6,223
	Deferred income taxes and other			—		5,641
		Total liabilities held for sale	$	50	$	27,952

Note 14 — Subsequent Event

      In October 2005, the Company completed the sale of a product line in its Medical Segment. The Company received gross proceeds of approximately $10 million and anticipates recording a pre-tax gain on the sale of approximately $8 million in the fourth quarter of 2005.

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

      All statements made in this Quarterly Report on Form 10-Q, 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-looking statements are based on the 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, as well as other factors described in our reports filed with the Securities and Exchange Commission, including the information under “Risk Factors” in Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 26, 2004. We expressly disclaim any intent or obligation to update these forward-looking statements, except as otherwise specifically stated by us.

Overview

      We are focused on achieving consistent and sustainable growth through the continued development of our core businesses and carefully selected acquisitions. 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 both the third quarter and first nine months of 2005 as compared to 2004, excluding the impacts of currency, acquisitions and divestitures, was 4%. During the first nine months of 2005, our results were affected by the contribution from the third quarter 2004 acquisition of Hudson Respiratory Care Inc., or HudsonRCI, a leading provider of disposable medical products for respiratory care and anesthesia.

      In August 2005, we completed the sale of our automotive pedal systems business and received $13 million in gross proceeds. We recognized a loss on the sale of $1.0 million, subject to certain post-closing working capital adjustments, which we expect to finalize within the next two quarters. During the third quarter of 2005, we sold a European medical product sterilization business and recognized a pre-tax gain on the sale of $2.2 million. In addition, we sold assets, including assets held for sale totaling $12.5 million, and recognized an aggregate pre-tax gain on these sales of $5.6 million. Earlier in 2005, we reported additional product and business line divestitures associated with our ongoing portfolio review program. During the second quarter of 2005, we adopted a plan to sell a small medical business and we are actively marketing this business. On February 28, 2005, we completed the sale of Sermatech International, a surface-engineering/specialty coatings business, and have recorded a net gain on the sale of $33.7 million. For the third quarter and first nine months of 2005 and comparable periods, the automotive pedal systems business, the European medical product sterilization business, the small medical business and Sermatech business have been presented in our condensed consolidated financial statements as discontinued operations. The Sermatech business was previously reported as part of our Aerospace Segment. In January and February 2005, we also completed the sale of two small product lines in our Medical Segment and an industrial cables business in our Commercial Segment. In October 2005, we completed the sale of a product line in our Medical Segment. We received gross proceeds of approximately $10 million and anticipate recording a pre-tax gain on the sale of approximately $8 million in the fourth quarter of 2005.

17

      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. The charges associated with the restructuring and divestiture program for continuing operations that are included in restructuring costs during the third quarter of 2005 totaled $5.8 million, of which 23% was attributable to our Commercial Segment and 77% was attributable to our Medical Segment. The charges associated with the restructuring and divestiture program for continuing operations that are included in restructuring costs during the first nine months of 2005 totaled $19.7 million, of which 17%, 67% and 16% were attributable to our Commercial, Medical and Aerospace segments, respectively.

      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, beginning with the third quarter of 2004, we consolidated four small entities which previously had 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 for all of our consolidated, but not wholly-owned, subsidiaries. The minority interest in consolidated subsidiaries, which previously was included within selling, engineering and administrative expenses, totaled $4.5 million and $13.3 million for the third quarter and first nine months of 2004, respectively. These reclassifications had no impact on previously reported net income.

      On October 22, 2004 the American Jobs Creation Act, or 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 deduction is subject to a number of limitations and complexities, and during the past six months, we have been analyzing the previous guidance provided by Treasury and the potential impact of applying the repatriation provision to unremitted foreign earnings held by our various controlled foreign corporations. As of September 25, 2005, management had not decided on whether, and to what extent, we might repatriate foreign earnings under the AJCA, and accordingly, our condensed consolidated financial statements do not reflect any provision for taxes on the unremitted earnings. Subsequent to September 25, 2005, management completed its analysis of the impact of the AJCA and has finalized our plans for repatriation. Based on this analysis, we plan to repatriate $300 million of dividends during November and December 2005. Accordingly, we expect to record a tax expense of approximately $10.1 million during the fourth quarter of 2005 as a result of this repatriation. This expense may be offset by an amount up to approximately $13.5 million to the extent that we record a tax benefit with respect to excess foreign tax credits that may be generated in connection with this repatriation. We are also considering additional opportunities to repatriate earnings during the remainder of the year but, based on the analysis to date, are not able to complete the evaluation with respect to these opportunities until after a number of factors are concluded upon. Such factors include, but are not limited to, a final decision with respect to different divestiture and restructuring alternatives currently under consideration and the potential increased cash flow of non-U.S. operations. Based on the analysis performed to date, we believe that it may be possible to repatriate an additional $0 to approximately $80 million in dividends subject to the elective 85% dividends received deduction which would generate a corresponding tax expense from $0 to approximately $3.0 million. With regard to these potential additional dividends, we expect to finalize our evaluation and may then seek the required corporate officer and Board of Directors approvals of the requisite domestic reinvestment plan within the timeframe that the deduction is available.

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 and the comparable activity of divested companies within the most recent twelve-month period. The cumulative nine-month consolidation of variable interest entities performed in the third quarter of 2004 impacts the following quarterly comparisons only. The following comparisons exclude the impact of the automotive pedal systems business, Sermatech International business, European medical

18

product sterilization business and small medical business, which have been presented in our condensed consolidated financial results as discontinued operations.

Comparison of the three and nine months ended September 25, 2005 and September 26, 2004

      Revenues increased 2% in the third quarter of 2005 to $587.4 million from $575.9 million in the third quarter of 2004. This increase was due to an increase of 4% from core growth, offset, in part, by decreases of 1% from the consolidation of variable interest entities and 1% from dispositions. Revenues increased 7% in the first nine months of 2005 to $1.87 billion from $1.75 billion in the first nine months of 2004. This increase was due to increases of 5% from acquisitions, 4% from core growth and 1% from currency, offset, in part, by a decrease of 3% from dispositions. The Commercial, Medical and Aerospace segments comprised 46%, 33% and 21% of our third quarter 2005 revenues, respectively, and 48%, 33% and 19% of our revenues for the first nine months of 2005, respectively.

      Materials, labor and other product costs as a percentage of revenues increased to 71.7% and 71.6% in the third quarter and first nine months of 2005, respectively, compared with 69.9% and 71.0% in the third quarter and first nine months of 2004, respectively, due primarily to the impact of duplicate costs and inefficiencies related to the transfer of products between facilities in the Commercial Segment associated with the restructuring program. Selling, engineering and administrative expenses (operating expenses) as a percentage of revenues declined to 17.8% and 18.1% in the third quarter and first nine months of 2005, respectively, compared with 22.0% and 20.1% in the third quarter and first nine months of 2004, respectively, due primarily to the continuing reduction of facilities and supporting infrastructure costs and decreased corporate expenses relative to higher revenues.

      Interest expense decreased in the third quarter of 2005 principally due to lower average debt levels in the third quarter of 2005. Interest expense increased in the first nine months of 2005 principally from higher acquisition related debt balances in the first half of 2005. The effective income tax rate was 20.2% in the third quarter of 2005 compared with 15.7% in the third quarter of 2004. The higher rate in the third quarter of 2005 was primarily the result of recognizing a benefit in the third quarter of 2004 of $2.0 million, or $0.05 per share, from releasing a tax reserve whose statutory limitation period expired during the quarter. The effective income tax rate was 22.6% in the first nine months of 2005 compared with 22.2% in first nine months of 2004. Net income for the third quarter of 2005 was $33.6 million, an increase of 92% from the third quarter of 2004, due primarily to a 34% increase in segment operating profits net of corporate expenses. Net income for the first nine months of 2005 was $101.3 million, an increase of 25% from the first nine months of 2004, due primarily to a 25% increase in segment operating profits net of corporate expenses and to the gain on the sale of the Sermatech business. Diluted net earnings per share for the third quarter of 2005 increased 91% to $0.82, and includes the cost of restructuring and discontinued operations. Diluted net earnings per share for the first nine months of 2005 increased 24% to $2.47.

      Minority interest in consolidated subsidiaries increased $0.9 million and $1.9 million in the third quarter and first nine months of 2005, respectively, due to increased profits from our entities that are not wholly-owned.

      For the third quarter and first nine months of 2005, the charges, including changes in estimates, associated with the restructuring and divestiture program by segment that are included in restructuring costs were as follows:

	Third Quarter 2005
	Commercial		Medical		Total
	(Dollars in thousands)
Termination benefits	$	715	$	1,237	$	1,952
Contract termination costs		148		48		196
Other restructuring costs		448		3,180		3,628
	$	1,311	$	4,465	$	5,776

19

	First Nine Months 2005
	Commercial			Medical		Aerospace		Total
	(Dollars in thousands)
Termination benefits	$	2,711		$	4,735	$	517	$	7,963
Contract termination costs		(313	)		957		—		644
Asset impairments		156			610		1,898		2,664
Other restructuring costs		859			6,983		610		8,452
	$	3,413		$	13,285	$	3,025	$	19,723

      Termination benefits are comprised of severance-related payments for all employees terminated in connection with the restructuring and divestiture program. Contract termination costs relate primarily to the termination of leases in conjunction with the consolidation of facilities in our Medical Segment and also include a $0.5 million reduction in the estimated cost associated with a lease termination in conjunction with the consolidation of manufacturing facilities in our Commercial Segment. Asset impairments relate primarily to machinery and equipment associated with the consolidation of manufacturing facilities. Other restructuring costs include expenses primarily related to the consolidation of manufacturing operations and the reorganization of administrative functions.

      As of September 25, 2005, we expect to incur the following future restructuring costs in our Commercial and Medical segments over the next three quarters:

	Commercial		Medical
	(Dollars in thousands)
Termination benefits	$	250 -    500	$	14,500 - 17,500
Contract termination costs		0 -    250		2,250 -   4,000
Other restructuring costs		250 -    500		5,500 -   8,000
	$	500 - 1,250	$	22,250 - 29,500

Segment Reviews

      The following is a discussion of our segment operating results.

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 the three and nine months ended September 25, 2005 and September 26, 2004

      Commercial Segment revenues increased 1% in the third quarter of 2005 to $270.2 million from $267.6 million in the third quarter of 2004. The increase was due to a 2% increase in core growth, offset, in part, by a 1% decrease from dispositions. The segment benefited from continued strength in its industrial OEM markets and increased sales of driver and motion controls to automotive OEM markets. Slower sales of products into marine and recreational markets resulted in a decline in revenues for these markets when compared with the prior year period. Commercial Segment revenues declined 2% in the first nine months of 2005 to $888.7 million from $903.5 million in the first nine months of 2004. The decline was due to a 6% decrease from dispositions, offset, in part, by increases of 3% from core growth and 1% from currency.

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Increased sales of products into industrial markets were more than offset by slower sales of products into marine and recreational markets.

      Commercial Segment operating profit declined 44% in the third quarter of 2005 to $9.2 million from $16.5 million in the third quarter of 2004 and declined 30% in the first nine months of 2005 to $59.4 million from $84.5 million in the first nine months of 2004. These declines primarily reflect lower volume related contributions from higher margin marine and recreational products, the impact of duplicate costs and inefficiencies related to the transfer of products between two Tier 2 automotive supply facilities, the bankruptcy of an automotive supply customer and the impact of divestitures made in 2004. Operating profit as a percent of revenues declined to 3.4% in the third quarter of 2005 from 6.2% in the third quarter of 2004 and declined to 6.7% in the first nine months of 2005 from 9.3% in the first nine months of 2004.

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 the three and nine months ended September 25, 2005 and September 26, 2004

      Medical Segment revenues declined 3% in the third quarter of 2005 to $196.6 million from $202.5 million in the third quarter of 2004. The segment generated an increase of 1% from core growth that was more than offset by decreases of 3% from the consolidation of variable interest entities and 1% from dispositions. New product sales of both surgical devices and specialty products from medical device manufacturers contributed to core growth. Medical Segment revenues increased 23% in the first nine months of 2005 to $624.4 million from $506.6 million in the first nine months of 2004. This increase was due to increases of 19% from acquisitions, 4% from core growth and 1% from currency, offset, in part, by a decrease of 1% from dispositions. Medical Segment revenues increased primarily as a result of the increased sale of disposable medical products, particularly related to the third quarter 2004 acquisition of HudsonRCI, a provider of respiratory care products. Sales of surgical instruments and medical devices increased primarily as a result of new product sales and volume increases for specialty devices sold to medical device manufacturers.

      Medical Segment operating profit increased 28% in the third quarter of 2005 to $38.9 million from $30.4 million in the third quarter of 2004 due primarily to significant improvements in the core business related to benefits of the restructuring program and the integration of HudsonRCI. Medical Segment operating profit increased 44% in the first nine months of 2005 to $114.9 million from $79.7 million in the first nine months of 2004 driven primarily by the HudsonRCI acquisition and significant improvements in the core business as benefits of the restructuring program began to be recognized. Operating profit as a percent of revenues increased to 19.8% in the third quarter of 2005 from 15.0% in the third quarter of 2004 and increased to 18.4% in the first nine months of 2005 from 15.7% in the first nine months of 2004.

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 the three and nine months ended September 25, 2005 and September 26, 2004

      Aerospace Segment revenues increased 14% in the third quarter of 2005 to $120.7 million from $105.9 million in the third quarter of 2004. This growth was primarily attributable to strong core growth in repair products and services and in sales of both narrow-body cargo loading systems and wide-body cargo system conversions. Aerospace Segment revenues increased 6% in the first nine months of 2005 to $354.9 million from $335.3 million in the first nine months of 2004. Core growth in repair products and services and cargo handling was offset by the phase out of industrial gas turbine aftermarket services.

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      Aerospace Segment operating profit increased 359% in the third quarter of 2005 to $11.5 million from $2.5 million in the third quarter of 2004. The Aerospace Segment had an operating profit of $20.1 million in the first nine months of 2005 compared to a loss of $1.6 million in the first nine months of 2004. Higher volume and improvements in precision-machined components and the cargo systems businesses contributed to the improvement as did a reduction in losses resulting from the exit of the industrial gas turbine aftermarket services. Operating profit as a percent of revenues increased to 9.5% in the third quarter of 2005 from 2.4% in the third quarter of 2004 and increased to 5.7% in the first nine months of 2005 from (0.5)% in the first nine months of 2004.

Liquidity and Capital Resources

      Operating activities provided net cash of approximately $231.8 million during the first nine months of 2005. Changes in our operating assets and liabilities during the first nine months of 2005 resulted in a net cash inflow of $43.3 million, the most significant of which were decreases in accounts receivable and accounts payable and accrued expenses. The decrease in accounts receivable was primarily due to improved cash collection practices including the sale of certain receivables under a non-recourse securitization program. The decrease in accounts payable and accrued expenses was primarily due to pension plan contributions, payments to a minority interest and payments associated with our restructuring program. Our financing activities during the first nine months of 2005 consisted primarily of a reduction in long-term borrowings of $122.4 million, proceeds from long-term borrowings of $61.1 million and a decrease in notes payable and current borrowings of $46.4 million, driven by improved operating cash flow, proceeds from the disposition of businesses and lower capital spending. On July 25, 2005, our Board of Directors authorized the repurchase of up to $140 million of outstanding Teleflex common stock over twelve months ending July 2006. Under the approved plan, we repurchased 0.6 million shares on the open market for an aggregate purchase price of $39.3 million. Our investing activities during the first nine months of 2005 consisted primarily of proceeds from the sale of businesses and assets of $124.4 million. Net cash used in discontinued operations was $3.3 million in the first nine months of 2005.

      The following table provides our net debt to total capital ratio:

			September 25,			December 26,
			2005			2004
			(Dollars in thousands)
Net debt includes:
	Current borrowings		$	22,774		$	101,856
	Long-term borrowings			635,875			685,912
	Total debt			658,649			787,768
	Less: Cash and cash equivalents			246,078			115,955
		Net debt	$	412,571		$	671,813
Total capital includes:
	Net debt		$	412,571		$	671,813
	Shareholders’ equity			1,133,433			1,109,733
		Total capital	$	1,546,004		$	1,781,546
Percent of net debt to total capital				27	%		38	%

      The decline in our percent of net debt to total capital for September 25, 2005 as compared to December 26, 2004 is primarily due to the receipt of proceeds from the sale of businesses and assets and improved management of working capital.

      We believe that our cash flow from operations and our ability to access additional funds through credit facilities will enable us to fund our operating requirements, capital expenditures and additional acquisition opportunities.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

      There have been no significant changes in market risk for the quarter ended September 25, 2005. See the information set forth in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2004.

Item 4. 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 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) 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.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

      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, intellectual property, employment and environmental matters. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, we do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity.

      In February 2004, a jury verdict of $34.8 million was rendered against one of our subsidiaries in a trademark infringement action. In February 2005, the trial judge entered an order rejecting the jury award in its entirety. Both parties have filed notice to appeal on various grounds. While the Company cannot predict the outcome of the appeals, we will continue to vigorously contest this litigation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      On July 25, 2005, our Board of Directors authorized the repurchase of up to $140 million of outstanding Teleflex common stock over twelve months ending July 2006.

      The following table sets forth certain information regarding our repurchases of our equity securities on the open market during the third quarter of 2005:

					Total Number		Approximate
					of Shares		Dollar Value of
					Purchased as		Shares that May
	Total Number		Average		Part of Publicly		Yet Be Purchased
	of Shares		Price Paid		Announced Plans		Under the Plans
	Purchased		Per Share		or Programs		or Programs
June 27, 2005 - July 31, 2005		—	$	—		—	$	140,000,000
August 1, 2005 - August 28, 2005		565,300	$	67.65		565,300	$	101,742,000
August 29, 2005 - September 25, 2005		14,900	$	67.48		14,900	$	100,737,000
		580,200	$	67.64		580,200	$	100,737,000

Item 3. Defaults Upon Senior Securities

      None.

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      None.

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Item 6. Exhibits

      The following exhibits are filed as part of this report:

Exhibit No.			Description
	31(a)	—	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
	(b)	—	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
	32(a)	—	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.
	(b)	—	Certification of Chief Financial Officer, Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

25

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, thereunto duly authorized.

TELEFLEX INCORPORATED

By:  /s/ Jeffrey P. Black

Jeffrey P. Black

President and Chief Executive Officer

(Principal Executive Officer)

By:  /s/ Martin S. Headley

Martin S. Headley

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

By:  /s/ Bruno Fontanot

Bruno Fontanot

Corporate Controller

(Principal Accounting Officer)

Dated: November 4, 2005

26 EX-31.(A) 2 w13907exv31wxay.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Exhibit 31(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jeffrey P. Black, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a.      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b.      designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

     c.      evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d.      disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a.      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b.      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2005	/s/ Jeffrey P. Black
	Jeffrey P. Black
	Chief Executive Officer and President

EX-31.(A)

exv31wxay

EX-31.(B)

Exhibit 31(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Martin S. Headley, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a.      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b.      designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

     c.      evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d.      disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a.      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b.      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2005	/s/ Martin S. Headley
	Martin S. Headley
	Chief Financial Officer and Executive Vice President

EX-32.(A)

Exhibit 32(a)

CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934

     In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending September 25, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey P. Black, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

Date: November 4, 2005	/s/ Jeffrey P. Black
	Jeffrey P. Black
	Chief Executive Officer and President

EX-32.(B)

Exhibit 32(b)

CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934

     In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending September 25, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin S. Headley, Chief Financial Officer and Executive Vice President, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

Date: November 4, 2005	/s/ Martin S. Headley
	Martin S. Headley
	Chief Financial Officer and Executive Vice President