8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2007

TELEFLEX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 1-5353
(Commission File Number) 23-1147939
(I.R.S. employer identification no.)

155 South Limerick Road,
Limerick, Pennsylvania
(Address of principal executive offices) 19468
(Zip Code)

Registrant’s telephone number, including area code: (610) 948-5100

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 2.01. Completion of Acquisition or Disposition of Assets.

On December 27, 2007, Teleflex Incorporated (the “Company”) completed the sale of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems (the “Business”) to Kongsberg Automotive Holding ASA (“Kongsberg”) for $560 million in cash. The Business meets the criteria for reporting discontinued operations under Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

This Current Report on Form 8-K presents the unaudited pro forma condensed combined Statements of Income for the interim nine month periods ended September 30, 2007 and September 24, 2006 and the unaudited pro forma condensed combined Balance Sheet as of September 30, 2007. In addition, this Current Report presents the unaudited pro forma condensed combined Statements of Income for the three years ended December 31, 2006, December 25, 2005 and December 26, 2004.

The unaudited pro forma financial information reflects the sale of the Business as a discontinued operation in accordance with SFAS No. 144 for all periods presented. The unaudited pro forma financial information also reflects the Company’s acquisition of Arrow International, Inc. (“Arrow”) as of and for the nine month period ended September 30, 2007, and for the year ended December 31, 2006. The unaudited pro forma information should be read in conjunction with the financial statements included in the Company’s Form 10-Q for the quarter ended September 30, 2007 and the annual financial statements included in the Company’s Current Report on Form 8-K filed on October 3, 2007, and the historical financial statements of Arrow included in the Company’s Current Report on Form 8-K/A filed on December 10, 2007.

Item 2.02 Results of Operations and Financial Condition.

On January 3, 2008, certain financial information reflecting as adjusted segment results of operations to reflect discontinued operations was made available 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 99.2 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(b)	The unaudited pro forma financial information required by Item 9.01 (b)(1) of Form 8-K is attached hereto as Exhibit 99.1
(d)	Exhibits
99.1	Unaudited Pro Forma Condensed Combined Statements of Income for the nine month periods ended September 30, 2007 and September 24, 2006, Unaudited Pro Forma Condensed Combined Statements of Income for the years ended December 31, 2006, December 25, 2005 and December 26, 2004 and the Unaudited Pro Forma Condensed Combined Balance Sheet for September 30, 2007.
99.2	As adjusted Segment Results of Operations to Reflect Discontinued Operations

2

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
	Chairman and Chief Executive Officer (Principal Executive Officer)
By:	/S/ Kevin K. Gordon
	Kevin K. Gordon
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
By:	/S/ Charles E. Williams
	Charles E. Williams
	Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

3

Exhibit Index

Exhibit No.	Description
99.1	Unaudited pro forma condensed combined Statements of Income for the nine month periods ended September 30, 2007 and September 24, 2006, unaudited pro forma condensed combined Statements of Income for the years ended December 31, 2006, December 25, 2005 and December 26, 2004 and the unaudited pro forma condensed combined Balance Sheet for September 30, 2007.
99.2	As adjusted Segment Results of Operations to Reflect Discontinued Operations

4

EX-99.1

Exhibit 99.1

TELEFLEX INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION

Dispositions

On December 27, 2007, Teleflex Incorporated (the “Company”) completed the sale of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems (the “Business”) to Kongsberg Automotive Holding ASA (“Kongsberg”) for $560 million in cash. The Business meets the criteria for reporting discontinued operations under Statement of Financial Accounting Standards (“SFAS”) no. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

The business units divested, Teleflex Automotive, Teleflex Industrial and Teleflex Fluid Systems, are all part of the Teleflex Commercial Segment.

The unaudited pro forma condensed combined Statements of Income give effect to the closing of the transaction as if the sale had been consummated at the beginning of the fiscal year ended December 26, 2004. The unaudited pro forma condensed combined Balance Sheet gives effect to the closing of the transaction as if the sale had been consummated on September 30, 2007. As such, the resulting gain or loss as reported in the unaudited pro forma condensed combined Balance Sheet as of September 30, 2007 may be different than the gain or loss that will be recognized by the Company upon the completion date of the transaction.

The Company’s Credit Agreement requires a mandatory prepayment of the net cash proceeds from any asset sale. The net cash proceeds from the divestiture of the Business are subject to this mandatory prepayment arrangement under the terms of the Credit Agreement. The pro forma results for the condensed combined Balance Sheet show the repayment of the net cash proceeds from the sale of the Business of $400 million as if the repayment occurred on September 30, 2007. As a result of the repayment, the Balance Sheet also reflects the write-off of $4.2 million of the deferred financing costs related to the Term Loan Facility proportionate to the amount of the loan repayment.

Acquisitions

On October 1, 2007, Teleflex Incorporated (“the Company”) acquired all of the outstanding capital stock of Arrow International, Inc. (“Arrow”) for approximately $2.1 billion. Arrow is a global provider of catheter-based access and therapeutic products for critical and cardiac care. The acquisition was financed from:

	Total
	(in thousands)
Cash on hand	$	422,647
Company Credit Agreement:
Term loan facility, five year term, rate of LIBOR + 150 basis points		1,400,000
$400 million Revolving credit facility, five year term, rate of LIBOR + 150 basis points		72,000
Note Purchase Agreement:
7.62% Series A Senior Notes, due 10/1/2012		130,000
7.94% Series B Senior Notes, due 10/1/2014		40,000
Floating Rate Series C Senior Notes, due 10/1/2012		30,000
Total	$	2,094,647

In connection with the acquisition and new borrowings, the Company also:

• Executed an interest rate swap for $600 million of the term loan from a floating rate to a fixed rate of 6.25%.

• Retired notes consisted of: $30,000,000 7.40% Senior Notes due November 15, 2007 and $30,000,000 6.80% Senior Notes, Series B due December 15, 2008.

• Amended the interest rates on existing notes as follows:

o 7.66% in respect of the $150,000,000 Series 2004-1 Tranche A Senior Notes due 2011

o 8.14% in respect of the $100,000,000 Series 2004-1 Tranche B Senior Notes due 2014

o 8.46% in respect of the $100,000,000 Series 2004-1 Tranche C Senior Notes due 2016

o 7.82% in respect of the $50,000,000 Senior Notes due October 25, 2012.

The accompanying unaudited pro forma condensed combined Balance Sheet combines the historical balance sheets of the Company as of September 30, 2007 and Arrow as of August 31, 2007, under the purchase method of accounting, giving effect to the transaction as if it had occurred on September 30, 2007.

5

TELEFLEX INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The accompanying unaudited pro forma condensed combined statements of income combine the historical statements of income of the Company for the fiscal period December 26, 2005 to December 31, 2006, the Company’s fiscal year, and the nine month interim period January 1, 2007 to September 30, 2007 with Arrow’s historical statement of income for the fiscal period December 1, 2005 to November 30, 2006, and the nine month interim period from December 1, 2006 to August 31, 2007, respectively. Arrow’s fiscal year end is August 31. In order to present Arrow’s historical statements in accordance with SEC guidelines, the fiscal period for Arrow was derived from their August 31, 2006 fiscal year end historical financials, deducting the three month period ending November 30, 2005 and adding the three month period ending November 30, 2006. Arrow’s nine month interim period was derived from their August 31, 2007 fiscal year end historical financials and deducting the three month period ending November 30, 2006. The pro forma statements of income presented gives effect to the transaction as if it had occurred at the beginning of the Company’s fiscal period, December 26, 2005.

The costs related to the integration of Arrow’s operations into the Company are not included in the unaudited pro forma condensed combined balance sheet as of September 30, 2007. We have not yet finalized the integration plan for Arrow, as such, we have not yet finalized our estimate of integration costs. We expect a significant portion of these costs will require cash outlays and will primarily relate to severance and other integration-related costs, including the elimination of excess capacity and workforce reductions. To the extent that the costs relate to actions that impact Arrow’s employees and operations, such costs will be accounted for as a cost of the Acquisition and will be included in goodwill. To the extent that the costs relate to actions that impact the Company’s employees and operations, such costs will be accounted for as a charge to earnings in the periods that the related actions are taken. In addition, the pro forma combined balance sheet does not reflect Arrow’s change in control costs related to the vesting of share based awards and management bonuses of approximately $42.9 million and consulting and legal fees of approximately $14.0 million related to Arrow’s review of strategic alternatives to enhance shareholder value. These costs and fees were paid on October 1, 2007.

The unaudited pro forma condensed combined statements of income do not include the costs of integrating Arrow, nor do they include the estimated annual synergies expected to be realized upon completion of the integration of Arrow, nor do they include the nonrecurring charges that the Company will be recording in its financials in the next twelve months for the $35.8 million inventory step-up, the $30.0 million in-process research and development write-off that is charged to expense as of the date of the combination and the $1.0 million financing costs paid to third parties for the amended notes.

The unaudited pro forma condensed combined balance sheet as of September 30, 2007 does not include the anticipated deferred tax liability for Arrow related to the change in position by Teleflex management with respect to previously untaxed foreign earnings of Arrow which historically were considered permanently reinvested. The Company has not yet finalized its analysis, however the deferred tax liability will be accounted for as a cost of the acquisition and will be included in goodwill.

The Company’s taxes on income from continuing operations of $140.7 million for 2007 includes discrete income tax charges incurred by Teleflex in anticipation of the Arrow acquisition during the third quarter of 2007. Specifically, in connection with funding the acquisition of Arrow, the Company (i) repatriated approximately $197.0 million of cash from foreign subsidiaries which had previously been deemed to be permanently reinvested in the respective foreign jurisdictions; and (ii) changed its position with respect to certain additional previously untaxed foreign earnings to treat these earnings as no longer permanently reinvested. These items resulted in a discrete income tax charge during the third quarter of 2007 of approximately $90.2 million.

The unaudited pro forma condensed combined financial statements are based on the estimates and assumptions set forth in the notes to such statements, which are preliminary and have been made solely for purposes of developing such pro forma information. A preliminary allocation of the costs to acquire Arrow has been made to certain of the assets of Arrow in the accompanying unaudited pro forma combined financial statements based on preliminary estimates. The Company is continuing to assess the estimated fair values of the assets and liabilities acquired. Accordingly, the final allocation may be different from the amounts reflected in the accompanying unaudited pro forma combined financial statements.

The unaudited pro forma condensed combined financial statements described above should be read in conjunction with the historical financial statements of the Company and Arrow and the related notes thereto. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

6

TELEFLEX INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION

Financing Arrangements

The Company incurred the following financing costs (in thousands):

	Total
Company Credit Agreement:
Term loan facility	$	14,540
Revolving credit facility		3,707
Note Purchase Agreement:
7.62% Series A Senior Notes		803
7.94% Series B Senior Notes		247
Floating Rate Series C Senior Notes		185
Amended Notes – paid to creditor		1,083
Deferred Financing Costs	$	20,565

For the nine months ended September 30, 2007 the pro forma condensed combined income statement interest expense (based on the stated interest rates), amortization of financing costs and the potential impact from a 1/8% change in interest rates on debt that is not at a fixed rate was determined as follows (in thousands):

	Interest			Amortization of					1/8%
	Expense			Financing Costs		Total			Variance
Company Credit Agreement:
Term loan facility	$	72,305		$	2,482	$	74,787		$	1,171
Revolving credit facility		15,006			556		15,562			270
Note Purchase Agreement:
7.62% Series A Senior Notes		7,434			121		7,555			—
7.94% Series B Senior Notes		2,385			26		2,411			—
Floating Rate Series C Senior Notes		1,842			28		1,870			27
Amended Notes		7,261			155		7,416			—
		106,233			3,368		109,601			1,468
Interest Rate Swap at 6.25%		(5,948	)		—		(5,948	)		(567	)
Total	$	100,285		$	3,368	$	103,653		$	901

For the year ended December 31, 2006 the pro forma condensed combined income statement interest expense (based on the stated interest rates), amortization of financing costs and the potential impact from a 1/8% change in interest rates on debt that is not at a fixed rate was determined as follows (in thousands):

	Interest			Amortization of					1/8%
	Expense			Financing Costs		Total			Variance
Company Credit Agreement:
Term loan facility	$	93,714		$	3,614	$	97,328		$	1,708
Revolving credit facility		19,455			741		20,196			360
Note Purchase Agreement:
7.62% Series A Senior Notes		9,912			161		10,073			—
7.94% Series B Senior Notes		3,180			35		3,215			—
Floating Rate Series C Senior Notes		2,399			37		2,436			36
Amended Notes		9,680			206		9,886			—
		138,340			4,794		143,134			2,104
Interest Rate Swap at 6.25%		(5,992	)		—		(5,992	)		(756	)
Total	$	132,348		$	4,794	$	137,142		$	1,348

7

TELEFLEX INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION

Purchase Accounting

The components of acquisition cost are as follows (in millions):

Purchase price to acquire all of Arrow’s outstanding common stock	$	2,094.6
Transaction costs incurred by Teleflex, consisting primarily of fees and expenses of investment bankers, attorney’s and accountants		10.8
Total acquisition cost	$	2,105.4

The preliminary allocation of acquisition cost to the Arrow assets and liabilities acquired under the purchase method of accounting is as follows (in millions):

Preliminary Purchase Price Allocation
Net assets of Arrow per historical balance sheet as of August 31, 2007	(1	)(a)	$	571.2
Adjustments to record net assets acquired based on estimated fair values:
Accounts receivable, net	(1	)(b)		(0.2	)
Inventories	(1	)(c)(d)		35.8
Property, plant and equipment, net	(1	)(c)		(0.9	)
Incremental intangible assets	(1	)(c)(e)		615.8
Indefinite lived intangible assets	(1	)(c)(e)		249.0
In-process research and development	(1	)(c)(e)		30.0
Deferred income taxes — noncurrent	(1	)(f)		(332.2	)
FIN 48	(1	)(g)		(4.9	)
Incremental goodwill recorded				941.8
Total acquisition cost			$	2,105.4

(1)(a)	Includes $42.9 million of goodwill and $36.3 million of intangible assets recorded in Arrow’s historical balance sheet as of August 31, 2007.
(1)(b)	Reflects an adjustment to record Arrow’s accounts receivable at net fair value.
(1)(c)	Preliminary fair value adjustments determined by Teleflex’s management.
(1)(d)	Finished goods were valued at estimated selling prices less the sum of costs of disposal and a reasonable profit allowance to sell. Work in process was valued at estimated selling prices of finished goods less the sum of costs to complete, costs of disposal, and a reasonable profit allowance to sell based on profit for similar finished goods. Raw materials were valued at current replacement costs.
(1)(e)	Certain assets acquired in the Arrow merger qualify for recognition as intangible assets apart from goodwill in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. The preliminary estimated fair value of intangible assets acquired included customer related intangibles of $498.7 million, trade names of $249.0 million and purchased technology of $153.4 million. Customer related intangibles have a useful life of 25 years and purchased technology have useful lives ranging from 7-15 years. Tradenames have an indefinite useful life. A portion of the purchase price allocation, represented in-process research and development is deemed to have no future alternative use and will be charged to expense as of the date of the combination.
(1)(f)	The increase in noncurrent deferred income taxes primarily represents a $332.2 million deferred tax liability associated with the difference between the assigned values and tax bases of the incremental $615.8 million intangible assets, the $249.0 million indefinite lived intangible assets as well as the preliminary fair value purchase accounting adjustments to accounts receivable, net, inventories and property, plant and equipment, net. No deferred taxes were recorded for in-process research and development.
(1)(g)	Purchase accounting adjustment for FIN 48 to conform Arrow’s accounting policy.

8

TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(Unaudited)

	Nine Months Ended
	(Dollars and shares in thousands, except per share)
	Teleflex, Inc							Teleflex, Inc			Arrow							Combined
	September 30,							September 30,			August 31,				Pro Forma			September 30,
	2007				Disposition			2007			2007				Adjustments			2007
								Adjusted
Revenues	$	2,003,124		A	$	(651,905	)	$	1,351,219		$	388,995			$	—		$	1,740,214
Materials, labor and other product costs		1,387,187		A		(514,723	)		872,464			194,632				—			1,067,096
Gross profit		615,937				(137,182	)		478,755			194,363				—			673,118
Selling, engineering and administrative expenses		394,604		A		(97,118	)		297,486			127,706		B		(3,621	)
														C		19,766			441,337
Net loss on sales of assets		1,121				—			1,121			101				—			1,222
Special charges		—				—			—			8,120		D		(8,120	)		—
Restructuring and impairment charges		6,999		A		(540	)		6,459			1,329				—			7,788
Income from continuing operations before interest, taxes and minority interest		213,213				(39,524	)		173,689			57,107				(8,025	)		222,771
Interest expense		29,147		A		(579	)		28,568			1,547		E		(1,547	)
														F		(549	)
														G		103,653
														H		(21,367	)		110,305
Interest income		(8,301	)	A		379			(7,922	)		(5,563	)	I		13,485			—
Income from continuing operations before taxes and minority interest		192,367				(39,324	)		153,043			61,123				(101,700	)		112,466
Taxes on income from continuing operations		140,708		A		(12,534	)		128,174			22,939		J		(90,162	)
														K		(36,444	)		24,507
Income from continuing operations before minority interest		51,659				(26,790	)		24,869			38,184				24,906			87,959
Minority interest in consolidated subsidiaries, net of tax		22,416		A		(1,400	)		21,016			—				—			21,016
Income from continuing operations	$	29,243			$	(25,390	)	$	3,853		$	38,184			$	24,906		$	66,943
Earnings per share:
Basic:
Income from continuing operations	$	0.75			$	(0.65	)	$	0.10									$	1.71
Diluted:
Income from continuing operations	$	0.74			$	(0.64	)	$	0.10									$	1.69
Weighted average common shares outstanding:
Basic		39,207							39,207										39,207
Diluted		39,638							39,638										39,638

The accompanying notes are an integral part of these unaudited pro forma condensed
combined financial statements

9

TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Pro Forma Statement of Income for the Nine Months ended September 30, 2007

Note A	Reflects the elimination of the operations of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.
Note B	The reduction in depreciation expense reflects adjustments determined by Teleflex’s management that reduced the fair values of Property, Plant and Equipment, net, primarily in computer software and computer hardware.
Note C	Reflects the increase in amortization of intangibles identified in the preliminary purchase price allocation.
Note D	Reflects the reversal of Arrow’s special charges recognized during fiscal 2007 for material nonrecurring charges related to Arrow’s review of strategic alternatives to enhance shareholder value as they are directly attributable to the merger. The special charges related to legal and consulting $3.8 million, severance and related costs to former executives $1.9 million and accelerated vesting of stock options $2.4 million.
Note E	Elimination of Arrow interest expense for debt repaid in connection with the acquisition by the Company.
Note F	Reflects elimination of interest expense related to the Company’s retired notes. As of January 1, 2007 the outstanding principle on the 7.40% Senior Notes was $3 million and the outstanding principle on the 6.80% Senior Notes was $7.5 million. These notes were repaid in connection with the additional borrowings used to finance the acquisition.
Note G	Reflects interest expense and amortization of financing costs as shown in the nine months ended September 30, 2007 table under the Financing Arrangements note above.
Note H	Reflects the reduction in interest expense on the term loan facility, as required under the Company’s Credit Agreement, resulting from application of the proceeds on the sale of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.

	(in thousands)
Lower interest expense on the term loan facility	$	20,658
Lower amortization expense of debt issuance costs related to the term loan facility		709
	$	21,367

Note I	Reflects reversal of interest income due to the utilization of cash and cash equivalents for the merger.
Note J	Reflects the reversal of discrete income tax charges incurred in connection with funding the Arrow acquisition, as noted above.
Note K	Reflects the tax effects at the statutory tax rates applicable to the jurisdictions to which the pro forma adjustments have been made.

10

TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(Unaudited)

	Nine Months Ended
	September 24,							September 24,
	2006				Disposition			2006
	(Dollars and shares in thousands, except per share)
Revenues	$	1,855,592		A	$	(613,587	)	$	1,242,005
Materials, labor and other product costs		1,299,075		A		(485,178	)		813,897
Gross profit		556,517				(128,409	)		428,108
Selling, engineering and administrative expenses		361,071		A		(82,934	)		278,137
Net loss on sales of assets		732				—			732
Restructuring and impairment charges		16,243		A		(485	)		15,758
Income from continuing operations before interest, taxes and minority interest		178,471				(44,990	)		133,481
Interest expense		31,158		A		(1,073	)		30,085
Interest income		(4,877	)	A		83			(4,794	)
Income from continuing operations before taxes and minority interest		152,190				(44,000	)		108,190
Taxes on income from continuing operations		37,755		A		(13,526	)		24,229
Income from continuing operations before minority interest		114,435				(30,474	)		83,961
Minority interest in consolidated subsidiaries, net of tax		18,215		A		(1,249	)		16,966
Income from continuing operations	$	96,220			$	(29,225	)	$	66,995
Earnings per share:
Basic:
Income from continuing operations	$	2.40			$	(0.73	)	$	1.67
Diluted:
Income from continuing operations	$	2.39			$	(0.73	)	$	1.66
Weighted average common shares outstanding:
Basic		40,019							40,019
Diluted		40,241							40,241

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(A) - Reflects the elimination of the operations of the Company’s business units that design and manufacture automotive and         industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.

The accompanying notes are an integral part of these unaudited pro forma condensed
combined financial statements

11

TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(Unaudited)

	For the Fiscal Period Ended December 31, 2006
	(Dollars and shares in thousands, except per share)
	Teleflex, Inc							Teleflex, Inc			Arrow							Combined
	December 31,							December 31,			November 30,				Pro Forma			December 31,
	2006				Disposition			2006			2006				Adjustments			2006
								Adjusted
Revenues	$	2,514,886		A	$	(824,077	)	$	1,690,809		$	490,796			$	—		$	2,181,605
Materials, labor and other product costs		1,760,024		A		(654,372	)		1,105,652			248,341				—			1,353,993
Gross profit		754,862				(169,705	)		585,157			242,455				—			827,612
selling, engineering and administrative expenses		484,547		A		(109,586	)		374,961			159,377		B		(5,080	)
														C		26,404			555,662
Net loss on sales of assets		838		A		(106	)		732			(281	)			—			451
Restructuring and impairment charges		25,226		A		(2,903	)		22,323			225				—			22,548
Income from continuing operations before interest, taxes and minority interest		244,251				(57,110	)		187,141			83,134				(21,324	)		248,951
Interest expense		41,997		A		(797	)		41,200			1,264		D		(1,264	)
														E		(1,077	)
														F		137,142
														G		(29,843	)		147,422
Interest income		(6,412	)	A		135			(6,277	)		(5,100	)	H		11,377			—
Income from continuing operations before taxes and minority interest		208,666				(56,448	)		152,218			86,970				(137,659	)		101,529
Taxes on income from continuing operations		50,295		A		(17,376	)		32,919			28,305		I		(49,549	)		11,675
Income from continuing operations before minority interest		158,371				(39,072	)		119,299			58,665				(88,110	)		89,854
Minority interest in consolidated subsidiaries, net of tax		24,957		A		(1,746	)		23,211			—				—			23,211
Income from continuing operations	$	133,414			$	(37,326	)	$	96,088		$	58,665			$	(88,110	)	$	66,643
Earnings per share:
Basic:
Income from continuing operations	$	3.36			$	(0.94	)	$	2.42									$	1.68
Diluted:
Income from continuing operations	$	3.34			$	(0.93	)	$	2.40									$	1.67
Weighted average common shares outstanding:
Basic		39,760							39,760										39,760
Diluted		39,988							39,988										39,988

The accompanying notes are an integral part of these unaudited pro forma condensed
combined financial statements

12

TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Pro Forma Statement of Income for the Twelve Months ended December 31, 2006

Note A	Reflects the elimination of the operations of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.
Note B	The reduction in depreciation expense reflects adjustments determined by Teleflex’s management that reduced the fair values of Property, Plant and Equipment, net, primarily in computer software and computer hardware.
Note C	Reflects the increase in amortization of intangibles identified in the preliminary purchase price allocation.
Note D	Elimination of Arrow interest expense for debt repaid in connection with the acquisition by the Company.
Note E	Reflects elimination of interest expense related to the Company’s retired notes. As of December 25, 2005 the outstanding principle on the 7.40% Senior Notes was $6 million, $3 million was repaid in September 2006, and the outstanding principle on the 6.80% Senior Notes was $11 million, $3.5 million was repaid in September 2006. These notes were repaid in connection with the additional borrowings used to finance the acquisition.
Note F	Reflects interest expense and amortization of financing costs as shown in the year ended December 31, 2006 table in the Financing Arrangements note above.
Note G	Reflects the reduction in interest expense on the term loan facility, as required under the Company’s Credit Agreement, resulting from application of the proceeds on the sale of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.

	(in thousands)
Lower interest expense on the term loan facility	$	28,810
Lower amortization expense of debt issuance costs related to the term loan facility		1,033
	$	29,843

Note H	Reflects reversal of interest income due to the utilization of cash and cash equivalents for the merger.
Note I	Reflects the tax effects at the statutory tax rates applicable to the jurisdictions to which the pro forma adjustments have been made.

13

TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(Unaudited)

	Year Ended
	December 25,							December 25,
	2005				Dispositions			2005
	(Dollars and shares in thousands, except per share)
Revenues	$	2,387,613		A	$	(825,741	)	$	1,561,872
Materials, labor and other product costs		1,692,826		A		(648,064	)		1,044,762
Gross profit		694,787				(177,677	)		517,110
Selling, engineering and administrative expenses		440,677		A		(106,849	)		333,828
Gain on sales of businesses and assets		(14,557	)	A		443			(14,114	)
Restructuring and impairment charges		27,066		A		(3,387	)		23,679
Income from continuing operations before interest, taxes and minority interest		241,601				(67,884	)		173,717
Interest expense		44,501		A		(468	)		44,033
Interest income		(4,363	)			—			(4,363	)
Income from continuing operations before taxes and minority interest		201,463				(67,416	)		134,047
Taxes on income from continuing operations		46,931		A		(19,389	)		27,542
Income from continuing operations before minority interest		154,532				(48,027	)		106,505
Minority interest in consolidated subsidiaries, net of tax		20,337		A		(1,319	)		19,018
Income from continuing operations	$	134,195			$	(46,708	)	$	87,487
Earnings (losses) per share:
Basic:
Income from continuing operations	$	3.31			$	(1.15	)	$	2.16
Diluted:
Income from continuing operations	$	3.28			$	(1.14	)	$	2.14
Weighted average common shares outstanding:
Basic		40,516							40,516
Diluted		40,958							40,958

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(A) - Reflects the elimination of the operations of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.

The accompanying notes are an integral part of these unaudited pro forma condensed
combined financial statements

14

TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(Unaudited)

	Year Ended
	December 26,							December 26,
	2004				Disposition			2004
	(Dollars and shares in thousands, except per share)
Revenues	$	2,271,992		A	$	(802,429	)	$	1,469,563
Materials, labor and other product costs		1,593,206		A		(617,751	)		975,455
Gross profit		678,786				(184,678	)		494,108
Selling, engineering and administrative expenses		475,890		A		(110,149	)		365,741
Gain on sales of businesses and assets		(2,733	)			—			(2,733	)
Restructuring and impairment charges		67,618		A		(14,156	)		53,462
Income from continuing operations before interest, taxes and minority interest		138,011				(60,373	)		77,638
Interest expense		37,682		A		(127	)		37,555
Interest income		(565	)			—			(565	)
Income from continuing operations before taxes and minority interest		100,894				(60,246	)		40,648
Taxes on income from continuing operations		11,297		A		(19,319	)		(8,022	)
Income from continuing operations before minority interest		89,597				(40,927	)		48,670
Minority interest in consolidated subsidiaries, net of tax		19,219		A		(1,174	)		18,045
Income from continuing operations	$	70,378			$	(39,753	)	$	30,625
Earnings per share:
Basic:
Income from continuing operations	$	1.75			$	(0.99	)	$	0.76
Diluted:
Income from continuing operations	$	1.74			$	(0.98	)	$	0.76
Weighted average common shares outstanding:
Basic		40,205							40,205
Diluted		40,495							40,495

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(A) - Reflects the elimination of the operations of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.

The accompanying notes are an integral part of these unaudited pro forma condensed
combined financial statements

15

TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEETS
(Unaudited)

	Teleflex, Inc						Teleflex, Inc		Arrow						Combined
	September 30,						September 30,		August 31,			Pro Forma			September 30,
	2007			Disposition			2007		2007			Adjustments			2007
							Adjusted
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	497,724	A	$	559,840		$	1,057,564	$	159,398	C	$	1,672,000		$
											D		(35,054	)
											E		(2,105,452	)
											F		(20,565	)
											G		(400,000	)		327,891
Marketable securities		—			—			—		16,024			—			16,024
Accounts receivable, net		396,481	A		(158,335	)		238,146		107,741	E		(215	)		345,672
Inventories		420,807	A		(107,258	)		313,549		112,665	E		35,852			462,066
Prepaid expenses		23,210	A		(7,847	)		15,363		16,096			—			31,459
Deferred tax assets		66,842	A		(3,539	)		63,303		11,956			—			75,259
Assets held for sale		2,760			—			2,760		—			—			2,760
Total current assets		1,407,824			282,861			1,690,685		423,880			(853,434	)		1,261,131
Property, plant and equipment, net		388,577	A		(143,685	)		244,892		183,896	E		(879	)		427,909
Goodwill		534,208	A		(71,573	)		462,635		42,907	E		941,779			1,447,321
Intangibles and other assets		285,514	A		(42,451	)		243,063		63,725	E		894,797
											F		20,565
											G		(4,154	)
											H		(30,000	)		1,187,996
Investments in affiliates		28,072	A		(3	)		28,069		—			—			28,069
Deferred tax assets		4,608	A		(616	)		2,344		—			—
			B		(1,648	)										2,344
Total assets	$	2,648,803		$	22,885		$	2,671,688	$	714,408		$	968,674		$	4,354,770
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current borrowings	$	80,562		$	—		$	80,562	$	35,749	D	$	(35,054	)	$
											C		105,000
											C		72,000
											G		(30,000	)		228,257
Accounts payable		214,707	A		(96,134	)		118,573		17,655			—			136,228
Accrued expenses		112,154	A		(41,201	)		85,141		36,051			—
			A		14,188											121,192
Payroll and benefit-related liabilities		85,766	A		(747	)		85,019		23,905			—			108,924
Income taxes payable		50,203	A		(665	)		192,738		—	G		(1,516	)
			A		143,200											191,222
Deferred tax liabilities		1,099	A		(199	)		900		—			—			900
Total current liabilities		544,491			18,442			562,933		113,360			110,430			786,723
Long-term borrowings		455,878			—			455,878		—	C		1,295,000
											C		200,000
											G		(370,000	)		1,580,878
Deferred tax liabilities		130,005	A		(19,178	)		110,827		6,873	E		332,187			449,887
Pension and postretirement benefit liabilities		87,111	A		(16,579	)		68,146		22,961			—
			B		(2,386	)										91,107
Other liabilities		96,317	A		(1,279	)		95,038		—	E		4,909			99,947
Total liabilities		1,313,802			(20,980	)		1,292,822		143,194			1,572,526			3,008,542
Minority interest in equity of consolidated subsidiaries		44,941	A		(10,721	)		34,220		—			—			34,220
Commitments and contingencies Shareholders’ equity		1,290,060	A		54,586			1,344,646		571,214	G		(2,638	)
											H		(30,000	)
											I		(571,214	)		1,312,008
Total liabilities and shareholders’ equity	$	2,648,803		$	22,885		$	2,671,688	$	714,408		$	968,674		$	4,354,770

The accompanying notes are an integral part of these unaudited pro forma condensed
combined financial statements

16

TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Pro Forma Balance Sheet as of September 30, 2007

Note A Reflects the proceeds, the elimination of the assets and liabilities and the adjustments to record the sale of the Company’s business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems, which were sold to Kongsberg.

	(in thousands)
Cash — proceeds	$	559,840
Accrued expenses — investment banker fees and other consulting costs		(7,762	)
Accrued expenses — retention accrual		(6,426	)
Income taxes payable — for taxes on sale of business units		(143,200	)
Curtailment loss		(1,950	)
Net assets and liabilities of business units sold		(348,604	)
Cumulative translation related to business units sold included in the gain		43,307
Gain on sale of business units sold		95,205
Accumulated other comprehensive income — pension curtailment		2,688
Reclassification of cumulative translation related to business units sold included in the gain		(43,307	)
	$	54,586

Note B Reflects the adjustments to record the pension curtailment loss related to the Company’s business units which were sold to Kongsberg.

	(in thousands)
Deferred tax assets	$	(1,648	)
Pension and other postretirement		2,386
Accumulated other comprehensive income		(2,688	)
Curtailment loss — included in gain on sale of business units	$	(1,950	)

Note C Reflects the cash proceeds and additional indebtedness incurred under the Company’s Credit Agreement and issuance of new notes under the Note Purchase Agreement.

	(in thousands)
Current portion of term loan facility	$	105,000
Revolving credit facility		72,000
Noncurrent portion of term loan facility		1,295,000
Noncurrent portion of new notes under the Note Purchase Agreement		200,000
	$	1,672,000

Note D	Reflects the elimination of Arrow debt repaid in connection with the acquisition by the Company.
Note E	Reflects the purchase price paid for Arrow and the fair value adjustments determined by Teleflex’s management to record the acquisition. See the Purchase Accounting note above.
Note F	Reflects the deferred financing costs associated with the Company’s Credit Agreement, Note Purchase Agreements and the amended notes. See the Financing Arrangements note above.
Note G	Reflects a partial repayment of the term loan facility from the proceeds from the sale of the Company’s business units which were sold to Kongsberg, as required under the Company’s Credit Agreement and the related write-off of deferred financing costs.
Note H	Reflects the write-off of in-process research and development recorded in Note E.
Note I	Reflects the elimination of Arrow equity.

17

EX-99.2

Exhibit 99.2

Teleflex Incorporated
As Adjusted Segment Results of Operations	2007 Quarter — (Unaudited)									2007 Year to Date — (Unaudited)
To Reflect Discontinued Operations										6 MTHS			9 MTHS
	4/1			7/1			9/30			7/1			9/30
Revenues
Commercial	$	103,194		$	118,542		$	116,990		$	221,736		$	338,726
Medical		226,889			226,428			227,825			453,317			681,142
Aerospace		110,257			107,347			113,747			217,604			331,351
Total revenues	$	440,340		$	452,317		$	458,562		$	892,657		$	1,351,219
Segment operating profit (*)
Commercial	$	5,528		$	10,178		$	2,304		$	15,706		$	18,010
Medical		48,609			43,218			50,448			91,827			142,275
Aerospace		12,586			12,044			7,544			24,630			32,174
Total segment operating profit		66,723			65,440			60,296			132,163			192,459
Corporate expenses		10,690			12,376			9,140			23,066			32,206
(Gain) loss on sales of businesses and assets		(793	)		2,121			(207	)		1,328			1,121
Restructuring and impairment charges		441			1,081			4,937			1,522			6,459
Minority interest in consolidated subsidiaries		(7,108	)		(6,708	)		(7,200	)		(13,816	)		(21,016	)
Income from continuing operations before interest, taxes and minority interest		63,493			56,570			53,626			120,063			173,689
Interest expense, net		7,904			7,450			5,292			15,354			20,646
Income from continuing operations before taxes and minority interest		55,589			49,120			48,334			104,709			153,043
Taxes on income from continuing operations		14,650			9,166			104,358			23,816			128,174
Income from continuing operations before minority interest		40,939			39,954			(56,024	)		80,893			24,869
Minority interest in consolidated subsidiaries		7,108			6,708			7,200			13,816			21,016
Income from continuing operations		33,831			33,246			(63,224	)		67,077			3,853
Operating income from discontinued operations		17,753			93,217			7,439			110,970			118,409
Taxes on income from discontinued operations		7,310			32,602			1,251			39,912			41,163
Net income	$	44,274		$	93,861		$	(57,036	)	$	138,135		$	81,099
Earnings per share:
Basic:
Income from continuing operations	$	0.87		$	0.85		$	(1.61	)	$	1.71		$	0.10
Income from discontinued operations	$	0.27		$	1.55		$	0.16		$	1.82		$	1.97
Net income	$	1.13		$	2.39		$	(1.45	)	$	3.53		$	2.07
Diluted:
Income from continuing operations	$	0.86		$	0.84		$	(1.61	)	$	1.70		$	0.10
Income from discontinued operations	$	0.27		$	1.53		$	0.16		$	1.80		$	1.95
Net income	$	1.12		$	2.37		$	(1.45	)	$	3.49		$	2.05
Average number of common and common equivalent shares outstanding:
Basic		39,032			39,221			39,368			39,126			39,207
Diluted		39,403			39,678			39,368			39,540			39,638

(*) Segment operating profit includes 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. Unallocated corporate expenses, (gain) loss on sales of businesses and assets, restructuring and impairment charges, interest income and expense and taxes on income are excluded from the 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.

Pg 1

Exhibit 99.2

Teleflex Incorporated
As Adjusted Segment Results of Operations	2006 Quarters — (Unaudited)												2006 Year to Date — (Unaudited)
To Reflect Discontinued Operations													6 MTHS			9 MTHS			12 MTHS
	3/26			6/25			9/24			12/31			6/25			9/24			12/31
Revenues
Commercial	$	97,312		$	112,688		$	108,464		$	108,297		$	210,000		$	318,464		$	426,761
Medical		203,121			217,761			207,722			230,072			420,882			628,604			858,676
Aerospace		92,235			95,256			107,446			110,435			187,491			294,937			405,372
Total revenues	$	392,668		$	425,705		$	423,632		$	448,804		$	818,373		$	1,242,005		$	1,690,809
Segment operating profit (*)
Commercial	$	5,529		$	9,784		$	6,851		$	8,334		$	15,313		$	22,164		$	30,498
Medical		30,261			37,335			44,223			49,888			67,596			111,819			161,707
Aerospace		9,093			8,116			9,760			13,255			17,209			26,969			40,224
Total segment operating profit		44,883			55,235			60,834			71,477			100,118			160,952			232,429
Corporate expenses		10,091			8,284			9,572			17,497			18,375			27,947			45,444
(Gain) loss on sales of businesses and assets		(643	)		1,828			(453	)		—			1,185			732			732
Restructuring and impairment charges		4,493			7,990			3,275			6,565			12,483			15,758			22,323
Minority interest in consolidated subsidiaries		(5,249	)		(5,511	)		(6,206	)		(6,245	)		(10,760	)		(16,966	)		(23,211	)
Income from continuing operations before interest, taxes and minority interest		36,191			42,644			54,646			53,660			78,835			133,481			187,141
Interest expense, net		8,209			8,693			8,389			9,632			16,902			25,291			34,923
Income from continuing operations before taxes and minority interest		27,982			33,951			46,257			44,028			61,933			108,190			152,218
Taxes on income from continuing operations		6,895			3,645			13,689			8,690			10,540			24,229			32,919
Income from continuing operations before minority interest		21,087			30,306			32,568			35,338			51,393			83,961			119,299
Minority interest in consolidated subsidiaries		5,249			5,511			6,206			6,245			10,760			16,966			23,211
Income from continuing operations		15,838			24,795			26,362			29,093			40,633			66,995			96,088
Operating income from discontinued operations		19,951			19,182			11,619			13,828			39,133			50,752			64,580
Taxes on income from discontinued operations		6,683			7,338			2,015			5,202			14,021			16,036			21,238
Net income	$	29,106		$	36,639		$	35,966		$	37,719		$	65,745		$	101,711		$	139,430
Earnings per share:
Basic:
Income from continuing operations	$	0.39		$	0.62		$	0.67		$	0.75		$	1.01		$	1.67		$	2.42
Income from discontinued operations	$	0.33		$	0.29		$	0.24		$	0.22		$	0.62		$	0.87		$	1.09
Net income	$	0.72		$	0.91		$	0.91		$	0.97		$	1.63		$	2.54		$	3.51
Diluted:
Income from continuing operations	$	0.39		$	0.61		$	0.67		$	0.74		$	1.00		$	1.66		$	2.40
Income from discontinued operations	$	0.33		$	0.29		$	0.24		$	0.22		$	0.62		$	0.86		$	1.08
Net income	$	0.72		$	0.90		$	0.91		$	0.96		$	1.62		$	2.53		$	3.49
Average number of common and common equivalent shares outstanding:
Basic		40,346			40,244			39,465			38,983			40,295			40,019			39,760
Diluted		40,626			40,495			39,566			39,227			40,577			40,241			39,988

(*) Segment operating profit includes 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. Unallocated corporate expenses, (gain) loss on sales of businesses and assets, restructuring and impairment charges, interest income and expense and taxes on income are excluded from the 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.

Pg 2