8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported) January 8, 2009

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

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

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

Registrant’s Telephone Number, Including Area Code (610) 948-5100

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01. Regulation FD Disclosure

     On January 8, 2009, Teleflex Incorporated (the “Company”) issued a press release and held a conference call to discuss its earnings outlook for 2009. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. A copy of the slide presentation referenced by the Company during the conference call, which was made available in advance of the call through the Company’s website, is furnished as Exhibit 99.2 to this Current Report.

     The information furnished pursuant to Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

99.1	Press Release dated January 8, 2009
99.2	Investor Conference Call Slide Presentation

SIGNATURES

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

Date: January 8, 2009	TELEFLEX INCORPORATED
	By:	/s/ Kevin K. Gordon
		Name:	Kevin K. Gordon
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 8, 2009
99.2	Investor Conference Call Slide Presentation

EX-99.1

Exhibit 99.1

Teleflex ® NEWS

155 South Limerick Road, Limerick, PA 19468 USA — Phone: 610-948-5100 — Fax: 610-948-5101

Contact: Jake Elguicze
Senior Director,
Investor Relations
610-948-2836

FOR IMMEDIATE RELEASE January 8, 2009

Teleflex Provides 2009 Business and Financial Outlook

Limerick, PA — Teleflex Incorporated (NYSE: TFX) will provide a preliminary financial performance outlook for 2009 and discuss its business plans and strategic initiatives in a conference call with investors today.

Jeffrey P. Black, chairman and chief executive officer of Teleflex, commented, “2008 was a strong year for Teleflex as we progressed on our stated goals of expanding operating margins, generating strong cash flow from operations and achieving expected operational efficiencies. Entering 2009, we have a stronger portfolio of businesses positioned to deliver increased margins, strong cash flow and long-term revenue growth. The integration of the Arrow business continues on schedule and we are making good progress reducing our debt.”

Black continued, “The changes we made to our portfolio of businesses over the past few years have better positioned us to manage through this challenging economic environment. We expect to deliver consolidated adjusted segment operating profit margins in the mid-teens for 2009. With the integration of Arrow and planned increased investment in R&D, our outlook anticipates Medical adjusted segment operating margins exceeding 20% for the year and Aerospace and Commercial operating margins in line with 2008 levels. These operating margins, combined with our solid working capital management processes, are expected to deliver another year of strong cash flow.”

The company’s financial goals for 2009 include total revenues exceeding $2.4 billion and diluted earnings per share from continuing operations excluding special items in the range of $4.10 to $4.40. Cash flow from operations is expected to be in the range of $280 to $290 million.

(MORE)

Restructuring and other special charges related to the Arrow integration and recently announced Commercial group restructuring program are anticipated to be in the range of $0.30 to $0.40 per diluted share for the year. Pre-tax synergies to be realized in 2009 from the Arrow acquisition are expected to be in the range of $18 to $20 million. Inclusive of these synergies, the company expects to achieve cumulative pre-tax annual synergies related to Arrow in the range of $60 to $62 million through 2009, and $70 to $75 million through 2010.

Teleflex plans to report fourth quarter and year end 2008 financial results before the market opens and to webcast a conference call with investors on February 25, 2009. Further information will be available prior to the call.

As previously announced, Teleflex will hold a conference call today at 9:00 a.m. (EST). The conference call will be available live and archived on the company’s website at www.teleflex.com. In addition, an audio replay will be available from January 8 until January 13 by calling 888-286-8010 (US/Canada) or 617-801-6888 (International), passcode # 95390184.

Teleflex at a Glance:

Teleflex is a diversified company that designs, manufactures and distributes quality engineered products and services for the medical, aerospace and commercial markets worldwide. Teleflex employs approximately 14,000 people worldwide who focus on providing innovative solutions for customers. Additional information about Teleflex can be obtained from the company’s website at www.teleflex.com.

Forward-looking information:

This press release contains forward-looking statements, including, but not limited to, statements relating to expected segment operating profit margins and investments in R&D; full year revenues and diluted earnings per share from continuing operations before giving effect to charges related to the restructuring and other special charges; expected cash flow from operations; forecasts regarding restructuring and other special charges and annual pre-tax synergies related to the Arrow integration.  Actual results could differ materially from those in these forward-looking statements due to, among other things, unanticipated expenditures in connection with the effectuation of restructuring programs; costs and length of time required to comply with legal requirements applicable to certain aspects of the restructuring program; unanticipated difficulties in connection with consolidation of manufacturing and administrative functions; customer reaction to the program; our ability to realize efficiencies; changes in material costs and surcharges; unanticipated difficulties, expenditures and delays in connection with the integration of Arrow International or our resolution of issues related to the FDA corporate warning letter issued to Arrow; our ability to meet our debt obligations; business conditions and the general economy, market opportunities, competitive factors, sales and marketing execution, shifts in technologies or market demand; and other factors described in Teleflex’s filings with the Securities and Exchange Commission.

###

EX-99.2

Exhibit 99.2
 

Teleflex Incorporated 2009 Financial Outlook Earnings Conference Call Exhibit 99.2

Forward-Looking Statements/Additional Notes This presentation and our discussion contain forward-looking information and statements including, but not limited to, such matters as forecasted 2009 net sales, core revenue growth, operating margins, pension expense, earnings per share excluding special charges and cash flow from operations; expected 2009 segment net sales, core revenue growth and operating margins; expected costs and results with respect to our FDA remediation efforts; anticipated R&D investments within our Medical Segment; expected expansion of our PTI venture; expectations with respect to our Commercial restructuring program; assumptions with respect to foreign currency, effective tax rate, capital expenditures, depreciation and amortization expense, repayment of debt and weighted average shares; expected integration costs and synergies associated with the Arrow acquisition; market trends, future business and financial performance; and other matters which inherently involve risks and uncertainties which could cause actual results to differ from those projected or implied in the forward-looking statements. These risks and uncertainties are addressed in the Company's SEC filings including its most recent Form 10-K. This presentation includes certain non-GAAP financial measures, which include forecasted 2009 earnings per share excluding special charges and estimated historical adjusted cash flow from operations. These non-GAAP measures exclude the impact of restructuring and impairment costs, gain or loss on the sale of assets, a tax payment related to gain on sale of Automotive & Industrial businesses, fair market value adjustments for inventory and acquisition integration costs. Reconciliation of these non-GAAP measures to the most comparable GAAP measures is contained within this presentation. Segment operating profit is defined as a segment's revenues reduced by its materials, labor, and other product costs along with the segment's selling, engineering, and administrative expenses and minority interest. Unallocated corporate expenses, restructuring costs, gain or loss on the sale of assets, acquisition integration costs, fair market adjustments for inventory, interest income and expense and taxes on income are excluded from the measure. The following slides reflect continuing operations.

Conference Call Logistics The release, accompanying slides, and replay webcast available online at www.teleflex.com (click on "Investors") Telephone replay available by dialing 888-286-8010 or for international calls, 617-801-6888, pass code number 95390184

Jeff Black Chairman and Chief Executive Officer

2009 Financial Outlook Net sales to exceed $2.4 billion Low to mid-single digit core revenue growth Foreign currency head wind in 2009 vs. 2008 Commercial group restructuring Overall adjusted operating margins in the mid-teens for the year Increased pension expense of ~ $11 million EPS excluding special charges of $4.10 to $4.40 Cash flow from operations of $280 - $290 million

2009 Medical Segment Outlook Net sales exceeding $1.5 billion Low to mid-single digit core growth Core sales growth driven by: Continued penetration of anti-microbial critical care product lines Growth in regional anesthesia products Increased investment in N.A. sales & marketing International markets Continued strength in OEM business Adjusted segment operating margins over 20% for the year

2009 Medical Segment Outlook FDA remediation spending of $5 - $7 million in 2009 vs. ~ $20 million in 2008 Assumes FDA restrictions clearance in 2nd half of 2009 Investment in internal RA/QA infrastructure R&D ~ 4% of net medical revenue Begin increase in R&D investment with reduction in FDA remediation spending R&D efforts focused on advancing anti-microbial technology across broader product offerings

2009 Aerospace Segment Outlook Net sales of $480 - $500 million Core revenues down ~ 2% Boeing 747-8 delay and reduction in 747-400 conversions Continued investment in new platforms for future growth Repair revenues flat with investment in repairs and mix continuing to positively impact margins Expansion & investment in PTI venture adds scale to U.S. based business Overall segment operating margins, net of minority interest, maintain low double-digit ranges

2009 Commercial Segment Outlook Net sales of $410 - $425 million Low to mid-single digit core growth Rigging Services steady performance continues First half improvement in truck & rail auxiliary power units Increased interest in CNG conversion kits in South America Modern burner unit order Further decline in marine revenues, including announced restructuring Restructuring program expected to be completed in Q3 Segment operating margins consistent with 2008 levels

Kevin K. Gordon Executive Vice President and Chief Financial Officer

2009 Outlook Financial Goals $3.90 to $4.00 $3.90 to $4.00 $4.10 to $4.40 Over $2,400 1 1 = exclusive of tax payments of approximately $90 million related to gain on sale recorded in discontinued operations in 2007 $280 to $290

Pension expense increases ~ $11 million over 2008 Foreign currency headwind Effective tax rate: 24% to 25% Capex: $55 - $65 million Depreciation & Amortization expense: ~$120 million Repayment of debt & lower interest rates result in reduction in full- year interest expense Weighted average shares of 40.25 million 2009 Outlook Assumptions

Annual pre-tax synergies of $18 - $20 million in 2009 Cumulative pre-tax synergies of $60 - $62 million achieved through 2009 Run-rate annual pre-tax synergies of $70 - $75 million by 2010 Integration costs of $14 - $16 million in 2009 $9 - $10 million restructuring expense $5 - $6 million operating expense Arrow Integration Costs & Synergies

Low High Earnings per share from continuing operations including special charges $3.70 $4.10 Add-back special charges $0.40 $0.30 Earnings per share from continuing operations before special charges $4.10 $4.40 2009 Outlook Cash flow from operations $280 million $290 million

Jeff Black Chairman and Chief Executive Officer

Summary Diversified company largely defined by our medical technology business Low to mid-single digit core revenue growth EPS excluding special charges of $4.10 to $4.40 Complete Arrow integration with FDA clearance Synergies achieved in 2009 more than offset additional pension expense Cash flow from operations of $280 to $290 million Continued focus on reducing outstanding debt Capitalize on global presence, strong brands, established customer base and aftermarket or service opportunities

Question and Answer Session