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 then-current 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 are subject to 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 due to a number of factors, including 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 programs; 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 and interest rates; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

Overview

Teleflex strives to maintain a portfolio of businesses that provide consistency of performance, improved profitability and sustainable growth. Over the past several years, we significantly changed the composition of our portfolio through acquisitions and divestitures to improve margins, reduce cyclicality and focus our resources on the development of our core businesses.

On March 20, 2009, we completed the sale of our 51 percent share of Airfoil Technologies International - Singapore Pte. Ltd. ("ATI Singapore") to GE Pacific Private Limited for $300 million in cash. We recognized a gain of approximately $179 million, net of $97 million of taxes in discontinued operations. We are also party to an agreement with GE that will permit the Company to transfer its ownership interest in the remaining ATI business (together with ATI Singapore, the "ATI Business") to GE by the end of 2009. We used $240 million of the proceeds to repay long-term debt. (See Note 14 to our condensed consolidated financial statements included in this report for discussion of discontinued operations).

We are focused on achieving consistent and sustainable growth through our internal growth initiatives which include the development of new products, expansion of market share, moving existing products into new geographies, and through selected acquisitions which enhance or expedite our development initiatives and our ability to increase market share. We continually evaluate the composition of the portfolio of our businesses to ensure alignment with our overall objectives.

The Medical, Aerospace and Commercial segments comprised 73%, 9% and 18% of our revenues, respectively, for the three months ended March 29, 2009 and comprised 69%, 12% and 19% of our revenues, respectively, for the same period in 2008.

Critical Accounting Estimates

Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We believe the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management's Discussion and Analysis and Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 describe the significant accounting estimates and policies used in preparation of the

Consolidated Financial Statements. Actual results in these areas could differ from management's estimates. There have been no significant changes in our critical accounting estimates during the first three months of 2009.

Results of Operations

Discussion of growth from acquisitions reflects the impact of a purchased company for 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 following comparisons exclude the impact of the operations of the ATI Business which has been presented in our consolidated financial results as discontinued operations (see Note 14 to our condensed consolidated financial statements included in this report for discussion of discontinued operations).

Revenues

Net revenues $ 469.7 $ 542.1

Net revenues decreased approximately 13% to $469.7 million from $542.1 million in 2008. Foreign currency translation caused 5% of the decline in revenue, while revenues from core business declined 8% compared to 2008. We experienced declines in core revenue in each of our three segments, Medical (4%), Aerospace (27%) and Commercial (13%). The weak global economic environment negatively impacted the markets served by our Aerospace and Commercial Segments and core growth in the Medical Segment was negatively impacted by distributor inventory reductions, lower demand for respiratory care products in North America due to a less severe flu season compared to 2008 and a decline in orthopedic devices sold to medical Original Equipment Manufacturers, or OEMs.

Gross profit

                                             Three Months Ended
                                    March 29, 2009        March 30, 2008
                                           (Dollars in millions)

             Gross profit          $          196.1      $          213.4
             Percentage of sales               41.8 %                39.4 %

Gross profit as a percentage of revenues increased to 41.8% in 2009 from 39.4% in 2008. While each of our three segments reported higher gross profit as a percentage of revenues, the principal factor impacting the overall increase was a higher percentage of Medical revenues and a $7 million fair value adjustment to inventory in the first quarter of 2008 related to inventory acquired in the Arrow acquisition, which did not recur in 2009.

Selling, engineering and administrative

                                                       Three Months Ended
                                              March 29, 2009        March 30, 2008
                                                     (Dollars in millions)

   Selling, engineering and administrative   $          128.8      $          147.6
   Percentage of sales                                   27.4 %                27.2 %

Selling, engineering and administrative expenses (operating expenses) as a percentage of revenues were 27.4% in 2009 compared to 27.2% in 2008. The reduction in these costs were principally the result of movements in currency exchange rates of approximately $4 million and approximately $10 million due to cost reduction initiatives including restructuring and integration activities in connection with the Arrow acquisition.

Interest expense

                                                 Three Months Ended
                                        March 29, 2009         March 30, 2008
                                                (Dollars in millions)

       Interest expense                $           25.4       $           31.1
       Average interest rate on debt               5.68 %                 6.39 %

Interest expense decreased in the first quarter of 2009 compared to the same period of a year ago due to a combination of approximately $100 million lower debt outstanding during the period and to lower interest rates.

Taxes on income from continuing operations

Three Months Ended March 29, 2009 March 30, 2008

Effective income tax rate 28.2 % 43.4 %

The effective income tax rate for the three months ended March 29, 2009 was 28.2% versus 43.4% for the three months ended March 30, 2008. The principal factors affecting the comparison of the effective income tax rate for the respective periods are the beneficial effects of a change in the population of loss making entities under FIN 18 in 2009, a smaller impact from discrete tax charges in 2009 compared to 2008 and a higher benefit related to foreign income inclusions in 2009 compared to 2008.

Restructuring and other impairment charges

                                                     Three Months Ended
                                            March 29, 2009         March 30, 2008
                                                    (Dollars in millions)

   2008 Commercial restructuring program   $            1.2       $              -
   2007 Arrow integration program                       1.3                    8.0
   2006 restructuring programs                            -                    0.8

   Total                                   $            2.5       $            8.8

In December 2008, we began certain restructuring initiatives that affect the Commercial Segment. These initiatives involve the consolidation of operations and a related reduction in workforce at three of our facilities in Europe and North America. We determined to undertake these initiatives to improve operating performance and to better leverage our existing resources. These costs amounted to approximately $1.2 million during the first quarter of 2009. As of March 29, 2009, we estimate that we will incur $2.0 - $2.7 million in restructuring charges during the remainder of 2009 in connection with this program. Of this amount, $1.1 - $1.4 million relates to employee termination costs, $0.7 - $0.9 million to facility closure costs and $0.2 - $0.4 million to contract termination costs, primarily relating to leases. We expect to realize annual pre-tax savings of between $3.5 - $4.5 million in 2010 when these restructuring actions are complete.

In connection with the acquisition of Arrow in 2007, we formulated a plan related to the future integration of Arrow and our other Medical businesses. The integration plan focuses on the closure of Arrow corporate functions and the consolidation of manufacturing, sales, marketing, and distribution functions in North America, Europe and Asia. Costs related to actions that affect employees and facilities of Arrow have been included in the allocation of the purchase price of Arrow. Costs related to actions that affect employees and facilities of Teleflex are charged to earnings and included in restructuring and impairment charges within the consolidated statement of operations. These costs amounted to approximately $1.3 million during the first quarter of 2009. As of March 29, 2009, we estimate that, for the remainder of 2009 and 2010, the aggregate of future restructuring and impairment charges that we will incur in connection with the Arrow integration plan are approximately $15.8 - $18.0 million. Of this amount, $5.0 - $6.0 million relates to employee termination costs, $0.8 - $1.0 million relates to facility closure costs, $8.5 - $9.0 million relates to contract termination costs associated with the termination of leases and certain distribution agreements and $1.5 - $2.0 million relates to other restructuring costs. We also have incurred

restructuring related costs in the Medical Segment which do not qualify for classification as restructuring costs. In 2009 these costs amounted to $0.6 million and are reported in the Medical Segment's operating results in selling, engineering and administrative expenses. We expect to have realized annual pre-tax savings of between $70 - $75 million in 2010 when these integration and restructuring actions are complete.

In June 2006, we began certain restructuring initiatives that affected all three of our operating segments. These initiatives involved the consolidation of operations and a related reduction in workforce at several of our facilities in Europe and North America. We took these initiatives as a means to improving operating performance and to better leverage our existing resources. These activities are now complete.

For additional information regarding our restructuring programs, see Note 4 to our consolidated financial statements included in this report.

Segment Reviews


                                                  Three Months Ended
                                                                           % Increase/
                                 March 29, 2009       March 30, 2008       (Decrease)
                                                (Dollars in thousands)

  Medical                       $        340,542     $        374,057                (9 )
  Aerospace                               43,729               66,288               (34 )
  Commercial                              85,404              101,765               (16 )

  Segment net revenues          $        469,675     $        542,110               (13 )

  Medical                       $         70,193     $         70,912                (1 )
  Aerospace                                3,037                4,928               (38 )
  Commercial                               4,661                2,847                64

  Segment operating profit(1)   $         77,891     $         78,687                (1 )

(1) See Note 13 of our condensed consolidated financial statements for a reconciliation of segment operating profit to income from continuing operations before interest and taxes.

The percentage increases (decreases) in net revenues during the three months ended March 29, 2009 compared to the same period in 2008 are due to the following factors:

                                             % Increase/(Decrease)
                                                 2009 vs. 2008
                              Medical       Aerospace       Commercial      Total

           Core growth              (4 )           (27 )            (13 )       (8 )
           Currency impact          (5 )            (7 )             (3 )       (5 )

           Total Change             (9 )           (34 )            (16 )      (13 )

The following is a discussion of our segment operating results.

Comparison of the three months ended March 29, 2009 and March 30, 2008

Medical

Medical Segment net revenues declined 9% in the first quarter of 2009 to $340.5 million, from $374.1 million in the same period last year. Foreign currency fluctuations caused 5% of the revenue decline and 4% was due to a decline in core revenue. The decline in core revenue was predominantly in the North American critical care, cardiac care and OEM orthopedic instrumentation product groups.

Net sales by product group are comprised of the following. Certain reclassifications within product groups have been made to 2008 amounts to conform with the current year presentation:

                           Three Months Ended                 % Increase/(Decrease)
                       March 29,        March 30,       Core          Currency       Total
                          2009            2008         Growth          Impact       Change
                                              (Dollars in millions)

       Critical Care   $    218.1      $     243.7          (5 )             (6 )       (11 )
       Surgical              69.0             72.9           1               (6 )        (5 )
       Cardiac Care          15.4             18.2         (10 )             (5 )       (15 )
       OEM                   34.2             36.3          (4 )             (2 )        (6 )
       Other                  3.8              3.0          46              (19 )        27

       Total Sales     $    340.5      $     374.1          (4 )             (5 )        (9 )

Medical Segment net revenues for the three months ended March 29, 2009 and March 30, 2008, respectively are geographically comprised of the following:

                                                    2009      2008

                   North America                       55 %      54 %
                   Europe, Middle East and Africa      35 %      37 %
                   Asia and Latin America              10 %       9 %

The decrease in critical care product sales during the first quarter of 2009 compared to the same period in 2008 was due to a decline of core revenue in North America of approximately $12 million, principally due to distributor destocking and in respiratory care due to a less severe flu season compared to 2008, and to approximately $13 million from changes in foreign currency exchange rates.

Surgical product core revenue growth in Europe and Asia/Latin America of approximately $2 million was more than offset by the impact of foreign currency rate movements.

Sales credits issued to customers in connection with a voluntary recall of certain intra aortic balloon pump catheters during the first quarter of 2009 was the principal factor in the decrease in sales of Cardiac Care products.

Lower sales to OEMs during the quarter were largely attributable to lower sales of orthopedic instrumentation products as core growth in specialty suture products was offset by changes in foreign currency exchange rates.

Operating profit in the Medical Segment decreased 1%, from $70.9 million to $70.2 million, during the first quarter. The negative impact on operating profit from lower revenues and a stronger US dollar was largely offset by approximately $5 million lower selling, general and administrative costs during the current period as a result of cost reduction intiatives, including restructuring and integration activities in connection with the Arrow acquisition. Also, a $7 million expense for fair value adjustment to inventory in the first quarter of 2008 related to inventory acquired in the Arrow acquisition, which did not recur in 2009, had a favorable impact on the first quarter of 2009 operating profit comparison to the prior year period.

Aerospace

Aerospace Segment revenues declined 34% in the first quarter of 2009 to $43.7 million, from $66.3 million in the same period last year. Lower sales of wide body cargo handling systems caused by delays in delivery schedules by aircraft manufacturers, a lower number of cargo system conversions in the aftermarket and lower demand for cargo containers from commercial airlines and freight companies due to the current weakness in the commercial aviation sector were the principal factors driving the 27% decline in core revenue during the quarter.

Segment operating profit decreased 38% in the first quarter of 2009, from $4.9 million to $3.0 million, principally due to the lower sales volumes, including reduced sales of higher margin spares and the stronger US dollar.

Commercial

Commercial Segment revenues declined approximately 16% in the first quarter of 2009 to $85.4 million, from $101.8 million in the same period last year. Core revenue declined 13% as a result of a 33% decline in sales of marine products for the recreational boat market which was partially offset by higher sales of auxiliary power units for the North American truck market. Weakness in global economic conditions continues to adversely impact the markets served by our Commercial businesses.

During the first quarter of 2009, operating profit in the Commercial Segment increased 64%, from $2.8 million to $4.7 million in spite of the decline in sales, principally due to the elimination of approximately $4 million of operating costs during the quarter.

Liquidity and Capital Resources

Operating activities from continuing operations used net cash of approximately $4 million during the first three months of 2009. Changes in our operating assets and liabilities of $65 million during the first three months of 2009 is primarily due to increases in accounts receivable and inventory of $13 million and $12 million, respectively and a decrease in trade payables of $18 million and accrued expenses of $18 million reflecting a reduction in payroll related costs and interest. The increase in accounts receivable is largely attributable to the European Medical business where we have experienced a slightly slower paying pattern from our customers, which we believe is a result of the current economic environment, to our Marine business related to entering the peak season and to large aircraft manufacturers extending payment terms. The lower than expected demand for respiratory care products in North America due to a less severe than expected flu season drove $7 million of higher inventory, and delays by aircraft manufacturers in delivery schedules for our wide body cargo handling systems caused an additional $3 million increase in inventory. Tax payments related to the sale of the ATI Business of approximately $93 million are expected to be made in the second quarter of 2009.

Our financing activities from continuing operations during the first three months of 2009 consisted primarily of payment of $240 million in long-term borrowings from the proceeds of the sale of the ATI Business to GE and payment of dividends of $14 million. Cash flows provided by our investing activities from continuing operations during the first three months of 2009 consisted primarily of the proceeds from the sale of the ATI Business and $7 million of capital expenditures.

We use an accounts receivable securitization program to gain access to enhanced credit markets and reduce financing costs. As currently structured, accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity ("SPE"), which is a bankruptcy-remote subsidiary of Teleflex Incorporated that is consolidated in our financial statements. This SPE then sells undivided interests in those receivables to an asset backed commercial paper conduit. The conduit issues notes secured by those interests and other assets to third party investors.

To the extent that cash consideration is received for the sale of undivided interests in the receivables by the SPE to the conduit, it is accounted for as a sale in accordance with SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," as we have relinquished control of the receivables. Accordingly, undivided interests in accounts receivable sold to the commercial paper conduit under these transactions are excluded from accounts receivables, net in the accompanying consolidated balance sheets. The interests not represented by cash consideration from the conduit are retained by the SPE and remain in accounts receivable in the accompanying consolidated balance sheets.

The interests in receivables sold and the interest in receivables retained by the SPE are carried at face value, which is due to the short-term nature of our accounts receivable. The special purpose entity has received cash consideration of $39.7 million and $39.7 million for the interests in the accounts receivable it has sold to the commercial paper conduit at March 29, 2009 and December 31, 2008, respectively. No gain or loss is recorded upon sale as fee charges from the commercial paper conduit are based upon a floating yield rate and the period the undivided interests remain outstanding. Fee charges from the commercial paper conduit are accrued at the end of each month. Should we default under the accounts receivable securitization program, the commercial paper conduit is entitled to receive collections on receivables owned by the SPE in satisfaction of the amount of cash consideration

paid to the SPE to the commercial paper conduit. The assets of the SPE are not available to satisfy the obligations of Teleflex or any of its other subsidiaries.

On June 14, 2007, the Company's Board of Directors authorized the repurchase of up to $300 million of outstanding Company common stock. Repurchases of Company stock under the Board authorization may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The stock repurchase program has no expiration date and the Company's ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generation from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under the senior loan agreements entered into October 1, 2007, the Company is subject to certain restrictions relating to its ability to repurchase shares in the event the Company's consolidated leverage ratio exceeds certain levels, which may further limit the Company's ability to repurchase shares under this Board authorization. Through March 29, 2009, no shares have been purchased under this Board authorization.

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

                                                March 29,       December 31,
                                                  2009              2008
                                                   (Dollars in thousands)

        Net debt includes:
        Current borrowings                     $     5,973     $      108,853
        Long-term borrowings                     1,299,662          1,437,538

        Total debt                               1,305,635          1,546,391
        Less: Cash and cash equivalents            143,051            107,275

        Net debt                               $ 1,162,584     $    1,439,116

        Total capital includes:
. . .