Exhibit 99.1

Information Concerning Forward-Looking Statements

All statements made in this Current Report on Form 8-K, 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 our ability to resolve, to the satisfaction of the U.S. Food and Drug Administration (FDA), the issues identified in the corporate warning letter issued to Arrow International; 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, 2009. 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.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data in the following table includes the results of operations for acquired companies from the respective date of acquisition, including Arrow International from October 1, 2007. See note (2) below for a description of special charges included in the 2008 and 2007 financial results.

		2009				2008				2007				2006				2005
		(Dollars in thousands, except per share)
Statement of Income Data(1):
Net revenues		$	1,788,137			$	1,941,789			$	1,470,631			$	1,236,228			$	1,188,203
Income from continuing operations before interest and taxes		$	262,443			$	248,784	(2)		$	132,909	(2)		$	124,956			$	136,074
Income (loss) from continuing operations		$	138,396			$	87,925	(2)		$	(38,320	)(2)		$	66,113			$	73,637
Amounts attributable to common shareholders for income (loss) from continuing operations		$	137,239			$	87,178	(2)		$	(38,779	)(2)		$	66,390			$	74,141
Per Share Data(1):
Income (loss) from continuing operations — basic		$	3.46			$	2.20			$	(0.99	)		$	1.67			$	1.83
Income (loss) from continuing operations — diluted		$	3.44			$	2.19			$	(0.99	)		$	1.66			$	1.81
Cash dividends		$	1.36			$	1.34			$	1.245			$	1.105			$	0.97
Balance Sheet Data:
Total assets		$	3,839,005			$	3,926,744			$	4,187,997			$	2,361,437			$	2,403,048
Long-term borrowings, less current portion		$	1,192,491			$	1,437,538			$	1,540,902			$	487,370			$	505,272
Shareholders’ equity		$	1,580,241			$	1,246,455			$	1,328,843			$	1,189,421			$	1,142,074
Statement of Cash Flows Data(1):
Net cash provided by operating activities from continuing operations		$	177,715	(4)		$	98,771	(4)		$	223,399			$	118,661			$	184,986
Net cash (used in) provided by financing activities from continuing operations		$	(402,213	)		$	(180,769	)		$	1,111,418			$	(192,768	)		$	(253,769	)
Net cash provided by (used in) investing activities from continuing operations		$	285,109			$	(29,942	)		$	(1,492,386	)		$	(61,178	)		$	92,725
Free cash flow(3)		$	148,954			$	65,768			$	184,081			$	85,273			$	153,154

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

		2008 Impact								2007 Impact
		(In thousands)
		Income from								Income from
		Continuing				Income (Loss)				Continuing				Income
		Operations				from				Operations				(Loss) from
		Before Interest				Continuing				Before Interest				Continuing
		and Taxes				Operations				and Taxes				Operations
(i) In-process R&D write-off		$	—			$	—			$	30,000			$	30,000
(ii) Write-off of inventory fair value adjustment		$	6,936			$	4,449			$	28,916			$	18,550
(iii) Tax adjustment related to untaxed unremitted earnings of foreign subsidiaries		$	—			$	—			$	—			$	80,910
(iv) Write-off of deferred financing costs		$	—			$	—			$	4,803			$	3,405

		2009				2008				2007				2006				2005
		(Dollars in thousands)
Free cash flow		$	148,954			$	65,768			$	184,081			$	85,273			$	153,154
Capital expenditures			28,761				33,003				39,318				33,388				31,832
Net cash provided by operating activities from continuing operations		$	177,715			$	98,771			$	223,399			$	118,661			$	184,986

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS

Overview

Teleflex strives to maintain a portfolio of businesses that provide consistency of performance, improved profitability and sustainable growth. 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 grow market share.

Over the past several years, we significantly changed the composition of our portfolio through acquisitions, principally in our Medical Segment, and divestitures in both our Aerospace and Commercial segments. These portfolio actions resulted in a significant expansion of our Medical Segment operations and a significant reduction in our Aerospace and Commercial Segment operations. As a result, our Medical Segment now accounts for over 80% of our revenues from continuing operations and over 92% of our segment operating profit. The following bullet points summarize our more significant acquisitions and divestitures, which occurred since 2007. The results for the acquired businesses are included in the respective segments. See Notes 3 and 18 to our consolidated financial statements included in this Current Report on Form 8-K for additional information regarding our significant acquisitions and divestitures.

Medical Segment

•

March 2010 — Divested SSI Surgical Services Inc. business (“SSI”), a surgical service provider with 2009 revenues of approximately $20 million, for approximately $25 million.

•

October 2007 — Acquired Arrow International, Inc., a leading global supplier of catheter-based medical technology products used for vascular access and cardiac care, for approximately $2.1 billion.

•

April 2007 — Acquired substantially all of the assets of HDJ Company, Inc., providers of engineering and manufacturing services to medical device manufacturers, for approximately $25 million.

Commercial Segment

•

June 2010 — Divested Rigging Products and Services business (“Heavy Lift”), a supplier of customized heavy-duty wire rope, wire and synthetic rope assemblies, and related rigging hardware products, for approximately $50 million.

•

September 2009 — Divested business units that design and manufacture heavy-duty truck and locomotive auxiliary power units, truck and bus climate control systems, and components and systems for the use of alternative fuels in industrial vehicles and passenger cars with 2008 annual revenues of approximately $97 million, for approximately $14.5 million in cash.

•

December 2007 — Divested business units that design and manufacture automotive and industrial driver controls, motion systems and fluid handling systems (the “GMS Businesses”) with 2007 revenues of over $860 million, for $560 million in cash.

Aerospace Segment

•

March 2009 — Divested our 51% interest in Airfoil Technologies International Singapore Pte. Ltd. (“ATI Singapore”), which provides engine repair technologies and services primarily for critical components of flight turbines, including fan blades, compressors and airfoils, with 2008 annual revenues of approximately $257 million, for approximately $300 million in cash.

•

November 2007 — Acquired Nordisk Aviation Products A/S, a global leader in developing, manufacturing, and servicing containers and pallets for air cargo, for approximately $32 million.

•

June 2007 — Divested Teleflex Aerospace Manufacturing Group (“TAMG”), a precision-machined components business with 2006 revenues of approximately $130 million, for approximately $134 million in cash.

We incurred significant indebtedness to fund a portion of the consideration for our October 2007 acquisition of Arrow. As of December 31, 2009, our outstanding indebtedness was approximately $1.2 billion, down from $1.5 billion as of December 31, 2008, primarily due to the use of $240 million of the proceeds from the sale of the ATI businesses to repay and reduce indebtedness. For additional information regarding our indebtedness, please see “Liquidity and Capital Resources” below and Note 9 to our consolidated financial statements included in this Current Report on Form 8-K.

Global Economic Conditions

The global recessionary conditions that prevailed throughout 2009 have had an adverse impact on market activities including, among other things, failure of financial institutions, falling asset values, diminished liquidity, and reduced demand for products and services. At Teleflex, these economic developments principally affected our Aerospace and Commercial Segments during 2009, and, in response, we adjusted production levels and engaged in new restructuring activities. Although, on a consolidated basis, the economic conditions did not have a significant adverse impact on our financial position, results of operations or liquidity during 2009, the continuation of the broad economic trends could adversely affect our operations in the future, as described below. The potential effect of these factors on our current and future liquidity is discussed below under “Liquidity and Capital Resources” in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

•

Medical — Our Medical Segment serves a diverse base of hospitals and healthcare providers in more than 140 countries. Healthcare policies and practice trends vary by country, and the impact of the global economic downturn was primarily felt in our U.S. and Asian markets during 2009. European healthcare markets were less affected due to the predominantly public funding mechanisms in those systems.

Hospitals in some regions of the United States experienced a decline in admissions, a weaker payor mix, and a reduction in elective procedures. Hospitals consequently took actions to reduce their costs, including limiting their capital spending, and distributors in the supply chain reduced inventory levels during 2009. The impact of these actions were most pronounced in capital goods markets, which affected our surgical instrument and cardiac assist businesses, and in the orthopedic sector which impacted our orthopedic OEM business. Approximately 80 percent of our Medical revenues come from disposable products used in critical care and surgical applications, and our sales volume could be negatively impacted if hospital admission rates or payor mix decline further as a result of continuing high unemployment rates (and subsequent loss of insurance coverage by consumers).

Although the impact of the global recession outside the United States has been less pronounced to date, funding for foreign healthcare institutions could be affected in the future as governments make further spending adjustments and enact versions of healthcare reform to lower overall healthcare costs. During 2009, the public healthcare systems in certain countries in Western Europe, most notably Greece, Spain, Portugal and Italy, have experienced reduced liquidity due to recessionary conditions which has resulted in a slow down in payments to us. We believe this situation will be with us until these countries are able to find alternative funding sources to their respective public healthcare sectors. In 2009, sales into the public hospital systems in these countries were approximately 4% of our total sales.

Distributors in certain Asian markets were negatively impacted by credit availability and large swings in currency values early in 2009 but returned to more normal order patterns later in the year.

Significant fundamental changes are currently being proposed to the healthcare system in the U.S. The U.S. House of Representatives and Senate passed versions of health care reform legislation late in 2009. The bills in their current form contain provisions that (i) mandate health insurance coverage, (ii) introduce various insurance market reforms and (iii) seek to finance the cost of health care reform by reductions in Medicare and Medicaid reimbursement and the levy of a variety of payroll taxes and fees on individuals and employers, including the imposition of fees on medical device manufacturers, such as Teleflex. The potential impact of these reforms remains uncertain. The addition of significant numbers of currently uninsured patients into the healthcare system could spur additional volume demand for our products. However, reductions in Medicare and Medicaid reimbursement could negatively affect pricing. We continue to study the evolution of the House and Senate bills, but until legislation is passed in final form, we will be unable to ascertain the anticipated impact on Teleflex.

•

Aerospace — Sudden and significant increases in fuel costs in mid-2008 resulted in reductions in capacity for passenger and cargo traffic, and accelerated retirement of older, less fuel efficient aircraft. These trends were exacerbated by the economic crisis in 2009 even though fuel prices have decreased from these record levels. The sharp drop in fuel costs toward the end of 2008 was a positive development for airlines, as it offset somewhat the recession related drop in revenues for both passenger and cargo traffic. Although lower traffic makes it more difficult to sell cargo containment equipment due to reduced demand, new aircraft production and weight and greenhouse gas reduction objectives create some opportunities in these markets. Despite the fact that our installed base of equipment continues to grow, short term lower overall aircraft utilization will reduce demand for spare parts and repair services in all three of our Aerospace businesses. Nevertheless, we are well positioned on certain new Airbus and Boeing airframes and deliveries of cargo handling systems are expected to continue at previously expected levels overall, albeit on a slightly longer time horizon than what we initially anticipated.

•

Commercial — The markets served by our Commercial Segment are largely affected by the general state of the economy and by consumer confidence. Factors such as housing starts, home values, fuel costs, environmental and other regulatory matters all affect the market outlook for the businesses in this segment. Very high fuel prices in 2008 began a trend of declining demand in the recreational marine market and the global recession that followed caused this trend to continue in 2009 in spite of moderating fuel costs. Although we experienced continued softness in the markets for new boats, aftermarket sales of replacement parts grew in the second half of 2009. We expect that growth will be a challenge in our Commercial Segment until there is a return to global economic growth and improvement in consumer confidence.

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 Heavy Lift, SSI, ATI businesses, Power Systems, TAMG, and the GMS businesses which have been presented in our consolidated financial results as discontinued operations (see Note 18 to our consolidated financial statements included in this Current Report on Form 8-K and “Discontinued Operations” in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of discontinued operations).

Revenues

		2009				2008				2007
		(Dollars in millions)
Net revenues		$	1,788.1			$	1,941.8			$	1,470.6

Net revenues decreased approximately 8% to $1.79 billion in 2009 from $1.94 billion in 2008. Reduced revenues from core business caused 5% of the decline while foreign currency movements caused the other 3% of the decline. As a result of 2% core growth in the fourth quarter in the Medical Segment, core revenue in that segment was flat in 2009 compared to 2008, but core revenue declined in the Aerospace and Commercial segments 24% and 15%, respectively in 2009 compared to 2008. Weak global economic conditions have negatively impacted markets served by our Aerospace and Commercial segments throughout 2009.

Net revenues increased approximately 32% to $1.94 billion in 2008 from $1.47 billion in 2007. Businesses acquired in 2008 accounted for all of this increase in revenues, as 2% revenue growth from foreign currency translation was offset by a decline of 1% in revenues from core business and 1% decline from divestitures. Core revenue growth in the Medical (2%) and Aerospace (1%) segments was offset by a 15% decline in core revenues in the Commercial Segment, which was primarily due to a significant decrease in sales of recreational marine products.

Gross profit

		2009				2008				2007
		(Dollars in millions)
Gross profit		$	794.0			$	825.5			$	568.5
Percentage of sales			44.4	%			42.5	%			38.7	%

Gross profit as a percentage of revenues increased to 44.4% in 2009 from 42.5% in 2008 with all three segments experiencing increases in gross profit as a percentage of revenues. The principal factors that impact the overall increase were a higher percentage of Medical revenues (80% of total revenues in 2009 compared to 76% in 2008), 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, synergies from the Arrow acquisition and manufacturing cost reductions implemented in each of our three segments, partly offset by higher pension expense in 2009 because of the decline in the value of our pension assets at the end of 2008 as a result of losses experienced in the global equity markets.

Gross profit as a percentage of revenues increased to 42.5% in 2008 from 38.7% in 2007. This trend was driven by increases in the Medical and Aerospace segments as the gross profit percentage in the Commercial Segment decreased from 2007. Improved margins in the Medical Segment were largely due to the inclusion of higher margin Arrow critical care product lines for the full year in 2008 compared to only the fourth quarter in 2007 and volume related manufacturing efficiencies in the Medical OEM product line. Improved margins in the Aerospace Segment were principally due to the impact of the Nordisk acquisition.

Selling, engineering and administrative

		2009				2008				2007
		(Dollars in millions)
Selling, engineering and administrative		$	507.1			$	549.3			$	394.7
Percentage of sales			28.4	%			28.3	%			26.8	%

Selling, engineering and administrative expenses (operating expenses) as a percentage of revenues were 28.4% in 2009 compared to 28.3% in 2008. The increase in the amount as a percentage of revenues is due to the year-on-year decline in revenues. The reduction in the dollar value of these costs was principally the result of cost reduction initiatives throughout the Company, including restructuring and integration activities in connection with the Arrow acquisition and the 2008 Commercial segment restructuring program, and lower spending on remediation of FDA regulatory issues. These factors resulted in an aggregate reduction in expenses of approximately $45 million.

Selling, engineering and administrative expenses as a percentage of revenues were 28.3% in 2008 compared to 26.8% in 2007, principally due to approximately $25 million higher amortization expense related to the Arrow acquisition and approximately $20 million higher expenses in the Medical Segment related to the remediation of FDA regulatory issues.

Goodwill impairment and in-process R&D charge

		2009				2008				2007
		(Dollars in millions)
Goodwill impairment		$	6.7			$	—			$	2.4
In-process R&D charge		$	—			$	—			$	30.0

In 2009, we performed an interim review of goodwill for our Cargo Container reporting unit during the second quarter as a result of the difficult market conditions confronting the Cargo Container reporting unit and the significant deterioration in its operating performance, which accelerated in the second quarter of 2009. Upon conclusion of this review, we determined that goodwill in the Cargo Container operations was impaired, and we recorded an impairment charge of $6.7 million in the second quarter of 2009.

In 2007, we recorded a $2.4 million goodwill impairment charge related to a write-down to the agreed selling price of one of our variable interest entities in the Commercial Segment.

The $30.0 million write-off of in-process research and development costs in 2007 is related to in-process R&D projects acquired in the Arrow acquisition which we determined had no alternative future use in their current state.

Interest income and expense

		2009				2008				2007
		(Dollars in millions)
Interest expense		$	89.5			$	121.6			$	74.7
Average interest rate on debt during the year			5.76	%			6.13	%			6.33	%
Interest income		$	(2.5	)		$	(2.3	)		$	(9.4	)

Interest expense decreased in 2009 due to an approximate $350 million reduction in debt during the year, principally reflecting the $240 million of debt repaid in the first quarter of 2009 from the proceeds of the sale of the ATI business.

Interest expense increased significantly in 2008 compared to 2007 principally as a result of the full year impact of the debt incurred in connection with the Arrow acquisition in October 2007. Interest income decreased in 2008 compared to 2007 primarily due to lower amounts of invested funds combined with lower average interest rates.

Taxes on income from continuing operations

		2009				2008				2007
Effective income tax rate			21.1	%			32.1	%			156.6	%

The effective tax rate in 2009 was 21.1% compared to 32.1% in 2008. Taxes on income from continuing operations in 2009 were $37.1 million compared to $41.5 million in 2008. The decrease in the effective tax rate was due to (i) a decrease in deferred state tax liabilities driven by changes to applicable state tax laws and (ii) a reduction in the current year for reserves for uncertain tax positions as audits and settlements were closed, and fewer new reserves were established than in the prior year.

The effective tax rate in 2008 was 32.1% compared to 156.6% in 2007. Taxes on income from continuing operations of $106.0 million in 2007 include discrete income tax charges incurred in connection with the Arrow acquisition. 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 in 2007 of approximately $80.9 million. The Company did not incur similar charges in 2009 or 2008.

Restructuring and other impairment charges

		2009				2008				2007
		(Dollars in millions)
2008 Commercial restructuring program		$	2.2			$	0.4			$	—
2007 Arrow integration program			7.0				16.0				0.9
2006 restructuring programs			—				0.9				1.9
2004 restructuring and divestiture program			—				—				0.7
Impairment charges			5.8				10.4				3.9
Total		$	15.0			$	27.7			$	7.4

In December 2008, we began certain restructuring initiatives that affect the Commercial Segment. These initiatives involved the consolidation of operations and a related reduction in workforce at three of our facilities in Europe and North America. We implemented these initiatives as a means to address an expected continuation of weakness in the marine and industrial markets. These costs amounted to approximately $2.2 million during 2009. As of December 31, 2009, we have completed the 2008 Commercial Segment restructuring program. We expect to have realized annual pre-tax savings of between $3.5 — $4.5 million in 2010 as a result of actions taken in connection with this program.

In connection with the acquisition of Arrow during 2007, we formulated a plan related to the integration of Arrow and our other Medical businesses. The integration plan focused 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 $7.0 million during 2009. As of December 31, 2009, we estimate that the aggregate of future restructuring and impairment charges that we will incur in connection with the Arrow integration plan are approximately $1.3 — $2.3 million in 2010. Of this amount, $1.0 — $1.5 million relates to employee termination costs, $0.2 — $0.5 million relates to contract termination costs associated with the termination of leases and certain distribution agreements and $0.1 — $0.3 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 $2.5 million and are reported in the Medical Segment’s operating results in materials, labor and other product costs and selling, engineering and administrative expenses. We expect to have realized annual pre-tax savings of between $70-$75 million by the end of 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 and these activities are now complete.

For additional information regarding our restructuring programs, see Note 4 to our consolidated financial statements included in this Current Report on Form 8-K.

During the second quarter of 2009, we recorded $2.3 million in impairment charges with respect to an intangible asset in our Commercial Segment. During the third quarter of 2009, we recorded a $3.3 million impairment charge related to our investment in a California real estate venture. In 2004, we contributed property and other assets that had been part of one of our former manufacturing sites to the real estate venture. During the third quarter of 2009, based on continued deterioration in the California real estate market, we concluded that our investment was not recoverable and recorded the impairment charge to fully write-off our investment in this venture.

Impairment charges in 2008 included $2.7 million related to five of our minority held investments precipitated by the deteriorating economic conditions in the fourth quarter of 2008, $0.8 million related to an intangible asset in the Commercial Segment that was identified during the annual impairment testing process, and a $0.2 million reduction in the carrying value of a building held for sale. In 2007, we determined that two minority-held investments and a building held for sale were impaired and recorded an aggregate charge of $3.9 million.

Segment Review

		Year Ended December 31												% Increase/(Decrease)
		2009				2008				2007				2009 vs 2008				2008 vs 2007
		(Dollars in millions)
Segment data:
Medical		$	1,434.9			$	1,475.6			$	1,019.0				(3	)			45
Aerospace			185.1				253.8				197.8				(27	)			28
Commercial			168.1				212.4				253.8				(21	)			(16	)
Net revenues		$	1,788.1			$	1,941.8			$	1,470.6				(8	)			32
Medical		$	302.6			$	283.0			$	179.9				7				57
Aerospace			15.4				26.1				18.3				(41	)			43
Commercial			10.8				13.7				25.0				(21	)			(45	)
Segment operating profit		$	328.8			$	322.8			$	223.2				2				45

The percentage increases or (decreases) in revenues during the years ended December 31, 2009 and 2008 compared to the respective prior years were due to the following factors:

		% Increase/ (Decrease)
		2009 vs 2008																2008 vs 2007
		Medical				Aerospace				Commercial				Total				Medical				Aerospace				Commercial				Total
Core growth			—				(24	)			(15	)			(5	)			2				1				(15	)			(1	)
Currency impact			(3	)			(3	)			(1	)			(3	)			2				3				1				2
Acquisitions			—				—				—				—				41				24				—				32
Dispositions			—				—				(5	)			—				—				—				(2	)			(1	)
Total Change			(3	)			(27	)			(21	)			(8	)			45				28				(16	)			32

The following is a discussion of our segment operating results. Additional information regarding our segments, including a reconciliation of segment operating profit to income from continuing operations before interest and taxes, is presented in Note 17 to our consolidated financial statements included in this Current Report on Form 8-K.

Medical

Comparison of 2009 and 2008

Medical Segment net revenues declined 3% in 2009 to $1,434.9 million, from $1,475.6 million in 2008, entirely due to foreign currency fluctuations, mainly the stronger U.S. dollar against the Euro during the first three quarters of 2009. In the aggregate, we experienced no growth in core revenue in 2009 over 2008, as growth in critical care products in Europe and Asia/Latin America of approximately $11 million was offset by approximately $9 million lower sales of orthopedic instrumentation products to OEMs in North America and approximately $8 million lower sales of surgical products in North America and Europe.

Net sales for 2009, 2008 and 2007 by product group for the Medical Segment are comprised of the following:

		Year Ended December 31												% Increase/(Decrease)
		2009				2008				2007				2009 vs 2008				2008 vs 2007
		(Dollars in millions)
Critical Care		$	939.4			$	957.1			$	578.1				(2	)			66
Surgical Care			260.7				272.5				272.2				(4	)			—
Cardiac Care			70.8				72.9				18.2				(3	)			300
OEM and Development Services			149.8				158.3				138.1				(5	)			15
Other			14.2				14.8				12.4				(4	)			19
Net Revenues		$	1,434.9			$	1,475.6			$	1,019.0				(3	)			45

Disposable Medical Products for Critical Care

The decrease in critical care product sales during 2009 compared to 2008 was entirely due to currency fluctuations as core revenue in this product group increased approximately 1% in 2009. Higher sales of vascular access, urology and anesthesia products of approximately $12 million were partially offset by approximately $6 million lower sales of respiratory products, principally as a result of distributor de-stocking in North America in early 2009.

Surgical Instruments and Medical Devices

Surgical product sales declined approximately 4% in 2009 compared to 2008. Foreign currency movements negatively impacted sales by approximately 3%, and lower sales in the instrumentation product line in Europe and North America led the 1% decline in core revenue. We believe this decline in sales resulted from hospitals limiting their capital budgets for these products and distributors reducing inventory in the supply chain.

Cardiac Care Devices

The decrease in sales of cardiac care products in 2009 compared to 2008 is mainly due to currency movements, hospital capital budget constraints and a voluntary product recall during the first quarter of 2009.

Devices for Original Equipment Manufacturers (“OEM”)

Sales of devices to OEMs decreased primarily as a result of approximately $9 million lower sales of orthopedic instrumentation as higher sales of specialty sutures and other devices of approximately $2 million was offset by the impact of currency movements. A reduction in new product launches by OEM customers and overall weakness in OEM orthopedic markets due to hospital budgetary constraints and postponement of certain elective surgical procedures have had a negative impact on demand for our orthopedic instrumentation products.

Operating profit in the Medical Segment increased 7% in 2009 to $302.6 million, from $283.0 million in 2008. The negative impact on operating profit from a stronger U.S. dollar during the first three quarters of 2009 was more than offset by approximately $20 million of lower manufacturing and selling, general and administrative costs during 2009 as a result of cost reduction initiatives, including restructuring and integration activities in connection with the Arrow acquisition, and approximately $18 million lower expenses related to the remediation of FDA regulatory issues. 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 comparison of 2009 operating profit to the prior year.

During the first quarter 2010, we undertook a voluntary recall of our custom IV tubing product. Estimated costs to be incurred for the recall are in a range of approximately $4.5 million to $7.5 million, pretax. Of that amount, $1.7 million relates to units sold or produced in 2009 and is included in materials, labor and other product costs in the 2009 consolidated statement of income.

Comparison of 2008 and 2007

Medical Segment net revenues grew 45% in 2008 to $1,475.6 million, from $1,019.0 million in 2007. The acquisition of Arrow accounted for 41% of this increase in revenues. Of the remaining 4% increase in net revenues, 2% was due to foreign currency fluctuations and 2% was due to core revenue growth. Medical Segment core revenue growth in 2008 reflects higher sales volume for critical care and surgical products in Europe and Asia/Latin America of approximately $13 million and $8 million, respectively, and a $17 million increase in sales of specialty medical devices to OEMs, partially offset by $23 million lower sales volumes for critical care and surgical products in North America.

Operating profit in the Medical Segment increased 57% in 2008 to $283.0 million, from $179.9 million in 2007, principally due to the addition of higher margin Arrow critical care product lines. Other factors that contributed to the higher operating profit were improved cost and operational efficiencies in North America, higher volumes in Europe and Asia/Latin America, lower fair value adjustment to inventory acquired in the Arrow acquisition ($7 million in 2008 versus $29 million in 2007) and the favorable impact from the stronger Euro. The impact of these factors was partially offset by the impact of approximately $25 million higher amortization expense related to the Arrow acquisition and $20 million in higher costs incurred in 2008 in connection with a plan to remediate FDA regulatory issues.

Aerospace

Comparison of 2009 and 2008

Aerospace Segment net revenues declined 27% in 2009 to $185.1 million, from $253.8 million in 2008. Core revenue reductions accounted for nearly all (24%) of the decline in revenue. Weakness in the commercial aviation sector throughout 2009 resulted in reduced sales to commercial airlines and freight carriers of wide body cargo spare components and repairs, cargo containers and actuators. This market weakness has also reduced the number of aftermarket cargo system conversions, resulting in lower sales of multi-deck wide body cargo handling systems, which offset the impact of higher sales of single deck wide body systems on passenger aircraft.

Segment operating profit decreased 41% in 2009 to $15.4 million, from $26.1 million in 2008. This decline was principally due to the sharply lower sales volumes across all product lines, including the unfavorable mix in 2009 of lower margin single deck system sales compared with a mix in 2008 that was weighted more toward aftermarket multi-deck system conversions and spares and repairs. The impact from lower sales volumes was partially offset by cost reduction initiatives that resulted in operating cost reductions of approximately $9 million during 2009.

Comparison of 2008 and 2007

Aerospace Segment net revenues grew 28% in 2008 to $253.8 million, from $197.8 million in 2007. The expansion of the cargo containers product line due to the acquisition of Nordisk Aviation Products accounted for 24% of this increase. The 1% increase in core growth is primarily attributable to increased sales of narrow body cargo loading systems and wide body and narrow body cargo spare components and repairs.

Segment operating profit increased 43% in 2008 to $26.1 million, from $18.3 million in 2007. The increase was principally due to the impact of the Nordisk acquisition, and, to a lesser extent, the impact from core revenue growth in narrow body cargo loading systems and wide body and narrow body cargo spare components and repairs.

Commercial

Comparison of 2009 and 2008

Commercial Segment net revenues declined approximately 21% in 2009 to $168.1 million, from $212.4 million in 2008. Core revenue reductions accounted for 15% of the decline, which was principally the result of a decrease in sales of marine products to OEM manufacturers for the recreational boat market (22%), partially offset by approximately $20 million of higher sales of the modern burner unit to the U.S. Military.

In 2009, segment operating profit decreased 21% to $10.8 million compared to $13.7 million in 2008. This decrease was principally due to the lower sales volumes of marine products to OEM manufacturers for the recreational boat market, which more than offset the impact from the elimination of approximately $8 million of operating costs in 2009 and higher sales of the modern burner unit to the U.S. Military.

Comparison of 2008 and 2007

Commercial Segment net revenues declined approximately 16% in 2008 to $212.4 million, from $253.8 million in 2007. Core revenue declined 15% as a result of a decline in sales of marine products for the recreational boat market. Extreme volatility in fuel costs, accompanied by deterioration in the general state of the global economy in the second half of 2008 adversely impacted the markets served by our marine products.

In 2008, segment operating profit decreased 45% to $13.7 million compared to $25.0 million in 2007. This decrease was due to a lower operating profit in the marine business resulting from lower sales in 2008 and unfavorable currency impact of approximately $3 million.

Discontinued Operations

On May 27, 2010, we entered into a definitive agreement to sell our rigging products and services business (“Heavy Lift”), a reporting unit within our Commercial Segment, to Houston Wire & Cable Company for $50 million. We completed the sale on June 25, 2010 and realized a gain of $17.1 million, net of tax, from the sale of the business.

On March 2, 2010, we completed the sale of our SSI Surgical Services Inc. business (“SSI”), a reporting unit within our Medical Segment, to a privately-owned multi-service line healthcare company for approximately $25 million. We realized a gain of $2.0 million, net of tax, on this transaction.

During the third quarter of 2009, we completed the sale of our Power Systems operations to Fuel Systems Solutions, Inc. for $14.5 million and realized a loss of $3.3 million, net of tax. During the second quarter, we recognized a non-cash goodwill impairment charge of $25.1 million to adjust the carrying value of these operations to their estimated fair value. In the third quarter of 2009, we reported the Power Systems operations, including the goodwill impairment charge, in discontinued operations.

On March 20, 2009, we completed the sale of our 51 percent ownership interest in ATI Singapore to GE Pacific Private Limited for $300 million in cash. ATI Singapore, which provides engine repair products and services for critical components of flight turbines, was part of a joint venture between General Electric Company (“GE”) and us. In December 2009, we completed the transfer of our ownership interest in the remaining ATI business (together with ATI Singapore, the “ATI businesses”) to GE for a nominal amount.

At the end of 2007, we completed the sale of our GMS businesses to Kongsberg Automotive Holding ASA for $560 million in cash. In the second quarter of 2008, we refined our estimates for the post-closing adjustments based on the provisions of the purchase agreement with Kongsberg Automotive Holdings on the sale of the GMS businesses. Also during 2008, we recorded a charge for the settlement of a contingency related to the sale of the GMS businesses. These activities resulted in a decrease in the gain on sale of the GMS businesses and are reported in discontinued operations as a loss of $14.2 million, net of taxes of $6.0 million.

On June 29, 2007, we completed the sale of a precision-machined components business in our Aerospace Segment for approximately $134 million in cash.

The Company has reported results of operations, cash flows and gains (losses) on the disposition of these businesses as discontinued operations for all periods presented. See Note 18 to our consolidated financial statements included in this Current Report on Form 8-K for further information regarding divestiture activity and accounting for discontinued operations.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include: capital expenditures, acquisitions, pension funding, dividends, common stock repurchases, adequacy of available bank lines of credit, and access to other capital markets.

The global recessionary conditions that persisted throughout 2009 affected the operating results of our various businesses as described above in “Results of Operations.” Nevertheless, we currently do not foresee any difficulties in meeting our cash requirements or accessing credit as needed in the next twelve months. To date, we have not experienced an inordinate amount of payment defaults by our customers, and we have sufficient lending commitments in place to enable us to fund additional operating needs. However, in light of current economic conditions, there is an increased risk that our customers and suppliers may be unable to access liquidity. If current market conditions deteriorate further, we may experience delays in customer payments and reductions in our customers’ purchases from us, which could have a material adverse effect on our liquidity.

The precipitous deterioration in the securities markets that occurred during 2008 and the subsequent moderate recovery in these markets during 2009 has impacted the market value of the assets included in our defined benefit pension plans. As a result of these market conditions, the market value of assets in our domestic pension funds declined in value by approximately $76 million, or 29%, during 2008 and recovered approximately $37 million, or 22%, in 2009. These events did not have a significant impact on our pension funding requirements in 2009, nor do we expect a significant impact on 2010 funding requirements, because amounts funded to the plans in prior years exceeded the minimum amounts required in those years. The volatility in the securities markets has not significantly affected the liquidity of our pension plans or counterparty exposure. A majority of our domestic pension plans are invested in mutual funds registered with the SEC under the Investment Company Act of 1940. Underlying holdings of the mutual funds are primarily invested in publicly traded equity and fixed income securities.

We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which those funds can be accessed on a cost effective basis. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations. We have and will continue to transfer cash from those subsidiaries to the U.S. and to other international subsidiaries when it is cost effective to do so. During 2009 we repatriated approximately $363 million of cash from our foreign subsidiaries and we expect to access approximately $70 million of cash from foreign subsidiaries in 2010 to help fund debt service and other cash requirements. Substantially all of our debt service requirements are United States based and we depend on foreign sources of cash to fund a portion of these requirements. During 2009 we repaid approximately $359 million of debt from the proceeds of the sale of businesses and from cash generated from operations. As a result, we have no scheduled principal payments under our senior credit facility until September 2011. Our next scheduled senior note principal payment is in July 2011 for $145 million. We anticipate our domestic interest payments for 2010 will be approximately $69 million. To the extent we cannot, or choose not to, repatriate cash from foreign subsidiaries in time to meet quarterly debt service or other requirements our revolving credit facility can be utilized as a source of liquidity until such cash can be repatriated in a cost effective manner.

We believe our cash flow from operations, available cash and cash equivalents, borrowings under our revolving credit facility and additional sales of accounts receivable under our securitization program will enable us to fund our operating requirements, capital expenditures and debt obligations.

A summary of our cash flows for the last three years is as follows:

		Year Ended December 31,
		2009				2008				2007
		(Dollars in millions)
Cash flows from continuing operations provided by (used in):
Operating activities		$	177.7			$	98.8			$	223.4
Financing activities			(402.2	)			(180.8	)			1,111.4
Investing activities			285.1				(29.9	)			(1,492.4	)
Cash flows provided by discontinued operations			11.5				25.6				97.0
Effect of exchange rate changes on cash and cash equivalents			8.9				(7.8	)			13.5
Increase (decrease) in cash and cash equivalents		$	81.0			$	(94.1	)		$	(47.1	)

Cash Flow from Operating Activities

Lower tax payments of approximately $25 million and lower interest payments of approximately $25 million were the primary contributors to the higher cash flow from operations in 2009 compared to 2008.

Changes in our operating assets and liabilities resulted in an aggregate decrease in cash from operations of approximately $104 million during 2009 which was comprised of a reduction in income taxes payable of approximately $117 million offset by the impact from a reduction of working capital of approximately $13 million. The reduction in taxes includes $97.5 million of taxes paid in connection with businesses divested in 2009. The reduction in working capital results principally from (i) lower inventory due largely to efforts in both the Aerospace and Commercial segments in response to weak demand during 2009, generally, coupled with deliveries of cargo handling systems in the Aerospace Segment whose delivery schedules had been delayed from 2008 into 2009; (ii) lower accounts receivable, primarily in the Aerospace Segment generally, reflecting lower sales, partly offset by higher receivables in the Medical Segment due to a slow down in payments from public hospitals in Italy, Spain, Portugal and Greece where funding has been under pressure due to weak economic conditions; partly offset by (iii) lower accounts payable and accrued expenses largely due to reduced spending on inventory in the Aerospace Segment coupled with payments of termination benefits and contract termination costs in restructuring and integration reserves.

Higher tax payments of approximately $112 million (net of refunds of approximately $27 million) and higher interest payments of approximately $60 million were the principal factors in the year-on-year decrease in cash flows from operating activities in 2008 compared to 2007. The largest factor contributing to the higher tax payments is approximately $90 million of taxes paid in connection with businesses divested in 2007.

Changes in our operating assets and liabilities resulted in an aggregate decrease in cash from operations of approximately $99 million during 2008 which is principally attributable to the $90 million of tax payments mentioned previously. The cash flow impact from changes in other operating assets and liabilities offset one another; an inventory increase of approximately $9 million, increase in accounts payable and accrued expenses of $1 million, decrease in accounts receivable of $14 million, and a decrease in other operating assets of $5 million. The ramp up in production of cargo handling systems to meet the delivery schedules communicated earlier in the year from aircraft manufacturers and the late in the year delay of those delivery schedules into 2009 was the principal cause of the year-on-year increase in inventory. Nearly all of the increase in accounts payable and accrued expenses is due to a year-on-year increase in accounts payable in the Medical Segment that results from changes in payment patterns to suppliers of the Arrow operations during 2008 where early payment discounts were forgone in favor of longer payment terms. The $14 million decrease in accounts receivable reflects focused collection efforts in all segments and is in spite of higher sales during the fourth quarter of 2008 compared to the same period of a year ago, and a heavier mix of sales in our cargo handling systems business to aircraft manufacturers in 2008 which carry longer payment terms compared to the aftermarket side of that business. During 2008 we repatriated approximately $104 million of cash from our foreign subsidiaries.

Cash Flow from Investing Activities

Our cash flows from investing activities from continuing operations in 2009 consisted primarily of proceeds from the sales of the ATI businesses and Power Systems operations, partly offset by capital expenditures of $28.8 million.

Our cash flows from investing activities from continuing operations in 2008 consisted primarily of capital expenditures of $33.0 million, deferred payments of $5.1 million with respect to acquired businesses, which primarily pertained to our acquisition of Nordisk ($4.7 million), and proceeds of $8.5 million from the sale of assets and investments, principally $5.3 million related to post closing adjustments in connection with the sale of the GMS business, $1.8 million derived from the sale of investments in non-consolidated affiliates and $1.0 million from the sale of a building held for sale.

Cash Flow from Financing Activities

Our cash flows from financing activities from continuing operations in 2009 consisted primarily of $357.6 million repayment of long-term debt and payment of dividends of $54.0 million, partly offset by borrowings of $10.0 million under our revolving credit facility.

Our cash flows from financing activities from continuing operations in 2008 consisted primarily of $133.9 million repayment of long-term debt, $92.8 million repayment of borrowings under our revolving credit facility and payment of dividends of $53.0 million, partly offset by borrowings under our revolving credit facility of $92.9 million.

Financing Arrangements

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

		2009				2008
		(Dollars in thousands)
Net debt includes:
Current borrowings		$	4,008			$	108,853
Long-term borrowings			1,192,491				1,437,538
Total debt			1,196,499				1,546,391
Less: Cash and cash equivalents			188,305				107,275
Net debt		$	1,008,194			$	1,439,116
Total capital includes:
Net debt		$	1,008,194			$	1,439,116
Shareholders’ equity			1,580,241				1,246,455
Total capital		$	2,588,435			$	2,685,571
Percent of net debt to total capital			39	%			54	%

In connection with our acquisition of Arrow, in October 2007, we entered into a credit agreement, which we refer to as our “senior credit agreement,” that provides for a five-year term loan facility of $1.4 billion and a five-year revolving line of credit facility of $400 million, both of which carried initial interest rates of LIBOR plus a spread of 150 basis points. The spread is subject to adjustment based upon our consolidated leverage ratio (generally, Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the senior credit agreement). At December 31, 2009, the spread over LIBOR was 125 basis points. We executed an interest rate swap for $600 million of the term loan from a floating 3 month LIBOR rate to a fixed rate of 4.75%. The notional value of the interest rate swap amortizes down to $350 million at maturity in 2012. Our obligations under the senior credit agreement are guaranteed by substantially all of our material wholly-owned domestic subsidiaries, and are secured by a pledge of the shares of certain of our subsidiaries.

Also in connection with our acquisition of Arrow, in October 2007, we issued $200 million in new senior notes, which we refer to as the “2007 notes,” and amended certain terms of our outstanding notes issued in July 2004, which we refer to as the “2004 notes,” and October 2002, which we refer to as the “2002 notes.” We collectively refer to the 2004 notes and the 2002 notes as the “amended notes.” In addition, we repaid $10.5 million of outstanding notes issued on November 1, 1992 and December 15, 1993, which we collectively refer to as the “retired notes.” The retired notes consisted of the 7.40% Senior Notes due November 15, 2007 and the 6.80% Series B Senior Notes due December 15, 2008.

The 2007 notes and the amended notes, referred to collectively as the “senior notes,” rank pari passu in right of repayment with our obligations under our senior credit agreement and are secured and guaranteed in the same manner as the senior credit agreement. The senior notes have mandatory prepayment requirements upon the sale of certain assets and may be accelerated upon certain events of default, in each case, on the same basis as our senior credit agreement.

The interest rates payable on the amended notes were also modified in connection with the foregoing transactions. Effective as of October 1, 2007:

	•		the 2004 notes bear interest on the outstanding principal amount at the following rates: (i) 7.66% in respect of the Series 2004-1 Tranche A Senior Notes due 2011; (ii) 8.14% in respect of the Series 2004-1 Tranche B Senior Notes due 2014; and (iii) 8.46% in respect of the Series 2004-1 Tranche C Senior Notes due 2016; and
	•		the 2002 notes bear interest on the outstanding principal amount at the rate of 7.82% per annum.

Interest rates on the amended notes are subject to reduction based on positive performance relative to certain financial ratios. During 2009, we repaid the 2002 notes and attained a 25 basis point reduction on the 2004 notes.

Fixed rate borrowings, excluding the effect of derivative instruments, comprised 42% of total borrowings at December 31, 2009. Fixed rate borrowings, including the effect of derivative instruments, comprised 80% of total borrowings at December 31, 2009. Less than 1% of our total borrowings of $1,196.5 million are denominated in currencies other than the U.S. dollar, principally the Euro.

Our senior credit agreement and the senior note agreements contain covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to incur debt, create liens, consolidate, merge or dispose of certain assets, make certain investments, engage in acquisitions, pay dividends on, repurchase or make distributions in respect of capital stock and enter into swap agreements. These agreements also require us to maintain a consolidated leverage ratio of not more than 3.50:1 and a consolidated interest coverage ratio (generally, Consolidated EBITDA to Consolidated Interest Expense, each as defined in the senior credit agreement) of not less than 3.50:1 as of the last day of any period of four consecutive fiscal quarters calculated pursuant to the definitions and methodology set forth in the senior credit agreement. At December 31, 2009 our consolidated leverage ratio was 2.95:1 and our interest coverage ratio was 4.92:1, both of which are in compliance with the limits mentioned in the preceding sentence.

At December 31, 2009, we had no borrowings outstanding and approximately $5 million in outstanding standby letters of credit under our $400 million revolving credit facility. This facility is used principally for seasonal working capital needs. The availability of loans under this facility is dependent upon our ability to maintain our financial condition and our continued compliance with the covenants contained in the senior credit agreement and senior note agreements. Moreover, additional borrowings would be prohibited if a Material Adverse Effect (as defined in the senior credit agreement) were to occur. Notwithstanding these restrictions, we believe that this revolving credit facility provides us with significant flexibility to meet our foreseeable working capital needs. At our current level of EBITDA (as defined in the senior credit agreement) for the year ended December 31, 2009, we would have been permitted $223 million of additional debt beyond the levels outstanding at December 31, 2009. Notwithstanding the borrowing capacity described above, additional capacity would be available if borrowed funds were used to acquire a business or businesses through the purchase of assets or controlling equity interests so long as the aforementioned leverage and interest coverage ratios are met after calculating EBITDA on a proforma basis to give effect to the acquisition.

As of December 31, 2009, we were in compliance with all other terms of the senior credit agreement and the senior notes, and we expect to continue to be in compliance with the terms of these agreements, including the leverage and interest coverage ratios, throughout 2010.

For additional information regarding our indebtedness, please see Note 9 to our consolidated financial statements included in this Current Report on Form 8-K.

In addition, at December 31, 2009, the Company had an accounts receivable securitization program under which it sells a security interest in domestic accounts receivable for consideration of up to $125 million to a commercial paper conduit. This facility is utilized from time to time for increased flexibility in funding short term working capital requirements. The credit market volatility during 2009 did not have a material impact on the availability of the accounts receivable securitization program. For additional information regarding this facility, please refer to “Off Balance Sheet Arrangements” included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Stock Repurchase Programs

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, the Company’s senior loan agreements limit the aggregate amount of share repurchases and other restricted payments the Company may make to $75 million per year in the event the Company’s consolidated leverage ratio exceeds 3.5 to 1. Accordingly, these provisions may limit the Company’s ability to repurchase shares under this Board authorization. Through December 31, 2009, no shares have been purchased under this Board authorization.

Contractual Obligations

Contractual obligations at December 31, 2009 are as follows:

						Payments due by period
						Less than				1-3				4-5				More than
		Total				1 year				years				years				5 years
		(Dollars in thousands)
Total borrowings		$	1,196,499			$	4,008			$	965,891			$	136,500			$	90,100
Interest obligations(1)			219,220				69,404				106,655				31,921				11,240
Operating lease obligations			116,168				24,712				37,959				23,873				29,624
Minimum purchase obligations(2)			37,536				37,129				407				—				—
Other postretirement benefits			43,107				4,125				8,493				8,494				21,995
Total contractual obligations		$	1,612,530			$	139,378			$	1,119,405			$	200,788			$	152,959

We have recorded a noncurrent liability for uncertain tax positions of $109.9 million and $116.1 million as of December 31, 2009 and December 31, 2008, respectively. Due to uncertainties regarding the ultimate resolution of ongoing or future tax examinations we are not able to reasonably estimate the amount of any income tax payments to settle uncertain income tax positions or the periods in which any such payments will be made.

In 2009, cash contributions to all defined benefit pension plans were $9.1 million, and we estimate the amount of cash contributions will be in the range of $7.3 million to $10.0 million in 2010. Due to the potential impact of future plan investment performance, changes in interest rates and other economic and demographic assumptions and changes in legislation in the United States and other foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2010.

See Notes 14 and 15, respectively to our consolidated financial statements included in this Current Report on Form 8-K for additional information.

Off Balance Sheet Arrangements

We have residual value guarantees under operating leases for certain equipment. The maximum potential amount of future payments we could be required to make under these guarantees is approximately $9.7 million.

We use an accounts receivable securitization program to gain access to credit markets with favorable interest rates 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 consolidated subsidiary of Teleflex. Accordingly, the assets of the SPE are not available to satisfy the obligations of Teleflex or any of its other subsidiaries. The 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 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 receivable, net in the accompanying consolidated balance sheets. The interests for which cash consideration is not received from the conduit are retained by the SPE and remain in accounts receivable, net in the accompanying consolidated balance sheets. However, as noted below, the accounting for accounts receivables sold will change beginning in the first quarter of 2010.

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 SPE 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 December 31, 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. If 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 by the commercial paper conduit.

Information regarding the outstanding balances related to the SPE’s interests in accounts receivables sold or retained as of December 31, 2009 is as follows:

		(Dollars in millions)
Interests in receivables sold outstanding (1)		$	39.7
Interests in receivables retained, net of allowance for doubtful accounts		$	82.5

The delinquency ratio for the qualifying receivables represented 3.8% of the total qualifying receivables as of December 31, 2009.

The following table summarizes the activity related to our interests in accounts receivable sold for the years ended December 31, 2009 and December 31, 2008:

		December 31,				December 31,
		2009				2008
		(Dollars in millions)
Proceeds from the sale of interest in accounts receivable		$	65.0			$	27.0
Repayments to conduit		$	65.0			$	27.0
Fees and charges (1)		$	1.1			$	1.8

Other fee charges related to the sale of receivables to the commercial paper conduit for the year ended December 31, 2009 were not material.

We continue to service the receivables after they are sold to the conduit pursuant to servicing agreements with the SPE. No servicing asset is recorded at the time of sale because we do not receive any servicing fees from third parties or other income related to the servicing of the receivables. We do not record any servicing liability at the time of the sale as the receivables collection period is relatively short and the costs of servicing the receivables sold over the servicing period are insignificant. Servicing costs are recognized as incurred over the servicing period.

In the first quarter of 2010, we will adopt an amendment to Accounting Standards Codification (“ASC”) topic 860, “Transfers and Servicing” that affects the accounting for transfers of financial assets. Outstanding accounts receivable that we previously treated as sold and removed from the balance sheet will be included in accounts receivable, net on our balance sheet and the amounts outstanding under our accounts receivable securitization program will be accounted for as a secured borrowing and reflected as short-term debt on our balance sheet (which as of December 31, 2009 is $39.7 million for both). In addition, while there has been no change in the arrangement under our securitization program, the adoption of this amendment will reduce cash flow from operations by approximately $39.7 million and result in a corresponding increase in cash flow from financing activities.

See also Note 16 to our consolidated financial statements included in this Current Report on Form 8-K for additional information.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

We have identified the following as critical accounting estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.

Accounting for Allowance for Doubtful Accounts

In the ordinary course of business, we grant non-interest bearing trade credit to our customers on normal credit terms. In an effort to reduce our credit risk, we (i) establish credit limits for all of our customer relationships, (ii) perform ongoing credit evaluations of our customers’ financial condition, (iii) monitor the payment history and aging of our customers’ receivables, and (iv) monitor open orders against an individual customer’s outstanding receivable balance.

An allowance for doubtful accounts is maintained for accounts receivable based on our historical collection experience and expected collectability of the accounts receivable, considering the period an account is outstanding, the financial position of the customer and information provided by credit rating services. The adequacy of this allowance is reviewed each reporting period and adjusted as necessary. Our allowance for doubtful accounts was $7.1 million at December 31, 2009 and $8.7 million at December 31, 2008 which was 2.6% of gross accounts receivable at those respective dates. In light of the disruptions in global credit markets that occurred in the fourth quarter of 2008 and continued through 2009 we have taken this heightened risk of customer payment default into account when estimating the allowance for doubtful accounts at December 31, 2009 by engaging in a more robust customer-by-customer risk assessment. Although future results cannot always be predicted by extrapolating past results, management believes that it is reasonably likely that future results will be consistent with historical trends and experience. However, if the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, or if unexpected events or significant future changes in trends were to occur, additional allowances may be required.

Inventory Utilization

Inventories are valued at the lower of cost or market. Accordingly, we maintain a reserve for excess and obsolete inventory to reduce the carrying value of our inventories for the diminution of value resulting from product obsolescence, damage or other issues affecting marketability equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.

The adequacy of this reserve is reviewed each reporting period and adjusted as necessary. We regularly compare inventory quantities on hand against historical usage or forecasts related to specific items in order to evaluate obsolescence and excessive quantities. In assessing historical usage, we also qualitatively assess business trends to evaluate the reasonableness of using historical information as an estimate of future usage.

Our excess and obsolete inventory reserve was $35.3 million at December 31, 2009 and $37.5 million at December 31, 2008 which was 8.9% and 8.1% of gross inventories, at those respective dates.

Accounting for Long-Lived Assets and Investments

The ability to realize long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including undiscounted cash flow projections. The analyses necessarily involve significant management judgment. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Accounting for Goodwill and Other Intangible Assets

Goodwill and intangible assets by reporting segment at December 31, 2009 are as follows:

		Medical				Aerospace				Commercial				Total
		(Dollars in thousands)
Goodwill		$	1,444,354			$	—			$	15,087			$	1,459,441
Intangible assets:
Indefinite lived			318,954				—				7,837				326,791
Finite lived			624,502				6,789				13,494				644,785
Goodwill and intangible assets		$	2,387,810			$	6,789			$	36,418			$	2,431,017
Number of reporting units			5				3				2				10

Acquired intangible assets may represent indefinite-lived assets (e.g., certain trademarks or brands), determinable-lived intangibles (e.g., certain trademarks or brands, customer relationships, patents and technologies) or residual goodwill. Of these, only the costs of determinable-lived intangibles are amortized to expense over their estimated life. The value of the indefinite-lived intangible assets and residual goodwill is not amortized, but is tested at least annually for impairment. Our impairment testing for goodwill is performed separately from our impairment testing of indefinite-lived intangibles. Goodwill and indefinite-lived intangibles assets, primarily trademarks and brand names, are tested annually for impairment during the fourth quarter, using the first day of the quarter as the measurement date, or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations.

Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows to measure fair value. Assumptions used in the Company’s impairment evaluations, such as forecasted growth rates and cost of capital, are consistent with internal projections and operating plans. We believe such assumptions and estimates are also comparable to those that would be used by other marketplace participants.

Goodwill

Impairment assessments are performed at a reporting unit level. For purposes of this assessment, the Company’s reporting units are generally its businesses one level below the respective operating segment.

Goodwill impairment is determined using a two-step process. The first step of the process is to compare the fair value of a reporting unit with its carrying value, including goodwill. In performing the first step, the Company calculated fair values of the various reporting units using equal weighting of two methods; one which estimates the discounted cash flows (“DCF”) of each of the reporting units based on projected earnings in the future (the Income Approach) and one which is based on sales of similar assets in actual transactions (the Market Approach). If the fair value exceeds the carrying value, there is no impairment. If the reporting unit carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any.

Determining fair value requires the exercise of significant judgment. The more significant judgments and assumptions made to determine the fair value of our reporting units were (1) the amount and timing of expected future cash flows which are based primarily on our estimates of future sales, operating income, industry trends and the regulatory environment of the individual reporting units, (2) the expected long-term growth rates for each of our reporting units which approximate the expected long-term growth rate of the global economy and of the respective industries in which the reporting units operate, (3) discount rates that are used to discount future cash flows to their present values which are based on an assessment of the risk inherent in the future cash flows of the respective reporting units along with various market based inputs, (4) relevant comparable company selection, and (5) calculation of comparable company multiples. There were no changes to the underlying methods used in the current year as compared to the prior year valuations of our reporting units. The DCF analysis utilized in the fourth quarter 2009 impairment test was performed over a ten year time horizon for each reporting unit where the compound growth rates during this period range from approximately 4% to 8% for revenue and from approximately 4% to 12% for operating income. Discount rates were 10.5% for reporting units in the Medical Segment and 13.5% for reporting units in the Aerospace and Commercial segments. A perpetual growth rate of 2.5% was assumed for all reporting units.

In arriving at our estimate of the fair value of each reporting unit, we considered the results of both the DCF and the market comparable methods and concluded the fair value to be the average of the results yielded by the two methods for each reporting unit. Then, the current market capitalization of the Company was reconciled to the sum of the estimated fair values of the individual reporting units, plus a control premium, to ensure the fair value conclusions were reasonable in light of current market capitalization. The control premium implied by our analysis was approximately 34%, which was deemed to be within a reasonable range of observed average industry control premiums.

No impairment in the carrying value of any of our reporting units was evident as a result of the assessment of their respective fair values as determined under the methodology described above. The fair values of our reporting units whose assets include goodwill, other than the North America reporting unit within the Medical segment, exceed their respective carrying values by 51% to 150%. For the Medical — North America reporting unit, the fair value is approximately 18% higher than its carrying value and at approximately $960 million the goodwill attributed to the Medical — North America reporting unit is approximately 66% of our total goodwill.

Our expected future growth rates are based on our estimates of future sales, operating income and cash flow and are consistent with our internal budgets and business plans which reflect a modest amount of core revenue growth coupled with the successful launch of new products each year which, together, more than offset volume losses from products that are expected to reach the end of their life cycle. As a result of this analysis, the compound annual growth rate of sales and cash flows over the projected ten year period in the Medical — North America reporting unit is estimated to be 4.8% and 4.9%, respectively. Under the income approach, significant changes in assumptions would be required for this reporting unit to fail the step one test. For example, an increase of over one-and-a-quarter percent in the discount rate or a decrease of over 30% percent in the compound annual growth rate of operating income would be required.

Intangible Assets

Intangible assets are assets acquired that lack physical substance and that meet the specified criteria for recognition apart from goodwill. Intangible assets obtained through acquisitions are comprised mainly of technology, customer relationships, and trade names. The fair value of acquired technology and trade names is estimated by the use of a relief from royalty method, which values an intangible asset by estimating the royalties saved through the ownership of an asset. Under this method, an owner of an intangible asset determines the arms length royalty that likely would have been charged if the owner had to license the asset from a third party. The royalty, which is based on a reasonable rate applied against forecasted sales, is tax-effected and discounted to present value using a discount rate commensurate with the relative risk of achieving the cash flow attributable to the asset. The fair value of acquired customer relationships is estimated by the use of an income approach known as the excess earnings method. The excess earnings method measures economic benefit indirectly by calculating residual profit attributable to an asset after appropriate returns are paid to complementary or contributory assets. The residual profit is tax-effected and discounted to present value at an appropriate discount rate that reflects the risk factors associated with the estimated income stream. Determining the useful life of an intangible asset requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.

Management tests indefinite-lived intangible assets on at least an annual basis, or more frequently if necessary. In connection with the analysis, management tests for impairment by comparing the carrying value of intangible assets to their estimated fair values. Since quoted market prices are seldom available for intangible assets, we utilize present value techniques to estimate fair value. Common among such approaches is the relief from royalty methodology described above, under which management estimates the direct cash flows associated with the intangible asset. Management must estimate the hypothetical royalty rate, discount rate, and residual growth rate to estimate the forecasted cash flows associated with the asset.

Discount rates and perpetual growth rates utilized in the impairment test of indefinite-lived assets during the fourth quarter of 2009 are comparable to the rates utilized in the impairment test of goodwill by segment. Compound annual growth rates in revenues projected to be generated from certain trade names in the Medical Segment ranged from 3.7% to 10.2% and a royalty rate of 4.0% was assumed. The compound annual growth rate in revenues projected to be generated from certain trade names in the Commercial Segment was 2.0% and a royalty rate of 2.0% was assumed. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows generated as a result of the respective intangible assets. Assumptions about royalty rates are based on the rates at which similar trademarks or technologies are being licensed in the marketplace.

No impairment in the carrying value of any of our trade names was evident as a result of the assessment of their respective fair values as determined under the methodology described above, nor would impairment be evident had the fair value of each Company’s indefinite-lived assets been hypothetically lower than presently estimated by 10% as of September 28, 2009.

We are not required to perform an annual impairment test for long-lived assets, including finite-lived intangible assets (e.g., customer relationships); instead, long-lived assets are tested for impairment upon the occurrence of a triggering event. Triggering events include the likely (i.e., more likely than not) disposal of a portion of such assets or the occurrence of an adverse change in the market involving the business employing the related assets. Significant judgments in this area involve determining whether a triggering event has occurred and re-assessing the reasonableness of the remaining useful lives of finite-lived assets by, among other things, validating customer attrition rates.

Acquired In-Process Research and Development

In connection with the acquisition of Arrow International, the Company recorded a $30 million charge to operations during 2007 for in-process research and development (“IPR&D”) assets acquired that the Company determined had no alternative future use in their current state. This amount represents the estimated value based on risk-adjusted cash flows related to in-process projects that had not yet reached technological feasibility and had no alternative future uses as of the date of the acquisition. The primary basis for determining the technological feasibility of these projects is obtaining regulatory approval to market the underlying products.

The value assigned to the acquired in-process technology was determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting net cash flows from the projects, and discounting the net cash flows to their present value. The revenue projections used to value the acquired in-process research and development were based on estimates of relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by us and our competitors. The resulting net cash flows from such projects were based on our estimates of cost of sales, operating expenses, and income taxes from such projects.

The rate of 14 percent utilized to discount the net cash flows to their present value was based on estimated cost of capital calculations and the implied rate of return from the Company’s acquisition model plus a risk premium. Due to the nature of the forecasts and the risks associated with the developmental projects, appropriate risk-adjusted discount rates were used for the in-process research and development projects. The discount rates are based on the stage of completion and uncertainties surrounding the successful development of the purchased in-process technology projects.

The purchased in-process technology of Arrow relates to research and development projects in the Central Venus Access Catheters, Peripherally Inserted Catheters and Specialty Care Catheters product families.

Accounting for Pensions and Other Postretirement Benefits

We provide a range of benefits to eligible employees and retired employees, including pensions and postretirement healthcare. Several statistical and other factors which are designed to project future events are used in calculating the expense and liability related to these plans. These factors include actuarial assumptions about discount rates, expected rates of return on plan assets, compensation increases, turnover rates and healthcare cost trend rates. We review the actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate.

The weighted average assumptions for U.S. and foreign plans used in determining net benefit cost were as follows:

		Pension												Other Benefits
		2009				2008				2007				2009				2008				2007
Discount rate			6.06	%			6.32	%			5.46	%			6.05	%			6.45	%			5.85	%
Rate of return			8.17	%			8.19	%			8.33	%			—				—				—
Initial healthcare trend rate			—				—				—				10.0	%			8.5	%			8.0	%
Ultimate healthcare trend rate			—				—				—				5.0	%			5.0	%			4.5	%

Significant differences in our actual experience or significant changes in our assumptions may materially affect our pension and other postretirement obligations and our future expense. The following table shows the sensitivity to changes in the weighted average assumptions:

										Expected Return
		Assumed Discount Rate								on Plan Assets				Assumed Healthcare Trend Rate
		50 Basis				50 Basis				50 Basis
		Point				Point				Point				1.0%				1.0%
		Increase				Decrease				Change				Increase				Decrease
						(Dollars in millions)
Net periodic pension and postretirement healthcare expense		$	(0.9	)		$	0.8			$	1.1			$	0.4			$	(0.3	)
Projected benefit obligation		$	(23.6	)		$	25.4			$	—			$	4.8			$	(4.1	)

Product Warranty Liability

We warrant to the original purchaser of certain of our products that we will, at our option, repair or replace, without charge, such products if they fail due to a manufacturing defect. Warranty periods vary by product. We have recourse provisions for certain products that would enable recovery from third parties for amounts paid under the warranty. We accrue 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 claims experience relative to sales) can be made. Our estimated product warranty liability was $12.1 million and $17.1 million at December 31, 2009 and December 31, 2008, respectively.

Share-based Compensation

We estimate the fair value of share-based awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. Share-based compensation expense is measured using a multiple point Black-Scholes option pricing model that takes into account highly subjective and complex assumptions. The expected life of options granted is derived from the vesting period of the award, as well as historical exercise behavior, and represents the period of time that options granted are expected to be outstanding. Expected volatilities are based on a blend of historical volatility and implied volatility derived from publicly traded options to purchase our common stock, which we believe is more reflective of the market conditions and a better indicator of expected volatility than solely using historical volatility. The risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the option.

Accounting for Income Taxes

Our annual provision for income taxes and determination of the deferred tax assets and liabilities require management to assess uncertainties, make judgments regarding outcomes and utilize estimates. We conduct a broad range of operations around the world, subjecting us to complex tax regulations in numerous international taxing jurisdictions, resulting at times in tax audits, disputes and potential litigation, the outcome of which is uncertain. Management must make judgments about such uncertainties and determine estimates of our tax assets and liabilities. Deferred tax assets and liabilities are measured and recorded using current enacted tax rates, which the Company expects will apply to taxable income in the years in which those temporary differences are recovered or settled. The likelihood of a material change in the Company’s expected realization of these assets is dependent on future taxable income, its ability to use foreign tax credit carryforwards and carrybacks, final U.S. and foreign tax settlements, and the effectiveness of its tax planning strategies in the various relevant jurisdictions. While management believes that its judgments and interpretations regarding income taxes are appropriate, significant differences in actual experience may require future adjustments to our tax assets and liabilities and such adjustments could be material.

We are also required to assess the realizability of our deferred tax assets. We evaluate all positive and negative evidence and use judgments regarding past and future events, including operating results and available tax planning strategies that could be implemented to realize the deferred tax assets to help determine when it is more likely than not that all or some portion of our deferred tax assets may not be realized. Based on this assessment, we evaluate the need for, and amount of, valuation allowances to offset future tax benefits that may not be realized. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required.

The valuation allowance for deferred tax assets of $49.2 million and $57.9 million at December 31, 2009 and December 31, 2008, respectively, relates principally to the uncertainty of the utilization of certain deferred tax assets, primarily tax loss and credit carryforwards in various jurisdictions. We believe that we will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax asset. The valuation allowance was calculated in accordance with the provisions under ASC topic 740 “Income Taxes,” which requires that a valuation allowance be established and maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. The valuation allowance decrease in 2009 was primarily attributable to the sale of entities associated with Power Systems operations, utilization of certain foreign net operating losses and movement in unrealized gain/loss in relation to pension valuation.

Significant judgment is required in determining income tax provisions and in evaluating tax positions. We establish additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold, as defined under the Income Taxes topic, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, the Company and its subsidiaries are examined by various Federal, State and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a revision become known. Specifically, we are currently in the midst of examinations by the U.S. and German taxing authorities with respect to our income tax returns for those countries for various tax years. The ultimate outcomes of the examinations of these returns could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.

See Note 14 to our consolidated financial statements in this Current Report on Form 8-K for additional information regarding the Company’s uncertain tax positions.

Accounting Standards Issued But Not Yet Adopted

The following amendments to existing accounting standards have been issued but have not yet been adopted by the Company: Amendment to Transfers and Servicing, Amendment to Consolidation, Amendment to Software, Amendment to Revenue Recognition and Amendment to Fair Value Measurements and Disclosures. See Note 2 to our consolidated financial statements in this Current Report on Form 8-K for further discussion on these amendments and their effective dates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this Item are included herein, commencing on page F-1.

TELEFLEX INCORPORATED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

		Page
Management’s Report On Internal Control Over Financial Reporting			F-2
Report of Independent Registered Public Accounting Firm			F-3
Consolidated Statements of Income for 2009, 2008 and 2007			F-4
Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008			F-5
Consolidated Statements of Cash Flows for 2009, 2008 and 2007			F-6
Consolidated Statements of Changes in Equity for 2009, 2008 and 2007			F-7
Notes to Consolidated Financial Statements			F-8
Quarterly Data			F-47

FINANCIAL STATEMENT SCHEDULE

		Page
II Valuation and qualifying accounts			F-50

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Teleflex Incorporated and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, management used the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

/s/ Jeffrey P. Black   Jeffrey P. Black		/s/ Richard A. Meier    Richard A. Meier
Chairman and Chief Executive Officer		Executive Vice President and
		Chief Financial Officer

February 24, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Teleflex Incorporated:

In our opinion, the consolidated financial statements listed in the accompanying index appearing on page F-1 present fairly, in all material respects, the financial position of Teleflex Incorporated and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index appearing on page F-1 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting, appearing on page F-2. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 24, 2010, except with respect to the first and second paragraph of the Discontinued Operations section described in Note 18 to the consolidated financial statements, as to which the date is July 26, 2010.

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

		Year Ended December 31,
		2009				2008				2007
		(Dollars and shares in thousands, except per share)
Net revenues		$	1,788,137			$	1,941,789			$	1,470,631
Materials, labor and other product costs			994,179				1,116,252				902,090
Gross profit			793,958				825,537				568,541
Selling, engineering and administrative expenses			507,133				549,348				394,653
In-process research and development charge			—				—				30,000
Goodwill impairment			6,728				—				2,448
Restructuring and other impairment charges			15,057				27,701				7,421
Net loss (gain) on sales of businesses and assets			2,597				(296	)			1,110
Income from continuing operations before interest and taxes			262,443				248,784				132,909
Interest expense			89,463				121,589				74,652
Interest income			(2,535	)			(2,272	)			(9,427	)
Income from continuing operations before taxes			175,515				129,467				67,684
Taxes on income from continuing operations			37,119				41,542				106,004
Income (loss) from continuing operations			138,396				87,925				(38,320	)
Operating income from discontinued operations (including gain (loss) on disposal of $272,307, $(8,238), and $299,456, respectively)			276,553				83,272				393,310
Taxes on income from discontinued operations			100,938				16,595				177,828
Income from discontinued operations			175,615				66,677				215,482
Net income			314,011				154,602				177,162
Less: Net income attributable to noncontrolling interest			1,157				747				459
Income from discontinued operations attributable to noncontrolling interest			9,860				34,081				30,219
Net income attributable to common shareholders		$	302,994			$	119,774			$	146,484
Earnings per share available to common shareholders:
Basic:
Income (loss) from continuing operations		$	3.46			$	2.20			$	(0.99	)
Income from discontinued operations		$	4.17			$	0.82			$	4.72
Net income		$	7.63			$	3.03			$	3.73
Diluted:
Income (loss) from continuing operations		$	3.44			$	2.19			$	(0.99	)
Income from discontinued operations		$	4.15			$	0.82			$	4.72
Net income		$	7.59			$	3.01			$	3.73
Dividends per share		$	1.36			$	1.34			$	1.245
Weighted average common shares outstanding:
Basic			39,718				39,584				39,259
Diluted			39,936				39,832				39,259
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of tax		$	137,239			$	87,178			$	(38,779	)
Income from discontinued operations, net of tax			165,755				32,596				185,263
Net income		$	302,994			$	119,774			$	146,484

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

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		December 31,
		2009				2008
		(Dollars and shares in thousands)
ASSETS
Current assets
Cash and cash equivalents		$	188,305			$	107,275
Accounts receivable, net			265,305				311,908
Inventories, net			360,843				424,653
Prepaid expenses and other current assets			21,872				21,373
Income taxes receivable			100,733				17,958
Deferred tax assets			58,010				66,009
Assets held for sale			8,866				8,210
Total current assets			1,003,934				957,386
Property, plant and equipment, net			317,499				374,292
Goodwill			1,459,441				1,474,123
Intangibles and other assets, net			1,045,706				1,090,852
Investments in affiliates			12,089				28,105
Deferred tax assets			336				1,986
Total assets		$	3,839,005			$	3,926,744
LIABILITIES AND EQUITY
Current liabilities
Notes payable		$	3,997			$	5,195
Current portion of long-term borrowings			11				103,658
Accounts payable			94,983				139,677
Accrued expenses			97,274				125,183
Payroll and benefit-related liabilities			70,537				83,129
Derivative liabilities			16,709				27,370
Accrued interest			22,901				26,888
Income taxes payable			30,695				12,613
Deferred tax liabilities			—				2,227
Total current liabilities			337,107				525,940
Long-term borrowings			1,192,491				1,437,538
Deferred tax liabilities			398,923				324,678
Pension and postretirement benefit liabilities			164,726				169,841
Other liabilities			160,684				182,864
Total liabilities			2,253,931				2,640,861
Commitments and contingencies (See Note 16)
Shareholders’ equity
Common shares, $1 par value Issued: 2009 — 42,033 shares; 2008 — 41,995 shares			42,033				41,995
Additional paid-in capital			277,050				268,263
Retained earnings			1,431,878				1,182,906
Accumulated other comprehensive income			(34,120	)			(108,202	)
			1,716,841				1,384,962
Less: Treasury stock, at cost			136,600				138,507
Total shareholders’ equity			1,580,241				1,246,455
Noncontrolling interest			4,833				39,428
Total equity			1,585,074				1,285,883
Total liabilities and equity		$	3,839,005			$	3,926,744

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

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year Ended December 31,
		2009				2008				2007
		(Dollars in thousands)
Cash Flows from Operating Activities of Continuing Operations:
Net income		$	314,011			$	154,602			$	177,162
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations			(175,615	)			(66,677	)			(215,482	)
Depreciation expense			54,080				56,765				40,605
Amortization expense of intangible assets			44,377				44,623				19,078
Amortization expense of deferred financing costs			5,511				5,330				6,946
In-process research and development charge			—				—				30,000
Stock-based compensation			8,863				8,175				7,181
Net loss (gain) on sales of businesses and assets			2,597				(296	)			1,110
Impairment of long-lived assets			5,788				10,399				3,868
Impairment of goodwill			6,728				—				2,448
Deferred income taxes			12,761				(28,571	)			85,786
Other			3,096				13,157				8,410
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable			3,736				14,355				3,041
Inventories			30,095				(8,745	)			51,808
Prepaid expenses and other current assets			249				4,719				(1,303	)
Accounts payable and accrued expenses			(21,504	)			1,316				16,761
Income taxes receivable and payable, net			(117,058	)			(110,381	)			(14,020	)
Net cash provided by operating activities from continuing operations			177,715				98,771				223,399
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings			10,018				92,897				1,620,000
Reduction in long-term borrowings			(357,608	)			(226,687	)			(463,391	)
Payments of debt issuance and amendment costs			—				(656	)			(21,565	)
(Decrease) increase in notes payable and current borrowings			(1,452	)			(492	)			1,321
Proceeds from stock compensation plans			1,553				7,955				24,171
Payments to noncontrolling interest shareholders			(702	)			(739	)			(189	)
Dividends			(54,022	)			(53,047	)			(48,929	)
Net cash (used in) provided by financing activities from continuing operations			(402,213	)			(180,769	)			1,111,418
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment			(28,761	)			(33,003	)			(39,318	)
Payments for businesses and intangibles acquired, net of cash acquired			(643	)			(5,083	)			(2,155,828	)
Proceeds from sales of businesses and assets			314,513				8,464				702,314
(Investments in) proceeds from affiliates			—				(320	)			446
Net cash provided by (used in) investing activities from continuing operations			285,109				(29,942	)			(1,492,386	)
Cash Flows from Discontinued Operations:
Net cash provided by operating activities			26,456				72,398				170,189
Net cash used in financing activities			(11,075	)			(37,240	)			(25,959	)
Net cash used in investing activities			(3,908	)			(9,509	)			(47,209	)
Net cash provided by discontinued operations			11,473				25,649				97,021
Effect of exchange rate changes on cash and cash equivalents			8,946				(7,776	)			13,481
Net increase (decrease) in cash and cash equivalents			81,030				(94,067	)			(47,067	)
Cash and cash equivalents at the beginning of the year			107,275				201,342				248,409
Cash and cash equivalents at the end of the year		$	188,305			$	107,275			$	201,342
Cash interest paid		$	88,583			$	113,754			$	53,454
Income taxes paid		$	181,051			$	206,369			$	67,191

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

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

																		Accumulated
										Additional								Other
		Common Stock								Paid in				Retained				Comprehensive				Treasury Stock								Noncontrolling				Total				Comprehensive
		Shares				Dollars				Capital				Earnings				Income				Shares				Dollars				Interest				Equity				Income
		(Dollars and shares in thousands, except per share)
Balance at December 31, 2006			41,364			$	41,364			$	223,609			$	1,034,669			$	30,035				2,346			$	(140,256	)		$	42,057			$	1,231,478
Net income															146,484																30,678				177,162			$	177,162
Cash dividends ($1.245 per share)															(48,929	)																			(48,929	)
Financial instruments marked to market, net of tax of $5,011																			(8,176	)															(8,176	)			(8,176	)
Cumulative translation adjustment (“CTA”)																			73,199												222				73,421				73,421
Reclassification of CTA to gain																			(50,898	)															(50,898	)			(50,898	)
Pension liability adjustment, net of tax of $1,020																			12,759																12,759				12,759
Distributions to noncontrolling interest shareholders																															(21,259	)			(21,259	)
Disposition of noncontrolling interest																															(9,515	)			(9,515	)
Comprehensive income																																						$	204,268
Shares issued under compensation plans			430				430				28,973												(6	)			221								29,624
Adoption of FIN No. 48															(14,171	)																			(14,171	)
Deferred compensation											(474	)											3				4								(470	)
Balance at December 31, 2007			41,794			$	41,794			$	252,108			$	1,118,053			$	56,919				2,343			$	(140,031	)		$	42,183			$	1,371,026
Net income															119,774																34,828				154,602			$	154,602
Split-dollar life insurance arrangements adjustment															(1,874	)																			(1,874	)			(1,874	)
Cash dividends ($1.34 per share)															(53,047	)																			(53,047	)
Financial instruments marked to market, net of tax of $(12,896)																			(24,406	)															(24,406	)			(24,406	)
Cumulative translation adjustment																			(68,179	)											(408	)			(68,587	)			(68,587	)
Pension liability adjustment, net of tax of $(36,557)																			(72,536	)															(72,536	)			(72,536	)
Distributions to noncontrolling interest shareholders																															(37,979	)			(37,979	)
Disposition of noncontrolling interest																															804				804
Comprehensive income																																						$	(12,801	)
Shares issued under compensation plans			201				201				16,155												(24	)			1,192								17,548
Deferred compensation																							(8	)			332								332
Balance at December 31, 2008			41,995			$	41,995			$	268,263			$	1,182,906			$	(108,202	)			2,311			$	(138,507	)		$	39,428			$	1,285,883
Net income															302,994																11,017				314,011			$	314,011
Cash dividends ($1.36 per share)															(54,022	)																			(54,022	)
Financial instruments marked to market, net of tax of $8,028																			15,988																15,988				15,988
Cumulative translation adjustment																			49,798												109				49,907				49,907
Pension liability adjustment, net of tax of $967																			8,296																8,296				8,296
Distributions to noncontrolling interest shareholders																															(702	)			(702	)
Disposition of noncontrolling interest																															(45,019	)			(45,019	)
Comprehensive income																																						$	388,202
Shares issued under compensation plans			38				38				8,787												(24	)			1,564								10,389
Deferred compensation																							(9	)			343								343
Balance at December 31, 2009			42,033			$	42,033			$	277,050			$	1,431,878			$	(34,120	)			2,278			$	(136,600	)		$	4,833			$	1,585,074