TELEFLEX INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 30, 2001

OR

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

FOR THE TRANSITION PERIOD FROM ____________ TO ____________

COMMISSION FILE NO. 1-5353
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TELEFLEX INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 23-1147939
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

630 WEST GERMANTOWN PIKE, SUITE 450, PLYMOUTH MEETING, 19462
PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Registrant's telephone number, including area code: (610) 834-6301

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $1 per share -- New York Stock Exchange

Preference Stock Purchase Rights -- New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

YES X NO

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $1,585,677,311 as of February 1, 2002.

The registrant had 38,958,059 Common Shares outstanding as of February 1,
2002.

Documents Incorporated by Reference: (a) Annual Report to Shareholders for
the fiscal year ended December 30, 2001, incorporated partially in Part I and
Part II hereof; and (b) Proxy Statement for the 2002 Annual Meeting of
Shareholders, incorporated partially in Part III hereof.
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PART I

ITEM 1. BUSINESS

Teleflex Incorporated ("the Company") was incorporated in 1943 as a
manufacturer of precision mechanical push/pull controls for military aircraft.
From this original single market, single product orientation, the Company began
to emphasize products and services in a broader range of economically diverse
markets to reduce its vulnerability to economic cycles. Since the mid-1970s, the
Company's investments have been directed toward specific market niches employing
its technical capabilities to provide solutions to specific engineering problems
and toward expanding into medical businesses. The continuing stream of new
products and value-added product improvements that have resulted from this
strategy have enabled the Company to participate in larger market segments.
Several of these new products and product improvements were developed by means
of an unusual investment program of the Company called the New Venture Fund.
Established in 1972, the Fund directs monies representing one-half percent of
sales into the development of new products and services. This concept allows for
entrepreneurial risk taking in new areas by encouraging innovation and
competition among the Company's managers for funds to pursue new programs and
activities independent of their operating budgets. Examples of New Venture
projects include the funding of second generation adjustable pedal research,
flexible fuel hose and most of the early seed money for certain medical
products.

The Company's business is separated into three business
segments -- Commercial, Medical and Aerospace.

COMMERCIAL SEGMENT

The Commercial Segment designs and manufactures proprietary mechanical and
electrical controls for the automotive market; mechanical, electronic and
hydraulic controls, and electronic products for the pleasure marine market; and
proprietary products for fluid transfer and industrial applications. Products in
the Commercial Segment generally are produced in higher unit volume than that of
the Company's other two segments. They are manufactured for broad distribution
as well as custom fabricated to meet individual customer needs. For the most
part consumer spending patterns influence the market trends for these products.
The Commercial Segment consists of three major product lines: Automotive,
Marine, and Industrial.

The Company is a major supplier of driver control systems to automotive
manufacturers worldwide. The principal products in this market are automatic and
manual transmission gearshift systems; mechanical and electronic throttle
systems; complete pedal box systems, including adjustable pedals; and various
release cables and flexible fluoropolymer hoses. In 1997, the Company acquired
Comcorp Technologies, Inc., a supplier of pedal assemblies and other automotive
components and systems. Also in 1997, the Company acquired United Parts Group
N.V., a European manufacturer of gearshift systems and other components
supplying most of the European automakers. This acquisition accelerated the
Company's entrance into the European automotive market. The acquisitions of both
Comcorp and United Parts are part of the Company's strategy to integrate cable
controls with other automotive components in order to provide systems solutions
for customers. Acceptance by the automobile manufacturers of a Company-developed
control for use on a new model ordinarily assures the Company a large, but not
exclusive, market share for the supply of that control. In 2000, the Company
acquired GFI Control Systems, a Tier I supplier of natural gas, propane and
hydrogen components and systems to the alternative fuel vehicle market.

The Company is a leading domestic producer of mechanical steering systems
for pleasure powerboats. It also manufactures hydraulic steering systems, engine
throttle and shift controls, electrical gauges and instrumentation, autopilots
and electronic fishfinders. The Company's marine products are sold to boat
builders and in the aftermarket with the Humminbird line of electronic
fishfinders sold substantially through retail outlets. These products are used
principally on pleasure craft. In February 2001, the Company acquired Morse
Controls, a supplier of performance and control systems and aftermarket parts to
the recreational and commercial marine markets, as well as for the truck, bus,
construction and agricultural vehicle markets.

1

Industrial controls and electrical instrumentation products are also
manufactured for use in other applications, including construction and
agricultural equipment, leisure vehicles and other on- and off-road vehicles. In
addition, the Company produces stainless steel overbraided fluoroplastic hose
for fluid transfer in such markets as the chemical, petroleum, food processing
and automotive industries. In July 2001, the Company acquired the Fluid Handling
Division of McKechnie Vehicle Components. With operations in the United States
and Europe, this acquisition added fuel vapor assemblies, brake vacuum
assemblies and other products to the Company's existing product lines, expanding
the Company's offering to the automotive and truck fluid transfer markets.

MEDICAL SEGMENT

The Medical Segment manufactures and distributes a broad range of invasive
disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. It also designs and
manufactures a variety of specialty surgical products, and provides instrument
management services. Products in this segment generally are required to meet
exacting standards of performance and have long product life cycles. Economic
influences on sales relate primarily to spending patterns in the worldwide
medical devices and supply market.

Within the Medical Segment, the Company has two major product lines:
Hospital Supply and Surgical Devices. The Company also supplies other medical
devices manufacturers with standard and custom-designed semi-finished components
using its polymer materials and processing technology, including precision
extrusions.

The Hospital Supply product line, operating as Rusch International, has
established a manufacturing base and distribution network, primarily in Europe.
Acquisitions designed to broaden the Company's product and geographic offerings
have been made over the years. During 2000, the Company acquired Medical
Marketing Group, a supplier of specialty catheters to the United States home
care market. The Hospital Supply product line includes the manufacture and sale
of invasive disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. Product offerings
include, among others, catheters, endotracheal tubes, laryngoscopes, face masks,
tracheostomy tubes and stents for airway management, fluoropolymer-based
precision tubing, components and wire products.

Surgical Devices designs, manufactures and distributes, largely through its
own sales force, instruments used in surgical procedures. These products include
general and specialized surgical instruments primarily for the cardiovascular,
ear, nose and throat, and orthopedic markets, and closure products, such as
ligation clips, appliers and skin staplers. The Company also provides
specialized instrument management services. In 1997, the acquisition of a
manufacturer with a complementary line of closure products increased the
Company's product offerings. During 1998 and 1999, the Company acquired
Sterilization Management Group (SMG) and a majority of the shares of Medical
Sterilization, Inc., expanding its instrument management service capabilities.
In 1999, the Company extended its mix and distribution of the Surgical Devices
product line in the United States with the acquisition of Kmedic, an orthopedic
instrument company.

AEROSPACE SEGMENT

The Aerospace Segment serves the commercial aerospace, power generation and
industrial turbo-machinery markets and, to a lesser extent, the military market.
Its businesses design and manufacture cargo handling systems and containers for
aviation, provide surface treatments, repair services and manufactured
components for users of both flight and ground-based turbine engines. Sales are
both to original equipment manufacturers and the aftermarket. These products and
services, many of which are proprietary, require a high degree of engineering
sophistication and are often custom designed. Economic influences on these
products and services relate primarily to spending patterns in the worldwide
aerospace industry and to demand for power generation.

Telair International manufactures and distributes cargo handling systems
and containers for commercial aircraft. The Company's cargo handling systems
include patented, digitally controlled systems to move and secure containers of
cargo inside commercial aircraft. In 1997, the Company acquired Scandinavian
Bellyloading Company, a European manufacturer of cargo loading systems for
narrow-body aircraft, which

2

complemented the Company's existing wide-body cargo handling systems. Cargo
handling systems are sold either to aircraft manufacturers as original
installations or to airlines and air freight carriers for retrofit of existing
systems. The acquisition of Century Aero Products in 1999 and Air Cargo
Equipment Corporation in 2000, both domestic manufacturers of cargo containers,
complements the Company's cargo handling systems and positions the Company as a
full service provider of both wide-body and narrow-body cargo handling systems
and components. The Company also designs, manufactures and repairs mechanical
and electromechanical components used on both commercial and, to a lesser
extent, military aircraft. These other aircraft controls include flight
controls, canopy and door actuators, cargo winches and control valves. In
addition, the Company supplies spare parts to aircraft operators. This spare
parts business extends as long as the particular type of aircraft continues in
service.

Sermatech International, through a network of facilities in eight
countries, provides a variety of sophisticated protective coatings and repair
services for ground turbine engine components, highly-specialized repairs for
critical components such as fan blades and airfoils for flight-based turbine
engines, and manufacturing and high quality dimensional finishing of airfoils
and other turbine engine components. The Company offers a diverse range of
technical services and materials technologies to turbine markets throughout the
world. The Company formed a joint venture, Airfoil Technologies International
LLC (ATI), with General Electric Aircraft Engines to provide fan blade and
airfoil repair services for flight-based turbine engine blades. ATI provides a
vehicle for the technological and geographic expansion of the Sermatech repairs
services business. To further broaden the Company's turbo-machinery
technological and manufacturing capabilities and to improve the range of product
offerings, the Company, in 1996, acquired Lehr Precision, Inc., an
electro-chemical machining manufacturer of turbo-machinery components used on
both flight and ground turbines. In 1997, the Company acquired Gas-Path
Technology, Inc. to expand its ground turbine repair capabilities within the
Sermatech network of facilities. In 2000, the Company acquired an engineering
firm, Turbine Technology Services Corporation, which broadens the Company's
capabilities and provides a mechanism for expanding the coatings and repairs
services.

MARKETING

In 2001, the percentages of the Company's consolidated net sales
represented by its major markets were as follows: Commercial -- 48%;
Medical -- 22%; and Aerospace -- 30%.

The major portion of the Company's Automotive and Industrial products are
sold to original equipment manufacturers. The majority of the Company's Marine
and Aerospace products are sold to the aftermarket. Medical products are sold
both directly to hospitals and to distributors, with a small portion sold to
original equipment manufacturers. Generally, products sold to the aerospace and
automotive markets are sold through the Company's own force of field engineers.
Products sold to the marine, medical and general industrial markets are sold
both through the Company's own sales forces and through independent
representatives and independent distributor networks.

For information on foreign operations, export sales, and principal
customers, see text under the heading "Business segments and other information"
on page 22 of the Company's 2001 Annual Report to Shareholders, which
information is incorporated herein by reference.

COMPETITION

The Company has varying degrees of competition in all elements of its
business. None of the Company's competitors offers products for all the markets
served by the Company. The Company believes that its competitive position
depends on the technical competence and creative ability of its engineering and
development personnel, and the know-how and skill of its manufacturing
personnel, as well as its plants, tooling and other resources.

PATENTS

The Company owns a number of patents and has a number of patent
applications pending. The Company does not believe that its business is
materially dependent on patent protection.

3

SUPPLIERS

Materials used in the manufacture of the Company's products are purchased
from a large number of suppliers around the world. The Company is not dependent
upon any single supplier for a substantial amount of the materials it uses.

BACKLOG

As of December 30, 2001, the Company's backlog of firm orders for the
Aerospace Segment was $287 million, of which it is anticipated that more than
one-half will be filled in 2002. The Company's backlog for the Aerospace Segment
on December 31, 2000 was $303 million.

As of December 30, 2001, the Company's backlog of firm orders for the
Medical and Commercial segments was $33 million and $156 million, respectively.
This compares with $28 million and $139 million, respectively, as of December
31, 2000. Substantially all of the December 30, 2001 backlog will be filled in
2002. Most of the Company's medical and commercial products are sold on orders
calling for delivery within no more than a few months so that the backlog of
such orders is not indicative of probable net sales in any future 12-month
period.

EMPLOYEES

The Company had approximately 17,600 employees at December 30, 2001.

EXECUTIVE OFFICERS

The names and ages of all executive officers of the Company as of March 1,
2002 and the positions and offices with the Company held by each such officer
are as follows:

Mr. Jacobs was elected Treasurer on April 27, 2001. Prior to that date he
was Director, Treasury Operations.

Ms. Schwartz was elected Assistant Secretary on April 27, 2001. Prior to
that date she was Assistant General Counsel.

Mr. Sickler was elected Vice Chairman on December 8, 2000. Prior to that
date he was a Senior Vice President of the Company.

Dr. Carriker was elected Vice Chairman on December 8, 2000. Prior to that
date he was President and Chief Operating Officer of TFX Aerospace.

Mr. Jeffrey P. Black was elected President of the Company on December 8,
2000. Prior to that date he was President of Teleflex Fluid Systems. Mr. Black
is the son of Lennox K. Black.

Mr. Gordon was elected Vice President -- Corporate Development on December
8, 2000. Prior to that date he was Director of Business Development.

4

Mr. Lennox K. Black replaced David S. Boyer as Chief Executive Officer on
January 31, 2000. Prior to that date he was Chairman of the Board. Mr. Boyer
resigned his position as President and Chief Executive Officer on January 31,
2000.

Mr. Gambone was elected Controller and Chief Accounting Officer on April
24, 1998. Prior to that date he was Manager, Internal Auditing and Reporting.

Officers are elected by the Board of Directors for one year terms.

ITEM 2. PROPERTIES

The Company's operations have approximately 150 owned and leased properties
consisting of plants, engineering and research centers, distribution warehouses
and other facilities. The properties are maintained in good operating condition.
All the plants are suitably equipped and utilized and have space available for
the activities currently conducted therein and the increased volume expected in
the foreseeable future.

The following are the Company's major facilities:

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(1) The Company is the beneficial owner of these facilities under installment
sale or similar financing agreements.

In addition to the above, the Company owns or leases approximately
2,600,000 square feet of warehousing, manufacturing and office space located in
the United States, Canada, Mexico, South America, Europe, Australia and Asia.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to numerous federal, state and local environmental
laws and regulations including the Resource Conservation and Recovery Act,
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Air Act, and the Clean Water Act. Environmental programs are in place throughout
the Company, including training, auditing and monitoring to ensure compliance
with such laws and regulations. The Company has been named as a Potentially
Responsible Party by the Environmental Protection Agency at various sites
throughout the country. Environmental costs, including liabilities associated
with such sites, and the costs of complying with existing environmental
regulations are not expected to result in a liability material to the Company's
consolidated financial position or results of operations.

The Company is a party to lawsuits and claims arising out of the normal
course of business. In the opinion of management, there are no pending claims or
litigation the outcome of which would have a material effect on the Company's
consolidated financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

6

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

See "Price Range And Dividends of Common Stock" on page 31 of the Company's
2001 Annual Report to Shareholders for market price and dividend information.
Also see the Note entitled "Borrowings and leases" on page 21 of such Annual
Report for certain dividend restrictions under loan agreements, all of which
information is incorporated herein by reference. The Company had approximately
1,200 registered shareholders at February 1, 2002.

ITEM 6. SELECTED FINANCIAL DATA

See pages 24 and 25 of the Company's 2001 Annual Report to Shareholders,
which pages are incorporated herein by reference.

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

See the text under the heading "2001 Financial Review" on pages 26 through
30 of the Company's 2001 Annual Report to Shareholders, which information is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the text section entitled "Liquidity, Market Risk and Capital
Resources" contained within the "2001 Financial Review" on pages 26 through 30
of the Company's 2001 Annual Report to Shareholders, which information is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See pages 17 through 23 of the Company's 2001 Annual Report to
Shareholders, which pages are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information with respect to the Company's Directors and Director
nominees, see "Election Of Directors", "Nominees For The Board of Directors" and
"Additional Information About The Board Of Directors" on pages 3 through 5 of
the Company's Proxy Statement for its 2002 Annual Meeting, which information is
incorporated herein by reference.

For information with respect to the Company's Executive Officers, see Part
I of this report on pages 4 and 5, which information is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

See "Additional Information About The Board of Directors", "Compensation
Committee Report on Executive Compensation", "Five-Year Shareholder Return
Comparison" and "Executive Compensation and Other Information" on pages 5
through 12 of the Company's Proxy Statement for its 2002 Annual Meeting, which
information is incorporated herein by reference.

7

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See "Security Ownership of Certain Beneficial Owners and Management" on
pages 12 and 13, "Election Of Directors" and "Nominees For The Board of
Directors" on pages 3 and 4 of the Company's Proxy Statement for its 2002 Annual
Meeting, which information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Additional Information About The Board Of Directors", "Compensation
Committee Report on Executive Compensation", and "Executive Compensation and
Other Information" on pages 5 through 12 of the Company's Proxy Statement for
its 2002 Annual Meeting, which information is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Consolidated Financial Statements:

The Index to Consolidated Financial Statements and Schedules is set
forth on page 10 hereof.

(b) Reports on Form 8-K:

None.

(c) Exhibits:

The Exhibits are listed in the Index to Exhibits.

For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8,
Nos. 2-84148 (filed June 28, 1989), 2-98715 (filed May 11, 1987), 33-34753
(filed May 10, 1990), 33-53385 (filed April 29, 1994), 333-77601 (filed May 3,
1999), 333-38224 (filed May 31, 2000), 333-41654 (filed July 18, 2000) and
333-59814 (filed April 30, 2001):

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized as of the
date indicated below.

TELEFLEX INCORPORATED

By LENNOX K. BLACK
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Lennox K. Black
(Chairman of the Board & Principal
Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the date indicated below.

By HAROLD L. ZUBER, JR.
------------------------------------
Harold L. Zuber, Jr.
(Executive Vice President &
Principal Financial Officer)

By STEPHEN J. GAMBONE
------------------------------------
Stephen J. Gambone
(Controller & Principal Accounting
Officer)

Pursuant to General Instruction D to Form 10-K, this report has been signed
by Steven K. Chance as Attorney-in-Fact for a majority of the Board of Directors
as of the date indicated below.

Lennox K. Black Director
Donald Beckman Director
James W. Stratton Director
Joseph S. Gonnella, MD Director
William R. Cook Director
Palmer E. Retzlaff Director
Sigismundus W. W. Lubsen Director
Patricia C. Barron Director

By STEVEN K. CHANCE
------------------------------------
Steven K. Chance
Attorney-in-Fact

Dated: March 26, 2002

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TELEFLEX INCORPORATED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements together with the report thereon of
PricewaterhouseCoopers LLP dated February 13, 2002 on pages 17 to 25 of the
accompanying 2001 Annual Report to Shareholders are incorporated in this Annual
Report on Form 10-K. With the exception of the aforementioned information and
those portions incorporated by specific reference in this document, the 2001
Annual Report to Shareholders is not to be deemed filed as part of this report.
The following Financial Statement Schedule together with the report thereon of
PricewaterhouseCoopers LLP dated February 13, 2002 on page 11 should be read in
conjunction with the consolidated financial statements in such 2001 Annual
Report to Shareholders. Financial Statement Schedules not included in this Form
10-K Annual Report have been omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.

FINANCIAL STATEMENT SCHEDULE

Schedule:

10

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
of Teleflex Incorporated

Our audits of the consolidated financial statements referred to in our report
dated February 13, 2002 appearing on page 23 of the 2001 Annual Report to
Shareholders of Teleflex Incorporated (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, the Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
February 13, 2002

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 2-84148, No. 2-98715, No. 33-34753, No. 33-53385,
No. 333-77601, No. 333-38224, No. 333-41654 and No. 333-59814) of Teleflex
Incorporated of our report dated February 13, 2002 appearing on page 23 of the
2001 Annual Report to Shareholders which is incorporated in this Annual Report
on Form 10-K. We also consent to the incorporation by reference of our report on
the Financial Statement Schedule, which appears above.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
March 26, 2002

11

TELEFLEX INCORPORATED

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS

12

March 26, 2002

INDEX TO EXHIBITS

EXHIBIT
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3(a) - The Company's Articles of Incorporation (except for Article
Thirteenth and the first paragraph of Article Fourth) are
incorporated herein by reference to Exhibit 3(a) to the
Company's Form 10-Q for the period ended June 30, 1985. Article
Thirteenth of the Company's Articles of Incorporation is
incorporated herein by reference to Exhibit 3 of the Company's
Form 10-Q for the period ended June 28, 1987. The first
paragraph of Article Fourth of the Company's Articles of
Incorporation is incorporated herein by reference to Exhibit
3(a) of the Company's Form 10-K for the year ended December 27,
1998.

(b) - The Company's Bylaws are incorporated herein by reference to
Exhibit 3(b) of the Company's Form 10-K for the year ended
December 28, 1987.

4 - The Company's Shareholders' Rights Plan is incorporated herein
by reference to the Company's Form 8-K dated December 7, 1998.

10(a) - The 1982 Stock Option Plan, incorporated herein by reference to
the Company's registration statement on Form S-8 (Registration
No. 2-84148), as supplemented, with amendments of April 26, 1991
incorporated by reference to the Company's definitive Proxy
Statement for the 1991 Annual Meeting of Shareholders.

(b) - The 1990 Stock Compensation Plan, incorporated herein by
reference to the Company's registration statement on Form S-8
(Registration No. 33-34753), revised and restated as of December
1, 1997, incorporated by reference to Exhibit 10(b) of the
Company's Form 10-K for the year ended December 28, 1997.

(c) - The Salaried Employees' Pension Plan, as amended and restated
in its entirety, effective July 1, 1989 and the retirement
income plan as amended and restated in its entirety, effective
January 1, 1994 and related Trust Agreements, dated July 1,
1994, is incorporated by reference to the Company's Form 10-K
for the year ended December 25, 1994.

(d) - Description of deferred compensation arrangements between the
Company and its Chairman and Chief Executive Officer, L. K.
Black, incorporated by reference to the Company's definitive
Proxy Statement for the 2002 Annual Meeting of Shareholders.

(e) - Teleflex Incorporated Deferred Compensation Plan, effective as
of January 1, 1995, and amended and restated on Form S-8
(Registration No. 333-77601) is incorporated by reference to
Exhibit 10(f) of the Company's Form 10-K for the year ended
December 27, 1998.

(f) - Information on the Company's Profit Participation Plan,
insurance arrangements with certain officers and deferred
compensation arrangements with certain officers, non-qualified
supplementary pension plan for salaried employees and
compensation arrangements with directors is incorporated by
reference to the Company's definitive Proxy Statement for the
2000,2001 and 2002 Annual Meeting of Shareholders.

(g) - The Company's Voluntary Investment Plan is incorporated by
reference to Exhibit 28 of the Company's registration statement
on Form S-8 (Registration No. 2-98715).

(h) - The 2000 Stock Compensation Plan, incorporated herein by
reference to the Company's registration statement on Form S-8
(Registration No. 333-38224), filed on May 31, 2000.

(i) - The Company's Global Employee Stock Purchase Plan, incorporated
herein by reference to the Company's registration statement on
Form S-8 (Registration No. 333-41654) filed on July 18, 2000.

(j) - The Company's 1990 Stock Compensation Plan, as amended and
restated on Form S-8 (Registration No. 333-59814) is herein
incorporated by reference.

13 - Pages 17 through 31 of the Company's Annual Report to
Shareholders for the period ended December 30, 2001.

21 - The Company's Subsidiaries.

23 - Consent of Independent Accountant (see page 11 herein).

24 - Power of Attorney.