UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 27,~~June 26, 2022


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

For the transition period from to .

Commission file number 1-5353

TELEFLEX INCORPORATED

(Exact name of registrant as specified in its charter)


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

550 E. Swedesford Rd., Suite 400 Wayne, PA 19087

(Address of principal executive offices and zip code)

(610) 225-6800

(Registrant’s telephone number, including area code)

(None)

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

TFX

New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had ~~46,900,058~~46,905,289 shares of common stock, par value $1.00 per share, outstanding as of ~~April~~July 26, 2022.

TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~MARCH 27,~~JUNE 26, 2022

TABLE OF CONTENTS

Page

PART I — FINANCIAL INFORMATION

Item 1:

Financial Statements (Unaudited):

Condensed Consolidated Statements of Income

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Changes in Equity

Notes to Condensed Consolidated Financial Statements

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1718

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

2324

Item 4:

Controls and Procedures

2324

PART II — OTHER INFORMATION

Item 1:

Item 1A:

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

2426

Item 3:

Defaults Upon Senior Securities

2426

Item 4:

Mine Safety Disclosures

Item 5:

Item 6:

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


		Three Months Ended					Three Months Ended				Six Months Ended
		March 27, 2022		March 28, 2021			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
		(Dollars and shares in thousands, except per share)					(Dollars and shares in thousands, except per share)
Net revenues	Net revenues	$	641,715	$	633,925	Net revenues	$	704,542	$	713,473	$	1,346,257	$	1,347,398
Cost of goods sold	Cost of goods sold	295,482		289,398		Cost of goods sold	315,709		315,917		611,191		605,315
Gross profit	Gross profit	346,233		344,527		Gross profit	388,833		397,556		735,066		742,083
Selling, general and administrative expenses	Selling, general and administrative expenses	203,932		203,148		Selling, general and administrative expenses	216,825		224,159		420,757		427,307
Research and development expenses	Research and development expenses	36,360		29,947		Research and development expenses	36,934		33,283		73,294		63,230
Restructuring and impairment charges		2,405		7,998
Restructuring and impairment (credits) charges						Restructuring and impairment (credits) charges	(83)		11,494		2,322		19,492

Income from continuing operations before interest and taxes	Income from continuing operations before interest and taxes	103,536		103,434		Income from continuing operations before interest and taxes	135,157		128,620		238,693		232,054
Interest expense	Interest expense	10,418		16,798		Interest expense	11,419		16,171		21,837		32,969
Interest income	Interest income	(222)		(659)		Interest income	(229)		(232)		(451)		(891)

Loss on extinguishment of debt						Loss on extinguishment of debt	—		12,986		—		12,986
Income from continuing operations before taxes	Income from continuing operations before taxes	93,340		87,295		Income from continuing operations before taxes	123,967		99,695		217,307		186,990
Taxes on income from continuing operations	Taxes on income from continuing operations	15,973		12,428		Taxes on income from continuing operations	18,412		16,412		34,385		28,840
Income from continuing operations	Income from continuing operations	77,367		74,867		Income from continuing operations	105,555		83,283		182,922		158,150
Operating loss from discontinued operations	Operating loss from discontinued operations	(294)		(1)		Operating loss from discontinued operations	(54)		(46)		(348)		(47)
Tax benefit on operating loss from discontinued operations	Tax benefit on operating loss from discontinued operations	(68)		—		Tax benefit on operating loss from discontinued operations	(13)		(11)		(81)		(11)
Loss from discontinued operations	Loss from discontinued operations	(226)		(1)		Loss from discontinued operations	(41)		(35)		(267)		(36)
Net income	Net income	$	77,141	$	74,866	Net income	$	105,514	$	83,248	$	182,655	$	158,114
Earnings per share:	Earnings per share:					Earnings per share:
Basic:	Basic:					Basic:
Income from continuing operations	Income from continuing operations	$	1.65	$	1.60	Income from continuing operations	$	2.25	$	1.78	$	3.90	$	3.39
Loss from discontinued operations	Loss from discontinued operations	—		—		Loss from discontinued operations	—		—		—		(0.01)
Net income	Net income	$	1.65	$	1.60	Net income	$	2.25	$	1.78	$	3.90	$	3.38
Diluted:	Diluted:					Diluted:
Income from continuing operations	Income from continuing operations	$	1.63	$	1.58	Income from continuing operations	$	2.23	$	1.76	$	3.86	$	3.34
Loss from discontinued operations	Loss from discontinued operations	—		—		Loss from discontinued operations	—		—		—		(0.01)
Net income	Net income	$	1.63	$	1.58	Net income	$	2.23	$	1.76	$	3.86	$	3.33
Weighted average common shares outstanding	Weighted average common shares outstanding					Weighted average common shares outstanding
Basic	Basic	46,876		46,698		Basic	46,901		46,741		46,889		46,719
Diluted	Diluted	47,402		47,407		Diluted	47,347		47,433		47,374		47,420

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended
March 27, 2022 March 28, 2021
(Dollars in thousands)
Net income $ 77,141 $ 74,866
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax of $(1,136), and $(598) for the three months periods, respectively (23,329) (24,075)
Pension and other postretirement benefit plans adjustment, net of tax of $(499), and $(513) for the three months periods, respectively 1,586 1,611
Derivatives qualifying as hedges, net of tax of $(30), and $33 for the three months periods, respectively 457 27
Other comprehensive loss, net of tax: (21,286) (22,437)
Comprehensive income $ 55,855 $ 52,429


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
	(Dollars in thousands)
Net income	$	105,514	$	83,248	$	182,655	$	158,114
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax of $(6,688), $1,002, $(7,823), and $404 for the three and six months periods, respectively	(45,053)		6,080		(68,382)		(17,995)
Pension and other postretirement benefit plans adjustment, net of tax of $(647), $(390), $(1,146), and $(903) for the three and six months periods, respectively	2,026		1,298		3,612		2,909
Derivatives qualifying as hedges, net of tax of $(104), $39, $(134), and $72 for the three and six months periods, respectively	2,577		397		3,034		424
Other comprehensive (loss) income, net of tax:	(40,450)		7,775		(61,736)		(14,662)
Comprehensive income	$	65,064	$	91,023	$	120,919	$	143,452

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


		March 27, 2022		December 31, 2021			June 26, 2022		December 31, 2021
		(Dollars in thousands)					(Dollars in thousands)
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	466,656	$	445,084	Cash and cash equivalents	$	308,121	$	445,084
Accounts receivable, net	Accounts receivable, net	407,159		383,569		Accounts receivable, net	415,297		383,569
Inventories	Inventories	491,422		477,643		Inventories	510,531		477,643
Prepaid expenses and other current assets	Prepaid expenses and other current assets	123,872		117,277		Prepaid expenses and other current assets	112,595		117,277
Prepaid taxes	Prepaid taxes	5,092		5,545		Prepaid taxes	38,801		5,545

Total current assets	Total current assets	1,494,201		1,429,118		Total current assets	1,385,345		1,429,118
Property, plant and equipment, net	Property, plant and equipment, net	436,021		443,758		Property, plant and equipment, net	429,372		443,758
Operating lease assets	Operating lease assets	124,390		129,653		Operating lease assets	118,620		129,653
Goodwill	Goodwill	2,492,726		2,504,202		Goodwill	2,461,083		2,504,202
Intangible assets, net	Intangible assets, net	2,243,559		2,289,067		Intangible assets, net	2,226,875		2,289,067
Deferred tax assets	Deferred tax assets	6,791		6,820		Deferred tax assets	6,243		6,820
Other assets	Other assets	75,622		69,104		Other assets	104,308		69,104

Total assets	Total assets	$	6,873,310	$	6,871,722	Total assets	$	6,731,846	$	6,871,722
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Current borrowings	Current borrowings	$	110,000	$	110,000	Current borrowings	$	110,000	$	110,000
Accounts payable	Accounts payable	117,464		118,236		Accounts payable	121,418		118,236
Accrued expenses	Accrued expenses	158,945		163,441		Accrued expenses	151,715		163,441

Payroll and benefit-related liabilities	Payroll and benefit-related liabilities	102,407		143,657		Payroll and benefit-related liabilities	114,384		143,657
Accrued interest	Accrued interest	16,808		5,209		Accrued interest	4,751		5,209
Income taxes payable	Income taxes payable	88,451		83,943		Income taxes payable	52,174		83,943
Other current liabilities	Other current liabilities	62,125		55,633		Other current liabilities	56,004		55,633

Total current liabilities	Total current liabilities	656,200		680,119		Total current liabilities	610,446		680,119
Long-term borrowings	Long-term borrowings	1,740,778		1,740,102		Long-term borrowings	1,605,954		1,740,102
Deferred tax liabilities	Deferred tax liabilities	369,739		370,124		Deferred tax liabilities	379,931		370,124
Pension and postretirement benefit liabilities	Pension and postretirement benefit liabilities	43,427		45,185		Pension and postretirement benefit liabilities	42,097		45,185
Noncurrent liability for uncertain tax positions	Noncurrent liability for uncertain tax positions	8,614		8,646		Noncurrent liability for uncertain tax positions	8,543		8,646

Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	109,597		116,033		Noncurrent operating lease liabilities	104,702		116,033
Other liabilities	Other liabilities	149,421		156,765		Other liabilities	127,443		156,765
Total liabilities	Total liabilities	3,077,776		3,116,974		Total liabilities	2,879,116		3,116,974
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Total shareholders' equity	Total shareholders' equity	3,795,534		3,754,748		Total shareholders' equity	3,852,730		3,754,748
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	6,873,310	$	6,871,722	Total liabilities and shareholders' equity	$	6,731,846	$	6,871,722

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Three Months Ended					Six Months Ended
		March 27, 2022		March 28, 2021			June 26, 2022		June 27, 2021
		(Dollars in thousands)					(Dollars in thousands)
Cash flows from operating activities of continuing operations:	Cash flows from operating activities of continuing operations:					Cash flows from operating activities of continuing operations:
Net income	Net income	$	77,141	$	74,866	Net income	$	182,655	$	158,114
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations	Loss from discontinued operations	226		1		Loss from discontinued operations	267		36
Depreciation expense	Depreciation expense	17,317		17,513		Depreciation expense	33,499		35,982
Intangible asset amortization expense	Intangible asset amortization expense	40,597		41,922		Intangible asset amortization expense	81,137		83,867
Deferred financing costs and debt discount amortization expense	Deferred financing costs and debt discount amortization expense	1,048		1,210		Deferred financing costs and debt discount amortization expense	2,103		2,388

Loss on extinguishment of debt						Loss on extinguishment of debt	—		12,986
Fair value step up of acquired inventory sold	Fair value step up of acquired inventory sold	—		3,993		Fair value step up of acquired inventory sold	—		3,993
Changes in contingent consideration	Changes in contingent consideration	(30)		6,354		Changes in contingent consideration	145		11,428
Asset impairment charges	Asset impairment charges	1,497		—		Asset impairment charges	1,497		6,739
Stock-based compensation	Stock-based compensation	5,302		5,344		Stock-based compensation	12,801		11,693

Deferred income taxes, net	Deferred income taxes, net	409		425		Deferred income taxes, net	937		1,050

Payments for contingent consideration						Payments for contingent consideration	(2,722)		—
Interest benefit on swaps designated as net investment hedges	Interest benefit on swaps designated as net investment hedges	(4,848)		(4,647)		Interest benefit on swaps designated as net investment hedges	(10,145)		(9,126)
Other	Other	(2,093)		(14,384)		Other	(1,779)		(16,679)
Changes in assets and liabilities, net of effects of acquisitions and disposals:	Changes in assets and liabilities, net of effects of acquisitions and disposals:					Changes in assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	Accounts receivable	(27,805)		(12,298)		Accounts receivable	(43,939)		(23,159)
Inventories	Inventories	(19,852)		(10,074)		Inventories	(48,682)		(13,648)
Prepaid expenses and other assets	Prepaid expenses and other assets	4,830		3,342		Prepaid expenses and other assets	15,464		(16,551)
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	(36,978)		(4,438)		Accounts payable, accrued expenses and other liabilities	(38,722)		32,625
Income taxes receivable and payable, net	Income taxes receivable and payable, net	5,341		1,665		Income taxes receivable and payable, net	(82,657)		(16,663)
Net cash provided by operating activities from continuing operations	Net cash provided by operating activities from continuing operations	62,102		110,794		Net cash provided by operating activities from continuing operations	101,859		265,075
Cash flows from investing activities of continuing operations:	Cash flows from investing activities of continuing operations:					Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	Expenditures for property, plant and equipment	(13,078)		(19,276)		Expenditures for property, plant and equipment	(32,445)		(36,659)
Proceeds from sale of business and assets	Proceeds from sale of business and assets	262		161		Proceeds from sale of business and assets	530		404
Payments for businesses and intangibles acquired, net of cash acquired	Payments for businesses and intangibles acquired, net of cash acquired	—		(1,762)		Payments for businesses and intangibles acquired, net of cash acquired	(22,971)		(3,539)

Deposits						Deposits	—		(1,250)
Net interest proceeds on swaps designated as net investment hedges						Net interest proceeds on swaps designated as net investment hedges	10,314		9,288

Net cash used in investing activities from continuing operations	Net cash used in investing activities from continuing operations	(12,816)		(20,877)		Net cash used in investing activities from continuing operations	(44,572)		(31,756)
Cash flows from financing activities of continuing operations:	Cash flows from financing activities of continuing operations:					Cash flows from financing activities of continuing operations:

Proceeds from new borrowings						Proceeds from new borrowings	—		400,000
Reduction in borrowings	Reduction in borrowings	—		(100,000)		Reduction in borrowings	(135,500)		(575,000)
Debt extinguishment, issuance and amendment fees	Debt extinguishment, issuance and amendment fees	—		(22)		Debt extinguishment, issuance and amendment fees	—		(9,774)
Net payments from share based compensation plans and the related tax impacts		(4,941)		(2,510)
Net (payments) proceeds from share based compensation plans and related tax impacts						Net (payments) proceeds from share based compensation plans and related tax impacts	(4,366)		6,339
Payments for contingent consideration	Payments for contingent consideration	(73)		(13,071)		Payments for contingent consideration	(3,012)		(30,489)
Dividends paid	Dividends paid	(15,946)		(15,893)		Dividends paid	(31,892)		(31,793)

Net cash used in financing activities from continuing operations	Net cash used in financing activities from continuing operations	(20,960)		(131,496)		Net cash used in financing activities from continuing operations	(174,770)		(240,717)
Cash flows from discontinued operations:	Cash flows from discontinued operations:					Cash flows from discontinued operations:
Net cash used in operating activities	Net cash used in operating activities	(119)		(243)		Net cash used in operating activities	(280)		(371)
Net cash used in discontinued operations	Net cash used in discontinued operations	(119)		(243)		Net cash used in discontinued operations	(280)		(371)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(6,635)		(9,427)		Effect of exchange rate changes on cash and cash equivalents	(19,200)		(6,330)
Net increase (decrease) in cash and cash equivalents		21,572		(51,249)
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(136,963)		(14,099)
Cash and cash equivalents at the beginning of the period	Cash and cash equivalents at the beginning of the period	445,084		375,880		Cash and cash equivalents at the beginning of the period	445,084		375,880
Cash and cash equivalents at the end of the period	Cash and cash equivalents at the end of the period	$	466,656	$	324,631	Cash and cash equivalents at the end of the period	$	308,121	$	361,781

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


		Common Stock			Additional Paid In Capital				Retained Earnings			Accumulated Other Comprehensive Loss		Treasury Stock					Total				Common Stock						Additional Paid In Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Treasury Stock							Total
		Shares	Dollars								Shares			Dollars				Shares				Dollars										Shares								Dollars
		(Dollars and shares in thousands, except per share)																					(Dollars and shares in thousands, except per share)
Balance at December 31, 2021	Balance at December 31, 2021	47,929	$	47,929			$	693,090				$	3,517,954	$	(346,959)	1,069					$	(157,266)		$	3,754,748	Balance at December 31, 2021		47,929			$	47,929			$	693,090			$	3,517,954			$	(346,959)			1,069			$	(157,266)	$	3,754,748

Net income	Net income								77,141										77,141			Net income											77,141															77,141
Cash dividends ($0.34 per share)	Cash dividends ($0.34 per share)								(15,946)										(15,946)			Cash dividends ($0.34 per share)											(15,946)															(15,946)
Other comprehensive loss	Other comprehensive loss											(21,286)							(21,286)			Other comprehensive loss															(21,286)											(21,286)
Shares issued under compensation plans	Shares issued under compensation plans	5	5		(950)									(27)		894			(51)			Shares issued under compensation plans	5			5				(950)												(27)				894			(51)
Deferred compensation	Deferred compensation	—	—		100									(5)		828			928			Deferred compensation	—			—			100												(5)				828			928
Balance at March 27, 2022	Balance at March 27, 2022	47,934	$	47,934	$	692,240			$	3,579,149		$	(368,245)	1,037		$	(155,544)		$	3,795,534		Balance at March 27, 2022	47,934			47,934			692,240				3,579,149				(368,245)				1,037				(155,544)			3,795,534
Net income																						Net income											105,514															105,514
Cash dividends ($0.34 per share)																						Cash dividends ($0.34 per share)											(15,946)															(15,946)
Other comprehensive income																						Other comprehensive income															(40,450)											(40,450)
Shares issued under compensation plans																						Shares issued under compensation plans	6			6			7,918												(2)				151			8,075
Deferred compensation																						Deferred compensation	—			—			(2)												—				5			3
Balance at June 26, 2022																						Balance at June 26, 2022	47,940			$	47,940		$	700,156			$	3,668,717			$	(408,695)			1,035				$	(155,388)		$	3,852,730


		Common Stock			Additional Paid In Capital				Retained Earnings			Accumulated Other Comprehensive Loss		Treasury Stock					Total				Common Stock						Additional Paid In Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Treasury Stock							Total
		Shares	Dollars								Shares			Dollars				Shares				Dollars										Shares								Dollars
		(Dollars and shares in thousands, except per share)																					(Dollars and shares in thousands, except per share)
Balance at December 31, 2020	Balance at December 31, 2020	47,812	$	47,812			$	652,305				$	3,096,228	$	(297,298)	1,132					$	(162,590)		$	3,336,457	Balance at December 31, 2020		47,812			$	47,812			$	652,305			$	3,096,228			$	(297,298)			1,132			$	(162,590)	$	3,336,457

Net income	Net income								74,866										74,866			Net income											74,866															74,866
Cash dividends ($0.34 per share)	Cash dividends ($0.34 per share)								(15,893)										(15,893)			Cash dividends ($0.34 per share)											(15,893)															(15,893)
Other comprehensive loss	Other comprehensive loss											(22,437)							(22,437)			Other comprehensive loss															(22,437)											(22,437)
Shares issued under compensation plans	Shares issued under compensation plans	18	18		1,993									(28)		99			2,110			Shares issued under compensation plans	18			18				1,993												(28)				99			2,110
Deferred compensation	Deferred compensation	—	—		447									(4)		241			688			Deferred compensation	—			—			447												(4)				241			688
Balance at March 28, 2021	Balance at March 28, 2021	47,830	$	47,830	$	654,745			$	3,155,201		$	(319,735)	1,100		$	(162,250)		$	3,375,791		Balance at March 28, 2021	47,830			47,830			654,745				3,155,201				(319,735)				1,100				(162,250)			3,375,791
Net income																						Net income											83,248															83,248
Cash dividends ($0.34 per share)																						Cash dividends ($0.34 per share)											(15,900)															(15,900)
Other comprehensive income																						Other comprehensive income															7,775											7,775
Shares issued under compensation plans																						Shares issued under compensation plans	52			52			15,132												(1)				16			15,200
Deferred compensation																						Deferred compensation	—			—			—												—				(12)			(12)
Balance as of June 27, 2021																						Balance as of June 27, 2021	47,882			$	47,882		$	669,877			$	3,222,549			$	(311,960)			1,099				$	(162,246)		$	3,466,102

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

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(all tabular amounts in thousands unless otherwise noted)

Note 1 — Basis of presentation

The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our" and “Teleflex”) are prepared on the same basis as its annual consolidated financial statements.

In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of the financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for the form and content of presentation of financial statements included in Form 10-Q. The preparation of condensed 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, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.

In accordance with applicable accounting standards and as permitted by Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in our annual consolidated financial statements. Therefore, our quarterly condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

Note 2 — Recently issued accounting standards

From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by us as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. We have assessed the recently issued guidance that is not yet effective and believe the new guidance will not have a material impact on the consolidated results of operations, cash flows or financial position.

Note 3 — Net revenues

We primarily generate revenue from the sale of medical devices including single use disposable devices and, to a lesser extent, reusable devices, instruments and capital equipment. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our products are shipped from the manufacturing or distribution facility. For our Original Equipment and Development Services ("OEM") segment, most revenue is recognized over time because the OEM segment generates revenue from the sale of custom products that have no alternative use and we have an enforceable right to payment to the extent that performance has been completed. We market and sell products through our direct sales force and distributors to customers within the following end markets: (1) hospitals and healthcare providers; (2) other medical device manufacturers; and (3) home care providers, which constituted ~~89%~~88%, 9%10% and 2% of consolidated net revenues, respectively, for the ~~three~~six months ended ~~March 27,~~June 26, 2022. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. With respect to the custom products sold in the OEM segment, revenue is measured using the units produced output method. Payment is generally due 30 days from the date of invoice.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table disaggregates revenue by global product category for the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021.


		Three Months Ended			Three Months Ended						Six Months Ended
			March 27, 2022			March 28, 2021			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Vascular access	Vascular access		$	166,134		$	163,973	Vascular access	$	163,907	$	167,739	$	330,041	$	331,712
Anesthesia	Anesthesia		86,957			84,857		Anesthesia	104,695		95,426		191,652		180,283
Interventional	Interventional		96,859			96,173		Interventional	114,342		112,082		211,201		208,255
Surgical	Surgical		89,702			80,386		Surgical	99,642		98,185		189,344		178,571
Interventional urology	Interventional urology		74,895			73,364		Interventional urology	79,818		92,243		154,713		165,607
OEM	OEM		57,656			53,489		OEM	70,003		60,956		127,659		114,445
Other (1)	Other (1)		69,512			81,683		Other (1)	72,135		86,842		141,647		168,525
Net revenues (2)	Net revenues (2)		$	641,715		$	633,925	Net revenues (2)	$	704,542	$	713,473	$	1,346,257	$	1,347,398

(1)Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products). Certain product lines within the respiratory product category were sold during 2021. See Note 4 for additional information related to the Respiratory business ~~divestiture~~divestiture.

(2)The product categories listed above are presented on a global basis, while each of our reportable segments other than the OEM reportable segment are defined based on the geographic location of its operations; the OEM reportable segment operates globally. Each of the geographically based reportable segments include net revenues from each of the non-OEM product categories listed above.

Note 4 — Acquisition and Divestiture

Asset acquisition

On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8 million with the potential to make additional payments up to $26.2 million if certain commercial and revenue goals are met. The acquisition, which is expected to complement our interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.

Divestiture

On May 15, 2021, we entered into a definitive agreement to sell certain product lines within our global respiratory product portfolio (the "Divested respiratory business") to Medline Industries, Inc. (“Medline”) for consideration of $286.0 million, reduced by $12 million in working capital not transferring to Medline, which is subject to customary post close adjustments (the "Respiratory business divestiture"). In connection with the Respiratory business divestiture, we also entered into several ancillary agreements with Medline to help facilitate the transfer of the business, which provide for transition support, quality, supply and manufacturing services, including a manufacturing and supply transition agreement (the "MSTA").

On June 28, 2021, the first day of the third quarter of 2021, we completed the initial phase of the Respiratory business divestiture, pursuant to which we received cash proceeds of $259 million. The second phase of the Respiratory business divestiture will occur once we transfer certain additional manufacturing assets to Medline and is expected to occur prior to the end of 2023. We plan to recognize the remaining consideration, and any gain on sale resulting from the completion of the second phase of the divestiture, when it becomes realizable.

Net revenues attributable to our divested respiratory business recognized prior to the Respiratory business divestiture ~~are~~were included within each of our geographic segments and were ~~$31.1~~$29.6 million and $60.7 million for the three and six months ended ~~March 28, 2021.~~June 27, 2021, respectively. For the three and six months ended ~~March 27,~~June 26, 2022, we recognized ~~$21.1~~$20.3 million and $41.4 million, respectively, in net revenues attributed to services provided to Medline in accordance with the MSTA, which are presented within our Americas reporting segment.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 5 — Restructuring and impairment charges

We have ongoing restructuring initiatives consisting of a plan, initiated in connection with the Respiratory business divestiture described in Note 4, designed to separate the manufacturing operations to be transferred to Medline from those that will remain with Teleflex (the “Respiratory divestiture plan”), and plans related to the relocation of manufacturing operations to existing lower-cost locations and related workforce reductions (referred to as the 2019 and 2018 Footprint realignment plans). The following tables provide a summary of our cost estimates and other information associated with these plans:

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

Respiratory divestiture plan

2019 Footprint realignment plan

2018 Footprint realignment plan

Respiratory divestiture plan

2019 Footprint realignment plan

2018 Footprint realignment plan

Plan expense estimates:

(Dollars in millions)

Plan expense estimates:

(Dollars in millions)

Termination benefits

$5 to $8

$14 to $15

$60 to $65

Termination benefits

$5 to $8

$14 to $15

$60 to $65

Other costs (1)

— to —

2 to 2

3 to 4

Other costs (1)

— to —

2 to 2

3 to 4

Restructuring charges

5 to 8

16 to 17

63 to 69

Restructuring charges

5 to 8

16 to 17

63 to 69

Restructuring related charges (2)

19 to 22

38 to 43

47 to 59

Restructuring related charges (2)

19 to 22

38 to 43

47 to 59

Total restructuring and restructuring related charges

$24 to $30

$54 to $60

$110 to $128

Total restructuring and restructuring related charges

$24 to $30

$54 to $60

$110 to $128

Other plan estimates:

Expected cash outlays

$24 to $30

$48 to $54

$99 to $122

Expected cash outlays

$24 to $30

$48 to $54

$99 to $122

Expected capital expenditures

$22 to $28

$31 to $33

$15 to $16

Expected capital expenditures

$22 to $28

$31 to $33

$15 to $16

Other plan information:

Period initiated

May 2021

February 2019

May 2018

Period initiated

May 2021

February 2019

May 2018

Estimated period of substantial completion

2023

2022

Estimated period of substantial completion

2023

2022

Aggregate restructuring charges

$2.8

$14.9

$62.7

Aggregate restructuring charges

$3.0

$14.5

$63.1

Restructuring reserve:

Balance as of March 27, 2022

$2.7

$2.2

$42.9

Balance as of June 26, 2022

$2.8

$1.7

$38.8

Restructuring related charges incurred:

Three Months Ended March 27, 2022

$2.0

$1.1

$2.3

Three Months Ended June 26, 2022

$2.4

$1.8

$3.2

Six Months Ended June 26, 2022

$4.4

$2.9

$5.5

Aggregate restructuring related charges

$5.3

$35.3

$29.7

Aggregate restructuring related charges

$7.7

$37.1

$32.9

(1)Includes facility closure, employee relocation, equipment relocation and outplacement costs.

(2)Restructuring related charges represent costs that are directly related to the plans and principally constitute costs to transfer manufacturing operations to the existing lower-cost locations, project management costs and accelerated depreciation. The 2018 Footprint realignment plan also includes a charge associated with our exit from the facilities that is expected to be imposed by the taxing authority in the affected jurisdiction. Excluding this tax charge, substantially all of the restructuring related charges are expected to be recognized within cost of goods sold.

In 2014, we initiated a restructuring plan involving the consolidation of operations and a related reduction in workforce at certain facilities, in addition to the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations (the "2014 Footprint realignment plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.

~~Restructuring and impairment charges recognized for the three months ended March 27, 2022 and March 28, 2021 consisted of the following:~~

Three Months Ended March 27, 2022
Termination benefits
Other costs (1)
Total
Respiratory divestiture plan $ 106 $ 14 $ 120
2019 Footprint realignment plan (670) 24 (646)
2018 Footprint realignment plan 158 62 220
Other restructuring plans (2)
1,132 82 1,214
Restructuring charges 726 182 908
Asset impairment charges — 1,497 1,497
Restructuring and impairment charges $ 726 $ 1,679 $ 2,405

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Three Months Ended March 28, 2021
Termination benefits
Other costs (1)
Total
2021 Restructuring plan $ 6,760 $ — $ 6,760
2019 Footprint realignment plan 341 105 446
2018 Footprint realignment plan 267 45 312
Other restructuring plans (3)
(166) 646 480
Restructuring charges $ 7,202 $ 796 $ 7,998
Restructuring and impairment charges recognized for the three and six months ended June 26, 2022 and June 27, 2021 consisted of the following:


Three Months Ended June 26, 2022
	Termination Benefits		Other Costs (1)		Total
Respiratory divestiture plan	$	129	$	31	$	160

2019 Footprint realignment plan	(400)		21		(379)
2018 Footprint realignment plan	153		233		386
Other restructuring programs (2)	(406)		156		(250)
Restructuring (credits) charges	$	(524)	$	441	$	(83)


Three Months Ended June 27, 2021
	Termination Benefits		Other Costs (1)		Total
Respiratory divestiture plan	$	2,540	$	1	$	2,541
2021 Restructuring plan	129		23		152
2019 Footprint realignment plan	(301)		91		(210)
2018 Footprint realignment plan	1,459		92		1,551
Other restructuring programs (3)	(4)		725		721
Restructuring charges	3,823		932		4,755
Asset impairment charges	—		6,739		6,739
Restructuring and impairment charges	$	3,823	$	7,671	$	11,494


Six Months Ended June 26, 2022
	Termination benefits		Other costs (1)		Total
Respiratory divestiture plan	$	235	$	45	$	280

2019 Footprint realignment plan	(1,070)		45		(1,025)
2018 Footprint realignment plan	311		295		606
Other restructuring plans (2)	726		238		964
Restructuring charges	202		623		825
Asset impairment charges	—		1,497		1,497
Restructuring and impairment charges	$	202	$	2,120	$	2,322


Six Months Ended June 27, 2021
	Termination benefits		Other costs (1)		Total
Respiratory divestiture plan	$	2,540	$	1	$	2,541
2021 Restructuring plan	6,889		23		6,912
2019 Footprint realignment plan	40		196		236
2018 Footprint realignment plan	1,726		137		1,863
Other restructuring plans (3)	(170)		1,371		1,201
Restructuring charges	11,025		1,728		12,753
Asset impairment charges	—		6,739		6,739
Restructuring and impairment charges	$	11,025	$	8,467	$	19,492

(1) Other costs include facility closure, contract termination and other exit costs.

(2) Includes activity primarily related to a restructuring plan initiated in the first quarter of 2022 that is designed to relocate manufacturing operations at certain of our facilities, the 2021 Restructuring plan and the 2014 Footprint realignment plan.

(3) Includes the plan initiated during the third quarter of 2019 as well as the 2016 and 2014 Footprint realignment plans.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 6 — Inventories

Inventories as of ~~March 27,~~June 26, 2022 and December 31, 2021 consisted of the following:


		March 27, 2022		December 31, 2021			June 26, 2022		December 31, 2021
Raw materials	Raw materials	$	149,603	$	146,433	Raw materials	$	154,866	$	146,433
Work-in-process	Work-in-process	89,017		81,503		Work-in-process	89,953		81,503
Finished goods	Finished goods	252,802		249,707		Finished goods	265,712		249,707
Inventories	Inventories	$	491,422	$	477,643	Inventories	$	510,531	$	477,643

Note 7 — Goodwill and other intangible assets

The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the ~~three~~six months ended ~~March 27,~~June 26, 2022:


		Americas		EMEA		Asia		OEM		Total			Americas		EMEA		Asia		OEM		Total
December 31, 2021	December 31, 2021	$	1,676,224	$	492,149	$	223,819	$	112,010	$	2,504,202	December 31, 2021	$	1,676,224	$	492,149	$	223,819	$	112,010	$	2,504,202

Currency translation adjustment	Currency translation adjustment	513		(10,458)		(1,531)		—		(11,476)		Currency translation adjustment	443		(32,520)		(11,042)		—		(43,119)
March 27, 2022		$	1,676,737	$	481,691	$	222,288	$	112,010	$	2,492,726
June 26, 2022												June 26, 2022	$	1,676,667	$	459,629	$	212,777	$	112,010	$	2,461,083

The gross carrying amount of, and accumulated amortization relating to, intangible assets as of ~~March 27,~~June 26, 2022 and December 31, 2021 were as follows:


		Gross Carrying Amount				Accumulated Amortization					Gross Carrying Amount				Accumulated Amortization
		March 27, 2022		December 31, 2021		March 27, 2022		December 31, 2021			June 26, 2022		December 31, 2021		June 26, 2022		December 31, 2021
Customer relationships	Customer relationships	$	1,325,969	$	1,328,611	$	(455,183)	$	(441,059)	Customer relationships	$	1,318,401	$	1,328,611	$	(466,410)	$	(441,059)
In-process research and development	In-process research and development	27,670		28,158		—		—		In-process research and development	26,921		28,158		—		—
Intellectual property	Intellectual property	1,438,935		1,440,643		(581,414)		(560,740)		Intellectual property	1,469,917		1,440,643		(600,805)		(560,740)
Distribution rights	Distribution rights	23,290		23,434		(20,682)		(20,630)		Distribution rights	23,069		23,434		(20,659)		(20,630)
Trade names	Trade names	546,522		549,269		(62,073)		(59,249)		Trade names	540,723		549,269		(64,701)		(59,249)
Non-compete agreements	Non-compete agreements	22,188		22,783		(21,663)		(22,153)		Non-compete agreements	21,254		22,783		(20,835)		(22,153)
		$	3,384,574	$	3,392,898	$	(1,141,015)	$	(1,103,831)		$	3,400,285	$	3,392,898	$	(1,173,410)	$	(1,103,831)

Note 8 — Financial instruments

Foreign currency forward contracts

We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. For the three and six months ended ~~March~~June 26, 2022, we recognized a gain of $0.1 million and a loss of $3.2 million, respectively, related to non-designated foreign currency forward contracts. For the three and six months ended June 27, ~~2022 and March 28,~~ 2021, we recognized ~~losses~~a gain of ~~$3.3~~$0.7 million and ~~$3.2~~a loss of $2.5 million, respectively, related to non-designated foreign currency forward contracts.

The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of ~~March 27,~~June 26, 2022 and December 31, 2021 was ~~$158.7~~$154.0 million and $149.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of ~~March 27,~~June 26, 2022 and December 31, 2021 was ~~$134.6~~$132.1 million and $161.2 million, respectively. All open foreign currency forward contracts as of ~~March 27,~~June 26, 2022 have durations of 12 months or less.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Cross-currency interest rate swaps

During 2019, we entered into cross-currency swap agreements with 5 different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, we have notionally exchanged $250 million at an annual interest rate of 4.875% for €219.2 million at an annual interest rate of 2.4595%. The swap agreements are designed as net investment hedges and expire on March 4, 2024.

During 2018, we entered into cross-currency swap agreements with 6 different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.625% for €433.9 million at an annual interest rate of 1.942%. The swap agreements are designed as net investment hedges and expire on October 4, 2023.

The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement.

The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of accumulated other comprehensive income (loss) ("AOCI"). The following table summarizes the foreign exchange gains and losses recognized within AOCI and the interest benefit recognized within interest expense related to cross currency swap for the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021:

Three Months Ended
March 27, 2022 March 28, 2021
Foreign exchange gains $ 3,840 $ 17,614
Interest benefit 4,848 4,647

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Foreign exchange gains (losses)	$	22,614	$	(7,127)	$	26,454	$	10,487
Interest benefit	5,297		4,479		10,145		9,126

Balance sheet presentation

The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of ~~March 27,~~June 26, 2022 and December 31, 2021:


		March 27, 2022		December 31, 2021			June 26, 2022		December 31, 2021
		Fair Value					Fair Value
Asset derivatives:	Asset derivatives:					Asset derivatives:
Designated foreign currency forward contracts	Designated foreign currency forward contracts	$	3,500	$	1,957	Designated foreign currency forward contracts	$	3,189	$	1,957
Non-designated foreign currency forward contracts	Non-designated foreign currency forward contracts	86		56		Non-designated foreign currency forward contracts	32		56
Cross-currency interest rate swaps	Cross-currency interest rate swaps	26,653		21,718		Cross-currency interest rate swaps	22,034		21,718
Prepaid expenses and other current assets	Prepaid expenses and other current assets	30,239		23,731		Prepaid expenses and other current assets	25,255		23,731
Cross-currency interest rate swaps	Cross-currency interest rate swaps	14,448		9,560		Cross-currency interest rate swaps	43,352		9,560
Other assets	Other assets	14,448		9,560		Other assets	43,352		9,560
Total asset derivatives	Total asset derivatives	$	44,687	$	33,291	Total asset derivatives	$	68,607	$	33,291
Liability derivatives:	Liability derivatives:					Liability derivatives:
Designated foreign currency forward contracts	Designated foreign currency forward contracts	$	2,708	$	993	Designated foreign currency forward contracts	$	988	$	993
Non-designated foreign currency forward contracts	Non-designated foreign currency forward contracts	110		147		Non-designated foreign currency forward contracts	300		147
Other current liabilities	Other current liabilities	2,818		1,140		Other current liabilities	1,288		1,140

Total liability derivatives	Total liability derivatives	$	2,818	$	1,140	Total liability derivatives	$	1,288	$	1,140

See Note 10 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from AOCI to expense (income), net of tax.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

There was no ineffectiveness related to our cash flow hedges during the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021.

Trade receivables

The allowance for credit losses as of ~~March 27,~~June 26, 2022 and December 31, 2021 was ~~$10.2~~$8.7 million and $10.8 million, respectively. The current portion of the allowance for credit losses, which was ~~$5.6~~$4.3 million and $6.0 million as of ~~March 27,~~June 26, 2022 and December 31, 2021, respectively, was recognized as a reduction of accounts receivable, net.

Note 9 — Fair value measurement

The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of ~~March 27,~~June 26, 2022 and December 31, 2021:

Total carrying
value at
March 27, 2022
Quoted prices in active
markets (Level 1) Significant other
observable
Inputs (Level 2) Significant
unobservable
Inputs (Level 3)
Investments in marketable securities $ 18,437 $ 18,437 $ — $ —
Derivative assets 44,687 — 44,687 —
Derivative liabilities 2,818 — 2,818 —
Contingent consideration liabilities 9,709 — — 9,709

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~


	Total carrying value at June 26, 2022		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	16,555	$	16,555	$	—	$	—
Derivative assets	68,607		—		68,607		—
Derivative liabilities	1,288		—		1,288		—
Contingent consideration liabilities	4,225		—		—		4,225


	Total carrying value at December 31, 2021		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	19,186	$	19,186	$	—	$	—
Derivative assets	33,291		—		33,291		—
Derivative liabilities	1,140		—		1,140		—
Contingent consideration liabilities	9,814		—		—		9,814

Valuation Techniques

Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to satisfy benefit obligations under our benefit plans and other arrangements. The investment assets of the trust are valued using quoted market prices.

Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts and cross-currency interest rate swap agreements. We use foreign currency forwards and cross-currency interest rate swaps to manage foreign currency transaction exposure, as well as exposure to foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency forwards and cross-currency swaps by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties.

Our financial liabilities valued based upon Level 3 inputs (inputs that are not observable in the market) are comprised of contingent consideration arrangements pertaining to our acquisitions.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 10 — Shareholders' equity

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased to include dilutive securities. The following table provides a reconciliation of basic to diluted weighted average number of common shares outstanding:


		Three Months Ended		Three Months Ended				Six Months Ended
			March 27, 2022		March 28, 2021		June 26, 2022	June 27, 2021	June 26, 2022	June 27, 2021
Basic	Basic		46,876		46,698	Basic	46,901	46,741	46,889	46,719
Dilutive effect of share-based awards	Dilutive effect of share-based awards		526		709	Dilutive effect of share-based awards	446	692	485	701

Diluted	Diluted		47,402		47,407	Diluted	47,347	47,433	47,374	47,420

The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 0.4 million and 0.3 million for the three and six months ended June 26, 2022, respectively, and 0.1 million for both the three and six months ended ~~March~~June 27, ~~2022 and March 28, 2021, respectively.~~2021.

The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the ~~three~~six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021:


		Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income			Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2021	Balance as of December 31, 2021	$	1,081	$	(138,290)	$	(209,750)	$	(346,959)	Balance as of December 31, 2021	$	1,081	$	(138,290)	$	(209,750)	$	(346,959)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	57		246		(23,329)		(23,026)		Other comprehensive income (loss) before reclassifications	2,839		939		(68,382)		(64,604)
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	400		1,340		—		1,740		Amounts reclassified from accumulated other comprehensive income	195		2,673		—		2,868
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	457		1,586		(23,329)		(21,286)		Net current-period other comprehensive income (loss)	3,034		3,612		(68,382)		(61,736)

Balance as of March 27, 2022		$	1,538	$	(136,704)	$	(233,079)	$	(368,245)
Balance as of June 26, 2022										Balance as of June 26, 2022	$	4,115	$	(134,678)	$	(278,132)	$	(408,695)


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2020	$	(482)	$	(150,257)	$	(146,559)	$	(297,298)
Other comprehensive (loss) income before reclassifications	(574)		9		(17,995)		(18,560)
Amounts reclassified from accumulated other comprehensive income (loss)	998		2,900		—		3,898
Net current-period other comprehensive income (loss)	424		2,909		(17,995)		(14,662)

Balance as of June 27, 2021	$	(58)	$	(147,348)	$	(164,554)	$	(311,960)

1314

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2020 $ (482) $ (150,257) $ (146,559) $ (297,298)
Other comprehensive (loss) income before reclassifications (811) 161 (24,075) (24,725)
Amounts reclassified from accumulated other comprehensive income (loss) 838 1,450 — 2,288
Net current-period other comprehensive income (loss) 27 1,611 (24,075) (22,437)
Balance as of March 28, 2021 $ (455) $ (148,646) $ (170,634) $ (319,735)

The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss) income into expense/(income), net of tax, for the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021:


		Three Months Ended			Three Months Ended						Six Months Ended
			March 27, 2022			March 28, 2021			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Losses (gains) on foreign exchange contracts:
(Gains) Loss on foreign exchange contracts:								(Gains) Loss on foreign exchange contracts:
Cost of goods sold	Cost of goods sold		$	398		$	846	Cost of goods sold	$	(229)	$	133	$	169	$	979
Total before tax	Total before tax		398			846		Total before tax	(229)		133		169		979
Taxes (benefit)			2			(8)
Taxes								Taxes	24		27		26		19
Net of tax	Net of tax		400			838		Net of tax	(205)		160		195		998
Amortization of pension and other postretirement benefit items (1):	Amortization of pension and other postretirement benefit items (1):		Amortization of pension and other postretirement benefit items (1):
Actuarial losses	Actuarial losses		2,000			2,143		Actuarial losses	1,989		2,144		3,989		4,287
Prior-service costs	Prior-service costs		(252)			(251)		Prior-service costs	(252)		(251)		(504)		(502)

Total before tax	Total before tax		1,748			1,892		Total before tax	1,737		1,893		3,485		3,785
Tax benefit	Tax benefit		(408)			(442)		Tax benefit	(405)		(443)		(812)		(885)
Net of tax	Net of tax		1,340			1,450		Net of tax	1,332		1,450		2,673		2,900
Total reclassifications, net of tax	Total reclassifications, net of tax		$	1,740		$	2,288	Total reclassifications, net of tax	$	1,127	$	1,610	$	2,868	$	3,898

(1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans.

Note 11 — Taxes on income from continuing operations
Three Months Ended
March 27, 2022 March 28, 2021
Effective income tax rate 17.1% 14.2%

Three Months Ended

Six Months Ended

June 26, 2022

June 27, 2021

June 26, 2022

June 27, 2021

Effective income tax rate

14.9%

16.5%

15.8%

15.4%

The effective income tax rates for the three and six months ended ~~March 27,~~June 26, 2022 were 14.9% and ~~March 28, 2021 were 17.1% and 14.2%~~15.8%, respectively. The effective income tax ~~rate~~rates for the three and six months ended ~~March 27,~~June 26, 2022 ~~includes~~include higher tax expense resulting from a U.S. law effective in 2022 requiring capitalization of certain research and development ~~expenditures.~~expenditures and tax expense related to non-deductible expenses associated with European Union Medical Device Regulation. The effective income tax ~~rate~~rates for the three and six months ended ~~March 28,~~June 27, 2021 ~~reflects~~reflect tax benefits associated with the Z-Medica acquisition, the extinguishment of debt, and the 2021 Restructuring Plan. The effective income tax rates for ~~both~~all of the periods reflect a net tax benefit related to share-based compensation and a tax benefit from research and development tax credits.

Note 12 — Commitments and contingent liabilities

Environmental: We are subject to contingencies as a result of environmental laws and regulations that in the future may require us to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by us or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

Resource Conservation and Recovery Act and similar state laws. These laws require us to undertake certain investigative and remedial activities at sites where we conduct or once conducted operations or at sites where Company-generated waste was disposed.

Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At ~~March 27,~~June 26, 2022, we have recorded $2.0 million and ~~$4.2~~$4.6 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of ~~March 27,~~June 26, 2022. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10-15 years.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of ~~March 27,~~June 26, 2022, we have recorded accrued liabilities of ~~$0.2~~$0.3 million in connection with such contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters.

In June 2020, we began producing documents and information in response to a Civil Investigative Demand (a “CID”) received in March 2020 by one of our subsidiaries, NeoTract, Inc. (“NeoTract”), from the U.S. Department of Justice through the United States Attorney’s Office for the Northern District of Georgia (collectively, the “DOJ”). The CID relates to the DOJ’s investigation of a single NeoTract customer, requires the production of documents and information pertaining to communications with, and certain rebate programs offered to, that customer and pertains to communications and activities occurring both prior to our acquisition of NeoTract in October 2017 and thereafter. In July 2020, the DOJ advised us that it had opened an investigation under the civil False Claims Act, 31 U.S.C. §3729, with respect to NeoTract’s operations broadly in addition to the customer investigation.

Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.

We maintain policies and procedures to promote compliance with the Anti-Kickback Statute, False Claims Acts and other applicable laws and regulations and intend to provide information sought by the government. We cannot at this time reasonably predict, however, the ultimate scope or outcome of this matter, including whether an investigation may raise other compliance issues of interest, including those beyond the scope described above or how any such issues might be resolved. We also cannot at this time reasonably estimate any potential liabilities or penalty, if any, that may arise from this matter, which could have a material adverse effect on our results of operations and financial condition.

Other: We have been subject to an investigation by Chinese authorities related to a technical error regarding our country of origin designation for certain products we imported into China. Had the error not been made, we would have been obligated to make increased tariff payments in late 2018 through the first quarter of 2021. In addition to the tariffs and related interest, the Chinese authorities may impose a penalty for the unpaid tariffs.

To date, we have remitted payment for the requested amounts of the increased tariffs and we believe this to be the final action required to close the case. However, we have not received confirmation from the Chinese authorities that the case is closed and as a result, it remains possible that they may request payment for penalties and interest in the future. We believe the range of penalties could be between 30% and 200% of the increased tariff amount or between $3 million and $20 million.

Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of ~~March 27,~~June 26, 2022, the most significant tax examinations in process were in Ireland, Germany, and ~~Germany.~~France. We may establish

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

reserves with respect to our uncertain tax positions, after we adjust the reserves to address developments with respect to our uncertain tax positions, including developments in these tax examinations. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 13 — Segment information

The following tables present our segment results for the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021:

Three Months Ended
March 27, 2022 March 28, 2021
Americas $ 377,961 $ 375,493
EMEA 136,908 141,253
Asia 69,190 63,690
OEM 57,656 53,489
Net revenues $ 641,715 $ 633,925
Three Months Ended
March 27, 2022 March 28, 2021
Americas $ 96,901 $ 83,602
EMEA 9,094 22,995
Asia 17,417 14,916
OEM 10,923 12,562
Total segment operating profit (1)
134,335 134,075
Unallocated expenses (2)
(30,799) (30,641)
Income from continuing operations before interest and taxes $ 103,536 $ 103,434


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Americas	$	412,740	$	414,785	$	790,701	$	790,278
EMEA	145,190		157,129		282,098		298,382
Asia	76,609		80,603		145,799		144,293
OEM	70,003		60,956		127,659		114,445
Net revenues	$	704,542	$	713,473	$	1,346,257	$	1,347,398


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Americas	$	114,467	$	105,379	$	211,368	$	188,981
EMEA	12,725		23,301		21,819		46,296
Asia	21,494		23,188		38,911		38,104
OEM	17,836		15,262		28,759		27,824
Total segment operating profit (1)	166,522		167,130		300,857		301,205
Unallocated expenses (2)	(31,365)		(38,510)		(62,164)		(69,151)
Income from continuing operations before interest and taxes	$	135,157	$	128,620	$	238,693	$	232,054

(1)Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Commencing on January 1, 2022, all corporate expenses are allocated amongst the segments in proportion to the respective amounts of net revenues. The change in the measure of segment operating profit does not impact period over period comparability because the change was immaterial. For the three and six months ended ~~March 28,~~June 27, 2021, corporate expenses were allocated among the segments in proportion to the respective amounts of one of several items (such as sales, numbers of employees, and amount of time spent), depending on the category of expense involved.

(2)Unallocated expenses primarily include manufacturing variances other than fixed manufacturing cost absorption variances, restructuring and impairment charges and gain on sale of business.

1617

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Teleflex Incorporated (“we,” “us,” “our" and “Teleflex”) is a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.

We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may identify opportunities to divest businesses and product lines that do not meet our objectives. In addition, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further improve our cost structure and enhance our competitive position. We also may continue to explore opportunities to expand the size of our business and improve operating margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, particularly in Asia, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors or through new distributors). Distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel.

~~COVID-19 pandemic~~On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8 million with the potential to make additional payments of up to $26.2 million if certain commercial and revenue goals are met. The acquisition, which is expected to complement our interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.

~~Beginning in the first half of 2020, the challenges arising from the~~Economic factors impacting our business

The COVID-19 pandemic ~~have adversely impacted our financial results, mainly as a result of a decline in demand for certain of our products,~~ and ~~have had an effect on various aspects of our global operations and employees resulting from precautionary and preventive~~related measures meant to reduce the spread of ~~COVID-19. Our business has been impacted by travel restrictions, border closures~~the virus continue to have an impact on our financial results and quarantines as they affect our various sites, including our manufacturing sites. We have also experienced inefficiencies in our manufacturing operations due to temporary or partial work stoppages as well as government-mandated and self-imposed restrictions placed on, and safety measures implementedglobal operations. Along with staffing shortages at ~~our~~healthcare facilities ~~globally. The challenges arising~~stemming from the pandemic, we have and continue to experience varying levels of reduced demand within certain of our product lines due to lower elective procedure volumes compared to pre-pandemic levels. In addition, the pandemic has also impacted our contractors, suppliers, customers and other business partners and ~~have~~has generally had an adverse effect on macroeconomic conditions across the ~~globe. Accordingly, this~~globe that has ~~impacted various aspects~~contributed to increased levels of ~~our global supply chain, including causing logistical transport challenges for our freight transport providers, and has resulted in~~overall cost inflation. While we have not yet experienced significant disruptions in our global manufacturing operations, constraints on the ~~global~~ supply ~~chain for~~of materials used to manufacture our products ~~that are in high demand, we~~along with logistical transport challenges have ~~in some cases experienced lengthened~~and continue to impact delivery times ~~resulting~~and have resulted in an increased level of ~~backorders for some~~backorders.

In addition to the impact of ~~our products. We~~the COVID-19 pandemic, we continue to monitor the macro-economic impacts ~~resulting from the pandemic on our operations.~~

To date, our financial results were most severely impacted by the pandemic during the second quarter of 2020 due to reduced elective procedure volumes, partially offset by increased demand for products used in the treatment of patients with COVID-19. Since the second quarter of 2020, we have experienced varying levels of continuing recovery across our product lines and geographic segments from the challenges stemming from ~~the pandemic.~~ ongoing geopolitical conflicts that have contributed to continued inflation and exchange rate volatility.

We believe that the ~~COVID-19 pandemic~~impacts stemming from the factors discussed above will continue to have an impact on our business, particularly in the near term, and that such impact would be most significant if ~~the virus~~COVID-19 becomes more prevalent ~~if vaccine immunization rates do not increase and if new strains of the virus continue to emerge.~~or geopolitical conflicts escalate. As a result of the dynamic nature of ~~the crisis,~~each of these factors, we cannot accurately predict the extent or duration of the impacts ~~of the pandemic.~~on our business.

Results of Operations

As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products

resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.

Certain financial information is presented on a rounded basis, which may cause minor differences.

Net revenues

Three Months Ended
March 27, 2022 March 28, 2021
Net revenues $ 641.7 $ 633.9


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Net revenues	$	704.5	$	713.5	$	1,346.3	$	1,347.4

Net revenues for the three months ended ~~March 27,~~June 26, 2022 ~~increased $7.8~~decreased $9.0 million, or ~~1.2%~~1.3%, compared to the prior year period, primarily due to ~~an $18.5 million increase in sales of new products and price increases of $8.5 million partially offset by $12.2~~$24.6 million of unfavorable fluctuations in foreign currency exchange rates and a ~~$9.5~~$21.5 million ~~net~~ decrease in sales volumes ~~attributed~~of existing products, partially offset by a $35.4 million increase in sales of new products.

Net revenues for the six months ended June 26, 2022 decreased $1.1 million, or 0.1%, compared to the ~~Respiratory business divestiture.~~prior year period, primarily due to $36.8 million of unfavorable fluctuations in foreign currency exchange rates and a $19.0 million decrease in sales volumes of existing products, partially offset by a $54.0 million increase in sales of new products.

Gross profit


		Three Months Ended				Three Months Ended								Six Months Ended
			March 27, 2022				March 28, 2021				June 26, 2022			June 27, 2021			June 26, 2022			June 27, 2021
Gross profit	Gross profit		$	346.2			$	344.5		Gross profit	$	388.8		$	397.6		$	735.1		$	742.1
Percentage of sales	Percentage of sales		54.0		%		54.3		%	Percentage of sales	55.2		%	55.7		%	54.6		%	55.1		%

Gross margin for the three months ended ~~March 27,~~June 26, 2022 decreased 3050 basis points, or ~~0.6%~~0.9%, compared to the prior year period, primarily due to an increase in cost inflation from macro-economic factors, specifically logistics and distribution, raw material and labor costs, ~~largely stemming~~partially offset by price increases.

Gross margin for the six months ended June 26, 2022 decreased 50 basis points, or 0.9%, compared to the prior year period, primarily due to an increase in cost inflation from ~~the enduring inflationary impacts of the COVID-19 pandemic~~macro-economic factors, specifically logistics and ~~general supply chain disruption,~~distribution, raw material and labor costs, partially offset by price increases. Moreover, gross margin for the three months ended March 28, 2021 reflected the adverse impact of the step-up in carrying value of inventory recognized in connection with the Z-Medica acquisition.

Selling, general and administrative


		Three Months Ended				Three Months Ended								Six Months Ended
			March 27, 2022				March 28, 2021				June 26, 2022			June 27, 2021			June 26, 2022			June 27, 2021
Selling, general and administrative	Selling, general and administrative		$	203.9			$	203.1		Selling, general and administrative	$	216.8		$	224.2		$	420.8		$	427.3
Percentage of sales	Percentage of sales		31.8		%		32.0		%	Percentage of sales	30.8		%	31.4		%	31.3		%	31.7		%

Selling, general and administrative expenses for the three and six months ended ~~March 27,~~June 26, 2022 ~~increased $0.8~~decreased $7.4 million and $6.5 million, respectively, compared to the prior year ~~period~~periods primarily due to ~~higher sales~~favorable fluctuations in foreign currency exchange rates and ~~marketing expense to support higher sales, partially offset by~~ a decrease in contingent consideration expense, partially offset by higher sales and ~~favorable fluctuations in foreign currency exchange rates.~~marketing expenses across certain of our product portfolios.

Research and development


		Three Months Ended							Three Months Ended		Six Months Ended
			March 27, 2022			March 28, 2021					June 26, 2022			June 27, 2021			June 26, 2022			June 27, 2021
Research and development	Research and development		$	36.4		$	29.9			Research and development	$	36.9		$	33.3		$	73.3		$	63.2
Percentage of sales	Percentage of sales		5.7		%	4.7		%		Percentage of sales	5.2		%	4.7		%	5.4		%	4.7		%

The increase in research and development expenses for the three and six months ended ~~March 27,~~June 26, 2022 compared to the respective prior year ~~period~~periods was primarily attributable to European Union Medical Device Regulation ("EU MDR") related ~~costs partially offset by lower project spend within certain of our product portfolios.~~costs.

Restructuring and impairment (credits) charges

Three Months Ended
March 27, 2022 March 28, 2021
Restructuring and impairment charges $ 2.4 $ 8.0


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Restructuring and impairment (credits) charges	$	(0.1)	$	11.5	$	2.3	$	19.5

Restructuring and impairment credits for the three months ended June 26, 2022 primarily consisted of changes in estimates with respect to termination benefits associated with certain restructuring programs.

Restructuring and impairment charges for the ~~three~~six months ended ~~March 27,~~June 26, 2022 primarily consisted of an impairment charge related to our decision to abandon certain assets.

Ongoing restructuring plans

We have an ongoing restructuring plan, initiated in connection with the Respiratory business divestiture, designed to separate the manufacturing operations to be transferred to Medline from those that will remain with Teleflex (the “Respiratory divestiture plan”). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the Respiratory divestiture plan of $24 million to $30 million.

We also have ongoing restructuring plans consisting of the relocation of manufacturing operations to existing lower-cost locations and related workforce reductions (referred to as the 2019 and 2018 Footprint realignment plans). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2019 and 2018 Footprint realignment plans of $54 million to $60 million and $110 million to $128 million, respectively, and expect to achieve annual pre-tax savings of $20 million to $22 million and $25 million to $30 million, respectively, once the plans are fully implemented.

For additional information regarding our restructuring plans, refer to Note 5 within the condensed consolidated financial statements included in this report.

Interest expense


		Three Months Ended				Three Months Ended								Six Months Ended
			March 27, 2022				March 28, 2021				June 26, 2022			June 27, 2021			June 26, 2022			June 27, 2021
Interest expense	Interest expense		$	10.4			$	16.8		Interest expense	$	11.4		$	16.2		$	21.8		$	33.0
Average interest rate on debt	Average interest rate on debt		2.0		%		2.5		%	Average interest rate on debt	2.3		%	2.4		%	2.2		%	2.4		%

The decrease in interest expense for the three and six months ended ~~March 27,~~June 26, 2022 compared to the respective prior year ~~period were~~periods was primarily due to the redemption of the 4.875% Senior Notes due 2026 in the second quarter of 2021 resulting in a lower average interest rate and lower average debt outstanding after subsequent debt pay downs using proceeds from the Respiratory business divestiture and operating cash flows in 2021.

Taxes on income from continuing operations

Three Months Ended
March 27, 2022 March 28, 2021
Effective income tax rate 17.1 % 14.2 %


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Effective income tax rate	14.9	%	16.5	%	15.8	%	15.4	%

The effective income tax ~~rate~~rates for the three and six months ended ~~March 27,~~June 26, 2022 ~~includes~~include higher tax expense resulting from a U.S. law effective in 2022 requiring capitalization of certain research and development ~~expenditures.~~expenditures and tax expense related to non-deductible expenses associated with EU MDR. The effective income tax ~~rate~~rates for the three and six months ended ~~March 28,~~June 27, 2021 ~~reflects~~reflect tax benefits associated with the Z-Medica acquisition, the extinguishment of debt, and the 2021 Restructuring Plan. The effective income tax rates for all of the ~~three months ended March 27, 2022 and March 28, 2021 both~~periods reflect a net tax benefit related to share-based compensation and a tax benefit from research and development tax credits.

1920

Segment Financial Information


Segment net revenues	Segment net revenues								Segment net revenues
		Three Months Ended			Three Months Ended							Six Months Ended
			March 27, 2022			March 28, 2021		% Increase/(Decrease)		June 26, 2022		June 27, 2021		% Increase/(Decrease)	June 26, 2022		June 27, 2021		% Increase/(Decrease)

Americas	Americas		$	378.0		$	375.5	0.7	Americas	$	412.7	$	414.8	(0.5)	$	790.7	$	790.3	0.1
EMEA	EMEA		136.9			141.2		(3.1)	EMEA	145.2		157.1		(7.6)	282.1		298.3		(5.5)
Asia	Asia		69.2			63.7		8.6	Asia	76.6		80.6		(5.0)	145.8		144.3		1.0
OEM	OEM		57.6			53.5		7.8	OEM	70.0		61.0		14.8	127.7		114.5		11.5

Segment net revenues	Segment net revenues		$	641.7		$	633.9	1.2	Segment net revenues	$	704.5	$	713.5	(1.3)	$	1,346.3	$	1,347.4	(0.1)

Segment operating profit	Segment operating profit								Segment operating profit
		Three Months Ended			Three Months Ended							Six Months Ended
			March 27, 2022			March 28, 2021		% Increase/(Decrease)		June 26, 2022		June 27, 2021		% Increase/(Decrease)	June 26, 2022		June 27, 2021		% Increase/(Decrease)

Americas	Americas		$	96.9		$	83.6	15.9	Americas	$	114.5	$	105.4	8.6	$	211.4	$	189.0	11.8
EMEA	EMEA		9.1			23.0		(60.5)	EMEA	12.7		23.3		(45.4)	21.8		46.3		(52.9)
Asia	Asia		17.4			14.9		16.8	Asia	21.5		23.2		(7.3)	38.9		38.1		2.1
OEM	OEM		10.9			12.6		(13.0)	OEM	17.8		15.2		16.9	28.8		27.8		3.4

Segment operating profit (1)	Segment operating profit (1)		$	134.3		$	134.1	0.2	Segment operating profit (1)	$	166.5	$	167.1	(0.4)	$	300.9	$	301.2	(0.1)

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

Comparison of the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021

Americas

Americas net revenues for the three months ended ~~March 27,~~June 26, 2022 ~~increased $2.5~~decreased $2.1 million, or ~~0.7%~~0.5%, compared to the prior year period, which was primarily attributable to a ~~$19.4~~$39.7 million decrease in sales volumes of existing products partially offset by a $31.7 million increase in sales of new products and price ~~increases of $6.5 million partially offset by a $22.0 million decrease in sales volumes of existing products and a net decrease in sales volumes attributed to the Respiratory business divestiture.~~increases.

Americas ~~operating profit~~net revenues for the ~~three~~six months ended ~~March 27,~~June 26, 2022 increased ~~$13.3~~$0.4 million, or ~~15.9%~~0.1%, compared to the prior year period, which was primarily attributable to a $51.1 million increase in sales of new products and price increases, partially offset by a $61.7 million decrease in sales volumes of existing products.

Americas operating profit for the three months ended June 26, 2022 increased $9.1 million, or 8.6%, compared to the prior year period, which was primarily attributable to a decrease in contingent consideration expense.

Americas operating profit for the six months ended June 26, 2022 increased $22.4 million, or 11.8%, compared to the prior year period, which was primarily attributable to a decrease in contingent consideration expense and an increase in gross profit, ~~resulting from~~partially offset by an increase in selling and marketing expenses. The increase in gross profit was attributable to price increases and a decrease in ~~contingent consideration expense. Moreover, gross profit for~~amortization associated with the ~~three months ended March, 28 2021 reflected the adverse impact~~reduction of the step-up in carrying value of inventory recognized in connection with the Z-Medica ~~acquisition.~~acquisition, partially offset by a decrease in sales volumes.

EMEA

EMEA net revenues for the three months ended ~~March 27,~~June 26, 2022 decreased ~~$4.3~~$11.9 million, or ~~3.1%~~7.6%, compared to the prior year period, which was primarily attributable to ~~$8.8~~$16.8 million of unfavorable fluctuations in foreign currency exchange rates and a ~~$4.8~~$4.5 million decrease in sales volumes attributed to the Respiratory business divestiture, partially offset by an $8.2 million increase in sales volumes of existing products.

EMEA ~~operating profit~~net revenues for the ~~three~~six months ended ~~March 27,~~June 26, 2022 decreased ~~$13.9~~$16.2 million, or ~~60.5%~~5.5%, compared to the prior year period, which was primarily attributable to $25.6 million of unfavorable fluctuations in foreign currency exchange rates and a $9.4 million decrease in sales volumes attributed to the Respiratory business divestiture, partially offset by a $16.4 million increase in sales volumes of existing products.

EMEA operating profit for the three and six months ended June 26, 2022 decreased $10.6 million, or 45.4%, and $24.5 million, or 52.9%, respectively, compared to the prior year periods, which was primarily attributable to an

increase in EU MDR costs within research and development and unfavorable fluctuations in foreign currency exchange rates.

Asia

Asia net revenues for the three months ended ~~March 27,~~June 26, 2022 decreased $4.0 million, or 5.0%, compared to the prior year period, which was primarily attributable to $5.3 million of unfavorable fluctuations in foreign currency exchange rates and a $4.1 million decrease in sales volumes attributed to the Respiratory business divestiture, partially offset by sales of new products and an increase in sales volumes of existing products.

Asia net revenues for the six months ended June 26, 2022 increased ~~$5.5~~$1.5 million, or ~~8.6%~~1.0%, compared to the prior year period, which was primarily attributable to a ~~$12.2~~$14.3 million increase in sales volumes of existing products, partially offset by a ~~$3.7~~$7.8 million decrease in sales volumes attributed to the Respiratory business divestiture and ~~$2.2 million of~~ unfavorable fluctuations in foreign currency exchange rates.

Asia operating profit for the three months ended ~~March 27,~~June 26, 2022 decreased $1.7 million, or 7.3%, compared to the prior year period, which was primarily attributable to an increase in selling, general and administrative expenses.

Asia operating profit for the six months ended June 26, 2022 increased ~~$2.5~~$0.8 million, or ~~16.8%~~2.1%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales volumes, partially offset by an increase in selling, general and administrative expenses.

OEM

OEM net revenues for the three months ended June 26, 2022 increased $9.0 million, or 14.8%, compared to the prior year period, which was primarily attributable to a $7.9 million increase in sales volumes of existing products and price increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.

OEM net revenues for the six months ended June 26, 2022 increased $13.2 million, or 11.5%, compared to the prior year period, which was primarily attributable to an $11.9 million increase in sales volumes of existing products and price increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.

OEM operating profit for the three and six months ended June 26, 2022 increased $2.6 million, or 16.9%, and $1.0 million, or 3.4%, respectively, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, partially offset by an increase in ~~selling expenses to support higher sales.~~

~~OEM~~

OEM net revenues for the three months ended March 27, 2022 increased $4.1 million, or 7.8%, compared to the prior year period, which was primarily attributable to an increase in sales volumes of existing products.

~~OEM operating profit for the three months ended March 27, 2022 decreased $1.7 million, or 13.0%, compared to the prior year period, which was primarily attributable to an increase in manufacturing~~general and ~~operating~~administrative expenses.

Liquidity and Capital Resources

We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.

Cash Flows

Net cash provided by operating activities from continuing operations was ~~$62.1~~$101.9 million for the ~~three~~six months ended ~~March 27,~~June 26, 2022 as compared to net cash provided by operating activities of ~~$110.8~~$265.1 million for the ~~three~~six months ended ~~March 28,~~June 27, 2021. The ~~$48.7~~$163.2 million decrease was primarily attributable to higher tax payments and unfavorable changes in working capital driven by higher payroll and benefit related payments and an increase in ~~accounts receivable resulting from higher sales compared~~inventory purchases to ~~the prior period.~~support business growth.

Net cash used in investing activities from continuing operations was ~~$12.8~~$44.6 million for the ~~three~~six months ended ~~March 27,~~June 26, 2022, and primarily consisted of capital ~~expenditures.~~expenditures of $32.4 million and net payments for businesses and intangibles acquired of $22.8 million, partially offset by net interest proceeds on swaps designated as net investment hedges of $10.3 million.

Net cash used in financing activities from continuing operations was ~~$21.0~~$174.8 million for the ~~three~~six months ended ~~March 27,~~June 26, 2022, and primarily consisted of repayments on our revolving credit facility of $135.5 million and dividend payments of ~~$15.9 million and net payments from share based compensation plans and related tax benefits of $4.9~~$31.9 million.

Borrowings

The indenture governing our 4.625% Senior Notes due 2027 (the “2027 Notes”) and 4.25% Senior Notes due 2028 (the "2028 Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions.

As of ~~March 27,~~June 26, 2022, we were in compliance with these requirements. The obligations under the Credit Agreement, the 2027 Notes and 2028 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.

Summarized Financial Information – Obligor Group

The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of ~~March 27,~~June 26, 2022 and December 31, 2021 and for the ~~three~~six months ended ~~March 27,~~June 26, 2022 is as follows:

Three Months Ended
March 27, 2022
Obligor Group Intercompany Obligor Group (excluding Intercompany)
Net revenue $ 460.3 $ 53.0 $ 407.3
Cost of goods sold 279.5 60.3 219.2
Gross profit 180.8 (7.3) 188.1
Income from continuing operations 49.0 32.1 16.9
Net income 48.7 32.1 16.6
March 27, 2022 December 31, 2021
Obligor Group Intercompany Obligor Group
(excluding Intercompany) Obligor Group Intercompany Obligor Group
(excluding Intercompany)
Total current assets $ 824.7 $ 51.2 $ 773.5 $ 812.5 $ 53.6 $ 758.9
Total assets 3,094.8 1,426.2 1,668.6 3,084.4 1,419.4 1,665.0
Total current liabilities 853.2 523.9 329.3 879.7 523.6 356.1
Total liabilities 3,480.2 863.6 2,616.6 3,541.2 886.8 2,654.4


	Six Months Ended
	June 26, 2022
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)
Net revenue	$	957.3	$	102.8	$	854.5
Cost of goods sold	574.6		115.0		459.6
Gross profit	382.7		(12.2)		394.9
Income from continuing operations	140.1		69.0		71.1
Net income	139.8		69.0		70.8



	June 26, 2022						December 31, 2021
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)		Obligor Group		Intercompany		Obligor Group (excluding Intercompany)

Total current assets	$	844.6	$	83.9	$	760.7	$	812.5	$	53.6	$	758.9
Total assets	3,123.2		1,450.5		1,672.7		3,084.4		1,419.4		1,665.0
Total current liabilities	819.8		559.0		260.8		879.7		523.6		356.1
Total liabilities	3,302.8		907.7		2,395.1		3,541.2		886.8		2,654.4

The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e. those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.

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.

In our Annual Report on Form 10-K for the year ended December 31, 2021, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are 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.

New Accounting Standards

See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of adoption of the guidance on our financial statements.

Forward-Looking Statements

All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions

typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks and uncertainties, 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 the adverse economic conditions associated with the COVID-19 global health pandemic, stay-at-home and other orders, which could cause material delays and cancellations of elective procedures, curtailed or delayed spending by customers and result in disruptions to our supply chain, closure of our facilities, delays in product launches or diversion of management and other resources to respond to the COVID-19 pandemic; the impact of global and regional economic and credit market conditions on healthcare spending; the risk that the COVID-19 pandemic disrupts local economies and causes economies to enter prolonged recessions; changes in business relationships with and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; our inability to provide products to our customers, which may be due to, among other things, events that impact key distributors, suppliers and vendors that sterilize our products; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; our inability to effectively execute our restructuring plans; our inability to realize anticipated savings resulting from restructuring plans; the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation; changes in Medicare, Medicaid and third party coverage and reimbursements; the impact of tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues, and international conflicts and hostilities, such as the ongoing conflict between Russia and Ukraine; difficulties in entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2021. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise explicitly stated by us or as required by law or regulation.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the information set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2325

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of ~~March 27,~~June 26, 2022 and December 31, 2021, we had accrued liabilities of approximately ~~$0.2~~$0.3 million in connection with these matters, representing our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these matters. Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding lawsuits or claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity.

Item 1A. Risk Factors

See the information set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes in risk factors for the quarter ended ~~March 27,~~June 26, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

2426

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this report:


Exhibit No.		Description

~~3.1~~ *3.1	—	Amended and Restated Certificate of ~~Elimination~~Incorporation of the ~~Series SRP Junior Participating Preference Stock of~~Company, effective May 2, 2022 (incorporated by reference to Exhibit 3.1 to the ~~Company.~~Company’s Form 8-K filed on May 5, 2022).
22*3.2	—	~~List~~Second Amended and Restated Bylaws of ~~subsidiary guarantors and guaranteed securities~~the Company, effective May 2, 2022 (incorporated by reference to Exhibit 223.2 to the Company’s Form ~~10-K~~8-K filed on ~~March 1,~~May 5, 2022).
31.1	—	Certification of Chief Executive Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
31.2	—	Certification of Chief Financial Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
32.1	—	Certification of ~~Certification of~~ Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	—	~~Certification of~~ Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1	—	The following materials from our Quarterly Report on Form 10-Q for the quarter ended ~~March 27,~~June 26, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three and six months ended ~~March~~June 26, 2022 and June 27, ~~2022;~~2021; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021; (iv) the Condensed Consolidated Balance Sheets as of ~~March 27,~~June 26, 2022 and December 31, 2021; (v) the Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and six months ended ~~March 27,~~June 26, 2022 and ~~March 28,~~June 27, 2021; and (vii) Notes to Condensed Consolidated Financial Statements.
104.1	—	The cover page of the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 27,~~June 26, 2022, formatted in inline XBRL (included in Exhibit 101.1).

* Previously filed with the Securities and Exchange Commission as part of the filing indicated and incorporated herein by reference.

2527

SIGNATURES

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

TELEFLEX INCORPORATED

By:

/s/ Liam J. Kelly

Liam J. Kelly

President and Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Thomas E. Powell

Thomas E. Powell

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Dated: ~~April~~July 28, 2022

2628


Three Months Ended March 28, 2021
	Termination benefits		Other costs (1)		Total
2021 Restructuring plan	$	6,760	$	—	$	6,760
2019 Footprint realignment plan	341		105		446
2018 Footprint realignment plan	267		45		312
Other restructuring plans (3)	(166)		646		480
Restructuring charges	$	7,202	$	796	$	7,998


	Total carrying value at March 27, 2022		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	18,437	$	18,437	$	—	$	—
Derivative assets	44,687		—		44,687		—
Derivative liabilities	2,818		—		2,818		—
Contingent consideration liabilities	9,709		—		—		9,709