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 ~~September 25, 2022~~October 1, 2023


☐			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 ~~46,906,435~~46,992,664 shares of common stock, par value $1.00 per share, outstanding as of October ~~25, 2022.~~31, 2023 .

TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER 25, 2022~~OCTOBER 1, 2023

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

1819

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

2526

Item 4:

Controls and Procedures

2526

PART II — OTHER INFORMATION

Item 1:

Item 1A:

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

2628

Item 3:

Defaults Upon Senior Securities

2628

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				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021			October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
		(Dollars and shares in thousands, except per share)									(Dollars and shares in thousands, except per share)
Net revenues	Net revenues	$	686,788	$	700,251	$	2,033,045	$	2,047,649	Net revenues	$	746,389	$	686,788	$	2,200,580	$	2,033,045
Cost of goods sold	Cost of goods sold	312,833		312,464		924,024		917,779		Cost of goods sold	330,078		312,833		985,066		924,024
Gross profit	Gross profit	373,955		387,787		1,109,021		1,129,870		Gross profit	416,311		373,955		1,215,514		1,109,021
Selling, general and administrative expenses	Selling, general and administrative expenses	209,616		205,194		630,373		632,501		Selling, general and administrative expenses	213,194		209,616		669,216		630,373
Research and development expenses	Research and development expenses	37,770		31,816		111,064		95,046		Research and development expenses	37,576		37,770		118,493		111,064
Restructuring and impairment charges	Restructuring and impairment charges	628		959		2,950		20,451		Restructuring and impairment charges	231		628		3,960		2,950
Gains on sale of asset and business	Gains on sale of asset and business	(6,504)		(91,157)		(6,504)		(91,157)		Gains on sale of asset and business	—		(6,504)		—		(6,504)
Income from continuing operations before interest and taxes	Income from continuing operations before interest and taxes	132,445		240,975		371,138		473,029		Income from continuing operations before interest and taxes	165,310		132,445		423,845		371,138
Interest expense	Interest expense	13,375		11,989		35,212		44,958		Interest expense	23,192		13,375		59,291		35,212
Interest income	Interest income	(126)		(215)		(577)		(1,106)		Interest income	(7,487)		(126)		(9,486)		(577)
Loss on extinguishment of debt		—		—		—		12,986

Income from continuing operations before taxes	Income from continuing operations before taxes	119,196		229,201		336,503		416,191		Income from continuing operations before taxes	149,605		119,196		374,040		336,503
Taxes on income from continuing operations	Taxes on income from continuing operations	17,315		29,695		51,700		58,535		Taxes on income from continuing operations	11,935		17,315		47,651		51,700
Income from continuing operations	Income from continuing operations	101,881		199,506		284,803		357,656		Income from continuing operations	137,670		101,881		326,389		284,803
Operating income (loss) from discontinued operations		19		(423)		(329)		(470)
Tax expense (benefit) on operating loss from discontinued operations		5		(98)		(76)		(109)
Income (loss) from discontinued operations		14		(325)		(253)		(361)
Operating (loss) income from discontinued operations										Operating (loss) income from discontinued operations	(687)		19		(1,512)		(329)
Tax (benefit) expense on operating loss from discontinued operations										Tax (benefit) expense on operating loss from discontinued operations	(157)		5		(346)		(76)
(Loss) income from discontinued operations										(Loss) income from discontinued operations	(530)		14		(1,166)		(253)
Net income	Net income	$	101,895	$	199,181	$	284,550	$	357,295	Net income	$	137,140	$	101,895	$	325,223	$	284,550
Earnings per share:	Earnings per share:									Earnings per share:
Basic:	Basic:									Basic:
Income from continuing operations	Income from continuing operations	$	2.17	$	4.26	$	6.07	$	7.66	Income from continuing operations	$	2.93	$	2.17	$	6.95	$	6.07
Loss from discontinued operations	Loss from discontinued operations	—		—		—		(0.02)		Loss from discontinued operations	(0.01)		—		(0.03)		—
Net income	Net income	$	2.17	$	4.26	$	6.07	$	7.64	Net income	$	2.92	$	2.17	$	6.92	$	6.07
Diluted:	Diluted:									Diluted:
Income from continuing operations	Income from continuing operations	$	2.16	$	4.20	$	6.02	$	7.54	Income from continuing operations	$	2.91	$	2.16	$	6.90	$	6.02
Loss from discontinued operations	Loss from discontinued operations	—		—		(0.01)		(0.01)		Loss from discontinued operations	(0.01)		—		(0.02)		(0.01)
Net income	Net income	$	2.16	$	4.20	$	6.01	$	7.53	Net income	$	2.90	$	2.16	$	6.88	$	6.01
Weighted average common shares outstanding	Weighted average common shares outstanding									Weighted average common shares outstanding
Basic	Basic	46,906		46,810		46,894		46,749		Basic	46,992		46,906		46,974		46,894
Diluted	Diluted	47,263		47,452		47,337		47,431		Diluted	47,299		47,263		47,304		47,337

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 Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
(Dollars in thousands)
Net income $ 101,895 $ 199,181 $ 284,550 $ 357,295
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax of $(12,477), $(1,464), $(20,300), and $(1,060) for the three and nine months periods, respectively (55,194) (15,312) (123,576) (33,307)
Pension and other postretirement benefit plans adjustment, net of tax of $(716), $(522), $(1,862), and $(1,425) for the three and nine months periods, respectively 2,195 1,668 5,807 4,577
Derivatives qualifying as hedges, net of tax of $(196), $(117), $(330), and $(45) for the three and nine months periods, respectively 2,502 662 5,536 1,086
Other comprehensive loss, net of tax: (50,497) (12,982) (112,233) (27,644)
Comprehensive income $ 51,398 $ 186,199 $ 172,317 $ 329,651


	Three Months Ended				Nine Months Ended
	October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
	(Dollars in thousands)
Net income	$	137,140	$	101,895	$	325,223	$	284,550
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax of $(4,667), $(12,477), $(434), and $(20,300) for the three and nine months periods, respectively	(29,417)		(55,194)		(13,368)		(123,576)
Pension and other postretirement benefit plans adjustment, net of tax of $(476), $(716), $(1,182), and $(1,862) for the three and nine months periods, respectively	1,543		2,195		3,951		5,807
Derivatives qualifying as hedges, net of tax of $(116), $(196), $334, and $(330) for the three and nine months periods, respectively	(2,412)		2,502		789		5,536
Other comprehensive (loss) income, net of tax:	(30,286)		(50,497)		(8,628)		(112,233)
Comprehensive income	$	106,854	$	51,398	$	316,595	$	172,317

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


		September 25, 2022		December 31, 2021			October 1, 2023		December 31, 2022
		(Dollars in thousands)					(Dollars in thousands)
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	397,259	$	445,084	Cash and cash equivalents	$	881,499	$	292,034
Accounts receivable, net	Accounts receivable, net	391,251		383,569		Accounts receivable, net	425,194		408,834
Inventories	Inventories	530,088		477,643		Inventories	625,075		578,507
Prepaid expenses and other current assets	Prepaid expenses and other current assets	113,916		117,277		Prepaid expenses and other current assets	138,657		125,084
Prepaid taxes	Prepaid taxes	26,868		5,545		Prepaid taxes	26,846		6,524

Total current assets	Total current assets	1,459,382		1,429,118		Total current assets	2,097,271		1,410,983
Property, plant and equipment, net	Property, plant and equipment, net	422,355		443,758		Property, plant and equipment, net	464,467		447,205
Operating lease assets	Operating lease assets	112,047		129,653		Operating lease assets	123,604		131,211
Goodwill	Goodwill	2,415,297		2,504,202		Goodwill	2,528,305		2,536,730
Intangible assets, net	Intangible assets, net	2,176,259		2,289,067		Intangible assets, net	2,180,539		2,306,165
Deferred tax assets	Deferred tax assets	5,762		6,820		Deferred tax assets	6,167		6,402
Other assets	Other assets	166,985		69,104		Other assets	93,281		89,367

Total assets	Total assets	$	6,758,087	$	6,871,722	Total assets	$	7,493,634	$	6,928,063
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Current borrowings	Current borrowings	$	114,375	$	110,000	Current borrowings	$	87,500	$	87,500
Accounts payable	Accounts payable	121,508		118,236		Accounts payable	130,686		126,807
Accrued expenses	Accrued expenses	140,862		163,441		Accrued expenses	133,067		140,644

Payroll and benefit-related liabilities	Payroll and benefit-related liabilities	121,596		143,657		Payroll and benefit-related liabilities	127,101		133,092
Accrued interest	Accrued interest	15,875		5,209		Accrued interest	17,428		5,332
Income taxes payable	Income taxes payable	41,320		83,943		Income taxes payable	24,375		24,736
Other current liabilities	Other current liabilities	55,407		55,633		Other current liabilities	65,265		63,381

Total current liabilities	Total current liabilities	610,943		680,119		Total current liabilities	585,422		581,492
Long-term borrowings	Long-term borrowings	1,593,504		1,740,102		Long-term borrowings	1,950,123		1,624,023
Deferred tax liabilities	Deferred tax liabilities	387,333		370,124		Deferred tax liabilities	389,080		388,886
Pension and postretirement benefit liabilities	Pension and postretirement benefit liabilities	40,345		45,185		Pension and postretirement benefit liabilities	30,051		31,394
Noncurrent liability for uncertain tax positions	Noncurrent liability for uncertain tax positions	9,007		8,646		Noncurrent liability for uncertain tax positions	6,545		5,805

Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	99,606		116,033		Noncurrent operating lease liabilities	111,810		120,437
Other liabilities	Other liabilities	122,188		156,765		Other liabilities	106,555		154,058
Total liabilities	Total liabilities	2,862,926		3,116,974		Total liabilities	3,179,586		2,906,095
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Total shareholders' equity	Total shareholders' equity	3,895,161		3,754,748		Total shareholders' equity	4,314,048		4,021,968
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	6,758,087	$	6,871,722	Total liabilities and shareholders' equity	$	7,493,634	$	6,928,063

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended					Nine Months Ended
		September 25, 2022		September 26, 2021			October 1, 2023		September 25, 2022
		(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	$	284,550	$	357,295	Net income	$	325,223	$	284,550
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	253		361		Loss from discontinued operations	1,166		253
Depreciation expense	Depreciation expense	49,076		53,846		Depreciation expense	52,687		49,076
Intangible asset amortization expense	Intangible asset amortization expense	121,904		124,832		Intangible asset amortization expense	125,230		121,904
Deferred financing costs and debt discount amortization expense	Deferred financing costs and debt discount amortization expense	3,150		3,438		Deferred financing costs and debt discount amortization expense	2,547		3,150

Loss on extinguishment of debt		—		12,986
Fair value step up of acquired inventory sold		—		3,993

Changes in contingent consideration	Changes in contingent consideration	237		12,728		Changes in contingent consideration	(24,482)		237
Assets impairment charges	Assets impairment charges	1,497		6,739		Assets impairment charges	—		1,497
Stock-based compensation	Stock-based compensation	19,804		17,065		Stock-based compensation	22,135		19,804
Gain on sale of business	Gain on sale of business	(6,504)		(91,157)		Gain on sale of business	—		(6,504)
Deferred income taxes, net	Deferred income taxes, net	63		(67)		Deferred income taxes, net	2,076		63
Payments for contingent consideration	Payments for contingent consideration	(2,983)		(170)		Payments for contingent consideration	(289)		(2,983)
Interest benefit on swaps designated as net investment hedges	Interest benefit on swaps designated as net investment hedges	(15,677)		(13,882)		Interest benefit on swaps designated as net investment hedges	(15,459)		(15,677)
Other	Other	(3,953)		(26,113)		Other	4,743		(3,953)
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	(36,402)		(13,829)		Accounts receivable	(18,313)		(36,402)
Inventories	Inventories	(85,293)		(10,951)		Inventories	(50,702)		(85,293)
Prepaid expenses and other assets	Prepaid expenses and other assets	21,298		(31,223)		Prepaid expenses and other assets	7,487		21,298
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	(26,726)		84,179		Accounts payable, accrued expenses and other liabilities	(16,674)		(26,726)
Income taxes receivable and payable, net	Income taxes receivable and payable, net	(79,879)		(39,610)		Income taxes receivable and payable, net	(45,014)		(79,879)
Net cash provided by operating activities from continuing operations	Net cash provided by operating activities from continuing operations	244,415		450,460		Net cash provided by operating activities from continuing operations	372,361		244,415
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	(52,648)		(52,090)		Expenditures for property, plant and equipment	(63,768)		(52,648)
Proceeds from sale of business and assets	Proceeds from sale of business and assets	12,434		225,900		Proceeds from sale of business and assets	—		12,434
Payments for businesses and intangibles acquired, net of cash acquired	Payments for businesses and intangibles acquired, net of cash acquired	(27,308)		(4,254)		Payments for businesses and intangibles acquired, net of cash acquired	(205)		(27,308)

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 interest proceeds on swaps designated as net investment hedges	10,275		10,314
Proceeds from sales of investments	Proceeds from sales of investments	7,300		7,300		Proceeds from sales of investments	7,300		7,300
Purchase of investments	Purchase of investments	(7,300)		(18,418)		Purchase of investments	(11,300)		(7,300)
Net cash (used in) provided by investing activities from continuing operations		(57,208)		167,726
Net cash used in investing activities from continuing operations						Net cash used in investing activities from continuing operations	(57,698)		(57,208)
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		Proceeds from new borrowings	646,000		—
Reduction in borrowings	Reduction in borrowings	(144,250)		(834,000)		Reduction in borrowings	(321,625)		(144,250)
Debt extinguishment, issuance and amendment fees		—		(9,774)
Net (payments) proceeds from share based compensation plans and related tax impacts		(4,398)		11,366

Net proceeds (payments) from share based compensation plans and related tax impacts						Net proceeds (payments) from share based compensation plans and related tax impacts	534		(4,398)
Payments for contingent consideration	Payments for contingent consideration	(3,885)		(31,388)		Payments for contingent consideration	(949)		(3,885)
Dividends paid	Dividends paid	(47,840)		(47,716)		Dividends paid	(47,919)		(47,840)
Proceeds from sale of treasury stock		—		11,097
Net cash used in financing activities from continuing operations		(200,373)		(500,415)

Net cash provided by (used in) financing activities from continuing operations						Net cash provided by (used in) financing activities from continuing operations	276,041		(200,373)
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	(482)		(519)		Net cash used in operating activities	(579)		(482)
Net cash used in discontinued operations	Net cash used in discontinued operations	(482)		(519)		Net cash used in discontinued operations	(579)		(482)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(34,177)		(11,965)		Effect of exchange rate changes on cash and cash equivalents	(660)		(34,177)
Net (decrease) increase in cash and cash equivalents		(47,825)		105,287
Net increase (decrease) in cash and cash equivalents						Net increase (decrease) in cash and cash equivalents	589,465		(47,825)
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	292,034		445,084
Cash and cash equivalents at the end of the period	Cash and cash equivalents at the end of the period	$	397,259	$	481,167	Cash and cash equivalents at the end of the period	$	881,499	$	397,259

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		47,929	$	47,929			$	693,090				$	3,517,954	$	(346,959)	1,069					$	(157,266)		$	3,754,748
Balance at December 31, 2022																						Balance at December 31, 2022	47,957			$	47,957		$	715,118			$	3,817,304		$	(403,522)			1,032		$	(154,889)		$	4,021,968

Net income	Net income								77,141										77,141			Net income										76,748												76,748
Cash dividends ($0.34 per share)	Cash dividends ($0.34 per share)								(15,946)										(15,946)			Cash dividends ($0.34 per share)										(15,969)												(15,969)
Other comprehensive loss												(21,286)							(21,286)
Other comprehensive income																						Other comprehensive income													22,191									22,191
Shares issued under compensation plans	Shares issued under compensation plans	5	5		(950)									(27)		894			(51)			Shares issued under compensation plans	18			18		2,333											(19)		2,639			4,990
Deferred compensation	Deferred compensation	—	—		100									(5)		828			928			Deferred compensation	—			—		324											(6)		1			325
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									105,514										105,514
Cash dividends ($0.34 per share)									(15,946)										(15,946)
Other comprehensive loss												(40,450)							(40,450)
Shares issued under compensation plans		6	6		7,918									(2)		151			8,075
Deferred compensation		—	—		(2)									—		5			3
Balance at June 26, 2022		47,940	47,940		700,156				3,668,717			(408,695)		1,035		(155,388)			3,852,730
Balance at April 2, 2023																						Balance at April 2, 2023	47,975			47,975		717,775				3,878,083			(381,331)				1,007		(152,249)			4,110,253
Net income	Net income								101,895										101,895			Net income										111,335												111,335
Cash dividends ($0.34 per share)	Cash dividends ($0.34 per share)								(15,948)										(15,948)			Cash dividends ($0.34 per share)										(15,972)												(15,972)
Other comprehensive loss	Other comprehensive loss											(50,497)							(50,497)			Other comprehensive loss													(533)									(533)
Shares issued under compensation plans	Shares issued under compensation plans	1	1		6,904									(1)		76			6,981			Shares issued under compensation plans	23			23		9,920											—		66			10,009

Balance at September 25, 2022		47,941	$	47,941	$	707,060			$	3,754,664		$	(459,192)	1,034		$	(155,312)		$	3,895,161
Balance at July 2, 2023																						Balance at July 2, 2023	47,998			47,998		727,695				3,973,446			(381,864)				1,007		(152,183)			4,215,092
Net income																						Net income										137,140												137,140
Cash dividends ($0.34 per share)																						Cash dividends ($0.34 per share)										(15,978)												(15,978)
Other comprehensive loss																						Other comprehensive loss													(30,286)									(30,286)
Shares issued under compensation plans																						Shares issued under compensation plans	1			1		8,057											(1)		22			8,080

Balance at October 1, 2023																						Balance at October 1, 2023	47,999			$	47,999	$	735,752			$	4,094,608		$	(412,150)			1,006		$	(152,161)		$	4,314,048


		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		47,812	$	47,812			$	652,305				$	3,096,228	$	(297,298)	1,132					$	(162,590)		$	3,336,457
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

Net income	Net income								74,866										74,866			Net income										77,141												77,141
Cash dividends ($0.34 per share)	Cash dividends ($0.34 per share)								(15,893)										(15,893)			Cash dividends ($0.34 per share)										(15,946)												(15,946)
Other comprehensive loss	Other comprehensive loss											(22,437)							(22,437)			Other comprehensive loss													(21,286)									(21,286)
Shares issued under compensation plans	Shares issued under compensation plans	18	18		1,993									(28)		99			2,110			Shares issued under compensation plans	5			5		(950)											(27)		894			(51)
Deferred compensation	Deferred compensation	—	—		447									(4)		241			688			Deferred compensation	—			—		100											(5)		828			928
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									83,248										83,248
Cash dividends ($0.34 per share)									(15,900)										(15,900)
Other comprehensive income												7,775							7,775
Shares issued under compensation plans		52	52		15,132									(1)		16			15,200
Deferred compensation		—	—		—									—		(12)			(12)
Balance as of June 27, 2021		47,882	47,882		669,877				3,222,549			(311,960)		1,099		(162,246)			3,466,102
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
Net income	Net income								199,181										199,181			Net income										105,514												105,514
Cash dividends ($0.34 per share)	Cash dividends ($0.34 per share)								(15,923)										(15,923)			Cash dividends ($0.34 per share)										(15,946)												(15,946)
Other comprehensive loss	Other comprehensive loss											(12,982)							(12,982)			Other comprehensive loss													(40,450)									(40,450)
Shares issued under compensation plans	Shares issued under compensation plans	33	33		10,374									—		(10)			10,397			Shares issued under compensation plans	6			6		7,918											(2)		151			8,075
Deferred compensation	Deferred compensation	—	—		6,349									(28)		4,748			11,097			Deferred compensation	—			—		(2)											—		5			3
Balance at September 26, 2021		47,915	$	47,915	$	686,600			$	3,405,807		$	(324,942)	1,071		$	(157,508)		$	3,657,872
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
Net income																						Net income										101,895												101,895
Cash dividends ($0.34 per share)																						Cash dividends ($0.34 per share)										(15,948)												(15,948)
Other comprehensive loss																						Other comprehensive loss													(50,497)									(50,497)
Shares issued under compensation plans																						Shares issued under compensation plans	1			1		6,904											(1)		76			6,981

Balance at September 25, 2022																						Balance at September 25, 2022	47,941			$	47,941	$	707,060			$	3,754,664		$	(459,192)			1,034		$	(155,312)		$	3,895,161

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.~~2022.

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 ~~88%~~87%, ~~10%~~11% and 2% of consolidated net revenues, respectively, for the nine months ended ~~September 25, 2022.~~October 1, 2023. 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 nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021.~~2022.


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021			October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
Vascular access	Vascular access	$	167,147	$	175,476	$	497,188	$	507,188	Vascular access	$	169,919	$	167,147	$	521,356	$	497,188
Anesthesia	Anesthesia	97,608		97,074		289,260		277,357		Anesthesia	97,612		97,608		291,786		289,260
Interventional	Interventional	108,738		104,304		319,939		312,559		Interventional	134,089		108,738		375,766		319,939
Surgical	Surgical	93,124		92,831		282,468		271,402		Surgical	112,805		93,124		317,781		282,468
Interventional urology	Interventional urology	78,969		83,107		233,682		248,714		Interventional urology	73,622		78,969		226,819		233,682
OEM	OEM	71,288		64,083		198,947		178,528		OEM	82,309		71,288		243,434		198,947
Other (1)	Other (1)	69,914		83,376		211,561		251,901		Other (1)	76,033		69,914		223,638		211,561
Net revenues (2)	Net revenues (2)	$	686,788	$	700,251	$	2,033,045	$	2,047,649	Net revenues (2)	$	746,389	$	686,788	$	2,200,580	$	2,033,045

(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.~~

(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~~includes net revenues from each of the non-OEM product categories listed above.

Note 4 — Acquisitions and Divestiture

2023 acquisition

On ~~September 27, 2022,~~July 25, 2023, we executed a definitive agreement to acquire Palette Life Sciences AB (“Palette”), a privately held medical device company that sells a portfolio of hyaluronic acid gel-based products primarily utilized in the ~~second day~~treatment of urology diseases including a rectal spacing product used in connection with radiation therapy treatment of prostate cancer. The acquisition will complement our interventional urology product portfolio. On October 10, 2023, we completed the acquisition of Palette using borrowings under our revolving credit facility and cash on hand. Under the terms of the agreement, we acquired Palette for an initial cash payment of $600 million, with additional consideration of up to $50 million payable upon the achievement of certain commercial milestones.

2022 acquisition

In the fourth quarter of 2022, we completed the acquisition of Standard Bariatrics, Inc. (“Standard Bariatrics”), a privately-held medical device company that commercialized a powered stapling technology for bariatric surgery that ~~will complement~~complements our surgical product portfolio. Under the terms of the agreement, we acquired Standard Bariatrics for ~~an upfront~~ cash ~~payment~~payments of $170 million, with additional consideration of up to $130 million payable upon the achievement of certain commercial milestones. The milestone payments are based on net sales growth over the three-year period following the closing of the transaction. The acquisition was financed using borrowings under the Company's revolving credit facility and cash on hand.

~~Asset acquisition~~

~~On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8~~$173 million, with the potential to make ~~additional~~three milestone payments up to ~~$26.2~~$130 million in the aggregate if certain commercial ~~and revenue goals~~milestones 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.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Net revenues attributable to our divested respiratory business recognized prior to the Respiratory business divestiture were included within each of our geographic segments and were $60.7 million for the nine months ended September 26, 2021, none of which occurred in the three months then ended. Net revenues attributed to services provided to Medline in accordance with the MSTA, which are presented within our Americas reporting segment, were $21.7 million and $62.7 million for the three and nine months ended October 1, 2023, respectively, and $19.1 million and $60.5 million for the three and nine months ended September 25, 2022, ~~respectively and $27.9 million for the three and nine months ended September 27, 2021.~~respectively.

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:

Respiratory divestiture plan 2019 Footprint realignment plan 2018 Footprint realignment plan
Plan expense estimates: (Dollars in millions)
Termination benefits $5 to $8 $12 to $13 $60 to $63
Other costs (1)
— to — 2 to 2 4 to 4
Restructuring charges 5 to 8 14 to 15 64 to 67
Restructuring related charges (2)
19 to 22 42 to 45 44 to 49
Total restructuring and restructuring related charges $24 to $30 $56 to $60 $108 to $116
Other plan estimates:
Expected cash outlays $24 to $30 $48 to $52 $95 to $100
Expected capital expenditures $22 to $28 $32 to $34 $16 to $17
Other plan information:
Period initiated May 2021 February 2019 May 2018
Estimated period of substantial completion 2023 2022 2022
Aggregate restructuring charges $3.1 $14.5 $63.5
Restructuring reserve:
Balance as of September 25, 2022 $2.8 $1.6 $34.5
Restructuring related charges incurred:
Three Months Ended September 25, 2022 $2.1 $1.3 $2.7
Nine Months Ended September 25, 2022 $6.5 $4.2 $8.2
Aggregate restructuring related charges $9.8 $38.4 $35.5

~~(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.

~~TELEFLEX INCORPORATED~~

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

~~(Unaudited)~~

Restructuring and impairment charges recognized for the three and nine months ended October 1, 2023 and September 25, 2022 ~~and September 26, 2021~~ consisted of the following:


Three Months Ended September 25, 2022
		Termination Benefits		Other Costs (1)		Total
Three Months Ended October 1, 2023								Three Months Ended October 1, 2023	Termination Benefits		Other Costs (1)		Total
2023 Footprint realignment plan								2023 Footprint realignment plan	$	1,296	$	—	$	1,296
2022 Restructuring plan								2022 Restructuring plan	244		102		346
Respiratory divestiture plan	Respiratory divestiture plan	$	123	$	22	$	145	Respiratory divestiture plan	(851)		5		(846)

2019 Footprint realignment plan		(50)		16		(34)
2018 Footprint realignment plan		203		252		455

Other restructuring programs (2)	Other restructuring programs (2)	24		38		62		Other restructuring programs (2)	(612)		47		(565)
Restructuring charges	Restructuring charges	$	300	$	328	$	628	Restructuring charges	$	77	$	154	$	231


Three Months Ended September 26, 2021
Three Months Ended September 25, 2022								Three Months Ended September 25, 2022
		Termination Benefits		Other Costs (1)		Total			Termination Benefits		Other Costs (1)		Total
Respiratory divestiture plan	Respiratory divestiture plan	$	126	$	(1)	$	125	Respiratory divestiture plan	$	123	$	22	$	145
2021 Restructuring plan		226		42		268

2019 Footprint realignment plan	2019 Footprint realignment plan	9		86		95		2019 Footprint realignment plan	(50)		16		(34)
2018 Footprint realignment plan	2018 Footprint realignment plan	191		10		201		2018 Footprint realignment plan	203		252		455
Other restructuring programs (3)	Other restructuring programs (3)	60		210		270		Other restructuring programs (3)	24		38		62
Restructuring charges	Restructuring charges	$	612	$	347	$	959	Restructuring charges	$	300	$	328	$	628

Nine Months Ended September 25, 2022
Termination benefits
Other costs (1)
Total
Respiratory divestiture plan $ 358 $ 67 $ 425
2019 Footprint realignment plan (1,120) 61 (1,059)
2018 Footprint realignment plan 514 547 1,061
Other restructuring plans (2)
750 276 1,026
Restructuring charges 502 951 1,453
Asset impairment charges — 1,497 1,497
Restructuring and impairment charges $ 502 $ 2,448 $ 2,950


Nine Months Ended October 1, 2023
	Termination Benefits		Other Costs (1)		Total
2023 Footprint realignment plan	$	1,296	$	—	$	1,296
2022 Restructuring plan	3,361		313		3,674

Respiratory divestiture plan	(596)		17		(579)

Other restructuring programs (2)	(853)		422		(431)
Restructuring charges	$	3,208	$	752	$	3,960


Nine Months Ended September 26, 2021
Nine Months Ended September 25, 2022								Nine Months Ended September 25, 2022
		Termination benefits		Other costs (1)		Total			Termination Benefits		Other Costs (1)		Total
Respiratory divestiture plan	Respiratory divestiture plan	$	2,666	$	—	$	2,666	Respiratory divestiture plan	$	358	$	67	$	425
2021 Restructuring plan		7,115		65		7,180

2019 Footprint realignment plan	2019 Footprint realignment plan	49		282		331		2019 Footprint realignment plan	(1,120)		61		(1,059)
2018 Footprint realignment plan	2018 Footprint realignment plan	1,917		147		2,064		2018 Footprint realignment plan	514		547		1,061
Other restructuring plans (3)		(110)		1,581		1,471
Other restructuring programs (3)								Other restructuring programs (3)	750		276		1,026
Restructuring charges	Restructuring charges	11,637		2,075		13,712		Restructuring charges	502		951		1,453
Asset impairment charges	Asset impairment charges	—		6,739		6,739		Asset impairment charges	—		1,497		1,497
Restructuring and impairment charges	Restructuring and impairment charges	$	11,637	$	8,814	$	20,451	Restructuring and impairment charges	$	502	$	2,448	$	2,950

(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 "2022 Manufacturing relocation plan") and our 2014, 2018, and 2019 Footprint realignment plans.

(3) Includes activity primarily related to the 2022 Manufacturing relocation plan, the 2021 Restructuring plan and the 2014 Footprint realignment plan.

~~(3) Includes the 2020 Workforce reduction plan, the program initiated during third quarter of 2019 and the 2014 Footprint realignment plan.~~

109

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

2023 Footprint Realignment plan

In September 2023, we initiated a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions (the "2023 Footprint realignment plan"). These actions are expected to be substantially completed by the end of 2027. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the 2023 Footprint realignment plan:


			Total estimated amount expected to be incurred
Plan expense estimates:			(Dollars in millions)
Restructuring charges (1)			$4 million to $6 million
Restructuring related charges (2)			$7 million to $9 million
Total restructuring and restructuring related charges			$11 million to $15 million

(1) Substantially all of the charges consist of employee termination benefit costs.

(2)Restructuring related charges represent costs that are directly related to the 2023 Footprint realignment plan and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. Substantially all of these charges are expected to be recognized within cost of goods sold.

We expect substantially all of the restructuring and restructuring related charges will result in future cash outlays, the majority of which will be made between 2024 and 2025. Additionally, we expect to incur $2 million to $3 million in aggregate capital expenditures under the plan, which are expected to be incurred mostly in 2024.

As of October 1, 2023, we maintain a restructuring reserve of $1.3 million in connection with this plan, all of which relate to termination benefits.

Respiratory divestiture plan

During 2021, in connection with the Respiratory business divestiture, we committed to a restructuring plan designed to separate the manufacturing operations to be transferred to Medline from those that will remain with Teleflex, which includes related workforce reductions (the “Respiratory divestiture plan”). The plan includes expanding certain of our existing locations to accommodate the transfer of capacity from the sites being transferred to Medline and replicating the manufacturing processes at alternate existing locations. We expect this plan will be substantially completed by the end of 2023. The following table provides a summary of our cost estimates by major type of expense associated with the Respiratory divestiture plan:


			Total estimated amount expected to be incurred
Plan expense estimates:			(Dollars in millions)
Restructuring charges (1)			$3 million to $3 million
Restructuring related charges (2)			$19 million to $21 million
Total restructuring and restructuring related charges			$22 million to $24 million

(1) Substantially all of the charges consist of employee termination benefit costs.

(2)Consist of charges that are directly related to the Respiratory divestiture plan and principally constitute costs to transfer manufacturing operations to other locations and project management costs. Substantially all of the charges are expected to be recognized within costs of goods sold.

We expect substantially all of the restructuring and restructuring related charges will result in future cash outlays, and we expect to incur $22 million to $24 million in aggregate capital expenditures under the plan.

We recorded restructuring related charges with respect to the Respiratory divestiture plan of $1.6 million and $5.6 million for the three and nine months ended October 1, 2023, respectively, and $2.1 million and $6.5 million for the three and nine months ended September 25, 2022, respectively. The restructuring related charges were included within cost of goods sold.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

As of October 1, 2023, we have incurred net aggregate restructuring expenses related to the Respiratory divestiture plan of $2.7 million. Additionally, as of October 1, 2023, we have incurred net aggregate restructuring related charges in connection with the Respiratory divestiture plan of $17.9 million, which were primarily included in cost of goods sold. As of October 1, 2023, we have a restructuring reserve of $2.5 million in connection with this plan.

2022 Restructuring plan

In November 2022, we initiated a strategic restructuring plan designed to improve operating performance and position the organization to deliver long-term durable growth by creating efficiencies that align with our high growth strategic objectives (the “2022 Restructuring plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.

Note 6 — Inventories

Inventories as of ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021~~2022 consisted of the following:


		September 25, 2022		December 31, 2021			October 1, 2023		December 31, 2022
Raw materials	Raw materials	$	165,846	$	146,433	Raw materials	$	186,216	$	186,641
Work-in-process	Work-in-process	92,706		81,503		Work-in-process	111,371		98,993
Finished goods	Finished goods	271,536		249,707		Finished goods	327,488		292,873
Inventories	Inventories	$	530,088	$	477,643	Inventories	$	625,075	$	578,507

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 nine months ended ~~September 25, 2022:~~October 1, 2023:

Americas EMEA Asia OEM Total
December 31, 2021 $ 1,676,224 $ 492,149 $ 223,819 $ 112,010 $ 2,504,202
Currency translation adjustment 51 (69,994) (18,962) — (88,905)
September 25, 2022 $ 1,676,275 $ 422,155 $ 204,857 $ 112,010 $ 2,415,297


	Americas		EMEA		Asia		OEM		Total
December 31, 2022	$	1,731,093	$	468,524	$	225,103	$	112,010	$	2,536,730




Currency translation adjustment	2,608		(4,011)		(7,022)		—		(8,425)
October 1, 2023	$	1,733,701	$	464,513	$	218,081	$	112,010	$	2,528,305

The gross carrying amount of, and accumulated amortization relating to, intangible assets as of ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021~~2022 were as follows:


		Gross Carrying Amount				Accumulated Amortization					Gross Carrying Amount				Accumulated Amortization
		September 25, 2022		December 31, 2021		September 25, 2022		December 31, 2021			October 1, 2023		December 31, 2022		October 1, 2023		December 31, 2022
Customer relationships	Customer relationships	$	1,312,787	$	1,328,611	$	(475,640)	$	(441,059)	Customer relationships	$	1,326,706	$	1,328,539	$	(542,216)	$	(497,335)
In-process research and development	In-process research and development	25,584		28,158		—		—		In-process research and development	26,979		27,075		—		—
Intellectual property	Intellectual property	1,464,558		1,440,643		(619,349)		(560,740)		Intellectual property	1,600,259		1,599,355		(714,308)		(646,643)
Distribution rights	Distribution rights	22,676		23,434		(20,466)		(20,630)		Distribution rights	23,087		23,115		(21,643)		(21,090)
Trade names	Trade names	532,680		549,269		(66,880)		(59,249)		Trade names	562,461		564,023		(80,787)		(71,128)
Non-compete agreements	Non-compete agreements	19,591		22,783		(19,282)		(22,153)		Non-compete agreements	21,311		21,429		(21,310)		(21,175)
		$	3,377,876	$	3,392,898	$	(1,201,617)	$	(1,103,831)		$	3,560,803	$	3,563,536	$	(1,380,264)	$	(1,257,371)

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 8 — Borrowings

Our borrowings at October 1, 2023 and December 31, 2022 were as follows:


	October 1, 2023		December 31, 2022
Senior Credit Facility:
Revolving credit facility, at a rate of 6.67% at October 1, 2023, due 2027	$	482,000	$	148,250
Term loan facility, at a rate of 6.67% at October 1, 2023, due 2027	490,625		500,000


4.625% Senior Notes due 2027	500,000		500,000
4.25% Senior Notes due 2028	500,000		500,000
Securitization program, at a rate of 6.29% at October 1, 2023	75,000		75,000
	2,047,625		1,723,250
Less: Unamortized debt issuance costs	(10,002)		(11,727)
	2,037,623		1,711,523
Current borrowings	(87,500)		(87,500)

Long-term borrowings	$	1,950,123	$	1,624,023

Note 9 — 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 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 nine months ended ~~September 25, 2022,~~October 1, 2023, we recognized ~~losses~~a loss of $1.0 million and ~~$4.2~~a gain of $1.0 million, respectively, related to non-designated foreign currency forward contracts. For the three and ninemonths ended September ~~26, 2021,~~25, 2022, we recognized losses of ~~$2.7~~$1.0 million and ~~$5.2~~$4.2 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 ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021~~2022 was ~~$161.8~~$238.1 million and ~~$149.5~~$184.8 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021~~2022 was ~~$153.4~~$140.3 million and ~~$161.2~~$152.9 million, respectively. All open foreign currency forward contracts as of ~~September 25, 2022~~October 1, 2023 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 five 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%~~4.88% for €219.2 million at an annual interest rate of ~~2.4595%~~2.46%. 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 six different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange ~~rate.~~rate (the "2018 Cross-currency swap"). Under the terms of the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of ~~4.625%~~4.63% for €433.9 million at an annual interest rate of ~~1.942%~~1.94%. The swap agreements are designed as net investment ~~hedges and expire on October 4, 2023.~~hedges. For further discussion related to the 2018 Cross-currency swap refer to subsequent event section below.

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.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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 nine months ended October 1, 2023 and September 25, ~~2022~~2022:


	Three Months Ended				Nine Months Ended
	October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
Foreign exchange gain	$	15,756	$	42,189	$	1,466	$	68,643
Interest benefit	5,171		5,531		15,459		15,677

Subsequent event

Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Foreign exchange gains $ 42,189 $ 8,873 $ 68,643 $ 19,360
Interest benefit 5,531 4,756 15,677 13,882
expire on October 4, 2025.

Balance sheet presentation

The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021:~~2022:


		September 25, 2022		December 31, 2021			October 1, 2023		December 31, 2022
		Fair Value					Fair Value
Asset derivatives:	Asset derivatives:					Asset derivatives:
Designated foreign currency forward contracts	Designated foreign currency forward contracts	$	5,414	$	1,957	Designated foreign currency forward contracts	$	4,288	$	3,154
Non-designated foreign currency forward contracts	Non-designated foreign currency forward contracts	1,241		56		Non-designated foreign currency forward contracts	158		41
Cross-currency interest rate swaps	Cross-currency interest rate swaps	28,536		21,718		Cross-currency interest rate swaps	67,500		48,503
Prepaid expenses and other current assets	Prepaid expenses and other current assets	35,191		23,731		Prepaid expenses and other current assets	71,946		51,698
Cross-currency interest rate swaps	Cross-currency interest rate swaps	97,047		9,560		Cross-currency interest rate swaps	—		11,912
Other assets	Other assets	97,047		9,560		Other assets	—		11,912
Total asset derivatives	Total asset derivatives	$	132,238	$	33,291	Total asset derivatives	$	71,946	$	63,610
Liability derivatives:	Liability derivatives:					Liability derivatives:
Designated foreign currency forward contracts	Designated foreign currency forward contracts	$	879	$	993	Designated foreign currency forward contracts	$	2,819	$	983
Non-designated foreign currency forward contracts	Non-designated foreign currency forward contracts	988		147		Non-designated foreign currency forward contracts	422		477
Other current liabilities	Other current liabilities	1,867		1,140		Other current liabilities	3,241		1,460

Total liability derivatives	Total liability derivatives	$	1,867	$	1,140	Total liability derivatives	$	3,241	$	1,460

See Note 1011 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. There was no ineffectiveness related to our cash flow hedges during the three and nine months ended October 1, 2023 and September 25, 2022.

Trade receivables

The allowance for credit losses as of October 1, 2023 and December 31, 2022 was $9.1 million and ~~September 26, 2021.~~$8.6 million, respectively. The current portion of the allowance for credit losses, which was $5.2 million and $4.9 million as of October 1, 2023 and December 31, 2022, respectively, was recognized as a reduction of accounts receivable, net.

1213

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

~~Trade receivables~~

The allowance for credit losses as of September 25, 2022 and December 31, 2021 was $7.6 million and $10.8 million, respectively. The current portion of the allowance for credit losses, which was $4.2 million and $6.0 million as of September 25, 2022 and December 31, 2021, respectively, was recognized as a reduction of accounts receivable, net.

Note 910 — Fair value measurement

The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021:~~2022:


		Total carrying value at September 25, 2022		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)			Total carrying value at October 1, 2023		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	Investments in marketable securities	$	8,859	$	8,859	$	—	$	—	Investments in marketable securities	$	4,761	$	4,761	$	—	$	—
Derivative assets	Derivative assets	132,238		—		132,238		—		Derivative assets	71,946		—		71,946		—
Derivative liabilities	Derivative liabilities	1,867		—		1,867		—		Derivative liabilities	3,241		—		3,241		—
Contingent consideration liabilities	Contingent consideration liabilities	3,183		—		—		3,183		Contingent consideration liabilities	18,302		—		—		18,302


		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)			Total carrying value at December 31, 2022		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	Investments in marketable securities	$	19,186	$	19,186	$	—	$	—	Investments in marketable securities	$	10,097	$	10,097	$	—	$	—
Derivative assets	Derivative assets	33,291		—		33,291		—		Derivative assets	63,610		—		63,610		—
Derivative liabilities	Derivative liabilities	1,140		—		1,140		—		Derivative liabilities	1,460		—		1,460		—
Contingent consideration liabilities	Contingent consideration liabilities	9,814		—		—		9,814		Contingent consideration liabilities	44,022		—		—		44,022

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.

Contingent consideration

Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are remeasured to fair value each reporting period using assumptions including estimated revenues (based on internal operational budgets and long-range strategic plans), discount rates, probability of payment and projected payment dates.

We determine the fair value of certain contingent consideration liabilities using a Monte Carlo simulation (which involves a simulation of future revenues during the earn-out period using management's best estimates) or discounted cash flow analysis. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The table below provides additional information regarding the valuation technique and inputs used in determining the fair value of our significant contingent consideration liabilities.

Contingent Consideration Liability

Valuation Technique

Unobservable Input

Revenue-based

Monte Carlo simulation

Revenue volatility

30.6

Risk free rate

Cost of debt structure

Projected year of payment

2024 - 2026

The following table provides information regarding changes in our contingent consideration liabilities for the three and nine months ended October 1, 2023:



	Contingent consideration
Balance – December 31, 2022	$	44,022
Payments	(1,238)
Revaluations	(24,482)

Balance – October 1, 2023	$	18,302

Note 1011 — 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		Nine Months Ended			Three Months Ended		Nine Months Ended
		September 25, 2022	September 26, 2021	September 25, 2022	September 26, 2021		October 1, 2023	September 25, 2022	October 1, 2023	September 25, 2022
Basic	Basic	46,906	46,810	46,894	46,749	Basic	46,992	46,906	46,974	46,894
Dilutive effect of share-based awards	Dilutive effect of share-based awards	357	642	443	682	Dilutive effect of share-based awards	307	357	330	443

Diluted	Diluted	47,263	47,452	47,337	47,431	Diluted	47,299	47,263	47,304	47,337

The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 0.8 million and 0.7 million for the three and nine months ended October 1, 2023, respectively, and 0.7 million and 0.5 million for the three and nine months ended September 25, 2022, ~~respectively, and 0.1 million for both the three and nine months ended September 26, 2021.~~respectively.

The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021:~~2022:

Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2021 $ 1,081 $ (138,290) $ (209,750) $ (346,959)
Other comprehensive income (loss) before reclassifications 6,871 1,980 (123,576) (114,725)
Amounts reclassified from accumulated other comprehensive income (1,335) 3,827 — 2,492
Net current-period other comprehensive income (loss) 5,536 5,807 (123,576) (112,233)
Balance as of September 25, 2022 $ 6,617 $ (132,483) $ (333,326) $ (459,192)

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 (77) 245 (33,307) (33,139)
Amounts reclassified from accumulated other comprehensive income 1,163 4,332 — 5,495
Net current-period other comprehensive income (loss) 1,086 4,577 (33,307) (27,644)
Balance as of September 26, 2021 $ 604 $ (145,680) $ (179,866) $ (324,942)


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2022	$	4,931	$	(135,799)	$	(272,654)	$	(403,522)
Other comprehensive income (loss) before reclassifications	9,109		(76)		(13,368)		(4,335)
Amounts reclassified from accumulated other comprehensive (loss) income	(8,320)		4,027		—		(4,293)
Net current-period other comprehensive income (loss)	789		3,951		(13,368)		(8,628)

Balance as of October 1, 2023	$	5,720	$	(131,848)	$	(286,022)	$	(412,150)

1415

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, 2021	$	1,081	$	(138,290)	$	(209,750)	$	(346,959)
Other comprehensive income (loss) before reclassifications	6,871		1,980		(123,576)		(114,725)
Amounts reclassified from accumulated other comprehensive (loss) income	(1,335)		3,827		—		2,492
Net current-period other comprehensive income (loss)	5,536		5,807		(123,576)		(112,233)

Balance as of September 25, 2022	$	6,617	$	(132,483)	$	(333,326)	$	(459,192)

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), expense, net of tax, for the three and nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021:~~2022:


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021			October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
(Gains) Loss on foreign exchange contracts:	(Gains) Loss on foreign exchange contracts:									(Gains) Loss on foreign exchange contracts:
Cost of goods sold	Cost of goods sold	$	(1,614)	$	164	$	(1,445)	$	1,143	Cost of goods sold	$	(3,499)	$	(1,614)	$	(8,734)	$	(1,445)
Total before tax	Total before tax	(1,614)		164		(1,445)		1,143		Total before tax	(3,499)		(1,614)		(8,734)		(1,445)
Taxes	Taxes	84		1		110		20		Taxes	34		84		414		110
Net of tax	Net of tax	(1,530)		165		(1,335)		1,163		Net of tax	(3,465)		(1,530)		(8,320)		(1,335)
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	1,758		2,121		5,747		6,408		Actuarial losses	1,851		1,758		5,986		5,747
Prior-service costs	Prior-service costs	(252)		(251)		(756)		(753)		Prior-service costs	(252)		(252)		(756)		(756)

Total before tax	Total before tax	1,506		1,870		4,991		5,655		Total before tax	1,599		1,506		5,230		4,991
Tax benefit	Tax benefit	(352)		(438)		(1,164)		(1,323)		Tax benefit	(368)		(352)		(1,203)		(1,164)
Net of tax	Net of tax	1,154		1,432		3,827		4,332		Net of tax	1,231		1,154		4,027		3,827
Total reclassifications, net of tax	Total reclassifications, net of tax	$	(376)	$	1,597	$	2,492	$	5,495	Total reclassifications, net of tax	$	(2,234)	$	(376)	$	(4,293)	$	2,492

(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 1112 — Taxes on income from continuing operations
Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Effective income tax rate 14.5% 13.0% 15.4% 14.1%

Three Months Ended

Nine Months Ended

October 1, 2023

September 25, 2022

October 1, 2023

September 25, 2022

Effective income tax rate

8.0%

14.5%

12.7%

15.4%

The effective income tax rates for the three and nine months ended ~~September 25, 2022~~October 1, 2023 were ~~14.5%~~8.0% and ~~15.4%~~12.7%, respectively. The effective income tax rates for the three and nine months ended ~~September 25, 2022 include higher~~October 1, 2023 reflect the tax ~~expense resulting from~~impact of a ~~U.S. law effective~~non-taxable contingent consideration adjustment recognized in ~~2022 requiring capitalization~~connection with a decrease in the estimated fair value of ~~certain research and development expenditures~~our contingent consideration liabilities and tax ~~expense~~benefits related to ~~non-deductible expenses associated with European Union Medical Device Regulation.~~the 2023 Footprint Realignment plan and the 2022 Restructuring plan. The effective income tax rates for the three and nine months ended September 26, 2021 reflect tax expense associated with the Respiratory business divestiture and a significant net tax benefit related to share-based compensation whereas, the effective income tax rate for the nine months ended September 26, 2021 reflects tax benefits associated with the Z-Medica acquisition, the extinguishment of debt, and the 2021 Restructuring Plan. Additionally, the effective income tax rates for all ~~of the~~ periods reflect a tax benefit from research and development ~~tax~~ credits.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which, among other things, implemented a 15% minimum tax on book income of certain large corporations. We continue to evaluate the impact the law will have on consolidated results of operations, but it is not expected to have a material effect on the consolidated financial statements.

Note 1213 — 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. Resource Conservation and Recovery Act and similar state laws. These laws require us to undertake certain

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

investigative and remedial activities at sites where we conduct or once conducted operations or at sites where Company-generated waste was disposed.

~~TELEFLEX INCORPORATED~~

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

~~(Unaudited)~~

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 ~~September 25, 2022,~~October 1, 2023, we have recorded ~~$2.0~~$2.5 million and ~~$4.0~~$4.1 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 ~~September 25, 2022.~~October 1, 2023. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10-15 years.

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 ~~September 25, 2022,~~October 1, 2023, we have recorded accrued liabilities of ~~$0.2~~$0.6 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 August 2022, the U.S. Department of Justice through the United States Attorney’s Office for the Northern District of Georgia (collectively, the “DOJ”) closed the previously disclosed investigation of one of our subsidiaries, NeoTract, Inc., under the civil False Claims Act, 31 U.S.C. §3729.

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.

Other: ~~We have been subject~~In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to ~~an investigation~~the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by ~~Chinese authorities~~which the regional ceilings for the given year were exceeded. Considerable uncertainty exists related to the enforceability of and implementation process for the payback law. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, which appeals remain pending. As of October 1, 2023, our reserve for this matter was $12.9 million, of which $2.2 million was recorded as a ~~technical error regarding our country~~reduction of ~~origin designation for certain products~~revenue in 2023. If the payback was to ultimately be enforced in its existing form, we ~~imported into China. Had the error not been made,~~estimate that we would ~~have~~be required to remit payments in excess of our current reserve of up to $18.6 million.

On April 4, 2023, one of our Mexican subsidiaries received a notification from the Mexican Federal Tax Administration Service (“SAT”) setting forth its preliminary findings with respect to a foreign trade operations audit carried out by SAT for the period from July 1, 2017 to June 6, 2019. The preliminary findings stated that our Mexican subsidiary did not evidence the export of goods temporarily imported under Mexico’s Manufacturing, Maquila and Export Services Industries Program (“IMMEX Program”), therefore triggering the potential obligation for payment of import duties, value added tax, customs processing fees and other fines and penalties. In response to the notification, our Mexican subsidiary has requested that the matter be referred to the Procuraduría de la Defensa del Contribuyente, or “PRODECON,” (local tax ombudsperson) to help facilitate the process. In June, SAT was provided with the appropriate documentation evidencing the export of the goods in accordance with the requirements of the IMMEX Program.

While we cannot predict with certainty the outcome of this audit, based on currently known information, we do not believe a loss is either probable or estimable. Accordingly, no loss contingency has been ~~obligated~~recorded in our financial statements as of October 1, 2023 related to this matter. However, if the final resolution of the matter is not favorable to us, our Mexican subsidiary may be required to make ~~increased tariff payments in late 2018 through the first quarter~~payment of ~~2021. In addition to the tariffs~~certain import duties, fines 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 penaltiessurcharges, which could be ~~between 30% and 200% of the increased tariff amount or between $3 million and $20 million.~~material.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of ~~September 25, 2022,~~October 1, 2023, the most significant tax examinations in process were in Ireland ~~Germany,~~ and ~~France.~~Germany. We may establish 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 1314 — Segment information

The following tables present our segment results for the three and nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021:~~2022:

Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Americas $ 405,038 $ 417,330 $ 1,195,739 $ 1,207,608
EMEA 128,437 143,882 410,535 442,264
Asia 82,025 74,956 227,824 219,249
OEM 71,288 64,083 198,947 178,528
Net revenues $ 686,788 $ 700,251 $ 2,033,045 $ 2,047,649
Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Americas $ 107,180 $ 112,476 $ 318,548 $ 301,457
EMEA 7,472 19,566 29,291 65,862
Asia 22,885 27,536 61,796 65,640
OEM 18,438 14,359 47,197 42,183
Total segment operating profit (1)
155,975 173,937 456,832 475,142
Unallocated expenses (2)
(23,530) 67,038 (85,694) (2,113)
Income from continuing operations before interest and taxes $ 132,445 $ 240,975 $ 371,138 $ 473,029


	Three Months Ended				Nine Months Ended
	October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
Americas	$	428,206	$	405,038	$	1,264,714	$	1,195,739
EMEA	142,723		128,437		433,872		410,535
Asia	93,151		82,025		258,560		227,824
OEM	82,309		71,288		243,434		198,947
Net revenues	$	746,389	$	686,788	$	2,200,580	$	2,033,045


	Three Months Ended				Nine Months Ended
	October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
Americas	$	126,340	$	107,180	$	341,261	$	318,548
EMEA	17,876		7,472		43,744		29,291
Asia	25,978		22,885		70,126		61,796
OEM	23,491		18,438		67,307		47,197
Total segment operating profit (1)	193,685		155,975		522,438		456,832
Unallocated expenses (2)	(28,375)		(23,530)		(98,593)		(85,694)
Income from continuing operations before interest and taxes	$	165,310	$	132,445	$	423,845	$	371,138

(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 nine months ended September 26, 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 and restructuring and impairment ~~charges and gain on sale of business.~~charges.

1718

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.

In May 2023, our Board of Directors approved the termination of the Teleflex Incorporated Retirement Income Plan (the “TRIP”), a U.S. defined benefit plan, effective as of August 1, 2023. The TRIP is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (“Code”). Participation in and accrual of benefits under the TRIP have been frozen since 2012, and, as of October 1, 2023, the TRIP assets exceeded the liabilities. In June 2023, we notified participants of our intent to terminate the TRIP and requested a determination letter from the Internal Revenue Services (“IRS”) stating that the TRIP satisfies the requirements, in form, to be tax-qualified under Code Section 401(a) upon termination. In September 2023, a notice of benefits was sent to participants, beneficiaries and alternate payees in connection with the proposed termination. Participants, beneficiaries and alternate payees who had not started their TRIP benefits were offered the opportunity to elect to receive their benefits in the form of a lump sum distribution in connection with the termination of the TRIP or to commence their benefits in the form of monthly annuity payments in accordance with TRIP terms. Because the TRIP is an ERISA plan, the termination is subject to approval by the Pension Benefit Guaranty Corporation (“PBGC”). In September 2023, we filed a termination notice with the PBGC for approval. After the termination has been approved by the PBGC, one or more annuity contracts with a qualifying insurer(s) will be purchased to provide TRIP benefits that have not already been distributed. While we expect to proceed with the termination, we may decide not to proceed for certain reasons including, for example, if the cost to terminate the TRIP exceeds our current expectations. Should the Company proceed with the termination, participants, beneficiaries, and alternate payees will each receive the full value of their benefit under the TRIP, paid either from TRIP assets or from an annuity contract purchase as described under this paragraph.

Upon settlement of the TRIP, we are required to remeasure the plan assets and obligation and will recognize a settlement loss for the recognition of the unrecognized losses in accumulated other comprehensive income including the effects of the remeasurement. As of October 1, 2023, the pre-tax accumulated other comprehensive loss related to the TRIP was approximately $200 million. We expect to recognize a portion of the settlement charge during the fourth quarter of 2023, when eligible participants who elect the lump sum option receive their payments, and we expect to recognize the remainder of the settlement charge upon annuitization of the TRIP benefits, which we expect to occur during 2024. Based on notices we have processed from participants electing the lump sum option to receive their payments, we estimate we will recognize a settlement charge of between $45 million and $55 million during the fourth quarter of 2023.

On ~~June 13, 2022,~~July 25, 2023, we ~~acquired~~executed a ~~privately-owned~~definitive agreement to acquire Palette Life Sciences AB (“Palette”), a privately held medical device company that ~~designed~~sells a ~~catheter~~portfolio of hyaluronic acid gel-based products primarily utilized in the treatment of urology diseases including a rectal spacing product ~~for an initial payment~~used in connection with radiation therapy treatment 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.~~prostate cancer. The acquisition ~~which is expected to~~will complement our interventional urology product ~~portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.~~portfolio. On October 10,

~~On September 27, 2022, the second day of the fourth quarter,~~

2023, we completed the acquisition of ~~Standard Bariatrics, Inc. (“Standard Bariatrics”), a privately-held medical device company that commercialized a powered stapling technology for bariatric surgery that will complement~~Palette using borrowings under our ~~surgical product portfolio.~~revolving credit facility and cash on hand. Under the terms of the agreement, we acquired ~~Standard Bariatrics~~Palette for an ~~upfront~~initial cash payment of ~~$170~~$600 million, with additional consideration of up to ~~$130~~$50 million payable upon the achievement of certain commercial milestones. The milestone payments are based on net sales growth over the three-year period following the closing of the transaction. The acquisition was financed using borrowings under the Company's revolving credit facility and cash on hand.

~~Economic factors impacting our business~~

The COVID-19 pandemic and related measures meant to reduce the spread of the virus continue to have an impact on our financial results and global operations. Along with staffing shortages at healthcare facilities 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 has generally had an adverse effect on macroeconomic conditions across the globe that has contributed to increased levels of overall cost inflation. While we have not yet experienced significant disruptions in our global manufacturing operations, constraints on the supply of specific raw materials used to manufacture our products along with logistical transport challenges have and continue to impact delivery times and have resulted in an increased level of backorders.

In addition to the impact of the COVID-19 pandemic, we continue to monitor the macro-economic impacts stemming from ongoing geopolitical conflicts that have contributed to continued inflation and exchange rate volatility.

We believe that the 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 COVID-19 becomes more prevalent or geopolitical conflicts escalate. As a result of the dynamic nature of each of these factors, we cannot accurately predict the extent or duration of the impacts 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 Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Net revenues $ 686.8 $ 700.3 $ 2,033.0 $ 2,047.6


	Three Months Ended				Nine Months Ended
	October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
Net revenues	$	746.4	$	686.8	$	2,200.6	$	2,033.0

Net revenues for the three months ended ~~September 25, 2022 decreased $13.5~~October 1, 2023 increased $59.6 million, or ~~1.9%~~8.7%, compared to the prior year period, primarily due to a $42.5 million decrease in sales volumes of existing products, $29.4 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales made to Medline pursuant to the MSTA. The decreases in revenue were partially offset by a $56.0$29.9 million increase in sales of new products, price increases and, ~~price increases.~~to a lesser extent, favorable fluctuations in foreign currency exchange rates.

Net revenues for the nine months ended ~~September 25, 2022 decreased $14.6~~October 1, 2023 increased $167.6 million, or ~~0.7%~~8.2%, compared to the prior year period, primarily due to ~~$66.1 million of unfavorable fluctuations in foreign currency exchange rates,~~ a $61.6 million decrease in sales volumes of existing products, a decrease in sales volumes attributed to the Respiratory business divestiture and a decrease in sales made to Medline pursuant to the MSTA. The decreases in revenue were partially offset by a $110.0$142.0 million increase in sales of new products and price ~~increases.~~increases, partially offset by a $31.4 million decrease in sales volume of existing products, notwithstanding the impact of a five-day increase in the number of shipping days during the nine months ended October 1, 2023. The increase in sales of new products and the decrease in sales of volumes of existing products primarily reflect the conversion to the next generation of an existing product.

Gross profit


		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
		September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021				October 1, 2023			September 25, 2022			October 1, 2023			September 25, 2022
Gross profit	Gross profit	$	374.0		$	387.8		$	1,109.0		$	1,129.9		Gross profit	$	416.3		$	374.0		$	1,215.5		$	1,109.0
Percentage of sales	Percentage of sales	54.4		%	55.4		%	54.5		%	55.2		%	Percentage of sales	55.8		%	54.4		%	55.2		%	54.5		%

Gross margin for the three months ended ~~September 25, 2022 decreased 100~~October 1, 2023 increased 140 basis points, or ~~1.8%~~2.6%, compared to the prior year period, primarily due to ~~an increase in~~price increases, benefits from cost improvement initiatives and lower logistics and distribution related costs, partially offset by continued cost inflation from macro-economic factors, specifically, ~~increased costs relating to logistics~~raw materials and ~~distribution, raw material and labor, partially offset by price increases.~~unfavorable fluctuations in foreign currency exchange rates.

Gross margin for the nine months ended ~~September 25, 2022 decreased~~October 1, 2023 increased 70 basis points, or 1.3%, compared to the prior year period, primarily due to ~~an increase in~~price increases, lower logistics and distribution related costs and benefits from cost improvement initiatives, partially offset by continued cost inflation from macro-economic factors, specifically, ~~increased costs relating~~raw materials, an unfavorable impact on manufacturing productivity due to ~~logistics and distribution,~~ raw material supply and ~~labor, partially offset~~an increase in costs associated with product recalls and quality issues.

On April 4, 2023, one of our Mexican subsidiaries received a notification from the Mexican Federal Tax Administration Service (“SAT”) setting forth its preliminary findings with respect to a foreign trade operations audit carried out by ~~price increases. Moreover, gross margin~~SAT for the ~~nine months ended September 26, 2021 reflected~~period from July 1, 2017 to June 6, 2019. The preliminary findings stated that our Mexican subsidiary did not evidence the ~~adverse impact~~export of goods temporarily imported under Mexico’s Manufacturing, Maquila and Export Services Industries Program (“IMMEX Program”), therefore triggering the potential obligation for payment of import duties, value added tax, customs processing fees and other fines and penalties. In response to the notification, our Mexican subsidiary has requested that the matter be referred to the Procuraduría de la Defensa del Contribuyente, or “PRODECON,” (local tax ombudsperson) to help facilitate the process. In June, SAT was provided with the appropriate documentation evidencing the export of the ~~step-up~~goods in ~~carrying value of inventory recognized in connection~~accordance with the ~~Z-Medica acquisition.~~requirements of the IMMEX Program.

While we cannot predict with certainty the outcome of this audit, based on currently known information, we do not believe a loss is either probable or estimable. Accordingly, no loss contingency has been recorded in our financial statements as of October 1, 2023 related to this matter. However, if the final resolution of the matter is not favorable to us, our Mexican subsidiary may be required to make payment of certain import duties, fines and surcharges, which could be material.

Selling, general and administrative


		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
		September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021				October 1, 2023			September 25, 2022			October 1, 2023			September 25, 2022
Selling, general and administrative	Selling, general and administrative	$	209.6		$	205.2		$	630.4		$	632.5		Selling, general and administrative	$	213.2		$	209.6		$	669.2		$	630.4
Percentage of sales	Percentage of sales	30.5		%	29.3		%	31.0		%	30.9		%	Percentage of sales	28.6		%	30.5		%	30.4		%	31.0		%

Selling, general and administrative expenses for the three months ended ~~September 25, 2022~~October 1, 2023 increased ~~$4.4~~$3.6 million, compared to the prior year period primarily due to higher sales expenses across certain of our product portfolios, ~~and a benefit recognized in the prior year resulting from the reversal of a contingent liability~~higher performance related ~~to tariffs imposed~~employee-benefit costs, higher expenses incurred by ~~Chinese authorities, which is described in Note 12 to the condensed consolidated financial statements, partially offset by favorable~~acquired businesses, primarily Standard Bariatrics, unfavorable fluctuations in foreign currency exchange rates and, ~~lower performance~~to a lesser extent, higher IT related ~~employee-benefit expenses.~~

costs. The increases in selling, general and administrative expenses were partially offset by a decrease in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities.

Selling, general and administrative expenses for the nine months ended ~~September 25, 2022 decreased $2.1~~October 1, 2023 increased $38.8 million, compared to the prior year period primarily due to ~~favorable fluctuations in foreign currency exchange rates, a decrease in contingent consideration expense and lower performance related employee-benefit expenses, partially offset by~~ higher sales expenses across certain of our product portfolios, higher operating expenses incurred by acquired businesses, primarily Standard Bariatrics, higher IT related costs and higher performance related employee-benefit costs. The increases in selling, general and administrative expenses were partially offset by a ~~benefit recognized~~decrease in contingent consideration expense resulting from changes in the ~~prior year resulting from the reversal~~estimated fair value of aour contingent ~~liability related to tariffs imposed by Chinese authorities.~~consideration liabilities.

Research and development


		Three Months Ended						Nine Months Ended						Three Months Ended					Nine Months Ended
		September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021					October 1, 2023			September 25, 2022			October 1, 2023			September 25, 2022
Research and development	Research and development	$	37.8		$	31.8		$	111.1		$	95.0			Research and development	$	37.6		$	37.8		$	118.5		$	111.1
Percentage of sales	Percentage of sales	5.5		%	4.5		%	5.5		%	4.6		%		Percentage of sales	5.0		%	5.5		%	5.4		%	5.5		%

The ~~increase~~decrease in research and development expenses for the three months ended ~~September 25, 2022~~October 1, 2023 compared to the prior year period was primarily attributable to lower expenses related to the European Union Medical Device Regulation ~~("EU MDR")~~ related costs, ~~and~~partially offset by higher project spend within certain of our product ~~portfolios.~~portfolios and expenses incurred by Standard Bariatrics.

The increase in research and development expenses for the nine months ended ~~September 25, 2022~~October 1, 2023 compared to the prior year period was primarily attributable to ~~EU MDR~~higher project spend within certain of our product portfolios and expenses incurred by Standard Bariatrics, partially offset by lower expenses related to the European Union Medical Device Regulation related costs.

Restructuring and impairment charges

Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Restructuring and impairment charges $ 0.6 $ 1.0 $ 3.0 $ 20.5


	Three Months Ended				Nine Months Ended
	October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
Restructuring and impairment charges	$	0.2	$	0.6	$	4.0	$	3.0

Restructuring ~~and impairment credits~~charges for the three months ended ~~September 25, 2022~~October 1, 2023 primarily consisted of ~~restructuring costs~~termination benefits related to the ~~2018~~2023 Footprint realignment plan, partially offset by credits due to changes in estimates with respect to termination benefits related to the Respiratory divestiture plan.

Restructuring ~~and impairment~~ charges for the nine months ended ~~September 25, 2022~~October 1, 2023 primarily consisted of ~~an impairment charge~~termination benefits related to ~~our decision~~the 2023 Footprint realignment plan and the 2022 Restructuring plan, partially offset by credits due to ~~abandon~~changes in estimates with respect to termination benefits related to the Respiratory divestiture plan.

2023 Footprint Realignment plan

During the third quarter of 2023, we initiated a restructuring plan primarily involving the relocation of certain ~~assets.~~

~~Ongoing~~

manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions (the "2023 Footprint realignment plan"). We estimate that we will incur $11 million to $15 million in aggregate pre-tax restructuring ~~plans~~and restructuring related charges in connection with the 2023 Footprint Realignment plan. We expect this plan will be substantially completed by the end of 2027.

We expect to begin realizing plan-related savings in 2024 and expect to achieve annual pre-tax savings of $2 million to $4 million once the plan is fully implemented.

Respiratory divestiture plan

We have an ongoing restructuring ~~plan,~~initiative, 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~~$22 million to ~~$30~~$24 million.

We ~~also have ongoing restructuring plans consisting~~expect this plan will be substantially completed by the end 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 $56 million to $60 million and $108 million to $116 million, respectively, and expect to achieve annual pre-tax savings of $20 million to $22 million and $27 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.

~~Gains on sale of asset~~Interest income and ~~business~~

Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Gains on sale of asset and business $ 6.5 $ 91.2 $ 6.5 $ 91.2

During the three and nine months ended September 25, 2022, we recognized a gain related to a sale of a building. During the three and nine months ended September 26, 2021, we recognized a gain related to the Respiratory business divestiture.

~~Interest~~ expense


		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
		September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021				October 1, 2023			September 25, 2022			October 1, 2023			September 25, 2022
Interest expense	Interest expense	$	13.4		$	12.0		$	35.2		$	45.0		Interest expense	$	23.2		$	13.4		$	59.3		$	35.2
Average interest rate on debt	Average interest rate on debt	3.0		%	2.0		%	2.5		%	2.3		%	Average interest rate on debt	4.6		%	3.0		%	4.3		%	2.5		%
Interest income														Interest income	$	(7.5)		$	(0.1)		$	(9.5)		$	(0.6)

The increase in interest expense for the three months ended ~~September 25, 2022~~October 1, 2023 compared to the prior year period was primarily due to a higher average interest ~~rate~~rates resulting from increases in interest rates associated with our variable interest rate debt instruments ~~partially offset by a decrease~~and an increase in average debt outstanding.

The ~~decrease~~increase in interest expense for the nine months ended ~~September 25, 2022~~October 1, 2023 compared to the prior year period was primarily due to ~~a decrease in average debt outstanding partially offset by a~~ higher average interest ~~rate~~rates resulting from increases in interest rates associated with our variable interest rate debt instruments.

Interest income for the three and nine months ended October 1, 2023 increased compared to the prior year periods primarily due to higher investments in time deposits and money market mutual funds.

Taxes on income from continuing operations

Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Effective income tax rate 14.5 % 13.0 % 15.4 % 14.1 %


	Three Months Ended				Nine Months Ended
	October 1, 2023		September 25, 2022		October 1, 2023		September 25, 2022
Effective income tax rate	8.0	%	14.5	%	12.7	%	15.4	%

The effective income tax rates for the three and nine months ended ~~September 25, 2022 include higher~~October 1, 2023 reflect the tax ~~expense resulting from~~impact of a ~~U.S. law effective~~non-taxable contingent consideration adjustment recognized in ~~2022 requiring capitalization~~connection with a decrease in the estimated fair value of ~~certain research and development expenditures~~our contingent consideration liabilities and tax ~~expense~~benefits related to ~~non-deductible expenses associated with European Union Medical Device Regulation.~~the 2023 Footprint Realignment plan and the 2022 Restructuring plan. The effective income tax rates for the three and nine months ended September 26, 2021 reflect tax expense associated with the Respiratory business divestiture and a significant net tax benefit related to share-based compensation whereas, the effective income tax rate for the nine months ended September 26, 2021 reflects tax benefits associated with the Z-Medica acquisition, the extinguishment of debt, and the 2021 Restructuring Plan. Additionally, the effective income tax rates for all ~~of the~~ periods reflect a tax benefit from research and development ~~tax~~ credits.


Segment net revenues
	Three Months Ended					Nine Months Ended
	October 1, 2023		September 25, 2022		% Increase/(Decrease)	October 1, 2023		September 25, 2022		% Increase/ (Decrease)



Americas	$	428.2	$	405.1	5.7	$	1,264.7	$	1,195.7	5.8
EMEA	142.7		128.4		11.1	433.9		410.5		5.7
Asia	93.2		82.0		13.6	258.6		227.8		13.5
OEM	82.3		71.3		15.5	243.4		199.0		22.4

Segment net revenues	$	746.4	$	686.8	8.7	$	2,200.6	$	2,033.0	8.2

~~Segment Financial Information~~

Segment net revenues
Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 % Increase/(Decrease) September 25, 2022 September 26, 2021 % Increase/(Decrease)
Americas $ 405.1 $ 417.3 (2.9) $ 1,195.7 $ 1,207.6 (1.0)
EMEA 128.4 143.9 (10.7) 410.5 442.3 (7.2)
Asia 82.0 75.0 9.4 227.8 219.2 3.9
OEM 71.3 64.1 11.2 199.0 178.5 11.4
Segment net revenues $ 686.8 $ 700.3 (1.9) $ 2,033.0 $ 2,047.6 (0.7)
Segment operating profit
Three Months Ended Nine Months Ended
September 25, 2022 September 26, 2021 % Increase/(Decrease) September 25, 2022 September 26, 2021 % Increase/(Decrease)
Americas $ 107.2 $ 112.5 (4.7) $ 318.5 $ 301.4 5.7
EMEA 7.5 19.6 (61.8) 29.3 65.9 (55.5)
Asia 22.9 27.5 (16.9) 61.8 65.6 (5.9)
OEM 18.4 14.4 28.4 47.2 42.2 11.9
Segment operating profit (1)
$ 156.0 $ 174.0 (10.3) $ 456.8 $ 475.1 (3.9)


Segment operating profit
	Three Months Ended					Nine Months Ended
	October 1, 2023		September 25, 2022		% Increase/(Decrease)	October 1, 2023		September 25, 2022		% Increase/ (Decrease)



Americas	$	126.3	$	107.2	17.9	$	341.3	$	318.5	7.1
EMEA	17.9		7.5		139.2	43.7		29.3		49.3
Asia	26.0		22.9		13.5	70.1		61.8		13.5
OEM	23.5		18.4		27.4	67.3		47.2		42.6

Segment operating profit (1)	$	193.7	$	156.0	24.2	$	522.4	$	456.8	14.4

(1)See Note 1314 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 nine months ended October 1, 2023 and September 25, 2022 ~~and September 26, 2021~~

Americas

Americas net revenues for the three months ended ~~September 25, 2022 decreased $12.2~~October 1, 2023 increased $23.1 million, or ~~2.9%~~5.7%, compared to the prior year period, which was primarily attributable to a ~~$60.6 million decrease in sales volumes of existing products and an $8.9 million decrease in sales made to Medline pursuant to the MSTA, partially offset by a $52.5~~$20.6 million increase in sales of new products and price ~~increases.~~increases, partially offset by a $12.2 million decrease in sales volume of existing products.

Americas net revenues for the nine months ended ~~September 25, 2022 decreased $11.9~~October 1, 2023 increased $69.0 million, or ~~1.0%~~5.8%, compared to the prior year period, which was primarily attributable to a ~~$122.3 million decrease in sales volumes of existing products and a decrease in sales made to Medline pursuant to the MSTA, partially offset by a $103.6~~$120.6 million increase in sales of new products and price ~~increases.~~increases, partially offset by a $86.4 million decrease in sales volume of existing products, notwithstanding the impact of a five-day increase in the number of shipping days during the nine months ended October 1, 2023.

The increase in sales of new products and the decrease in sales of volumes of existing products in both periods primarily reflect the conversion to the next generation of an existing product.

Americas operating profit for the three months ended ~~September 25, 2022 decreased $5.3~~October 1, 2023 increased $19.1 million, or 4.7%, compared to the prior year period, which was primarily attributable to a decrease in gross profit resulting from lower sales and cost inflation, partially offset by price increases. The decrease in operating profit was also due to higher sales expenses across certain of our product portfolios.

~~Americas operating profit for the nine months ended September 25, 2022 increased $17.1 million, or 5.7%~~17.9%, compared to the prior year period, which was primarily attributable to a decrease in contingent consideration expense ~~and lower general and administrative expenses, partially offset by higher sales expenses across certain~~resulting from changes in the estimated fair value of our ~~product portfolios.~~

~~EMEA~~

EMEA net revenues for the three months ended September 25, 2022 decreased $15.5 million, or 10.7%, compared to the prior year period, which was primarily attributable to $19.6 million of unfavorable fluctuations in foreign currency exchange rates, partially offset by an increase in sales volumes of existing products.

EMEA net revenues for the nine months ended September 25, 2022 decreased $31.8 million, or 7.2%, compared to the prior year period, which was primarily attributable to $45.2 million of unfavorable fluctuations in foreign currency exchange ratescontingent consideration liabilities and ~~a decrease in sales volumes attributed to the Respiratory business divestiture, partially offset by an $18.4 million increase in sales volumes of existing products.~~

EMEA operating profit for the three and nine months ended September 25, 2022 decreased $12.1 million, or 61.8%, and $36.6 million, or 55.5%, respectively, compared to the prior year period, which was primarily attributable to unfavorable fluctuations in foreign currency exchange rates and an increase in EU MDR costs within research and development.

~~Asia~~

Asia net revenues for the three months ended September 25, 2022 increased $7.0 million, or 9.4%, compared to the prior year period, which was primarily attributable to a $10.5 million increase in sales volumes of existing products and sales of new products, partially offset by $6.9 million of unfavorable fluctuations in foreign currency exchange rates.

Asia net revenues for the nine months ended September 25, 2022 increased $8.6 million, or 3.9%, compared to the prior year period, which was primarily attributable to a $24.8 million increase in sales volumes of existing products, partially offset by $14.4 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales volumes attributed to the Respiratory business divestiture.

Asia operating profit for the three months ended September 25, 2022 decreased $4.6 million, or 16.9%, compared to the prior year period, which was primarily attributable to a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, which is described in Note 12 to the condensed consolidated financial statements, and unfavorable fluctuations in foreign currency exchange rates, partially offset by an increase in gross profit resulting from higher sales and price increases. The increases in operating profit were partially offset by an increase in sales expenses to support higher sales.

~~Asia~~Americas operating profit for the nine months ended ~~September 25, 2022 decreased $3.8~~October 1, 2023 increased $22.8 million, or ~~5.9%~~7.1%, compared to the prior year period, which was primarily attributable to a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, partially offset by an increase in gross profit resulting from higher sales.

~~OEM~~

OEM net revenues for the three months ended September 25, 2022 increased $7.2 million, or 11.2%, compared to the prior year period, which was primarily attributable to a $5.7 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 nine months ended September 25, 2022 increased $20.5 million, or 11.4%, compared to the prior year period, which was primarily attributable to a $17.6 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 nine months ended September 25, 2022 increased $4.0 million, or 28.4%, and $5.0 million, or 11.9%, respectively,~~ compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales ~~volume,~~and price increases and a decrease in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities. The increases in operating profit were partially offset by an increase in ~~general~~sales expenses to support higher sales and ~~administrative~~an increase in research and development expenses across certain of our product portfolios.

EMEA

EMEA net revenues for the three months ended October 1, 2023 increased $14.3 million, or 11.1%, compared to the prior year period, which was primarily attributable to $8.8 million in favorable fluctuations in foreign currency exchange rates and price increases.

EMEA net revenues for the nine months ended October 1, 2023 increased $23.4 million, or 5.7%, compared to the prior year period, which was primarily attributable to a $8.3 million increase in sales volume of existing products reflecting, in part, the impact of an increase in the number of shipping days, price increases and an increase in sales of new products.

EMEA operating profit for the three and nine months ended October 1, 2023 increased $10.4 million, or 139.2%, and $14.4 million, or 49.3%, respectively, compared to the prior year periods, which was primarily attributable to favorable fluctuations in foreign currency exchange rates and lower expenses related to the European Union Medical Device Regulation within research and development expenses.

Asia

Asia net revenues for the three months ended October 1, 2023 increased $11.2 million, or 13.6%, compared to the prior year period, which was primarily attributable to a $7.6 million increase in sales of new products, an

increase in sales volume of existing products and, to a lesser extent, price increases. The increases in net revenues were partially offset by unfavorable fluctuations in foreign currency exchange rates.

Asia net revenues for the nine months ended October 1, 2023 increased $30.8 million, or 13.5%, compared to the prior year period, which was primarily attributable to a $20.1 million increase in sales volume of existing products and a $17.2 million increase in sales of new products, partially offset by unfavorable fluctuations in foreign currency exchange rates.

Asia operating profit for the three and nine months ended October 1, 2023 increased $3.1 million, or 13.5%, and $8.3 million, or 13.5%, respectively, compared to the prior year periods, which was primarily attributable to an increase in gross profit resulting from higher sales, partially offset by unfavorable fluctuations in foreign currency exchange rates and an increase in sales expenses to support higher sales.

OEM

OEM net revenues for the three months ended October 1, 2023 increased $11.0 million, or 15.5%, compared to the prior year period, which was primarily attributable to price increases and a $3.9 million increase in sales volume of existing products.

OEM net revenues for the nine months ended October 1, 2023 increased $44.4 million, or 22.4%, compared to the prior year period, which was primarily attributable to a $26.6 million increase in sales volume of existing products and price increases.

OEM operating profit for the three and nine months ended October 1, 2023 increased $5.1 million, or 27.4%, and $20.1 million, or 42.6%, respectively, compared to the respective prior year periods, which was primarily attributable to an increase in gross profit resulting from price increases and higher sales, partially offset by higher research and development 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.

On October 4, 2023, the third day of our fourth quarter, the agreements related to our 2018 Cross-currency swap matured resulting in $43.0 million in cash settlement proceeds. On October 2, 2023, we executed new cross-currency swap agreements with six 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 swap agreements, we notionally exchanged $500 million at an interest rate of 4.63% for €474.7 million at an interest rate of 3.05%. The swap agreements, which expire on October 4, 2025, are designated as net investment hedges and require an exchange of the notional amounts upon expiration or the earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement. As a result, we may be required to pay (or be entitled to receive) an amount equal to the difference, on the expiration or earlier termination date, between the U.S. dollar equivalent of the €474.7 million notional amount and the $500 million notional amount. The swap agreements entail risk that the counterparties will not fulfill their obligations under the agreements. However, we believe the risk is reduced because we have entered into separate agreements with six different counterparties, all of whom are large, well-established financial institutions. Based on the U.S. dollar to euro currency exchange rate in effect on October 4, 2023, and assuming exchange rates remain constant throughout the two-year term of the swap agreements, we would realize a reduction in annual cash interest expense of $7.9 million.

Cash Flows

Net cash provided by operating activities from continuing operations was $372.4 million for the nine months ended October 1, 2023 as compared to $244.4 million for the nine months ended September 25, ~~2022 as compared to $450.5~~2022. The $128.0 million ~~for the nine months ended September 26, 2021. The $206.1 million decrease~~increase was primarily attributable to ~~unfavorable~~favorable operating results, ~~higher~~lower tax payments ~~higher payroll~~ and ~~benefit related payments and unfavorable~~favorable changes in working capital. The favorable changes in working capital were primarily driven by ~~an increase in~~lower inventory purchases stemming from the build up on inventory in the prior year due to ~~support business growth.~~elevated global supply chain volatility.

Net cash used in investing activities from continuing operations was ~~$57.2~~$57.7 million for the nine months ended ~~September 25, 2022,~~October 1, 2023, and primarily consisted of ~~$52.6~~$63.8 million of capital expenditures, ~~and $27.3 million in net payments for businesses and intangibles acquired,~~ partially offset by ~~$12.4 million in proceeds from the sale of business and assets and $10.3 million in~~ net interest proceeds on swaps designated as net investment ~~hedges.~~hedges of $10.3 million.

Net cash ~~used in~~provided by financing activities from continuing operations was ~~$200.4~~$276.0 million for the nine months ended ~~September 25, 2022,~~October 1, 2023, and primarily consisted of ~~$144.3~~$324.4 million ~~of repayments~~net proceeds from borrowings resulting from a $600 million draw on our ~~senior credit~~Senior Credit facility ~~and $47.8~~to fund the fourth quarter acquisition of Palette, partially offset by previous payments against the Senior Credit facility. Net cash provided by financing activities for the year also reflects $47.9 million in dividend payments.

Borrowings

The ~~indenture~~indentures 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 ~~September 25, 2022,~~October 1, 2023, we were in compliance with these requirements.

The obligations under ~~the Credit Agreement,~~our senior credit agreement (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 ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021~~2022 and for the nine months ended ~~September 25, 2022~~October 1, 2023 is as follows:

Nine Months Ended
September 25, 2022
Obligor Group Intercompany Obligor Group (excluding Intercompany)
Net revenue $ 1,444.7 $ 150.6 $ 1,294.1
Cost of goods sold 828.8 168.2 660.6
Gross profit 615.9 (17.6) 633.5
Income from continuing operations 224.3 103.9 120.4
Net income 224.1 103.9 120.2
September 25, 2022 December 31, 2021
Obligor Group Intercompany Obligor Group
(excluding Intercompany) Obligor Group Intercompany Obligor Group
(excluding Intercompany)
Total current assets $ 943.2 $ 103.8 $ 839.4 $ 812.5 $ 53.6 $ 758.9
Total assets 3,206.1 1,399.0 1,807.1 3,084.4 1,419.4 1,665.0
Total current liabilities 813.5 536.4 277.1 879.7 523.6 356.1
Total liabilities 3,295.0 892.2 2,402.8 3,541.2 886.8 2,654.4


	Nine Months Ended
	October 1, 2023
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)
Net revenue	$	1,610.6	$	220.0	$	1,390.6
Cost of goods sold	1,065.4		336.9		728.5
Gross profit	545.2		(116.9)		662.1
Income from continuing operations	151.6		75.8		75.8
Net income	150.4		75.8		74.6



	October 1, 2023						December 31, 2022
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)		Obligor Group		Intercompany		Obligor Group (excluding Intercompany)

Total current assets	$	1,580.0	$	156.2	$	1,423.8	$	878.3	$	110.5	$	767.8
Total assets	4,061.2		1,565.7		2,495.5		3,420.3		1,510.9		1,909.4
Total current liabilities	1,079.7		836.9		242.8		882.9		627.9		255.0
Total liabilities	3,668.4		952.1		2,716.3		3,168.0		712.3		2,455.7

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~~2022 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,~~2022, 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; the impact of inflation and disruptions in our ~~inability to provide products to~~global supply chain on us and our ~~customers, which may be due to, among other things, events that impact key distributors,~~suppliers (particularly sole-source suppliers and ~~vendors that sterilize~~providers of sterilization services), including fluctuations in the cost and availability of resins and other raw materials, as well as certain components, used in the production or sterilization of our ~~products;~~products, transportation constraints and delays, product shortages, energy shortages or increased energy costs, labor shortages in the United States and elsewhere, and increased operating and labor costs; 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;~~programs; our inability to realize anticipated savings resulting from restructuring ~~plans;~~plans and programs; 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~~conflicts in Ukraine and ~~Ukraine;~~Israel; public health epidemics including the novel coronavirus (referred to as COVID-19); difficulties in entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, ~~"Risk~~Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. 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.~~2022.

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.

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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 ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021,~~2022, we had accrued liabilities of approximately ~~$0.2~~$0.6 million and $0.5 million, respectively, 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.~~2022. There have been no significant changes in risk factors for the quarter ended ~~September 25, 2022.~~October 1, 2023.

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.~~

Rule 10b5-1 Trading Plans

During the quarter ended October 1, 2023, none of our directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1.

Certificate of Incorporation

At our 2023 Annual Meeting of Stockholders held on May 5, 2023 (the “2023 Annual Meeting”), our stockholders approved, among other things, proposals to (i) amend our Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions; and (ii) approve our 2023 Stock Incentive Plan (collectively, the "2023 Stockholder Actions"). The 2023 Stockholder Actions are described more fully in our definitive proxy statement for the 2023 Annual Meeting, filed with the SEC on March 31, 2023, and the voting results from the meeting, which were overwhelmingly in favor of both of the 2023 Stockholder Actions, are set forth in our Current Report on Form 8-K filed with the SEC on May 11, 2023. The record date established for the 2023 Annual Meeting was March 3, 2023, which exceeded by one business day the maximum of 60 days by which a record date is permitted to precede a meeting of stockholders under the Delaware General Corporation Law (the “DGCL”) and our Amended and Restated Bylaws. In August 2023, we filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the DGCL seeking an order validating and declaring effective the 2023 Stockholder Actions. On September 18, 2023, the Court of Chancery issued an order approving our petition in full.

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Item 6. Exhibits

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


Exhibit No.		Description

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 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 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 ~~September 25, 2022,~~October 1, 2023, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three and nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021;~~2022; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021;~~2022; (iv) the Condensed Consolidated Balance Sheets as of ~~September 25, 2022~~October 1, 2023 and December 31, ~~2021;~~2022; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021;~~2022; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and nine months ended October 1, 2023 and September 25, ~~2022 and September 26, 2021;~~2022; 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 ~~September 25, 2022,~~October 1, 2023, formatted in inline XBRL (included in Exhibit 101.1).

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~~22SIGNATURES~~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: ~~October 27, 2022~~November 3, 2023

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