Condensed consolidating guarantor financial information | Condensed consolidating guarantor financial information In April 2015, pursuant to an exchange offer registered under the Securities Act of 1933, Teleflex Incorporated (referred to below as “Parent Company”) exchanged $250 million of its 5.25% Senior Notes due 2024 for a like principal amount of substantially identical notes that it issued in a private placement in May 2014. The notes are guaranteed, jointly and severally, by certain 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. The Company’s condensed consolidating statements of income and comprehensive income (loss) for the three and six months ended June 28, 2015 and June 29, 2014 , condensed consolidating balance sheets as of June 28, 2015 and December 31, 2014 and condensed consolidating statements of cash flows for the six months ended June 28, 2015 and June 29, 2014 , provide consolidated information for: a. Parent Company, the issuer of the guaranteed obligations; b. Guarantor Subsidiaries, on a combined basis; c. Non-guarantor subsidiaries, on a combined basis; and d. Parent Company and its subsidiaries on a consolidated basis. The same accounting policies as described in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidated financial information, except for the use by the Parent Company and Guarantor Subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Consolidating entries and eliminations in the following condensed consolidated financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the Non-guarantor subsidiaries, (b) eliminate the investments in subsidiaries and (c) record consolidating entries. The condensed consolidating statement of cash flows for the Non-guarantor subsidiaries and eliminations for the six months ended June 29, 2014 have been revised to properly reflect that intercompany dividends paid and intercompany dividends received were between Non-guarantor subsidiaries. Previously, intercompany dividends paid and received among Non-guarantor subsidiaries were presented on a gross basis resulting in the overstatement or understatement of cash flows from operations, investing and financing activities. To eliminate this error, the condensed consolidating statement of cash flows for the six months ended June 29, 2014 have been revised as follows: In the Non-guarantor subsidiaries column, net cash (used in) provided by operating activities from continuing operations has been changed from ($33,864) to ($105,302) , intercompany dividends received (within cash flows from investing activities of continuing operations) has been changed from $229,782 to $0 and intercompany dividends paid (within cash flows from financing activities of continuing operations) changed from ($303,827) to ($3,135) . In the eliminations column, net cash (used in) provided by operating activities from continuing operations changed from ($74,045) to ($3,135) , intercompany dividends received changed from ($229,782) to $0 and intercompany dividends paid changed from $303,827 to $3,135 . The Company also made revisions to the classification of certain balances related to intercompany transactions in the condensed consolidating statements of income and comprehensive income (loss) for the three and six months ended June 29, 2014 and the condensed consolidating balance sheet at December 31, 2014 as well as the condensed consolidating statement of cash flows for the six months ended June 29, 2014 . These revisions, individually and in the aggregate, had no impact on the consolidated results of the Company and are not material to the condensed consolidating guarantor financial information for any of the previously filed periods. The Company will revise its condensed consolidated guarantor financial information for the interim periods ended September 28, 2014 and March 29, 2015 in Forms 10-Q to be filed for the fiscal quarters ending September 27, 2015 and March 27, 2016, respectively, and will revise its condensed consolidated guarantor financial information for the annual periods ended December 31, 2014 and 2013 in its Form 10-K to be filed for the fiscal year ending December 31, 2015. TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 28, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 269,703 $ 276,258 $ (93,916 ) $ 452,045 Cost of goods sold — 158,718 152,355 (92,265 ) 218,808 Gross profit — 110,985 123,903 (1,651 ) 233,237 Selling, general and administrative expenses 8,663 82,844 50,964 (243 ) 142,228 Research and development expenses — 4,894 8,549 — 13,443 Restructuring and impairment charges — 591 (11 ) — 580 (Loss) income from continuing operations before interest, extinguishment of debt and taxes (8,663 ) 22,656 64,401 (1,408 ) 76,986 Interest, net 33,358 (18,565 ) 1,260 — 16,053 Loss on extinguishment of debt, net 10,454 — — — 10,454 (Loss) income from continuing operations before taxes (52,475 ) 41,221 63,141 (1,408 ) 50,479 (Benefit) taxes on income from continuing operations (17,941 ) 14,917 8,463 (159 ) 5,280 Equity in net income of consolidated subsidiaries 79,246 51,964 122 (131,332 ) — Income from continuing operations 44,712 78,268 54,800 (132,581 ) 45,199 Operating loss from discontinued operations (145 ) — — — (145 ) Taxes on loss from discontinued operations 4 — 41 — 45 Loss from discontinued operations (149 ) — (41 ) — (190 ) Net income 44,563 78,268 54,759 (132,581 ) 45,009 Less: Income from continuing operations attributable to noncontrolling interests — — 446 — 446 Net income attributable to common shareholders 44,563 78,268 54,313 (132,581 ) 44,563 Other comprehensive income attributable to common shareholders 20,986 45,015 24,340 (69,355 ) 20,986 Comprehensive income attributable to common shareholders $ 65,549 $ 123,283 $ 78,653 $ (201,936 ) $ 65,549 Three Months Ended June 29, 2014 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 290,280 $ 317,651 $ (139,826 ) $ 468,105 Cost of goods sold — 176,028 177,009 (129,020 ) 224,017 Gross profit — 114,252 140,642 (10,806 ) 244,088 Selling, general and administrative expenses 11,025 76,575 59,135 108 146,843 Research and development expenses — 12,885 1,985 — 14,870 Restructuring and impairment charges — 8,679 (1,056 ) — 7,623 (Loss) income from continuing operations before interest and taxes (11,025 ) 16,113 80,578 (10,914 ) 74,752 Interest, net 35,155 (20,740 ) 1,501 — 15,916 (Loss) income from continuing operations before taxes (46,180 ) 36,853 79,077 (10,914 ) 58,836 (Benefit) taxes on income from continuing operations (15,710 ) 13,535 14,344 (2,163 ) 10,006 Equity in net income of consolidated subsidiaries 78,802 57,250 98 (136,150 ) — Income from continuing operations 48,332 80,568 64,831 (144,901 ) 48,830 Operating loss from discontinued operations (1,594 ) — — — (1,594 ) (Benefit) taxes on loss from discontinued operations (514 ) — 45 — (469 ) Loss from discontinued operations (1,080 ) — (45 ) — (1,125 ) Net income 47,252 80,568 64,786 (144,901 ) 47,705 Less: Income from continuing operations attributable to noncontrolling interests — — 453 — 453 Net income attributable to common shareholders 47,252 80,568 64,333 (144,901 ) 47,252 Other comprehensive income (loss) attributable to common shareholders 1,862 (2,607 ) (5,984 ) 8,591 1,862 Comprehensive income attributable to common shareholders $ 49,114 $ 77,961 $ 58,349 $ (136,310 ) $ 49,114 Six Months Ended June 28, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 533,864 $ 535,159 $ (187,548 ) $ 881,475 Cost of goods sold — 317,044 289,973 (181,416 ) 425,601 Gross profit — 216,820 245,186 (6,132 ) 455,874 Selling, general and administrative expenses 20,115 167,112 94,781 (83 ) 281,925 Research and development expenses — 16,021 10,306 — 26,327 Restructuring and impairment charges — 4,330 698 — 5,028 (Loss) income from continuing operations before interest, and taxes (20,115 ) 29,357 139,401 (6,049 ) 142,594 Interest, net 67,718 (37,134 ) 2,472 — 33,056 Loss on extinguishment of debt, net 10,454 — — — 10,454 (Loss) income from continuing operations before taxes (98,287 ) 66,491 136,929 (6,049 ) 99,084 (Benefit) taxes on (loss) income from continuing operations (33,234 ) 25,909 23,207 (1,270 ) 14,612 Equity in net income of consolidated subsidiaries 148,784 111,654 219 (260,657 ) — Income from continuing operations 83,731 152,236 113,941 (265,436 ) 84,472 Operating (loss) income from discontinued operations (648 ) — 4 — (644 ) Taxes on (loss) income from discontinued operations 168 — 81 — 249 Loss from discontinued operations (816 ) — (77 ) — (893 ) Net income 82,915 152,236 113,864 (265,436 ) 83,579 Less: Income from continuing operations attributable to noncontrolling interests — — 664 — 664 Net income attributable to common shareholders 82,915 152,236 113,200 (265,436 ) 82,915 Other comprehensive loss attributable to common shareholders (60,215 ) (61,746 ) (75,388 ) 137,134 (60,215 ) Comprehensive income attributable to common shareholders $ 22,700 $ 90,490 $ 37,812 $ (128,302 ) $ 22,700 Six Months Ended June 29, 2014 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 552,705 $ 566,088 $ (212,142 ) $ 906,651 Cost of goods sold — 328,396 314,882 (201,874 ) 441,404 Gross profit — 224,309 251,206 (10,268 ) 465,247 Selling, general and administrative expenses 21,803 157,970 107,056 311 287,140 Research and development expenses — 24,895 4,037 — 28,932 Restructuring and impairment charges — 8,491 6,912 — 15,403 (Loss) income from continuing operations before interest and taxes (21,803 ) 32,953 133,201 (10,579 ) 133,772 Interest, net 68,881 (40,647 ) 2,899 — 31,133 (Loss) income from continuing operations before taxes (90,684 ) 73,600 130,302 (10,579 ) 102,639 (Benefit) taxes on (loss) income from continuing operations (31,130 ) 30,753 23,176 (4,259 ) 18,540 Equity in net income of consolidated subsidiaries 142,926 100,358 192 (243,476 ) — Income from continuing operations 83,372 143,205 107,318 (249,796 ) 84,099 Operating loss from discontinued operations (1,619 ) — — — (1,619 ) (Benefit) taxes on loss from discontinued operations (457 ) — 88 — (369 ) Loss from discontinued operations (1,162 ) — (88 ) — (1,250 ) Net income 82,210 143,205 107,230 (249,796 ) 82,849 Less: Income from continuing operations attributable to noncontrolling interests — — 639 — 639 Net income attributable to common shareholders 82,210 143,205 106,591 (249,796 ) 82,210 Other comprehensive income attributable to common shareholders 6,607 4,621 5,728 (10,349 ) 6,607 Comprehensive income attributable to common shareholders $ 88,817 $ 147,826 $ 112,319 $ (260,145 ) $ 88,817 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS June 28, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 26,063 $ 298 $ 298,649 $ — $ 325,010 Accounts receivable, net 2,521 2,785 277,127 3,938 286,371 Accounts receivable from consolidated subsidiaries 13,805 2,230,679 280,218 (2,524,702 ) — Inventories, net — 207,099 168,973 (28,977 ) 347,095 Prepaid expenses and other current assets 12,261 4,897 13,992 3,509 34,659 Prepaid taxes 27,334 — 18,674 — 46,008 Deferred tax assets 30,683 16,408 9,203 — 56,294 Assets held for sale 2,901 — 4,171 — 7,072 Total current assets 115,568 2,462,166 1,071,007 (2,546,232 ) 1,102,509 Property, plant and equipment, net 3,249 173,196 139,091 — 315,536 Goodwill — 704,858 613,016 — 1,317,874 Intangibles assets, net — 727,859 457,658 — 1,185,517 Investments in affiliates 5,565,400 1,403,623 20,984 (6,989,606 ) 401 Deferred tax assets 51,481 — 3,984 (54,331 ) 1,134 Notes receivable and other amounts due from consolidated subsidiaries 1,187,753 1,572,844 — (2,760,597 ) — Other assets 27,216 7,287 26,688 — 61,191 Total assets $ 6,950,667 $ 7,051,833 $ 2,332,428 $ (12,350,766 ) $ 3,984,162 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 370,091 $ — $ 45,900 $ — $ 415,991 Accounts payable 2,369 34,416 37,579 — 74,364 Accounts payable to consolidated subsidiaries 2,284,828 197,490 42,384 (2,524,702 ) — Accrued expenses 16,231 20,341 29,271 — 65,843 Current portion of contingent consideration — 5,802 — — 5,802 Payroll and benefit-related liabilities 20,696 16,054 32,814 — 69,564 Accrued interest 7,971 — 20 — 7,991 Income taxes payable — — 12,836 (1,136 ) 11,700 Other current liabilities 1,851 3,225 5,555 — 10,631 Total current liabilities 2,704,037 277,328 206,359 (2,525,838 ) 661,886 Long-term borrowings 696,000 — — — 696,000 Deferred tax liabilities — 444,282 43,305 (54,330 ) 433,257 Pension and other postretirement benefit liabilities 106,789 34,917 19,330 — 161,036 Noncurrent liability for uncertain tax positions 12,099 15,694 22,754 — 50,547 Notes payable and other amounts due from consolidated subsidiaries 1,492,235 1,087,952 180,410 (2,760,597 ) — Other liabilities 21,728 26,717 12,984 — 61,429 Total liabilities 5,032,888 1,886,890 485,142 (5,340,765 ) 2,064,155 Total common shareholders' equity 1,917,779 5,164,943 1,845,058 (7,010,001 ) 1,917,779 Noncontrolling interest — — 2,228 — 2,228 Total equity 1,917,779 5,164,943 1,847,286 (7,010,001 ) 1,920,007 Total liabilities and equity $ 6,950,667 $ 7,051,833 $ 2,332,428 $ (12,350,766 ) $ 3,984,162 December 31, 2014 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 27,996 $ — $ 275,240 $ — $ 303,236 Accounts receivable, net 2,346 2,422 265,081 3,855 273,704 Accounts receivable from consolidated subsidiaries 35,996 2,303,284 272,810 (2,612,090 ) — Inventories, net — 204,335 154,544 (23,286 ) 335,593 Prepaid expenses and other current assets 14,301 4,786 13,102 3,508 35,697 Prepaid taxes 23,493 — 16,763 — 40,256 Deferred tax assets 30,248 17,387 9,666 — 57,301 Assets held for sale 2,901 — 4,521 — 7,422 Total current assets 137,281 2,532,214 1,011,727 (2,628,013 ) 1,053,209 Property, plant and equipment, net 3,489 170,054 143,892 — 317,435 Goodwill — 703,663 619,890 — 1,323,553 Intangibles assets, net — 743,222 473,498 — 1,216,720 Investments in affiliates 5,680,328 1,359,661 21,253 (7,060,092 ) 1,150 Deferred tax assets 52,244 — 5,535 (56,601 ) 1,178 Notes receivable and other amounts due from consolidated subsidiaries 1,009,686 1,489,994 — (2,499,680 ) — Other assets 27,999 6,801 29,210 — 64,010 Total assets $ 6,911,027 $ 7,005,609 $ 2,305,005 $ (12,244,386 ) $ 3,977,255 LIABILITIES AND EQUITY Current liabilities Notes payable $ 363,701 $ — $ 4,700 $ — $ 368,401 Accounts payable 1,449 32,692 29,959 — 64,100 Accounts payable to consolidated subsidiaries 2,259,891 188,908 163,291 (2,612,090 ) — Accrued expenses 17,149 21,479 33,755 — 72,383 Current portion of contingent consideration — 11,276 — — 11,276 Payroll and benefit-related liabilities 20,693 27,228 37,521 — 85,442 Accrued interest 9,152 — 17 — 9,169 Income taxes payable — — 13,634 134 13,768 Other current liabilities 5 3,065 7,290 — 10,360 Total current liabilities 2,672,040 284,648 290,167 (2,611,956 ) 634,899 Long-term borrowings 700,000 — — — 700,000 Deferred tax liabilities — 462,274 45,867 (56,600 ) 451,541 Pension and other postretirement benefit liabilities 110,830 35,074 21,337 — 167,241 Noncurrent liability for uncertain tax positions 11,431 15,569 23,884 — 50,884 Notes payable and other amounts due from consolidated subsidiaries 1,483,984 915,163 100,533 (2,499,680 ) — Other liabilities 21,433 24,900 12,658 — 58,991 Total liabilities 4,999,718 1,737,628 494,446 (5,168,236 ) 2,063,556 Total common shareholders' equity 1,911,309 5,267,981 1,808,169 (7,076,150 ) 1,911,309 Noncontrolling interest — — 2,390 — 2,390 Total equity 1,911,309 5,267,981 1,810,559 (7,076,150 ) 1,913,699 Total liabilities and equity $ 6,911,027 $ 7,005,609 $ 2,305,005 $ (12,244,386 ) $ 3,977,255 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 28, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (92,490 ) $ 63,718 $ 140,720 $ (2,360 ) $ 109,588 Cash Flows from Investing Activities of Continuing Operations: Expenditures for property, plant and equipment (108 ) (17,339 ) (13,874 ) — (31,321 ) Payments for businesses and intangibles acquired, net of cash acquired — (4,348 ) (33,211 ) — (37,559 ) Net cash used in investing activities from continuing operations (108 ) (21,687 ) (47,085 ) — (68,880 ) Cash Flows from Financing Activities of Continuing Operations: Proceeds from long-term borrowings 288,100 — — — 288,100 Repayment of long-term borrowings (250,981 ) — — — (250,981 ) Debt extinguishment, issuance and amendment fees (8,746 ) — — — (8,746 ) Net proceeds from share based compensation plans and the related tax impacts 4,843 — — — 4,843 Payments to noncontrolling interest shareholders — — (832 ) — (832 ) Payments for contingent consideration — (3,989 ) — — (3,989 ) Dividends (28,234 ) — — — (28,234 ) Intercompany transactions 86,197 (37,744 ) (48,453 ) — — Intercompany dividends paid — — (2,360 ) 2,360 — Net cash provided by (used in) financing activities from continuing operations 91,179 (41,733 ) (51,645 ) 2,360 161 Cash Flows from Discontinued Operations: Net cash used in operating activities (514 ) — (849 ) — (1,363 ) Net cash used in discontinued operations (514 ) — (849 ) — (1,363 ) Effect of exchange rate changes on cash and cash equivalents — — (17,732 ) — (17,732 ) Net (decrease) increase in cash and cash equivalents (1,933 ) 298 23,409 — 21,774 Cash and cash equivalents at the beginning of the period 27,996 — 275,240 — 303,236 Cash and cash equivalents at the end of the period $ 26,063 $ 298 $ 298,649 $ — $ 325,010 Six Months Ended June 29, 2014 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (49,308 ) $ 277,906 $ (105,302 ) $ (3,135 ) $ 120,161 Cash Flows from Investing Activities of Continuing Operations: Expenditures for property, plant and equipment (2,019 ) (14,080 ) (14,751 ) — (30,850 ) Proceeds from sales of assets and investments 1,669 2,470 — — 4,139 Payments for business and intangibles acquired, net of cash acquired — — (28,535 ) — (28,535 ) Investments in affiliates (60 ) — — — (60 ) Net cash used in investing activities from continuing operations (410 ) (11,610 ) (43,286 ) — (55,306 ) Cash Flows from Financing Activities of Continuing Operations: Proceeds from long-term borrowings 250,000 — — — 250,000 Repayments of long-term borrowings (480,000 ) — — — (480,000 ) Debt extinguishment, issuance and amendment fees (3,275 ) — — — (3,275 ) Payments to noncontrolling interest shareholders — — (1,094 ) — (1,094 ) Net proceeds from share based compensation plans and the related tax impacts 2,391 — — — 2,391 Dividends (28,093 ) — — — (28,093 ) Intercompany transactions 298,760 (277,561 ) (21,199 ) — — Intercompany dividends paid — — (3,135 ) 3,135 — Net cash provided by (used in) financing activities from continuing operations 39,783 (277,561 ) (25,428 ) 3,135 (260,071 ) Cash Flows from Discontinued Operations: Net cash used in operating activities (1,531 ) — — — (1,531 ) Net cash used in discontinued operations (1,531 ) — — — (1,531 ) Effect of exchange rate changes on cash and cash equivalents — — 2,145 — 2,145 Net decrease in cash and cash equivalents (11,466 ) (11,265 ) (171,871 ) — (194,602 ) Cash and cash equivalents at the beginning of the period 42,749 14,500 374,735 — 431,984 Cash and cash equivalents at the end of the period $ 31,283 $ 3,235 $ 202,864 $ — $ 237,382 |