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 nine months ended September 27, 2015 and September 28, 2014 , condensed consolidating balance sheets as of September 27, 2015 and December 31, 2014 and condensed consolidating statements of cash flows for the nine months ended September 27, 2015 and September 28, 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 nine months ended September 28, 2014 have been revised to properly reflect the 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 correct this error, the condensed consolidating statement of cash flows for the nine months ended September 28, 2014 have been revised as follows: In the Non-Guarantor Subsidiaries column, net cash provided by (used in) operating activities from continuing operations has been changed from $63,715 to $(20,446) , intercompany dividends received (within cash flows from investing activities of continuing operations) has been changed from $229,782 to $0 (and the intercompany dividends received line item was removed) and intercompany dividends paid (within cash flows from financing activities of continuing operations) changed from $(305,122) to $(4,429) . In the eliminations column, net cash provided by (used in) operating activities from continuing operations changed from $(75,340) to $(4,429) , intercompany dividends received, which is included in Cash Flows from Investing Activities of Continuing Operations, changed from $(229,782) to $0 (and the intercompany dividends received line item was removed) and intercompany dividends paid, which is included in Cash Flows from Financing Activities of Continuing Operations changed from $305,122 to $4,429 . The Company also made revisions to the classification of certain balances related to intercompany transactions in the condensed consolidating statements of income and comprehensive (loss) income for the three and nine months ended September 28, 2014 and the condensed consolidating balance sheet at December 31, 2014 as well as the condensed consolidating statement of cash flows for the nine months ended September 28, 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 periods subject to previously filed condensed consolidating guarantor financial information. The Company will revise its condensed consolidated guarantor financial information for the interim period ended March 29, 2015 in its quarterly report on Form 10-Q to be filed for the fiscal quarter ending March 27, 2016, and will revise its condensed consolidated guarantor financial information for the annual periods ended December 31, 2014 and 2013 in its annual report on 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 September 27, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 269,620 $ 270,084 $ (95,990 ) $ 443,714 Cost of goods sold — 159,567 153,207 (97,273 ) 215,501 Gross profit — 110,053 116,877 1,283 228,213 Selling, general and administrative expenses 9,891 82,372 46,471 106 138,840 Research and development expenses — 6,006 6,565 — 12,571 Restructuring charges — 602 58 — 660 Gain on sale of assets — — (408 ) — (408 ) (Loss) income from continuing operations before interest, extinguishment of debt and taxes (9,891 ) 21,073 64,191 1,177 76,550 Interest, net 32,439 (19,457 ) 1,194 — 14,176 (Loss) income from continuing operations before taxes (42,330 ) 40,530 62,997 1,177 62,374 (Benefit) taxes on income from continuing operations (15,102 ) 7,582 8,053 270 803 Equity in net income of consolidated subsidiaries 88,728 49,885 211 (138,824 ) — Income from continuing operations 61,500 82,833 55,155 (137,917 ) 61,571 Operating loss from discontinued operations (784 ) — (4 ) — (788 ) (Benefit) taxes on loss from discontinued operations (108 ) — 39 — (69 ) Loss from discontinued operations (676 ) — (43 ) — (719 ) Net income 60,824 82,833 55,112 (137,917 ) 60,852 Less: Income from continuing operations attributable to noncontrolling interest — — 28 — 28 Net income attributable to common shareholders 60,824 82,833 55,084 (137,917 ) 60,824 Other comprehensive income attributable to common shareholders (28,789 ) (32,855 ) (26,073 ) 58,928 (28,789 ) Comprehensive income attributable to common shareholders $ 32,035 $ 49,978 $ 29,011 $ (78,989 ) $ 32,035 Three Months Ended September 28, 2014 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 261,346 $ 272,083 $ (76,256 ) $ 457,173 Cost of goods sold — 161,298 136,526 (76,817 ) 221,007 Gross profit — 100,048 135,557 561 236,166 Selling, general and administrative expenses 8,978 77,352 52,002 (80 ) 138,252 Research and development expenses — 12,871 2,000 — 14,871 Restructuring charges — 148 960 — 1,108 (Loss) income from continuing operations before interest and taxes (8,978 ) 9,677 80,595 641 81,935 Interest, net 37,913 (22,346 ) 1,456 — 17,023 (Loss) income from continuing operations before taxes (46,891 ) 32,023 79,139 641 64,912 (Benefit) taxes on (loss) income from continuing operations (16,761 ) 13,984 10,505 1,956 9,684 Equity in net income of consolidated subsidiaries 85,187 60,295 96 (145,578 ) — Income from continuing operations 55,057 78,334 68,730 (146,893 ) 55,228 Operating loss from discontinued operations (247 ) — — — (247 ) (Benefit) taxes on loss from discontinued operations (21 ) — 45 — 24 Loss from discontinued operations (226 ) — (45 ) — (271 ) Net income 54,831 78,334 68,685 (146,893 ) 54,957 Less: Income from continuing operations attributable to noncontrolling interest — — 126 — 126 Net income attributable to common shareholders 54,831 78,334 68,559 (146,893 ) 54,831 Other comprehensive loss attributable to common shareholders (45,201 ) (58,947 ) (56,159 ) 115,106 (45,201 ) Comprehensive income attributable to common shareholders $ 9,630 $ 19,387 $ 12,400 $ (31,787 ) $ 9,630 Nine Months Ended September 27, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 803,484 $ 805,243 $ (283,538 ) $ 1,325,189 Cost of goods sold — 476,611 443,180 (278,689 ) 641,102 Gross profit — 326,873 362,063 (4,849 ) 684,087 Selling, general and administrative expenses 30,006 249,484 141,252 23 420,765 Research and development expenses — 22,027 16,871 — 38,898 Restructuring charges — 4,932 756 — 5,688 Gain on sale of assets — — (408 ) — (408 ) (Loss) income from continuing operations before interest, and taxes (30,006 ) 50,430 203,592 (4,872 ) 219,144 Interest, net 100,157 (56,591 ) 3,666 — 47,232 Loss on extinguishment of debt 10,454 — — — 10,454 (Loss) income from continuing operations before taxes (140,617 ) 107,021 199,926 (4,872 ) 161,458 (Benefit) taxes on (loss) income from continuing operations (48,336 ) 33,491 31,260 (1,000 ) 15,415 Equity in net income of consolidated subsidiaries 237,512 161,539 430 (399,481 ) — Income from continuing operations 145,231 235,069 169,096 (403,353 ) 146,043 Operating loss from discontinued operations (1,432 ) — — — (1,432 ) Taxes on operating loss from discontinued operations 60 — 120 — 180 Loss from discontinued operations (1,492 ) — (120 ) — (1,612 ) Net income 143,739 235,069 168,976 (403,353 ) 144,431 Less: Income from continuing operations attributable to noncontrolling interest — — 692 — 692 Net income attributable to common shareholders 143,739 235,069 168,284 (403,353 ) 143,739 Other comprehensive loss attributable to common shareholders (89,004 ) (94,601 ) (101,461 ) 196,062 (89,004 ) Comprehensive income attributable to common shareholders $ 54,735 $ 140,468 $ 66,823 $ (207,291 ) $ 54,735 Nine Months Ended September 28, 2014 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 814,051 $ 838,171 $ (288,398 ) $ 1,363,824 Cost of goods sold — 489,694 451,408 (278,691 ) 662,411 Gross profit — 324,357 386,763 (9,707 ) 701,413 Selling, general and administrative expenses 30,781 235,322 159,058 231 425,392 Research and development expenses — 37,766 6,037 — 43,803 Restructuring charges — 8,639 7,872 — 16,511 (Loss) income from continuing operations before interest and taxes (30,781 ) 42,630 213,796 (9,938 ) 215,707 Interest, net 106,794 (62,993 ) 4,355 — 48,156 (Loss) income from continuing operations before taxes (137,575 ) 105,623 209,441 (9,938 ) 167,551 (Benefit) taxes on (loss) income from continuing operations (47,891 ) 44,737 33,681 (2,303 ) 28,224 Equity in net income of consolidated subsidiaries 228,113 160,653 288 (389,054 ) — Income from continuing operations 138,429 221,539 176,048 (396,689 ) 139,327 Operating loss from discontinued operations (1,866 ) — — — (1,866 ) (Benefit) taxes on loss from discontinued operations (478 ) — 133 — (345 ) Loss from discontinued operations (1,388 ) — (133 ) — (1,521 ) Net income 137,041 221,539 175,915 (396,689 ) 137,806 Less: Income from continuing operations attributable to noncontrolling interest — — 765 — 765 Net income attributable to common shareholders 137,041 221,539 175,150 (396,689 ) 137,041 Other comprehensive loss attributable to common shareholders (38,594 ) (54,326 ) (50,431 ) 104,757 (38,594 ) Comprehensive income attributable to common shareholders $ 98,447 $ 167,213 $ 124,719 $ (291,932 ) $ 98,447 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS September 27, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 37,898 $ 40 $ 238,525 $ — $ 276,463 Accounts receivable, net 2,605 2,899 263,660 3,832 272,996 Accounts receivable from consolidated subsidiaries 4,488 2,260,734 275,716 (2,540,938 ) — Inventories, net — 208,641 164,715 (27,457 ) 345,899 Prepaid expenses and other current assets 10,785 5,145 14,359 3,509 33,798 Prepaid taxes 26,498 — 17,468 — 43,966 Deferred tax assets 31,495 15,120 9,366 — 55,981 Assets held for sale 2,901 — 4,143 — 7,044 Total current assets 116,670 2,492,579 987,952 (2,561,054 ) 1,036,147 Property, plant and equipment, net 3,097 173,811 136,336 — 313,244 Goodwill — 704,857 598,318 — 1,303,175 Intangibles assets, net — 744,141 448,223 — 1,192,364 Investments in affiliates 5,624,320 1,299,061 22,460 (6,945,517 ) 324 Deferred tax assets 52,019 — 3,786 (54,865 ) 940 Notes receivable and other amounts due from consolidated subsidiaries 1,229,950 1,676,065 — (2,906,015 ) — Other assets 27,375 7,265 26,867 — 61,507 Total assets $ 7,053,431 $ 7,097,779 $ 2,223,942 $ (12,467,451 ) $ 3,907,701 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 373,385 $ — $ 43,300 $ — $ 416,685 Accounts payable 3,958 28,313 35,635 — 67,906 Accounts payable to consolidated subsidiaries 2,316,630 186,872 37,436 (2,540,938 ) — Accrued expenses 15,066 23,679 28,282 — 67,027 Current portion of contingent consideration — 545 — — 545 Payroll and benefit-related liabilities 19,734 22,109 35,592 — 77,435 Accrued interest 7,472 — 18 — 7,490 Income taxes payable — — 10,593 (865 ) 9,728 Other current liabilities 3,517 2,465 4,673 — 10,655 Total current liabilities 2,739,762 263,983 195,529 (2,541,803 ) 657,471 Long-term borrowings 646,000 — — — 646,000 Deferred tax liabilities — 417,938 43,028 (54,865 ) 406,101 Pension and other postretirement benefit liabilities 94,795 34,912 18,807 — 148,514 Noncurrent liability for uncertain tax positions 12,471 15,760 22,586 — 50,817 Notes payable and other amounts due to consolidated subsidiaries 1,600,635 1,128,542 176,838 (2,906,015 ) — Other liabilities 20,877 24,082 12,778 — 57,737 Total liabilities 5,114,540 1,885,217 469,566 (5,502,683 ) 1,966,640 Total common shareholders' equity 1,938,891 5,212,562 1,752,206 (6,964,768 ) 1,938,891 Noncontrolling interest — — 2,170 — 2,170 Total equity 1,938,891 5,212,562 1,754,376 (6,964,768 ) 1,941,061 Total liabilities and equity $ 7,053,431 $ 7,097,779 $ 2,223,942 $ (12,467,451 ) $ 3,907,701 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 to 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 Nine Months Ended September 27, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (124,131 ) $ 88,937 $ 214,314 $ (2,360 ) $ 176,760 Cash Flows from Investing Activities of Continuing Operations: Expenditures for property, plant and equipment (122 ) (25,072 ) (20,372 ) — (45,566 ) Payments for businesses and intangibles acquired, net of cash acquired — (30,336 ) (33,115 ) — (63,451 ) Proceeds from sale of assets 408 — — — 408 Investments in affiliates — — (121,850 ) 121,850 — Net cash provided by (used in) investing activities from continuing operations 286 (55,408 ) (175,337 ) 121,850 (108,609 ) Cash Flows from Financing Activities of Continuing Operations: Proceeds from new borrowings 288,100 — — — 288,100 Reduction in borrowings (303,627 ) — — — (303,627 ) Debt extinguishment, issuance and amendment fees (9,017 ) — — — (9,017 ) Net proceeds from share based compensation plans and the related tax impacts 4,815 — — — 4,815 Payments to noncontrolling interest shareholders — — (833 ) — (833 ) Payments for contingent consideration — (7,974 ) — — (7,974 ) Proceeds from issuance of shares — 121,850 — (121,850 ) — Dividends paid (42,382 ) — — — (42,382 ) Intercompany transactions 196,963 (147,365 ) (49,598 ) — — Intercompany dividends paid — — (2,360 ) 2,360 — Net cash provided by (used in) financing activities from continuing operations 134,852 (33,489 ) (52,791 ) (119,490 ) (70,918 ) Cash Flows from Discontinued Operations: Net cash used in operating activities (1,105 ) — (849 ) — (1,954 ) Net cash used in discontinued operations (1,105 ) — (849 ) — (1,954 ) Effect of exchange rate changes on cash and cash equivalents — — (22,052 ) — (22,052 ) Net increase (decrease) in cash and cash equivalents 9,902 40 (36,715 ) — (26,773 ) 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 $ 37,898 $ 40 $ 238,525 $ — $ 276,463 Nine Months Ended September 28, 2014 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (80,538 ) $ 314,211 $ (20,446 ) $ (4,429 ) $ 208,798 Cash Flows from Investing Activities of Continuing Operations: Expenditures for property, plant and equipment (2,146 ) (22,578 ) (23,496 ) — (48,220 ) Proceeds from sales of assets and investments 1,669 3,421 161 — 5,251 Payments for business and intangibles acquired, net of cash acquired — — (28,535 ) — (28,535 ) Investments in affiliates (60 ) 20 — — (40 ) Net cash used in investing activities from continuing operations (537 ) (19,137 ) (51,870 ) — (71,544 ) Cash Flows from Financing Activities of Continuing Operations: Proceeds from new borrowings 250,000 — — — 250,000 Reduction in borrowings (480,009 ) — — — (480,009 ) Debt extinguishment, issuance and amendment fees (3,689 ) — — — (3,689 ) Proceeds from share based compensation plans and the related tax impacts 2,936 — — — 2,936 Payments to noncontrolling interest shareholders — — (1,094 ) — (1,094 ) Dividends paid (42,174 ) — — — (42,174 ) Intercompany transactions 372,763 (307,912 ) (64,851 ) — — Intercompany dividends paid — — (4,429 ) 4,429 — Net cash provided by (used in) financing activities from continuing operations 99,827 (307,912 ) (70,374 ) 4,429 (274,030 ) Cash Flows from Discontinued Operations: Net cash used in operating activities (1,946 ) — — — (1,946 ) Net cash used in discontinued operations (1,946 ) — — — (1,946 ) Effect of exchange rate changes on cash and cash equivalents — — (6,880 ) — (6,880 ) Net decrease in cash and cash equivalents 16,806 (12,838 ) (149,570 ) — (145,602 ) 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 $ 59,555 $ 1,662 $ 225,165 $ — $ 286,382 |