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 and condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014 and 2013 and condensed consolidating balance sheets as of December 31, 2015 and 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 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidating 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 years ended December 31, 2014 and 2013 have been revised to properly reflect the intercompany dividends paid and intercompany dividends received 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 year ended December 31, 2014 has 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 $123,545 to $52,634 , 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 condensed consolidating statement of cash flows for the year ended December 31, 2013 has 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 $304,278 to $240,640 and intercompany dividends paid (within cash flows from financing activities of continuing operations) changed from $(130,502) to $(66,866) . In the eliminations column, net cash provided by (used in) operating activities from continuing operations changed from $(147,902) to $(66,866) and intercompany dividends paid, which is included in cash flows from financing activities of continuing operations changed from $147,902 to $66,866 . 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 for the year ended December 31, 2014 and the condensed consolidating balance sheet at December 31, 2014 as well as the condensed consolidating statement of cash flows for the year ended December 31, 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. TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Year Ended December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Condensed Consolidated (Dollars in thousands) Net revenues $ — $ 1,079,180 $ 1,107,565 $ (377,055 ) $ 1,809,690 Cost of goods sold — 646,427 593,855 (374,995 ) 865,287 Gross profit — 432,753 513,710 (2,060 ) 944,403 Selling, general and administrative expenses 42,435 336,049 191,029 (531 ) 568,982 Research and development expenses — 30,359 21,760 — 52,119 Restructuring charges — 6,731 1,088 — 7,819 Gain on sale of assets — — (408 ) — (408 ) (Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes (42,435 ) 59,614 300,241 (1,529 ) 315,891 Interest, net 132,711 (76,873 ) 4,953 — 60,791 Loss on extinguishment of debt 10,454 — — — 10,454 (Loss) income from continuing operations before taxes (185,600 ) 136,487 295,288 (1,529 ) 244,646 (Benefit) taxes on (loss) income from continuing operations (66,264 ) 27,260 46,804 38 7,838 Equity in net income of consolidated subsidiaries 355,138 235,810 1,086 (592,034 ) — Income from continuing operations 235,802 345,037 249,570 (593,601 ) 236,808 Operating (loss) income from discontinued operations (1,734 ) — 4 — (1,730 ) (Benefit) taxes on (loss) income from discontinued operations (10,795 ) — 160 — (10,635 ) Income (loss) from discontinued operations 9,061 — (156 ) — 8,905 Net income 244,863 345,037 249,414 (593,601 ) 245,713 Less: Income from continuing operations attributable to noncontrolling interest — — 850 — 850 Net income attributable to common shareholders 244,863 345,037 248,564 (593,601 ) 244,863 Other comprehensive loss attributable to common shareholders (110,229 ) (110,604 ) (120,439 ) 231,043 (110,229 ) Comprehensive income attributable to common shareholders $ 134,634 $ 234,433 $ 128,125 $ (362,558 ) $ 134,634 Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Condensed Consolidated (Dollars in thousands) Net revenues $ — $ 1,078,851 $ 1,132,152 $ (371,171 ) $ 1,839,832 Cost of goods sold — 652,742 608,256 (363,594 ) 897,404 Gross profit — 426,109 523,896 (7,577 ) 942,428 Selling, general and administrative expenses 42,829 326,282 209,930 (384 ) 578,657 Research and development expenses — 40,546 20,494 — 61,040 Restructuring charges — 10,189 7,680 — 17,869 (Loss) income from continuing operations before interest and taxes (42,829 ) 49,092 285,792 (7,193 ) 284,862 Interest, net 144,869 (85,886 ) 5,769 — 64,752 (Loss) income from continuing operations before taxes (187,698 ) 134,978 280,023 (7,193 ) 220,110 (Benefit) taxes on (loss) income from continuing operations (68,307 ) 68,690 28,159 108 28,650 Equity in net income of consolidated subsidiaries 308,396 233,827 252 (542,475 ) — Income from continuing operations 189,005 300,115 252,116 (549,776 ) 191,460 Operating loss from discontinued operations (2,196 ) — (1,211 ) — (3,407 ) (Benefit) taxes on loss from discontinued operations (870 ) — 172 — (698 ) Loss from discontinued operations (1,326 ) — (1,383 ) — (2,709 ) Net income 187,679 300,115 250,733 (549,776 ) 188,751 Less: Income from continuing operations attributable to noncontrolling interests — — 1,072 — 1,072 Net income attributable to common shareholders 187,679 300,115 249,661 (549,776 ) 187,679 Other comprehensive loss attributable to common shareholders (150,040 ) (105,872 ) (126,317 ) 232,189 (150,040 ) Comprehensive income attributable to common shareholders $ 37,639 $ 194,243 $ 123,344 $ (317,587 ) $ 37,639 Year Ended December 31, 2013 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Condensed Consolidated (Dollars in thousands) Net revenues $ — $ 1,001,404 $ 963,184 $ (268,317 ) $ 1,696,271 Cost of goods sold — 582,110 543,717 (268,501 ) 857,326 Gross profit — 419,294 419,467 184 838,945 Selling, general and administrative expenses 39,176 284,960 178,358 (307 ) 502,187 Research and development expenses — 55,694 9,351 — 65,045 Restructuring and other impairment charges 935 15,288 22,229 — 38,452 (Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes (40,111 ) 63,352 209,529 491 233,261 Interest, net 134,864 (85,063 ) 6,480 — 56,281 Loss on extinguishment of debt 1,250 — — — 1,250 (Loss) income from continuing operations before taxes (176,225 ) 148,415 203,049 491 175,730 (Benefit) taxes on (loss) income from continuing operations (63,857 ) 42,804 45,354 (754 ) 23,547 Equity in net income of consolidated subsidiaries 263,469 141,773 288 (405,530 ) — Income from continuing operations 151,101 247,384 157,983 (404,285 ) 152,183 Operating loss from discontinued operations (1,947 ) — (258 ) — (2,205 ) (Benefit) taxes on loss from discontinued operations (1,727 ) (170 ) 127 — (1,770 ) (Loss) income from discontinued operations (220 ) 170 (385 ) — (435 ) Net income 150,881 247,554 157,598 (404,285 ) 151,748 Less: Income from continuing operations attributable to noncontrolling interests — — 867 — 867 Net income attributable to common shareholders 150,881 247,554 156,731 (404,285 ) 150,881 Other comprehensive income (loss) attributable to common shareholders 21,193 (5,304 ) 5,442 (138 ) 21,193 Comprehensive income attributable to common shareholders $ 172,074 $ 242,250 $ 162,173 $ (404,423 ) $ 172,074 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Condensed Consolidated (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 21,612 $ — $ 316,754 $ — $ 338,366 Accounts receivable, net 2,538 4,326 251,166 4,386 262,416 Accounts receivable from consolidated subsidiaries 5,276 2,412,079 289,697 (2,707,052 ) — Inventories, net — 205,163 149,705 (24,593 ) 330,275 Prepaid expenses and other current assets 13,103 4,702 16,037 3,665 37,507 Prepaid taxes 16,686 — 14,622 (413 ) 30,895 Assets held for sale 2,901 — 4,071 — 6,972 Total current assets 62,116 2,626,270 1,042,052 (2,724,007 ) 1,006,431 Property, plant and equipment, net 2,931 174,674 138,518 — 316,123 Goodwill — 705,753 590,099 — 1,295,852 Intangibles assets, net — 762,084 437,891 — 1,199,975 Investments in affiliates 5,724,226 1,360,045 23,065 (7,107,184 ) 152 Deferred tax assets 91,432 — 8,042 (97,133 ) 2,341 Notes receivable and other amounts due from consolidated subsidiaries 1,358,446 1,658,092 — (3,016,538 ) — Other assets 26,752 6,615 24,275 — 57,642 Total assets $ 7,265,903 $ 7,293,533 $ 2,263,942 $ (12,944,862 ) $ 3,878,516 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 376,642 $ — $ 43,300 $ — $ 419,942 Accounts payable 1,945 27,527 36,833 — 66,305 Accounts payable to consolidated subsidiaries 2,478,109 201,400 27,543 (2,707,052 ) — Accrued expenses 15,399 22,281 26,337 — 64,017 Current portion of contingent consideration — 7,291 — — 7,291 Payroll and benefit-related liabilities 21,617 29,305 33,736 — 84,658 Accrued interest 7,455 — 25 — 7,480 Income taxes payable — — 8,144 (85 ) 8,059 Other current liabilities 1,300 2,679 4,981 — 8,960 Total current liabilities 2,902,467 290,483 180,899 (2,707,137 ) 666,712 Long-term borrowings 646,000 — — — 646,000 Deferred tax liabilities — 376,738 36,378 (97,133 ) 315,983 Pension and other postretirement benefit liabilities 100,355 32,274 16,812 — 149,441 Noncurrent liability for uncertain tax positions 1,151 17,722 21,527 — 40,400 Notes payable and other amounts due to consolidated subsidiaries 1,585,727 1,253,189 177,622 (3,016,538 ) — Other liabilities 20,931 15,685 12,271 — 48,887 Total liabilities 5,256,631 1,986,091 445,509 (5,820,808 ) 1,867,423 Total common shareholders' equity 2,009,272 5,307,442 1,816,612 (7,124,054 ) 2,009,272 Noncontrolling interest — — 1,821 — 1,821 Total equity 2,009,272 5,307,442 1,818,433 (7,124,054 ) 2,011,093 Total liabilities and equity $ 7,265,903 $ 7,293,533 $ 2,263,942 $ (12,944,862 ) $ 3,878,516 December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Condensed Consolidated (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 Assets held for sale 2,901 — 4,521 — 7,422 Total current assets 107,033 2,514,827 1,002,061 (2,628,013 ) 995,908 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 82,492 — 6,867 (85,348 ) 4,011 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 $ 6,988,222 $ 2,296,671 $ (12,273,133 ) $ 3,922,787 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 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 5,160 — 8,230 Total current liabilities 2,672,040 284,648 288,037 (2,611,956 ) 632,769 Long-term borrowings 700,000 — — — 700,000 Deferred tax liabilities — 444,887 39,663 (85,347 ) 399,203 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 1,720,241 486,112 (5,196,983 ) 2,009,088 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 $ 6,988,222 $ 2,296,671 $ (12,273,133 ) $ 3,922,787 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (147,704 ) $ 134,817 $ 320,145 $ (3,812 ) $ 303,446 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (124 ) (32,797 ) (28,527 ) — (61,448 ) Payments for businesses and intangibles acquired, net of cash acquired — (60,336 ) (33,472 ) — (93,808 ) 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 284 (93,133 ) (183,849 ) 121,850 (154,848 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 288,100 — — — 288,100 Reduction in borrowings (303,757 ) — — — (303,757 ) Debt extinguishment, issuance and amendment fees (9,017 ) — — — (9,017 ) Proceeds from share based compensation plans and the related tax impacts 4,994 — — — 4,994 Payments to noncontrolling interest shareholders — — (1,343 ) — (1,343 ) Payments for contingent consideration — (8,028 ) — — (8,028 ) Proceeds from issuance of shares — 121,850 — (121,850 ) — Dividends paid (56,532 ) — — — (56,532 ) Intercompany transactions 219,035 (155,506 ) (63,529 ) — — Intercompany dividends paid — — (3,812 ) 3,812 — Net cash provided by (used in) financing activities from continuing operations 142,823 (41,684 ) (68,684 ) (118,038 ) (85,583 ) Cash flows from discontinued operations: Net cash used in operating activities (1,787 ) — (849 ) — (2,636 ) Net cash used in discontinued operations (1,787 ) — (849 ) — (2,636 ) Effect of exchange rate changes on cash and cash equivalents — — (25,249 ) — (25,249 ) Net (decrease) increase in cash and cash equivalents (6,384 ) — 41,514 — 35,130 Cash and cash equivalents at the beginning of the year 27,996 — 275,240 — 303,236 Cash and cash equivalents at the end of the year $ 21,612 $ — $ 316,754 $ — $ 338,366 Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Condensed Consolidated (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (105,467 ) $ 347,503 $ 52,634 $ (4,429 ) $ 290,241 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (2,273 ) (30,586 ) (34,712 ) — (67,571 ) Payments for businesses and intangibles acquired, net of cash acquired — (17,241 ) (28,536 ) — (45,777 ) Proceeds from sale of assets and investments 1,669 3,421 161 — 5,251 Investments in affiliates (60 ) 20 — — (40 ) Net cash used in investing activities from continuing operations (664 ) (44,386 ) (63,087 ) — (108,137 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 250,000 — — — 250,000 Reduction in borrowings (480,102 ) — — — (480,102 ) Debt issuance and amendment fees (4,494 ) — — — (4,494 ) Proceeds from share based compensation plans and the related tax impacts 4,245 — — — 4,245 Payments to noncontrolling interest shareholders — — (1,094 ) — (1,094 ) Dividends paid (56,258 ) — — — (56,258 ) Intercompany transactions 381,663 (317,617 ) (64,046 ) — — Intercompany dividends paid — — (4,429 ) 4,429 — Net cash provided by (used in) financing activities from continuing operations 95,054 (317,617 ) (69,569 ) 4,429 (287,703 ) Cash flows from discontinued operations: Net cash used in operating activities (3,676 ) — — — (3,676 ) Net cash used in discontinued operations (3,676 ) — — — (3,676 ) Effect of exchange rate changes on cash and cash equivalents — — (19,473 ) — (19,473 ) Net decrease in cash and cash equivalents (14,753 ) (14,500 ) (99,495 ) — (128,748 ) Cash and cash equivalents at the beginning of the year 42,749 14,500 374,735 — 431,984 Cash and cash equivalents at the end of the year $ 27,996 $ — $ 275,240 $ — $ 303,236 Year Ended December 31, 2013 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Condensed Consolidated (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (123,765 ) $ 181,290 $ 240,640 $ (66,866 ) $ 231,299 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (1,553 ) (47,633 ) (14,394 ) — (63,580 ) Payments for businesses and intangibles acquired, net of cash acquired — (250,912 ) (58,096 ) — (309,008 ) Investments in affiliates (50 ) — — — (50 ) Net cash used in investing activities from continuing operations (1,603 ) (298,545 ) (72,490 ) — (372,638 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 680,000 — — — 680,000 Reduction in borrowings (375,000 ) — — — (375,000 ) Debt extinguishment, issuance and amendment fees (6,400 ) — — — (6,400 ) Proceeds from share based compensation plans and the related tax impacts 6,181 — — — 6,181 Payments to noncontrolling interest shareholders — — (736 ) — (736 ) Payments for contingent consideration — (14,802 ) (2,156 ) — (16,958 ) Dividends paid (55,917 ) — — — (55,917 ) Intercompany transactions (148,880 ) 144,568 4,312 — — Intercompany dividends paid — (66,866 ) 66,866 — Net cash provided by (used in) financing activities from continuing operations 99,984 129,766 (65,446 ) 66,866 231,170 Cash flows from discontinued operations: Net cash used in operating activities (2,727 ) — (600 ) — (3,327 ) Net cash used in discontinued operations (2,727 ) — (600 ) — (3,327 ) Effect of exchange rate changes on cash and cash equivalents — — 8,441 — 8,441 Net (decrease) increase in cash and cash equivalents (28,111 ) 12,511 110,545 — 94,945 Cash and cash equivalents at the beginning of the year 70,860 1,989 264,190 — 337,039 Cash and cash equivalents at the end of the year $ 42,749 $ 14,500 $ 374,735 $ — $ 431,984 |