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 months ended March 27, 2016 and March 29, 2015 , condensed consolidating balance sheets as of March 27, 2016 and December 31, 2015 and condensed consolidating statements of cash flows for the three months ended March 27, 2016 and March 29, 2015 , 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, 2015 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 Company made revisions to the classification of certain balances related to intercompany transactions in the condensed consolidating statements of income and comprehensive loss for the three months ended March 29, 2015, as well as the condensed consolidating statement of cash flows for the three months ended March 29, 2015 . 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. TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) Three Months Ended March 27, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 258,911 $ 261,348 $ (95,366 ) $ 424,893 Cost of goods sold — 155,541 132,963 (88,758 ) 199,746 Gross profit — 103,370 128,385 (6,608 ) 225,147 Selling, general and administrative expenses 9,329 81,477 45,059 483 136,348 Research and development expenses — 6,435 5,918 — 12,353 Restructuring charges — 4,758 5,210 — 9,968 Gain on sale of assets — — (1,019 ) — (1,019 ) (Loss) income from continuing operations before interest and taxes (9,329 ) 10,700 73,217 (7,091 ) 67,497 Interest, net 33,044 (20,318 ) 978 — 13,704 (Loss) income from continuing operations before taxes (42,373 ) 31,018 72,239 (7,091 ) 53,793 (Benefit) taxes on income from continuing operations (15,848 ) 11,677 7,864 (1,080 ) 2,613 Equity in net income of consolidated subsidiaries 77,457 57,900 168 (135,525 ) — Income from continuing operations 50,932 77,241 64,543 (141,536 ) 51,180 Operating loss from discontinued operations (382 ) — — — (382 ) (Benefit) taxes on loss from discontinued operations (139 ) — 69 — (70 ) Loss from discontinued operations (243 ) — (69 ) — (312 ) Net income 50,689 77,241 64,474 (141,536 ) 50,868 Less: Income from continuing operations attributable to noncontrolling interest — — 179 — 179 Net income attributable to common shareholders 50,689 77,241 64,295 (141,536 ) 50,689 Other comprehensive income attributable to common shareholders 23,194 18,573 22,412 (40,985 ) 23,194 Comprehensive income attributable to common shareholders $ 73,883 $ 95,814 $ 86,707 $ (182,521 ) $ 73,883 Three Months Ended March 29, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 264,161 $ 258,901 $ (93,632 ) $ 429,430 Cost of goods sold — 158,326 137,618 (89,151 ) 206,793 Gross profit — 105,835 121,283 (4,481 ) 222,637 Selling, general and administrative expenses 11,452 84,268 43,817 160 139,697 Research and development expenses — 11,127 1,757 — 12,884 Restructuring charges — 3,739 709 — 4,448 (Loss) income from continuing operations before interest and taxes (11,452 ) 6,701 75,000 (4,641 ) 65,608 Interest, net 34,360 (18,569 ) 1,212 — 17,003 (Loss) income from continuing operations before taxes (45,812 ) 25,270 73,788 (4,641 ) 48,605 (Benefit) taxes on (loss) income from continuing operations (15,293 ) 10,992 14,744 (1,111 ) 9,332 Equity in net income of consolidated subsidiaries 69,538 59,690 97 (129,325 ) — Income from continuing operations 39,019 73,968 59,141 (132,855 ) 39,273 Operating (loss) income from discontinued operations (503 ) — 4 — (499 ) Taxes on loss from discontinued operations 164 — 40 — 204 Loss from discontinued operations (667 ) — (36 ) — (703 ) Net income 38,352 73,968 59,105 (132,855 ) 38,570 Less: Income from continuing operations attributable to noncontrolling interest — — 218 — 218 Net income attributable to common shareholders 38,352 73,968 58,887 (132,855 ) 38,352 Other comprehensive loss attributable to common shareholders (81,201 ) (106,761 ) (99,728 ) 206,489 (81,201 ) Comprehensive loss attributable to common shareholders $ (42,849 ) $ (32,793 ) $ (40,841 ) $ 73,634 $ (42,849 ) TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS March 27, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 23,992 $ 1,005 $ 367,561 $ — $ 392,558 Accounts receivable, net 2,688 3,969 264,101 3,902 274,660 Accounts receivable from consolidated subsidiaries 4,691 2,408,849 315,430 (2,728,970 ) — Inventories, net — 207,361 162,803 (31,258 ) 338,906 Prepaid expenses and other current assets 12,505 7,136 17,427 3,665 40,733 Prepaid taxes 11,045 — 20,053 — 31,098 Assets held for sale 2,901 — 4,153 — 7,054 Total current assets 57,822 2,628,320 1,151,528 (2,752,661 ) 1,085,009 Property, plant and equipment, net 2,817 170,273 145,093 — 318,183 Goodwill — 705,754 597,702 — 1,303,456 Intangibles assets, net — 752,114 436,739 — 1,188,853 Investments in affiliates 5,823,852 1,436,790 23,143 (7,283,589 ) 196 Deferred tax assets 85,243 — 6,731 (89,616 ) 2,358 Notes receivable and other amounts due from consolidated subsidiaries 1,339,835 1,688,217 — (3,028,052 ) — Other assets 22,697 6,647 16,067 — 45,411 Total assets $ 7,332,266 $ 7,388,115 $ 2,377,003 $ (13,153,918 ) $ 3,943,466 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 377,898 $ — $ 43,300 $ — $ 421,198 Accounts payable 3,403 32,514 37,396 — 73,313 Accounts payable to consolidated subsidiaries 2,461,194 227,846 39,930 (2,728,970 ) — Accrued expenses 15,623 20,429 32,745 — 68,797 Current portion of contingent consideration — 7,397 — — 7,397 Payroll and benefit-related liabilities 16,749 16,724 38,558 — 72,031 Accrued interest 6,615 — 20 — 6,635 Income taxes payable — — 13,452 (752 ) 12,700 Other current liabilities 1,968 2,623 8,013 — 12,604 Total current liabilities 2,883,450 307,533 213,414 (2,729,722 ) 674,675 Long-term borrowings 641,973 — — — 641,973 Deferred tax liabilities — 376,062 35,597 (89,616 ) 322,043 Pension and other postretirement benefit liabilities 98,086 32,000 16,718 — 146,804 Noncurrent liability for uncertain tax positions 1,321 17,775 7,072 — 26,168 Notes payable and other amounts due to consolidated subsidiaries 1,612,032 1,229,786 186,234 (3,028,052 ) — Other liabilities 23,308 21,764 12,656 — 57,728 Total liabilities 5,260,170 1,984,920 471,691 (5,847,390 ) 1,869,391 Convertible notes - redeemable equity component 12,877 — — — 12,877 Mezzanine equity 12,877 — — — 12,877 Total common shareholders' equity 2,059,219 5,403,195 1,903,333 (7,306,528 ) 2,059,219 Noncontrolling interest — — 1,979 — 1,979 Total equity 2,059,219 5,403,195 1,905,312 (7,306,528 ) 2,061,198 Total liabilities and equity $ 7,332,266 $ 7,388,115 $ 2,377,003 $ (13,153,918 ) $ 3,943,466 December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed (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 10,511 4,702 16,037 3,665 34,915 Prepaid taxes 16,686 — 14,622 (413 ) 30,895 Assets held for sale 2,901 — 4,071 — 6,972 Total current assets 59,524 2,626,270 1,042,052 (2,724,007 ) 1,003,839 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 22,602 6,615 24,275 — 53,492 Total assets $ 7,259,161 $ 7,293,533 $ 2,263,942 $ (12,944,862 ) $ 3,871,774 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 374,050 $ — $ 43,300 $ — $ 417,350 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 2,899,875 290,483 180,899 (2,707,137 ) 664,120 Long-term borrowings 641,850 — — — 641,850 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 5,249,889 1,986,091 445,509 (5,820,808 ) 1,860,681 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 $ 7,259,161 $ 7,293,533 $ 2,263,942 $ (12,944,862 ) $ 3,871,774 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 27, 2016 Parent Guarantor Non-Guarantor Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (18,852 ) $ 25,624 $ 60,060 $ 66,832 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (5 ) (3,470 ) (4,347 ) (7,822 ) Proceeds from sale of assets — — 1,251 1,251 Net cash used in investing activities from continuing operations (5 ) (3,470 ) (3,096 ) (6,571 ) Cash flows from financing activities of continuing operations: Reduction in borrowings (9 ) — — (9 ) Net proceeds from share based compensation plans and the related tax impacts 3,180 — — 3,180 Payments for contingent consideration — (61 ) — (61 ) Dividends paid (14,179 ) — — (14,179 ) Intercompany transactions 32,371 (21,088 ) (11,283 ) — Net cash provided by (used in) financing activities from continuing operations 21,363 (21,149 ) (11,283 ) (11,069 ) Cash flows from discontinued operations: Net cash used in operating activities (126 ) — — (126 ) Net cash used in discontinued operations (126 ) — — (126 ) Effect of exchange rate changes on cash and cash equivalents — — 5,126 5,126 Net increase in cash and cash equivalents 2,380 1,005 50,807 54,192 Cash and cash equivalents at the beginning of the period 21,612 — 316,754 338,366 Cash and cash equivalents at the end of the period $ 23,992 $ 1,005 $ 367,561 $ 392,558 Three Months Ended March 29, 2015 Parent Guarantor Non-Guarantor Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (55,161 ) $ 21,527 $ 75,992 $ 42,358 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (37 ) (7,738 ) (6,670 ) (14,445 ) Payments for businesses and intangibles acquired, net of cash acquired — — (7,375 ) (7,375 ) Net cash used in investing activities from continuing operations (37 ) (7,738 ) (14,045 ) (21,820 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 30,000 — — 30,000 Reduction in borrowings (52 ) — — (52 ) Net proceeds from share based compensation plans and the related tax impacts (289 ) — — (289 ) Payments for contingent consideration (3,989 ) (3,989 ) Dividends paid (14,118 ) — — (14,118 ) Intercompany transactions 40,065 (9,800 ) (30,265 ) — Net cash provided by (used in) financing activities from continuing operations 55,606 (13,789 ) (30,265 ) 11,552 Cash flows from discontinued operations: Net cash used in operating activities (302 ) — (824 ) (1,126 ) Net cash used in discontinued operations (302 ) — (824 ) (1,126 ) Effect of exchange rate changes on cash and cash equivalents — — (25,441 ) (25,441 ) Net increase in cash and cash equivalents 106 — 5,417 5,523 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 $ 28,102 $ — $ 280,657 $ 308,759 |