Condensed consolidating guarantor financial information | Note 14 — Condensed consolidating guarantor financial information The Company's 2024 Notes and 2026 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 26, 2016 and June 28, 2015 , condensed consolidating balance sheets as of June 26, 2016 and December 31, 2015 and condensed consolidating statements of cash flows for the six months ended June 26, 2016 and June 28, 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 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. TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 26, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 280,430 $ 290,784 $ (97,661 ) $ 473,553 Cost of goods sold — 170,700 146,997 (100,543 ) 217,154 Gross profit — 109,730 143,787 2,882 256,399 Selling, general and administrative expenses 10,285 86,385 46,297 16 142,983 Research and development expenses 140 8,644 6,688 — 15,472 Restructuring charges — 557 (676 ) — (119 ) Gain on sale of assets — (378 ) — — (378 ) (Loss) income from continuing operations before interest and taxes (10,425 ) 14,522 91,478 2,866 98,441 Interest, net 33,146 (22,437 ) 1,069 — 11,778 Loss on extinguishment of debt 19,261 — — — 19,261 (Loss) income from continuing operations before taxes (62,832 ) 36,959 90,409 2,866 67,402 (Benefit) taxes on (loss) income from continuing operations (23,077 ) 14,504 15,909 671 8,007 Equity in net income of consolidated subsidiaries 99,295 63,605 175 (163,075 ) — Income from continuing operations 59,540 86,060 74,675 (160,880 ) 59,395 Operating (loss) income from discontinued operations (373 ) — 379 — 6 Tax (benefit) on (loss) income from discontinued operations (136 ) — (51 ) — (187 ) (Loss) income from discontinued operations (237 ) — 430 — 193 Net income 59,303 86,060 75,105 (160,880 ) 59,588 Less: Income from continuing operations attributable to noncontrolling interest — — 285 — 285 Net income attributable to common shareholders 59,303 86,060 74,820 (160,880 ) 59,303 Other comprehensive loss attributable to common shareholders (8,441 ) (9,685 ) (11,378 ) 21,063 (8,441 ) Comprehensive income attributable to common shareholders $ 50,862 $ 76,375 $ 63,442 $ (139,817 ) $ 50,862 Three Months Ended June 28, 2015 Parent Guarantor Non-Guarantor Eliminations Condensed Consolidated (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 charges — 591 (11 ) — 580 (Loss) income from continuing operations before interest 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 10,454 — — — 10,454 (Loss) income from continuing operations before taxes (52,475 ) 41,221 63,141 (1,408 ) 50,479 (Benefit) taxes on (loss) 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 interest — — 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 Six Months Ended June 26, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 539,341 $ 552,132 $ (193,027 ) $ 898,446 Cost of goods sold — 326,241 279,960 (189,301 ) 416,900 Gross profit — 213,100 272,172 (3,726 ) 481,546 Selling, general and administrative expenses 19,614 167,862 91,356 499 279,331 Research and development expenses 140 15,079 12,606 — 27,825 Restructuring charges — 5,315 4,534 — 9,849 Gain on sale of assets — (378 ) (1,019 ) — (1,397 ) (Loss) income from continuing operations before interest and taxes (19,754 ) 25,222 164,695 (4,225 ) 165,938 Interest, net 66,190 (42,755 ) 2,047 — 25,482 Loss on extinguishment of debt 19,261 — — — 19,261 (Loss) income from continuing operations before taxes (105,205 ) 67,977 162,648 (4,225 ) 121,195 (Benefit) taxes on (loss) income from continuing operations (38,925 ) 26,181 23,773 (409 ) 10,620 Equity in net income of consolidated subsidiaries 176,752 121,505 343 (298,600 ) — Income from continuing operations 110,472 163,301 139,218 (302,416 ) 110,575 Operating (loss) income from discontinued operations (755 ) — 379 — (376 ) (Benefit) taxes on (loss) income from discontinued operations (275 ) — 18 — (257 ) (Loss) income from discontinued operations (480 ) — 361 — (119 ) Net income 109,992 163,301 139,579 (302,416 ) 110,456 Less: Income from continuing operations attributable to noncontrolling interest — — 464 — 464 Net income attributable to common shareholders 109,992 163,301 139,115 (302,416 ) 109,992 Other comprehensive income attributable to common shareholders 14,753 8,888 11,034 (19,922 ) 14,753 Comprehensive income attributable to common shareholders $ 124,745 $ 172,189 $ 150,149 $ (322,338 ) $ 124,745 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 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 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 interest — — 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 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS June 26, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 50,209 $ 1,089 $ 425,192 $ — $ 476,490 Accounts receivable, net 3,139 4,832 261,674 3,885 273,530 Accounts receivable from consolidated subsidiaries 4,914 2,363,862 308,587 (2,677,363 ) — Inventories, net — 203,774 163,045 (28,354 ) 338,465 Prepaid expenses and other current assets 10,289 5,993 15,894 3,665 35,841 Prepaid taxes 8,579 — 21,790 — 30,369 Assets held for sale 2,901 — 4,125 — 7,026 Total current assets 80,031 2,579,550 1,200,307 (2,698,167 ) 1,161,721 Property, plant and equipment, net 2,771 166,228 145,666 — 314,665 Goodwill — 705,754 595,594 — 1,301,348 Intangibles assets, net — 724,239 450,859 — 1,175,098 Investments in affiliates 5,913,792 1,488,669 23,383 (7,425,600 ) 244 Deferred tax assets 86,886 — 6,235 (91,136 ) 1,985 Notes receivable and other amounts due from consolidated subsidiaries 1,353,481 1,786,335 — (3,139,816 ) — Other assets 22,443 6,697 16,006 — 45,146 Total assets $ 7,459,404 $ 7,457,472 $ 2,438,050 $ (13,354,719 ) $ 4,000,207 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 130,652 $ — $ 43,300 $ — $ 173,952 Accounts payable 3,802 34,362 34,623 — 72,787 Accounts payable to consolidated subsidiaries 2,423,041 221,128 33,194 (2,677,363 ) — Accrued expenses 14,963 17,361 31,072 — 63,396 Current portion of contingent consideration — 7,453 — — 7,453 Payroll and benefit-related liabilities 19,447 17,637 33,975 — 71,059 Accrued interest 5,670 — 18 — 5,688 Income taxes payable — — 13,038 (81 ) 12,957 Other current liabilities 4,777 2,157 9,578 — 16,512 Total current liabilities 2,602,352 300,098 198,798 (2,677,444 ) 423,804 Long-term borrowings 907,930 — — — 907,930 Deferred tax liabilities — 372,650 35,813 (91,136 ) 317,327 Pension and other postretirement benefit liabilities 95,719 32,004 16,269 — 143,992 Noncurrent liability for uncertain tax positions 1,503 17,825 7,087 — 26,415 Notes payable and other amounts due to consolidated subsidiaries 1,709,543 1,231,819 198,454 (3,139,816 ) — Other liabilities 23,007 23,505 12,659 — 59,171 Total liabilities 5,340,054 1,977,901 469,080 (5,908,396 ) 1,878,639 Total common shareholders' equity 2,119,350 5,479,571 1,966,752 (7,446,323 ) 2,119,350 Noncontrolling interest — — 2,218 — 2,218 Total equity 2,119,350 5,479,571 1,968,970 (7,446,323 ) 2,121,568 Total liabilities and equity $ 7,459,404 $ 7,457,472 $ 2,438,050 $ (13,354,719 ) $ 4,000,207 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 Six Months Ended June 26, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (29,648 ) $ 69,875 $ 141,261 $ — $ 181,488 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (146 ) (9,947 ) (9,442 ) — (19,535 ) Proceeds from sale of assets — 20,642 1,251 (17,908 ) 3,985 Payments for businesses and intangibles acquired, net of cash acquired — — (21,025 ) 17,908 (3,117 ) Net cash used in investing activities from continuing operations (146 ) 10,695 (29,216 ) — (18,667 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 665,000 — — — 665,000 Reduction in borrowings (656,479 ) — — — (656,479 ) Debt extinguishment, issuance and amendment fees (8,182 ) — — — (8,182 ) Net proceeds from share based compensation plans and the related tax impacts 6,593 — — — 6,593 Payments for contingent consideration — (133 ) — — (133 ) Dividends paid (28,998 ) — — — (28,998 ) Intercompany transactions 81,640 (79,348 ) (2,292 ) — — Net cash provided by (used in) financing activities from continuing operations 59,574 (79,481 ) (2,292 ) — (22,199 ) Cash flows from discontinued operations: Net cash used in operating activities (1,183 ) — — — (1,183 ) Net cash used in discontinued operations (1,183 ) — — — (1,183 ) Effect of exchange rate changes on cash and cash equivalents — — (1,315 ) — (1,315 ) Net increase in cash and cash equivalents 28,597 1,089 108,438 — 138,124 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 $ 50,209 $ 1,089 $ 425,192 $ — $ 476,490 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 new borrowings 288,100 — — — 288,100 Reduction in 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 paid (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 |