Condensed consolidating guarantor financial information | Note 15 — Condensed consolidating guarantor financial information Teleflex Incorporated (the "Parent Company") is the issuer of its 5.25% Senior Notes due 2024 (the "2024 Notes") and 4.875% Senior Notes due 2026 (the "2026 Notes"). Payment of the Parent Company's obligations under the 2024 Notes and 2026 Notes is 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 for the three months ended April 2, 2017 and March 27, 2016 , condensed consolidating balance sheets as of April 2, 2017 and December 31, 2016 and condensed consolidating statements of cash flows for the three months ended April 2, 2017 and March 27, 2016 , provide consolidated information for: a. Parent Company, the issuer of the guaranteed obligations; b. Guarantor Subsidiaries, on a combined basis; c. Non-Guarantor Subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the 2024 Notes and 2026 Notes), 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, 2016 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 April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 315,643 $ 276,315 $ (104,077 ) $ 487,881 Cost of goods sold — 192,001 143,896 (103,576 ) 232,321 Gross profit — 123,642 132,419 (501 ) 255,560 Selling, general and administrative expenses 20,519 94,043 48,844 563 163,969 Research and development expenses 235 11,186 6,406 — 17,827 Restructuring charges — 5,374 7,571 — 12,945 (Loss) income from continuing operations before interest, extinguishment of debt and taxes (20,754 ) 13,039 69,598 (1,064 ) 60,819 Interest, net 47,674 (30,963 ) 846 — 17,557 Loss on extinguishment of debt 5,582 — — — 5,582 (Loss) income from continuing operations before taxes (74,010 ) 44,002 68,752 (1,064 ) 37,680 (Benefit) taxes on (loss) income from continuing operations (29,907 ) 14,485 12,229 524 (2,669 ) Equity in net income of consolidated subsidiaries 84,452 55,802 216 (140,470 ) — Income from continuing operations 40,349 85,319 56,739 (142,058 ) 40,349 Operating loss from discontinued operations (282 ) — — — (282 ) Benefit on loss from discontinued operations (103 ) — — — (103 ) Loss from discontinued operations (179 ) — — — (179 ) Net income 40,170 85,319 56,739 (142,058 ) 40,170 Other comprehensive income 49,600 49,404 53,901 (103,305 ) 49,600 Comprehensive income $ 89,770 $ 134,723 $ 110,640 $ (245,363 ) $ 89,770 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 (loss) 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 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 153,100 $ 7,593 $ 528,436 $ — $ 689,129 Accounts receivable, net 2,215 34,464 241,897 4,296 282,872 Accounts receivable from consolidated subsidiaries 8,025 2,238,256 338,230 (2,584,511 ) — Inventories, net — 222,619 158,358 (25,688 ) 355,289 Prepaid expenses and other current assets 14,084 9,477 20,340 3,337 47,238 Prepaid taxes 11,072 — 9,527 — 20,599 Total current assets 188,496 2,512,409 1,296,788 (2,602,566 ) 1,395,127 Property, plant and equipment, net 2,517 207,818 144,899 — 355,234 Goodwill — 1,228,353 587,145 — 1,815,498 Intangibles assets, net — 1,167,974 452,480 — 1,620,454 Deferred tax assets 72,621 — 5,434 (76,092 ) 1,963 Notes receivable and other amounts due from consolidated subsidiaries 1,321,595 2,151,605 — (3,473,200 ) — Other assets 7,203,940 1,578,527 30,859 (8,769,166 ) 44,160 Total assets $ 8,789,169 $ 8,846,686 $ 2,517,605 $ (14,921,024 ) $ 5,232,436 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 81,095 $ — $ 50,000 $ — $ 131,095 Accounts payable 4,335 40,095 37,588 — 82,018 Accounts payable to consolidated subsidiaries 2,290,413 255,530 38,568 (2,584,511 ) — Accrued expenses 19,473 26,116 36,801 — 82,390 Current portion of contingent consideration — 669 — — 669 Payroll and benefit-related liabilities 16,858 15,707 33,362 — 65,927 Accrued interest 12,657 — 29 — 12,686 Income taxes payable — — 7,519 524 8,043 Other current liabilities 1,926 4,153 3,451 — 9,530 Total current liabilities 2,426,757 342,270 207,318 (2,583,987 ) 392,358 Long-term borrowings 1,957,797 — — — 1,957,797 Deferred tax liabilities — 504,454 32,292 (76,092 ) 460,654 Pension and postretirement benefit liabilities 82,623 31,223 16,380 — 130,226 Noncurrent liability for uncertain tax positions 1,432 13,731 2,776 — 17,939 Notes payable and other amounts due to consolidated subsidiaries 2,076,792 1,203,358 193,050 (3,473,200 ) — Other liabilities 24,864 15,770 13,924 — 54,558 Total liabilities 6,570,265 2,110,806 465,740 (6,133,279 ) 3,013,532 Total shareholders' equity 2,218,904 6,735,880 2,051,865 (8,787,745 ) 2,218,904 Total liabilities and shareholders' equity $ 8,789,169 $ 8,846,686 $ 2,517,605 $ (14,921,024 ) $ 5,232,436 December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 14,571 $ 1,031 $ 528,187 $ — $ 543,789 Accounts receivable, net 2,551 8,768 255,815 4,859 271,993 Accounts receivable from consolidated subsidiaries 4,861 2,176,059 309,149 (2,490,069 ) — Inventories, net — 200,852 140,406 (25,087 ) 316,171 Prepaid expenses and other current assets 14,239 5,332 17,474 3,337 40,382 Prepaid taxes — — 7,766 413 8,179 Assets held for sale — — 2,879 — 2,879 Total current assets 36,222 2,392,042 1,261,676 (2,506,547 ) 1,183,393 Property, plant and equipment, net 2,566 163,847 136,486 — 302,899 Goodwill — 708,546 568,174 — 1,276,720 Intangibles assets, net — 640,999 450,664 — 1,091,663 Deferred tax assets 73,051 — 5,185 (76,524 ) 1,712 Notes receivable and other amounts due from consolidated subsidiaries 1,387,615 2,085,538 — (3,473,153 ) — Other assets 6,044,337 1,525,285 29,962 (7,564,758 ) 34,826 Total assets $ 7,543,791 $ 7,516,257 $ 2,452,147 $ (13,620,982 ) $ 3,891,213 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 133,071 $ — $ 50,000 $ — $ 183,071 Accounts payable 4,540 30,924 33,936 — 69,400 Accounts payable to consolidated subsidiaries 2,242,814 214,203 33,052 (2,490,069 ) — Accrued expenses 16,827 18,126 30,196 — 65,149 Current portion of contingent consideration — 587 — — 587 Payroll and benefit-related liabilities 20,610 26,672 35,397 — 82,679 Accrued interest 10,429 — 21 — 10,450 Income taxes payable 1,246 — 6,577 85 7,908 Other current liabilities 2,262 3,643 2,497 — 8,402 Total current liabilities 2,431,799 294,155 191,676 (2,489,984 ) 427,646 Long-term borrowings 850,252 — — — 850,252 Deferred tax liabilities — 316,526 31,375 (76,524 ) 271,377 Pension and postretirement benefit liabilities 85,645 31,561 15,856 — 133,062 Noncurrent liability for uncertain tax positions 1,169 13,684 2,667 — 17,520 Notes payable and other amounts due to consolidated subsidiaries 2,011,737 1,264,004 197,412 (3,473,153 ) — Other liabilities 23,848 15,695 12,472 — 52,015 Total liabilities 5,404,450 1,935,625 451,458 (6,039,661 ) 1,751,872 Convertible notes - redeemable equity component 1,824 — — — 1,824 Mezzanine equity 1,824 — — — 1,824 Total shareholders' equity 2,137,517 5,580,632 2,000,689 (7,581,321 ) 2,137,517 Total liabilities and shareholders' equity $ 7,543,791 $ 7,516,257 $ 2,452,147 $ (13,620,982 ) $ 3,891,213 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (86,020 ) $ 158,343 $ 80,535 $ (61,918 ) $ 90,940 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (155 ) (2,206 ) (10,533 ) — (12,894 ) Proceeds from sale of assets — — 6,332 — 6,332 Payments for businesses and intangibles acquired, net of cash acquired (975,524 ) — — — (975,524 ) Net cash used in investing activities from continuing operations (975,679 ) (2,206 ) (4,201 ) — (982,086 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 1,194,500 — — — 1,194,500 Reduction in borrowings (138,251 ) — — — (138,251 ) Debt extinguishment, issuance and amendment fees (19,114 ) — — — (19,114 ) Net proceeds from share based compensation plans and the related tax impacts (505 ) — — — (505 ) Payments for contingent consideration — (79 ) — — (79 ) Dividends paid (15,287 ) — — — (15,287 ) Intercompany transactions 179,151 (149,496 ) (29,655 ) — — Intercompany dividends paid — — (61,918 ) 61,918 — Net cash provided by (used in) financing activities from continuing operations 1,200,494 (149,575 ) (91,573 ) 61,918 1,021,264 Cash flows from discontinued operations: Net cash used in operating activities (266 ) — — — (266 ) Net cash used in discontinued operations (266 ) — — — (266 ) Effect of exchange rate changes on cash and cash equivalents — — 15,488 — 15,488 Net increase in cash and cash equivalents 138,529 6,562 249 145,340 Cash and cash equivalents at the beginning of the period 14,571 1,031 528,187 — 543,789 Cash and cash equivalents at the end of the period $ 153,100 $ 7,593 $ 528,436 $ — $ 689,129 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 |