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 and six months ended July 2, 2017 and June 26, 2016 , condensed consolidating balance sheets as of July 2, 2017 and December 31, 2016 and condensed consolidating statements of cash flows for the six months ended July 2, 2017 and June 26, 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 Three Months Ended July 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 338,620 $ 296,977 $ (106,984 ) $ 528,613 Cost of goods sold — 190,202 152,440 (104,313 ) 238,329 Gross profit — 148,418 144,537 (2,671 ) 290,284 Selling, general and administrative expenses 7,468 95,171 56,334 (39 ) 158,934 Research and development expenses 264 13,594 6,420 — 20,278 Restructuring charges — 1,335 (465 ) — 870 (Loss) income from continuing operations before interest, extinguishment of debt and taxes (7,732 ) 38,318 82,248 (2,632 ) 110,202 Interest, net 51,073 (32,421 ) 1,081 — 19,733 Loss on extinguishment of debt 11 — — — 11 (Loss) income from continuing operations before taxes (58,816 ) 70,739 81,167 (2,632 ) 90,458 (Benefit) taxes on (loss) income from continuing operations (23,115 ) 22,123 14,210 (1,123 ) 12,095 Equity in net income of consolidated subsidiaries 114,064 58,861 240 (173,165 ) — Income from continuing operations 78,363 107,477 67,197 (174,674 ) 78,363 Operating loss from discontinued operations (566 ) — — — (566 ) Benefit on loss from discontinued operations (206 ) — — — (206 ) Loss from discontinued operations (360 ) — — — (360 ) Net income 78,003 107,477 67,197 (174,674 ) 78,003 Other comprehensive income 69,822 68,127 69,374 (137,501 ) 69,822 Comprehensive income $ 147,825 $ 175,604 $ 136,571 $ (312,175 ) $ 147,825 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, extinguishment of debt 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 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 Six Months Ended July 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 654,263 $ 573,292 $ (211,061 ) $ 1,016,494 Cost of goods sold — 382,203 296,336 (207,889 ) 470,650 Gross profit — 272,060 276,956 (3,172 ) 545,844 Selling, general and administrative expenses 27,987 189,214 105,178 524 322,903 Research and development expenses 499 24,780 12,826 — 38,105 Restructuring charges — 6,709 7,106 — 13,815 (Loss) income from continuing operations before interest, extinguishment of debt and taxes (28,486 ) 51,357 151,846 (3,696 ) 171,021 Interest, net 98,747 (63,384 ) 1,927 — 37,290 Loss on extinguishment of debt 5,593 — — — 5,593 (Loss) income from continuing operations before taxes (132,826 ) 114,741 149,919 (3,696 ) 128,138 (Benefit) taxes on (loss) income from continuing operations (53,022 ) 36,608 26,439 (599 ) 9,426 Equity in net income of consolidated subsidiaries 198,516 114,663 456 (313,635 ) — Income from continuing operations 118,712 192,796 123,936 (316,732 ) 118,712 Operating loss from discontinued operations (848 ) — — — (848 ) Benefit on loss from discontinued operations (309 ) — — — (309 ) Loss from discontinued operations (539 ) — — — (539 ) Net income 118,173 192,796 123,936 (316,732 ) 118,173 Other comprehensive income 119,422 117,531 123,275 (240,806 ) 119,422 Comprehensive income $ 237,595 $ 310,327 $ 247,211 $ (557,538 ) $ 237,595 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, extinguishment of debt 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 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS July 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 56,699 $ 10,963 $ 608,552 $ — $ 676,214 Accounts receivable, net 2,236 34,592 262,539 4,335 303,702 Accounts receivable from consolidated subsidiaries 8,333 2,265,552 345,901 (2,619,786 ) — Inventories, net — 228,022 168,954 (28,450 ) 368,526 Prepaid expenses and other current assets 14,163 9,280 20,518 3,337 47,298 Prepaid taxes 4,490 — 7,760 (372 ) 11,878 Total current assets 85,921 2,548,409 1,414,224 (2,640,936 ) 1,407,618 Property, plant and equipment, net 2,398 212,907 153,996 — 369,301 Goodwill — 1,238,551 615,525 — 1,854,076 Intangibles assets, net — 1,152,095 460,809 — 1,612,904 Deferred tax assets 72,037 — 5,435 (75,509 ) 1,963 Notes receivable and other amounts due from consolidated subsidiaries 1,310,464 2,163,757 — (3,474,221 ) — Other assets 7,386,675 1,706,244 31,051 (9,079,808 ) 44,162 Total assets $ 8,857,495 $ 9,021,963 $ 2,681,040 $ (15,270,474 ) $ 5,290,024 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 62,039 $ — $ 50,000 $ — $ 112,039 Accounts payable 3,136 38,529 40,308 — 81,973 Accounts payable to consolidated subsidiaries 2,306,666 261,263 51,857 (2,619,786 ) — Accrued expenses 19,284 26,593 39,173 — 85,050 Current portion of contingent consideration — 584 — — 584 Payroll and benefit-related liabilities 17,855 26,071 35,025 — 78,951 Accrued interest 5,264 — 30 — 5,294 Income taxes payable — — 4,408 (970 ) 3,438 Other current liabilities 500 4,250 3,972 — 8,722 Total current liabilities 2,414,744 357,290 224,773 (2,620,756 ) 376,051 Long-term borrowings 1,887,716 — — — 1,887,716 Deferred tax liabilities — 508,629 34,914 (75,509 ) 468,034 Pension and postretirement benefit liabilities 80,154 31,026 17,155 — 128,335 Noncurrent liability for uncertain tax positions 1,729 13,781 2,868 — 18,378 Notes payable and other amounts due to consolidated subsidiaries 2,089,600 1,185,791 198,830 (3,474,221 ) — Other liabilities 25,023 13,961 13,997 — 52,981 Total liabilities 6,498,966 2,110,478 492,537 (6,170,486 ) 2,931,495 Total shareholders' equity 2,358,529 6,911,485 2,188,503 (9,099,988 ) 2,358,529 Total liabilities and shareholders' equity $ 8,857,495 $ 9,021,963 $ 2,681,040 $ (15,270,474 ) $ 5,290,024 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 Six Months Ended July 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (121,726 ) $ 232,874 $ 148,460 $ (61,918 ) $ 197,690 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (173 ) (19,760 ) (16,900 ) — (36,833 ) Proceeds from sale of assets — — 6,332 — 6,332 Payments for businesses and intangibles acquired, net of cash acquired (975,524 ) — (17,935 ) — (993,459 ) Net cash used in investing activities from continuing operations (975,697 ) (19,760 ) (28,503 ) — (1,023,960 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 1,194,500 — — — 1,194,500 Reduction in borrowings (228,273 ) — — — (228,273 ) Debt extinguishment, issuance and amendment fees (19,114 ) — — — (19,114 ) Net proceeds from share based compensation plans and the related tax impacts 1,305 — — — 1,305 Payments for contingent consideration — (153 ) — — (153 ) Dividends paid (30,590 ) — — — (30,590 ) Intercompany transactions 222,684 (203,029 ) (19,655 ) — — Intercompany dividends paid — — (61,918 ) 61,918 — Net cash provided by (used in) financing activities from continuing operations 1,140,512 (203,182 ) (81,573 ) 61,918 917,675 Cash flows from discontinued operations: Net cash used in operating activities (961 ) — — — (961 ) Net cash used in discontinued operations (961 ) — — — (961 ) Effect of exchange rate changes on cash and cash equivalents — — 41,981 — 41,981 Net increase in cash and cash equivalents 42,128 9,932 80,365 132,425 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 $ 56,699 $ 10,963 $ 608,552 $ — $ 676,214 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) provided by 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 |