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 nine months ended October 1, 2017 and September 25, 2016 , condensed consolidating balance sheets as of October 1, 2017 and December 31, 2016 and condensed consolidating statements of cash flows for the nine months ended October 1, 2017 and September 25, 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 October 1, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 335,051 $ 303,676 $ (104,024 ) $ 534,703 Cost of goods sold — 194,262 149,302 (104,088 ) 239,476 Gross profit — 140,789 154,374 64 295,227 Selling, general and administrative expenses 10,536 89,315 64,046 (126 ) 163,771 Research and development expenses 220 14,788 6,186 — 21,194 Restructuring charges (credits) — 552 (644 ) — (92 ) (Loss) income from continuing operations before interest and taxes (10,756 ) 36,134 84,786 190 110,354 Interest, net 53,521 (33,392 ) 849 — 20,978 (Loss) income from continuing operations before taxes (64,277 ) 69,526 83,937 190 89,376 (Benefit) taxes on (loss) income from continuing operations (30,845 ) 23,453 17,364 6 9,978 Equity in net income of consolidated subsidiaries 112,830 61,027 257 (174,114 ) — Income from continuing operations 79,398 107,100 66,830 (173,930 ) 79,398 Operating loss from discontinued operations (3,749 ) — — — (3,749 ) Benefit on loss from discontinued operations (1,366 ) — — — (1,366 ) Loss from discontinued operations (2,383 ) — — — (2,383 ) Net income 77,015 107,100 66,830 (173,930 ) 77,015 Other comprehensive income 43,845 30,196 56,286 (86,482 ) 43,845 Comprehensive income $ 120,860 $ 137,296 $ 123,116 $ (260,412 ) $ 120,860 Three Months Ended September 25, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 270,610 $ 281,258 $ (96,220 ) $ 455,648 Cost of goods sold — 163,052 147,240 (96,246 ) 214,046 Gross profit — 107,558 134,018 26 241,602 Selling, general and administrative expenses 11,208 80,333 48,285 (29 ) 139,797 Research and development expenses 179 8,422 6,466 — 15,067 Restructuring charges 380 1,712 935 — 3,027 (Gain) loss on sale of assets (2,707 ) 104 (173 ) — (2,776 ) (Loss) income from continuing operations before interest and taxes (9,060 ) 16,987 78,505 55 86,487 Interest, net 41,344 (29,612 ) 1,041 — 12,773 (Loss) income from continuing operations before taxes (50,404 ) 46,599 77,464 55 73,714 (Benefit) taxes on (loss) income from continuing operations (18,017 ) 13,166 12,437 (72 ) 7,514 Equity in net income of consolidated subsidiaries 98,544 57,837 183 (156,564 ) — Income from continuing operations 66,157 91,270 65,210 (156,437 ) 66,200 Operating income from discontinued operations 260 — — — 260 Taxes on income from discontinued operations 95 — 43 — 138 Income (loss) from discontinued operations 165 — (43 ) — 122 Net income attributable to common shareholders 66,322 91,270 65,167 (156,437 ) 66,322 Other comprehensive income (loss) attributable to common shareholders 1,053 (501 ) 1,243 (742 ) 1,053 Comprehensive income attributable to common shareholders $ 67,375 $ 90,769 $ 66,410 $ (157,179 ) $ 67,375 Nine Months Ended October 1, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 989,314 $ 876,968 $ (315,085 ) $ 1,551,197 Cost of goods sold — 576,465 445,638 (311,977 ) 710,126 Gross profit — 412,849 431,330 (3,108 ) 841,071 Selling, general and administrative expenses 38,523 278,529 169,224 398 486,674 Research and development expenses 719 39,568 19,012 — 59,299 Restructuring charges — 7,261 6,462 — 13,723 (Loss) income from continuing operations before interest, extinguishment of debt and taxes (39,242 ) 87,491 236,632 (3,506 ) 281,375 Interest, net 152,268 (96,776 ) 2,776 — 58,268 Loss on extinguishment of debt 5,593 — — — 5,593 (Loss) income from continuing operations before taxes (197,103 ) 184,267 233,856 (3,506 ) 217,514 (Benefit) taxes on (loss) income from continuing operations (83,867 ) 60,061 43,803 (593 ) 19,404 Equity in net income of consolidated subsidiaries 311,346 175,690 713 (487,749 ) — Income from continuing operations 198,110 299,896 190,766 (490,662 ) 198,110 Operating loss from discontinued operations (4,597 ) — — — (4,597 ) Benefit on loss from discontinued operations (1,675 ) — — — (1,675 ) Loss from discontinued operations (2,922 ) — — — (2,922 ) Net income 195,188 299,896 190,766 (490,662 ) 195,188 Other comprehensive income 163,267 147,727 179,561 (327,288 ) 163,267 Comprehensive income $ 358,455 $ 447,623 $ 370,327 $ (817,950 ) $ 358,455 Nine Months Ended September 25, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 809,951 $ 833,390 $ (289,247 ) $ 1,354,094 Cost of goods sold — 489,293 427,200 (285,547 ) 630,946 Gross profit — 320,658 406,190 (3,700 ) 723,148 Selling, general and administrative expenses 30,822 248,195 139,641 470 419,128 Research and development expenses 319 23,501 19,072 — 42,892 Restructuring charges 380 7,027 5,469 — 12,876 Gain on sale of assets (2,707 ) (274 ) (1,192 ) — (4,173 ) (Loss) income from continuing operations before interest, extinguishment of debt and taxes (28,814 ) 42,209 243,200 (4,170 ) 252,425 Interest, net 107,534 (72,367 ) 3,088 — 38,255 Loss on extinguishment of debt 19,261 — — — 19,261 (Loss) income from continuing operations before taxes (155,609 ) 114,576 240,112 (4,170 ) 194,909 (Benefit) taxes on (loss) income from continuing operations (56,942 ) 39,347 36,210 (481 ) 18,134 Equity in net income of consolidated subsidiaries 275,296 179,342 526 (455,164 ) — Income from continuing operations 176,629 254,571 204,428 (458,853 ) 176,775 Operating (loss) income from discontinued operations (495 ) — 379 — (116 ) (Benefit) taxes on (loss) income from discontinued operations (180 ) — 61 — (119 ) (Loss) income from discontinued operations (315 ) — 318 — 3 Net income 176,314 254,571 204,746 (458,853 ) 176,778 Less: Income from continuing operations attributable to noncontrolling interest — — 464 — 464 Net income attributable to common shareholders 176,314 254,571 204,282 (458,853 ) 176,314 Other comprehensive income attributable to common shareholders 15,806 8,387 12,277 (20,664 ) 15,806 Comprehensive income attributable to common shareholders $ 192,120 $ 262,958 $ 216,559 $ (479,517 ) $ 192,120 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS October 1, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 45,189 $ 748,412 $ 223,972 $ — $ 1,017,573 Accounts receivable, net 2,232 36,055 263,725 4,460 306,472 Accounts receivable from consolidated subsidiaries 9,095 2,273,240 359,560 (2,641,895 ) — Inventories, net — 236,355 174,561 (28,499 ) 382,417 Prepaid expenses and other current assets 15,492 8,722 24,048 3,337 51,599 Prepaid taxes — — 8,690 — 8,690 Total current assets 72,008 3,302,784 1,054,556 (2,662,597 ) 1,766,751 Property, plant and equipment, net 2,247 209,966 162,248 — 374,461 Goodwill — 902,429 983,728 — 1,886,157 Intangibles assets, net — 612,745 994,198 — 1,606,943 Investments in consolidated subsidiaries 7,245,740 1,801,602 23,546 (9,070,888 ) — Deferred tax assets — — 5,496 (3,476 ) 2,020 Notes receivable and other amounts due from consolidated subsidiaries 2,082,206 2,256,368 — (4,338,574 ) — Other assets 29,378 6,308 8,715 — 44,401 Total assets $ 9,431,579 $ 9,092,202 $ 3,232,487 $ (16,075,535 ) $ 5,680,733 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 27,250 $ — $ 50,000 $ — $ 77,250 Accounts payable 2,343 47,014 36,062 — 85,419 Accounts payable to consolidated subsidiaries 2,307,797 275,465 58,633 (2,641,895 ) — Accrued expenses 20,127 24,398 43,570 — 88,095 Current portion of contingent consideration — 591 — — 591 Payroll and benefit-related liabilities 19,973 28,011 40,107 — 88,091 Accrued interest 13,402 — 28 — 13,430 Income taxes payable 2,168 — 11,282 (593 ) 12,857 Other current liabilities 344 5,335 3,233 — 8,912 Total current liabilities 2,393,404 380,814 242,915 (2,642,488 ) 374,645 Long-term borrowings 2,172,805 — — — 2,172,805 Deferred tax liabilities 118,891 314,168 42,084 (3,476 ) 471,667 Pension and postretirement benefit liabilities 67,836 30,928 17,677 — 116,441 Noncurrent liability for uncertain tax positions 2,035 9,175 3,028 — 14,238 Notes payable and other amounts due to consolidated subsidiaries 2,178,181 1,954,051 206,342 (4,338,574 ) — Other liabilities 25,950 13,943 18,567 — 58,460 Total liabilities 6,959,102 2,703,079 530,613 (6,984,538 ) 3,208,256 Total shareholders' equity 2,472,477 6,389,123 2,701,874 (9,090,997 ) 2,472,477 Total liabilities and shareholders' equity $ 9,431,579 $ 9,092,202 $ 3,232,487 $ (16,075,535 ) $ 5,680,733 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 Investments in consolidated subsidiaries 6,022,042 1,519,031 23,685 (7,564,758 ) — 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 22,295 6,254 6,277 — 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 Nine Months Ended October 1, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (156,643 ) $ 300,961 $ 237,308 $ (61,918 ) $ 319,708 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (233 ) (27,527 ) (26,217 ) — (53,977 ) Proceeds from sale of assets and investments 464,982 — 6,332 (464,982 ) 6,332 Payments for businesses and intangibles acquired, net of cash acquired (975,524 ) — (35,187 ) — (1,010,711 ) Net cash used in investing activities from continuing operations (510,775 ) (27,527 ) (55,072 ) (464,982 ) (1,058,356 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 1,963,500 — — — 1,963,500 Reduction in borrowings (747,576 ) — — — (747,576 ) Debt extinguishment, issuance and amendment fees (19,114 ) — — — (19,114 ) Net proceeds from share based compensation plans and the related tax impacts 4,739 — — — 4,739 Payments for contingent consideration — (245 ) — — (245 ) Dividends paid (45,905 ) — — — (45,905 ) Intercompany transactions (456,468 ) 474,192 (482,706 ) 464,982 — Intercompany dividends paid — — (61,918 ) 61,918 — Net cash provided by (used in) financing activities from continuing operations 699,176 473,947 (544,624 ) 526,900 1,155,399 Cash flows from discontinued operations: Net cash used in operating activities (1,140 ) — — — (1,140 ) Net cash used in discontinued operations (1,140 ) — — — (1,140 ) Effect of exchange rate changes on cash and cash equivalents — — 58,173 — 58,173 Net increase in cash and cash equivalents 30,618 747,381 (304,215 ) — 473,784 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 $ 45,189 $ 748,412 $ 223,972 $ — $ 1,017,573 Nine Months Ended September 25, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (72,542 ) $ 123,249 $ 253,166 $ (2,275 ) $ 301,598 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (191 ) (15,713 ) (20,008 ) — (35,912 ) Proceeds from sale of assets 5,607 49,571 1,451 (46,837 ) 9,792 Payments for businesses and intangibles acquired, net of cash acquired — (10,305 ) (50,572 ) 46,837 (14,040 ) Net cash (used in) provided by investing activities from continuing operations 5,416 23,553 (69,129 ) — (40,160 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 665,000 — 6,700 — 671,700 Reduction in borrowings (714,487 ) — — — (714,487 ) Debt extinguishment, issuance and amendment fees (8,958 ) — — — (8,958 ) Net proceeds from share based compensation plans and the related tax impacts 7,647 — — — 7,647 Payments to noncontrolling interest shareholders — — (464 ) — (464 ) Payments for contingent consideration — (133 ) — — (133 ) Payments for acquisition of noncontrolling interest — — (9,231 ) — (9,231 ) Dividends paid (43,980 ) — — — (43,980 ) Intercompany transactions 175,203 (145,645 ) (29,558 ) — — Intercompany dividends paid — — (2,275 ) 2,275 — Net cash provided by (used in) financing activities from continuing operations 80,425 (145,778 ) (34,828 ) 2,275 (97,906 ) Cash flows from discontinued operations: Net cash used in operating activities (1,451 ) — — — (1,451 ) Net cash used in discontinued operations (1,451 ) — — — (1,451 ) Effect of exchange rate changes on cash and cash equivalents — — (988 ) — (988 ) Net increase in cash and cash equivalents 11,848 1,024 148,221 — 161,093 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 $ 33,460 $ 1,024 $ 464,975 $ — $ 499,459 |