Condensed consolidating guarantor financial information | Condensed consolidating guarantor financial information The Company’s $250 million principal amount of 5.25% Senior Notes due 2024 (the “2024 Notes”), $400 million principal amount of 4.875% Senior Notes due 2026 (the “2026 Notes”) and $500 million principal amount of 4.625% Senior Notes due 2027 (the “2027 Notes," and collectively with the 2024 Notes and the 2026 Notes, the "Senior Notes") are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The 2024 Notes, 2026 Notes and 2027 Notes are guaranteed by the same 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 1, 2018 and April 2, 2017 , condensed consolidating balance sheets as of April 1, 2018 and December 31, 2017 and condensed consolidating statements of cash flows for the three months ended April 1, 2018 and April 2, 2017 , 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 Senior 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, 2017 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. During the first quarter 2018, a Guarantor Subsidiary merged with and into Parent; the transaction was reflected as of the beginning of the earliest period presented in the condensed consolidating financial statements. TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Three Months Ended April 1, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 379,419 $ 320,009 $ (112,198 ) $ 587,230 Cost of goods sold — 217,604 142,008 (103,652 ) 255,960 Gross profit — 161,815 178,001 (8,546 ) 331,270 Selling, general and administrative expenses 9,181 130,914 75,771 (529 ) 215,337 Research and development expenses 227 19,368 6,432 — 26,027 Restructuring charges — 908 2,155 — 3,063 (Loss) income from continuing operations before interest and taxes (9,408 ) 10,625 93,643 (8,017 ) 86,843 Interest, net 22,141 2,931 598 — 25,670 (Loss) income from continuing operations before taxes (31,549 ) 7,694 93,045 (8,017 ) 61,173 (Benefit) taxes on (loss) income from continuing operations (13,192 ) 6,423 14,177 (1,166 ) 6,242 Equity in net income of consolidated subsidiaries 74,567 76,876 293 (151,736 ) — Income from continuing operations 56,210 78,147 79,161 (158,587 ) 54,931 Operating (loss) income from discontinued operations (44 ) — 1,279 — 1,235 Tax benefit on loss from discontinued operations (18 ) — — — (18 ) (Loss) income from discontinued operations (26 ) — 1,279 — 1,253 Net income 56,184 78,147 80,440 (158,587 ) 56,184 Other comprehensive income 82,690 70,119 87,227 (157,346 ) 82,690 Comprehensive income $ 138,874 $ 148,266 $ 167,667 $ (315,933 ) $ 138,874 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 24,273 (7,562 ) 846 — 17,557 Loss on extinguishment of debt 5,582 — — — 5,582 (Loss) income from continuing operations before taxes (50,609 ) 20,601 68,752 (1,064 ) 37,680 (Benefit) taxes on (loss) income from continuing operations (21,333 ) 5,911 12,229 524 (2,669 ) Equity in net income of consolidated subsidiaries 69,625 55,802 216 (125,643 ) — Income from continuing operations 40,349 70,492 56,739 (127,231 ) 40,349 Operating loss from discontinued operations (282 ) — — — (282 ) Tax benefit on loss from discontinued operations (103 ) — — — (103 ) Loss from discontinued operations (179 ) — — — (179 ) Net income 40,170 70,492 56,739 (127,231 ) 40,170 Other comprehensive income 49,600 49,404 53,901 (103,305 ) 49,600 Comprehensive income $ 89,770 $ 119,896 $ 110,640 $ (230,536 ) $ 89,770 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS April 1, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 28,407 $ 10,200 $ 340,265 $ — $ 378,872 Accounts receivable, net 2,822 35,826 315,300 5,192 359,140 Accounts receivable from consolidated subsidiaries 25,239 994,384 346,925 (1,366,548 ) — Inventories, net — 246,289 192,343 (34,956 ) 403,676 Prepaid expenses and other current assets 15,470 12,482 21,064 3,982 52,998 Prepaid taxes — — 7,234 — 7,234 Assets held for sale — 3,239 — — 3,239 Total current assets 71,938 1,302,420 1,223,131 (1,392,330 ) 1,205,159 Property, plant and equipment, net 2,340 205,115 182,064 — 389,519 Goodwill — 1,247,150 1,017,297 — 2,264,447 Intangibles assets, net — 1,333,983 1,056,572 — 2,390,555 Investments in consolidated subsidiaries 5,963,828 1,827,988 19,723 (7,811,539 ) — Deferred tax assets — — 6,230 (2,261 ) 3,969 Notes receivable and other amounts due from consolidated subsidiaries 2,171,364 2,189,631 — (4,360,995 ) — Other assets 30,864 6,426 9,661 — 46,951 Total assets $ 8,240,334 $ 8,112,713 $ 3,514,678 $ (13,567,125 ) $ 6,300,600 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 27,500 $ — $ 50,000 $ — $ 77,500 Accounts payable 2,954 45,416 36,316 — 84,686 Accounts payable to consolidated subsidiaries 1,014,612 275,625 76,311 (1,366,548 ) — Accrued expenses 20,314 33,152 47,662 — 101,128 Current portion of contingent consideration — 162,061 — — 162,061 Payroll and benefit-related liabilities 15,618 24,212 40,588 — 80,418 Accrued interest 20,463 — 40 — 20,503 Income taxes payable 936 — 13,730 (1,166 ) 13,500 Other current liabilities 1,466 5,355 5,157 — 11,978 Total current liabilities 1,103,863 545,821 269,804 (1,367,714 ) 551,774 Long-term borrowings 2,154,217 — — — 2,154,217 Deferred tax liabilities 88,632 270,305 260,035 (2,261 ) 616,711 Pension and postretirement benefit liabilities 66,986 32,393 18,495 — 117,874 Noncurrent liability for uncertain tax positions 1,396 8,237 2,995 — 12,628 Notes payable and other amounts due to consolidated subsidiaries 2,114,287 2,048,841 197,867 (4,360,995 ) — Noncurrent contingent consideration — 108,727 11,069 — 119,796 Other liabilities 150,453 5,802 10,845 — 167,100 Total liabilities 5,679,834 3,020,126 771,110 (5,730,970 ) 3,740,100 Total shareholders' equity 2,560,500 5,092,587 2,743,568 (7,836,155 ) 2,560,500 Total liabilities and shareholders' equity $ 8,240,334 $ 8,112,713 $ 3,514,678 $ (13,567,125 ) $ 6,300,600 December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 37,803 $ 8,933 $ 286,822 $ — $ 333,558 Accounts receivable, net 2,414 57,818 280,980 4,663 345,875 Accounts receivable from consolidated subsidiaries 14,478 1,177,246 343,115 (1,534,839 ) — Inventories, net — 245,533 176,490 (26,279 ) 395,744 Prepaid expenses and other current assets 14,874 9,236 19,790 3,982 47,882 Prepaid taxes — — 5,748 — 5,748 Total current assets 69,569 1,498,766 1,112,945 (1,552,473 ) 1,128,807 Property, plant and equipment, net 2,088 213,663 167,248 — 382,999 Goodwill — 1,246,144 989,448 — 2,235,592 Intangibles assets, net — 1,355,275 1,028,473 — 2,383,748 Investments in consolidated subsidiaries 5,806,244 1,674,077 19,620 (7,499,941 ) — Deferred tax assets — — 6,071 (2,261 ) 3,810 Notes receivable and other amounts due from consolidated subsidiaries 2,452,101 2,231,832 — (4,683,933 ) — Other assets 31,173 6,397 8,966 — 46,536 Total assets $ 8,361,175 $ 8,226,154 $ 3,332,771 $ (13,738,608 ) $ 6,181,492 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 36,625 $ — $ 50,000 $ — $ 86,625 Accounts payable 4,269 46,992 40,766 — 92,027 Accounts payable to consolidated subsidiaries 1,211,568 261,121 62,150 (1,534,839 ) — Accrued expenses 17,957 31,827 47,069 — 96,853 Current portion of contingent consideration — 74,224 — — 74,224 Payroll and benefit-related liabilities 21,145 44,009 42,261 — 107,415 Accrued interest 6,133 — 32 — 6,165 Income taxes payable 4,352 — 7,162 — 11,514 Other current liabilities 1,461 3,775 3,817 — 9,053 Total current liabilities 1,303,510 461,948 253,257 (1,534,839 ) 483,876 Long-term borrowings 2,162,927 — — — 2,162,927 Deferred tax liabilities 88,512 265,426 251,999 (2,261 ) 603,676 Pension and postretirement benefit liabilities 70,860 32,750 17,800 — 121,410 Noncurrent liability for uncertain tax positions 1,117 8,196 2,983 — 12,296 Notes payable and other amounts due to consolidated subsidiaries 2,155,146 2,320,611 208,176 (4,683,933 ) — Noncurrent contingent consideration — 186,923 10,989 — 197,912 Other liabilities 148,572 7,850 12,442 — 168,864 Total liabilities 5,930,644 3,283,704 757,646 (6,221,033 ) 3,750,961 Total shareholders' equity 2,430,531 4,942,450 2,575,125 (7,517,575 ) 2,430,531 Total liabilities and shareholders' equity $ 8,361,175 $ 8,226,154 $ 3,332,771 $ (13,738,608 ) $ 6,181,492 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended April 1, 2018 Parent Guarantor Non-Guarantor Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (108,377 ) $ 134,198 $ 61,027 $ 86,848 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (159 ) (5,015 ) (10,573 ) (15,747 ) Payments for businesses and intangibles acquired, net of cash acquired — — (3,684 ) (3,684 ) Net cash used in investing activities from continuing operations (159 ) (5,015 ) (14,257 ) (19,431 ) Cash flows from financing activities of continuing operations: Reduction in borrowings (18,500 ) — — (18,500 ) Debt extinguishment, issuance and amendment fees (74 ) — — (74 ) Net proceeds from share based compensation plans and the related tax impacts 1,400 — — 1,400 Payments for contingent consideration — (91 ) — (91 ) Dividends paid (15,447 ) — — (15,447 ) Intercompany transactions 131,967 (127,825 ) (4,142 ) — Net cash provided by (used in) financing activities from continuing operations 99,346 (127,916 ) (4,142 ) (32,712 ) Cash flows from discontinued operations: Net cash used in operating activities (206 ) — — (206 ) Net cash used in discontinued operations (206 ) — — (206 ) Effect of exchange rate changes on cash and cash equivalents — — 10,815 10,815 Net (decrease) increase in cash and cash equivalents (9,396 ) 1,267 53,443 45,314 Cash and cash equivalents at the beginning of the period 37,803 8,933 286,822 333,558 Cash and cash equivalents at the end of the period $ 28,407 $ 10,200 $ 340,265 $ 378,872 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 |