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 and six months ended July 1, 2018 and July 2, 2017 , condensed consolidating balance sheets as of July 1, 2018 and December 31, 2017 and condensed consolidating statements of cash flows for the six months ended July 1, 2018 and July 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 is 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 July 1, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 391,304 $ 326,279 $ (107,717 ) $ 609,866 Cost of goods sold — 231,487 143,532 (109,931 ) 265,088 Gross profit — 159,817 182,747 2,214 344,778 Selling, general and administrative expenses 12,430 139,565 77,723 199 229,917 Research and development expenses 489 18,818 6,711 — 26,018 Restructuring and impairment charges — 2,545 52,808 — 55,353 (Loss) income from continuing operations before interest and taxes (12,919 ) (1,111 ) 45,505 2,015 33,490 Interest, net 24,788 1,078 600 — 26,466 (Loss) income from continuing operations before taxes (37,707 ) (2,189 ) 44,905 2,015 7,024 (Benefit) taxes on (loss) income from continuing operations (13,218 ) 7,486 15,245 63 9,576 Equity in net income of consolidated subsidiaries 21,937 24,457 342 (46,736 ) — (Loss) income from continuing operations (2,552 ) 14,782 30,002 (44,784 ) (2,552 ) Operating income from discontinued operations 94 — — — 94 Taxes on income from discontinued operations 38 — — — 38 Income from discontinued operations 56 — — — 56 Net (loss) income (2,496 ) 14,782 30,002 (44,784 ) (2,496 ) Other comprehensive loss (124,019 ) (114,917 ) (130,725 ) 245,642 (124,019 ) Comprehensive loss $ (126,515 ) $ (100,135 ) $ (100,723 ) $ 200,858 $ (126,515 ) Three Months Ended July 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed Consolidated (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 27,233 (8,581 ) 1,081 — 19,733 Loss on extinguishment of debt 11 — — — 11 (Loss) income from continuing operations before taxes (34,976 ) 46,899 81,167 (2,632 ) 90,458 (Benefit) taxes on (loss) income from continuing operations (14,378 ) 13,386 14,210 (1,123 ) 12,095 Equity in net income of consolidated subsidiaries 98,961 58,861 240 (158,062 ) — Income from continuing operations 78,363 92,374 67,197 (159,571 ) 78,363 Operating loss from discontinued operations (566 ) — — — (566 ) Tax benefit on loss from discontinued operations (206 ) — — — (206 ) Loss from discontinued operations (360 ) — — — (360 ) Net income 78,003 92,374 67,197 (159,571 ) 78,003 Other comprehensive income 69,822 68,127 69,374 (137,501 ) 69,822 Comprehensive income $ 147,825 $ 160,501 $ 136,571 $ (297,072 ) $ 147,825 Six Months Ended July 1, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 770,723 $ 646,288 $ (219,915 ) $ 1,197,096 Cost of goods sold — 449,091 285,540 (213,583 ) 521,048 Gross profit — 321,632 360,748 (6,332 ) 676,048 Selling, general and administrative expenses 21,611 270,479 153,494 (330 ) 445,254 Research and development expenses 716 38,186 13,143 — 52,045 Restructuring and impairment charges — 3,453 54,963 — 58,416 (Loss) income from continuing operations before interest and taxes (22,327 ) 9,514 139,148 (6,002 ) 120,333 Interest, net 46,929 4,009 1,198 — 52,136 (Loss) income from continuing operations before taxes (69,256 ) 5,505 137,950 (6,002 ) 68,197 (Benefit) taxes on (loss) income from continuing operations (26,410 ) 13,909 29,422 (1,103 ) 15,818 Equity in net income of consolidated subsidiaries 96,504 101,333 635 (198,472 ) — Income from continuing operations 53,658 92,929 109,163 (203,371 ) 52,379 Operating income from discontinued operations 50 — 1,279 — 1,329 Taxes on income from discontinued operations 20 — — — 20 Income from discontinued operations 30 — 1,279 — 1,309 Net income 53,688 92,929 110,442 (203,371 ) 53,688 Other comprehensive loss (41,329 ) (44,798 ) (43,498 ) 88,296 (41,329 ) Comprehensive income $ 12,359 $ 48,131 $ 66,944 $ (115,075 ) $ 12,359 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 51,506 (16,143 ) 1,927 — 37,290 Loss on extinguishment of debt 5,593 — — — 5,593 (Loss) income from continuing operations before taxes (85,585 ) 67,500 149,919 (3,696 ) 128,138 (Benefit) taxes on (loss) income from continuing operations (35,711 ) 19,297 26,439 (599 ) 9,426 Equity in net income of consolidated subsidiaries 168,586 114,663 456 (283,705 ) — Income from continuing operations 118,712 162,866 123,936 (286,802 ) 118,712 Operating loss from discontinued operations (848 ) — — — (848 ) Tax benefit on loss from discontinued operations (309 ) — — — (309 ) Loss from discontinued operations (539 ) — — — (539 ) Net income 118,173 162,866 123,936 (286,802 ) 118,173 Other comprehensive income 119,422 117,531 123,275 (240,806 ) 119,422 Comprehensive income $ 237,595 $ 280,397 $ 247,211 $ (527,608 ) $ 237,595 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS July 1, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 50,786 $ 12,626 $ 282,892 $ — $ 346,304 Accounts receivable, net 2,328 49,185 302,614 4,992 359,119 Accounts receivable from consolidated subsidiaries 25,539 1,004,686 359,567 (1,389,792 ) — Inventories, net — 246,255 191,580 (32,407 ) 405,428 Prepaid expenses and other current assets 14,657 13,029 20,437 3,982 52,105 Prepaid taxes 11,811 — 7,273 — 19,084 Assets held for sale — 3,239 — — 3,239 Total current assets 105,121 1,329,020 1,164,363 (1,413,225 ) 1,185,279 Property, plant and equipment, net 2,887 233,105 174,987 — 410,979 Goodwill — 1,245,806 975,082 — 2,220,888 Intangibles assets, net — 1,312,928 993,276 — 2,306,204 Investments in consolidated subsidiaries 5,838,568 1,661,595 20,367 (7,520,530 ) — Deferred tax assets — — 4,670 (2,284 ) 2,386 Notes receivable and other amounts due from consolidated subsidiaries 2,255,108 2,313,458 — (4,568,566 ) — Other assets 30,547 5,880 13,158 — 49,585 Total assets $ 8,232,231 $ 8,101,792 $ 3,345,903 $ (13,504,605 ) $ 6,175,321 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 36,875 $ — $ 50,000 $ — $ 86,875 Accounts payable 4,258 53,913 36,663 — 94,834 Accounts payable to consolidated subsidiaries 1,033,197 288,217 68,378 (1,389,792 ) — Accrued expenses 18,991 33,421 51,928 — 104,340 Current portion of contingent consideration — 110,454 — — 110,454 Payroll and benefit-related liabilities 15,958 34,341 39,370 — 89,669 Accrued interest 6,731 — 40 — 6,771 Income taxes payable — — 6,700 (1,103 ) 5,597 Other current liabilities 874 33,609 3,422 — 37,905 Total current liabilities 1,116,884 553,955 256,501 (1,390,895 ) 536,445 Long-term borrowings 2,145,468 — — — 2,145,468 Deferred tax liabilities 89,938 260,624 248,156 (2,284 ) 596,434 Pension and postretirement benefit liabilities 63,481 32,283 17,319 — 113,083 Noncurrent liability for uncertain tax positions 1,680 8,294 2,791 — 12,765 Notes payable and other amounts due to consolidated subsidiaries 2,240,361 2,125,535 202,670 (4,568,566 ) — Noncurrent contingent consideration — 121,116 11,089 — 132,205 Other liabilities 140,438 6,763 57,739 — 204,940 Total liabilities 5,798,250 3,108,570 796,265 (5,961,745 ) 3,741,340 Total shareholders' equity 2,433,981 4,993,222 2,549,638 (7,542,860 ) 2,433,981 Total liabilities and shareholders' equity $ 8,232,231 $ 8,101,792 $ 3,345,903 $ (13,504,605 ) $ 6,175,321 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 Six Months Ended July 1, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (165,764 ) $ 253,365 $ 164,356 $ (70,373 ) $ 181,584 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (795 ) (16,602 ) (20,607 ) — (38,004 ) Proceeds from sale of investments 22,944 — — (22,944 ) — Payments for businesses and intangibles acquired, net of cash acquired — 1,404 (23,854 ) — (22,450 ) Net cash provided by (used in) investing activities from continuing operations 22,149 (15,198 ) (44,461 ) (22,944 ) (60,454 ) Cash flows from financing activities of continuing operations: Reduction in borrowings (18,500 ) — — — (18,500 ) Debt extinguishment, issuance and amendment fees (188 ) — — — (188 ) Net proceeds from share based compensation plans and the related tax impacts 9,800 — — — 9,800 Payments for contingent consideration — (62,574 ) — — (62,574 ) Dividends paid (30,938 ) — — — (30,938 ) Intercompany transactions 196,888 (171,900 ) (47,932 ) 22,944 — Intercompany dividends paid — — (70,373 ) 70,373 — Net cash provided by (used in) financing activities from continuing operations 157,062 (234,474 ) (118,305 ) 93,317 (102,400 ) Cash flows from discontinued operations: Net cash used in operating activities (464 ) — — — (464 ) Net cash used in discontinued operations (464 ) — — — (464 ) Effect of exchange rate changes on cash and cash equivalents — — (5,520 ) — (5,520 ) Net increase (decrease) in cash and cash equivalents 12,983 3,693 (3,930 ) — 12,746 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 $ 50,786 $ 12,626 $ 282,892 $ — $ 346,304 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 |