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 nine months ended September 30, 2018 and October 1, 2017 , condensed consolidating balance sheets as of September 30, 2018 and December 31, 2017 and condensed consolidating statements of cash flows for the nine months ended September 30, 2018 and October 1, 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 September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 398,961 $ 322,010 $ (111,299 ) $ 609,672 Cost of goods sold — 232,209 146,301 (111,411 ) 267,099 Gross profit — 166,752 175,709 112 342,573 Selling, general and administrative expenses 11,347 130,773 72,796 (22 ) 214,894 Research and development expenses 378 19,482 6,505 — 26,365 Restructuring charges — 17,128 2,081 — 19,209 (Loss) income from continuing operations before interest and taxes (11,725 ) (631 ) 94,327 134 82,105 Interest, net 25,191 1,057 603 — 26,851 (Loss) income from continuing operations before taxes (36,916 ) (1,688 ) 93,724 134 55,254 (Benefit) taxes on (loss) income from continuing operations (13,449 ) (2,562 ) 14,712 13 (1,286 ) Equity in net income of consolidated subsidiaries 80,007 68,943 372 (149,322 ) — Income from continuing operations 56,540 69,817 79,384 (149,201 ) 56,540 Operating loss from discontinued operations (83 ) — — — (83 ) Tax benefit on loss from discontinued operations (67 ) — — — (67 ) Loss from discontinued operations (16 ) — — — (16 ) Net income 56,524 69,817 79,384 (149,201 ) 56,524 Other comprehensive income 17,253 14,107 16,947 (31,054 ) 17,253 Comprehensive income $ 73,777 $ 83,924 $ 96,331 $ (180,255 ) $ 73,777 Three Months Ended October 1, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed Consolidated (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 — 552 (644 ) — (92 ) (Loss) income from continuing operations before interest, extinguishment of debt and taxes (10,756 ) 36,134 84,786 190 110,354 Interest, net 29,231 (9,102 ) 849 — 20,978 (Loss) income from continuing operations before taxes (39,987 ) 45,236 83,937 190 89,376 (Benefit) taxes on (loss) income from continuing operations (21,968 ) 14,576 17,364 6 9,978 Equity in net income of consolidated subsidiaries 97,417 61,027 257 (158,701 ) — Income from continuing operations 79,398 91,687 66,830 (158,517 ) 79,398 Operating loss from discontinued operations (3,749 ) — — — (3,749 ) Tax benefit on loss from discontinued operations (1,366 ) — — — (1,366 ) Loss from discontinued operations (2,383 ) — — — (2,383 ) Net income 77,015 91,687 66,830 (158,517 ) 77,015 Other comprehensive income 43,845 30,196 56,286 (86,482 ) 43,845 Comprehensive income $ 120,860 $ 121,883 $ 123,116 $ (244,999 ) $ 120,860 Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 1,169,684 $ 968,298 $ (331,214 ) $ 1,806,768 Cost of goods sold — 681,300 431,841 (324,994 ) 788,147 Gross profit — 488,384 536,457 (6,220 ) 1,018,621 Selling, general and administrative expenses 32,958 401,252 226,290 (352 ) 660,148 Research and development expenses 1,094 57,668 19,648 — 78,410 Restructuring and impairment charges — 20,581 57,044 — 77,625 (Loss) income from continuing operations before interest and taxes (34,052 ) 8,883 233,475 (5,868 ) 202,438 Interest, net 72,120 5,066 1,801 — 78,987 (Loss) income from continuing operations before taxes (106,172 ) 3,817 231,674 (5,868 ) 123,451 (Benefit) taxes on (loss) income from continuing operations (39,859 ) 11,347 44,134 (1,090 ) 14,532 Equity in net income of consolidated subsidiaries 176,511 170,276 1,007 (347,794 ) — Income from continuing operations 110,198 162,746 188,547 (352,572 ) 108,919 Operating (loss) income from discontinued operations (33 ) — 1,279 — 1,246 Tax benefit on loss from discontinued operations (47 ) — — — (47 ) Income from discontinued operations 14 — 1,279 — 1,293 Net income 110,212 162,746 189,826 (352,572 ) 110,212 Other comprehensive loss (24,076 ) (30,691 ) (26,551 ) 57,242 (24,076 ) Comprehensive income $ 86,136 $ 132,055 $ 163,275 $ (295,330 ) $ 86,136 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 80,737 (25,245 ) 2,776 — 58,268 Loss on extinguishment of debt 5,593 — — — 5,593 (Loss) income from continuing operations before taxes (125,572 ) 112,736 233,856 (3,506 ) 217,514 (Benefit) taxes on (loss) income from continuing operations (57,679 ) 33,873 43,803 (593 ) 19,404 Equity in net income of consolidated subsidiaries 266,003 175,690 713 (442,406 ) — Income from continuing operations 198,110 254,553 190,766 (445,319 ) 198,110 Operating loss from discontinued operations (4,597 ) — — — (4,597 ) Tax benefit on loss from discontinued operations (1,675 ) — — — (1,675 ) Loss from discontinued operations (2,922 ) — — — (2,922 ) Net income 195,188 254,553 190,766 (445,319 ) 195,188 Other comprehensive income 163,267 147,727 179,561 (327,288 ) 163,267 Comprehensive income $ 358,455 $ 402,280 $ 370,327 $ (772,607 ) $ 358,455 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 47,766 $ 1,288 $ 307,222 $ — $ 356,276 Accounts receivable, net 2,932 55,452 310,942 5,015 374,341 Accounts receivable from consolidated subsidiaries 24,606 994,236 351,740 (1,370,582 ) — Inventories, net — 245,600 197,784 (32,318 ) 411,066 Prepaid expenses and other current assets 14,379 12,409 24,403 3,982 55,173 Prepaid taxes 33,766 — 6,949 — 40,715 Assets held for sale — 3,239 — — 3,239 Total current assets 123,449 1,312,224 1,199,040 (1,393,903 ) 1,240,810 Property, plant and equipment, net 3,177 238,079 180,009 — 421,265 Goodwill — 1,245,455 977,974 — 2,223,429 Intangibles assets, net 95 1,274,994 987,729 — 2,262,818 Investments in consolidated subsidiaries 5,929,366 1,673,596 20,625 (7,623,587 ) — Deferred tax assets — — 4,589 (2,284 ) 2,305 Notes receivable and other amounts due from consolidated subsidiaries 2,265,457 2,445,390 — (4,710,847 ) — Other assets 30,226 6,057 13,810 — 50,093 Total assets $ 8,351,770 $ 8,195,795 $ 3,383,776 $ (13,730,621 ) $ 6,200,720 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 27,250 $ — $ 50,000 $ — $ 77,250 Accounts payable 4,254 54,791 38,583 — 97,628 Accounts payable to consolidated subsidiaries 1,024,109 280,381 66,092 (1,370,582 ) — Accrued expenses 17,966 36,206 51,412 — 105,584 Current portion of contingent consideration — 101,573 1,091 — 102,664 Payroll and benefit-related liabilities 18,184 31,405 44,543 — 94,132 Accrued interest 20,595 — 28 — 20,623 Income taxes payable — — 14,437 (1,090 ) 13,347 Other current liabilities 1,637 33,589 2,839 — 38,065 Total current liabilities 1,113,995 537,945 269,025 (1,371,672 ) 549,293 Long-term borrowings 2,075,834 — — — 2,075,834 Deferred tax liabilities 92,270 264,288 251,808 (2,284 ) 606,082 Pension and postretirement benefit liabilities 49,853 32,019 17,478 — 99,350 Noncurrent liability for uncertain tax positions 1,986 8,352 2,832 — 13,170 Notes payable and other amounts due to consolidated subsidiaries 2,370,469 2,135,450 204,928 (4,710,847 ) — Noncurrent contingent consideration — 131,578 10,332 — 141,910 Other liabilities 140,298 9,026 58,692 — 208,016 Total liabilities 5,844,705 3,118,658 815,095 (6,084,803 ) 3,693,655 Total shareholders' equity 2,507,065 5,077,137 2,568,681 (7,645,818 ) 2,507,065 Total liabilities and shareholders' equity $ 8,351,770 $ 8,195,795 $ 3,383,776 $ (13,730,621 ) $ 6,200,720 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 Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (202,209 ) $ 382,389 $ 268,390 $ (145,626 ) $ 302,944 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (1,524 ) (23,686 ) (30,541 ) — (55,751 ) Proceeds from sale of investments 28,239 — — (28,239 ) — Payments for businesses and intangibles acquired, net of cash acquired (100 ) 1,404 (23,854 ) — (22,550 ) Net cash provided by (used in) investing activities from continuing operations 26,615 (22,282 ) (54,395 ) (28,239 ) (78,301 ) Cash flows from financing activities of continuing operations: Reduction in borrowings (98,500 ) — — — (98,500 ) Debt extinguishment, issuance and amendment fees (188 ) — — — (188 ) Net proceeds from share based compensation plans and the related tax impacts 18,666 — — — 18,666 Payments for contingent consideration — (73,152 ) — — (73,152 ) Dividends paid (46,526 ) — — — (46,526 ) Intercompany transactions 312,806 (294,600 ) (46,445 ) 28,239 — Intercompany dividends paid — — (145,626 ) 145,626 — Net cash provided by (used in) financing activities from continuing operations 186,258 (367,752 ) (192,071 ) 173,865 (199,700 ) Cash flows from discontinued operations: Net cash used in operating activities (701 ) — — — (701 ) Net cash used in discontinued operations (701 ) — — — (701 ) Effect of exchange rate changes on cash and cash equivalents — — (1,524 ) — (1,524 ) Net increase (decrease) in cash and cash equivalents 9,963 (7,645 ) 20,400 — 22,718 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 $ 47,766 $ 1,288 $ 307,222 $ — $ 356,276 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 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 (decrease) 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 |