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 is 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 29, 2019 and September 30, 2018, condensed consolidating balance sheets as of September 29, 2019 and December 31, 2018 and condensed consolidating statements of cash flows for the nine months ended September 29, 2019 and September 30, 2018, 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 d. Parent Company and its subsidiaries on a consolidated basis. In connection with the Company's entry into the Credit Agreement on April 5, 2019 (as described in Note 9), a subsidiary of the Company (the "Released Subsidiary") that was a guarantor of Parent Company’s obligations under the previously outstanding credit agreement and under the Senior Notes was removed as a guarantor of Parent Company’s obligations under the Credit Agreement. Under the indentures governing the Senior Notes, the removal of the Released Subsidiary as a guarantor under the Credit Agreement automatically resulted in the release of the Released Subsidiary from its guarantees of the Senior Notes. Therefore, as of the date of the Credit Agreement, the Released Subsidiary is no longer a Guarantor Subsidiary. The condensed consolidating statements of income and comprehensive income for the three and nine months ended September 30, 2018, the condensed consolidating balance sheet as of December 31, 2018 and the condensed consolidating statement of cash flows for the nine months ended September 30, 2018 have been restated to exclude the Released Subsidiary from the information relating to the Guarantor Subsidiaries and to include the Released Subsidiary in the information relating to Non-Guarantor Subsidiaries. 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, 2018 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 September 29, 2019 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 449,753 $ 338,889 $ (140,323) $ 648,319 Cost of goods sold — 290,466 112,090 (129,917) 272,639 Gross profit — 159,287 226,799 (10,406) 375,680 Selling, general and administrative expenses 14,919 140,053 75,421 (497) 229,896 Research and development expenses 334 20,321 7,329 — 27,984 Restructuring and impairment charges — 661 607 — 1,268 Gain on sale of assets — — (1,089) — (1,089) (Loss) income from continuing operations before interest and taxes (15,253) (1,748) 144,531 (9,909) 117,621 Interest, net 25,367 (20,911) 14,619 — 19,075 (Loss) income from continuing operations before taxes (40,620) 19,163 129,912 (9,909) 98,546 (Benefit) taxes on (loss) income from continuing operations (13,374) 4,393 (119,578) (1,824) (130,383) Equity in net income of consolidated subsidiaries 256,175 229,630 — (485,805) — Income from continuing operations 228,929 244,400 249,490 (493,890) 228,929 Operating loss from discontinued operations (9) — — — (9) Tax benefit on loss from discontinued operations (9) — — — (9) Income from discontinued operations — — — — — Net income 228,929 244,400 249,490 (493,890) 228,929 Other comprehensive income (38,594) (58,995) (62,882) 121,877 (38,594) Comprehensive income $ 190,335 $ 185,405 $ 186,608 $ (372,013) $ 190,335 Three Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed Consolidated (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 11,347 130,769 72,800 (22) 214,894 Research and development expenses 378 19,482 6,505 — 26,365 Restructuring and impairment charges — 17,128 2,081 — 19,209 (Loss) income from continuing operations before interest and taxes (11,725) (627) 94,323 134 82,105 Interest, net 25,191 (15,391) 17,051 — 26,851 (Loss) income from continuing operations before taxes (36,916) 14,764 77,272 134 55,254 (Benefit) taxes on (loss) income from continuing operations (13,449) 1,765 10,385 13 (1,286) Equity in net income of consolidated subsidiaries 80,007 56,818 372 (137,197) — Income from continuing operations 56,540 69,817 67,259 (137,076) 56,540 Operating loss from discontinued operations (83) — — — (83) Tax benefit on loss from discontinued operations (67) — — — (67) Income from discontinued operations (16) — — — (16) Net income 56,524 69,817 67,259 (137,076) 56,524 Other comprehensive loss 17,253 14,107 16,947 (31,054) 17,253 Comprehensive income $ 73,777 $ 83,924 $ 84,206 $ (168,130) $ 73,777 Nine Months Ended September 29, 2019 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 1,304,385 $ 987,478 $ (377,453) $ 1,914,410 Cost of goods sold — 769,639 411,370 (359,945) 821,064 Gross profit — 534,746 576,108 (17,508) 1,093,346 Selling, general and administrative expenses 45,398 413,380 235,402 (405) 693,775 Research and development expenses 1,414 60,773 20,542 — 82,729 Restructuring and impairment charges — 6,742 13,606 — 20,348 Gain on sale of assets — — (3,828) — (3,828) (Loss) income from continuing operations before interest and taxes (46,812) 53,851 310,386 (17,103) 300,322 Interest, net 58,782 (42,756) 45,688 — 61,714 (Loss) income from continuing operations before taxes (105,594) 96,607 264,698 (17,103) 238,608 (Benefit) taxes on (loss) income from continuing operations (41,765) 31,643 (102,388) (3,057) (115,567) Equity in net income of consolidated subsidiaries 418,004 330,627 — (748,631) — Income from continuing operations 354,175 395,591 367,086 (762,677) 354,175 Operating loss from discontinued operations (1,291) — — — (1,291) Tax benefit on loss from discontinued operations (317) — — — (317) Loss from discontinued operations (974) — — — (974) Net income 353,201 395,591 367,086 (762,677) 353,201 Other comprehensive income (23,416) (43,389) (48,419) 91,808 (23,416) Comprehensive income $ 329,785 $ 352,202 $ 318,667 $ (670,869) $ 329,785 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 32,958 400,987 226,555 (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) 9,148 233,210 (5,868) 202,438 Interest, net 72,120 (41,406) 48,273 — 78,987 (Loss) income from continuing operations before taxes (106,172) 50,554 184,937 (5,868) 123,451 (Benefit) taxes on (loss) income from continuing operations (39,859) 23,233 32,248 (1,090) 14,532 Equity in net income of consolidated subsidiaries 176,511 135,425 1,007 (312,943) — Income from continuing operations 110,198 162,746 153,696 (317,721) 108,919 Operating (loss) income from discontinued operations (33) — 1,279 — 1,246 Tax benefit on income (loss) from discontinued operations (47) — — — (47) Income from discontinued operations 14 — 1,279 — 1,293 Net income 110,212 162,746 154,975 (317,721) 110,212 Other comprehensive loss (24,076) (30,691) (26,551) 57,242 (24,076) Comprehensive income $ 86,136 $ 132,055 $ 128,424 $ (260,479) $ 86,136 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS September 29, 2019 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 34,196 $ 518 $ 222,830 $ — $ 257,544 Accounts receivable, net 3,228 69,322 318,375 5,738 396,663 Accounts receivable from consolidated subsidiaries 33,739 469,533 511,784 (1,015,056) — Inventories, net — 296,136 224,660 (48,202) 472,594 Prepaid expenses and other current assets 40,513 10,387 26,518 4,113 81,531 Prepaid taxes 19,518 — 9,760 — 29,278 Total current assets 131,194 845,896 1,313,927 (1,053,407) 1,237,610 Property, plant and equipment, net 2,889 246,496 180,183 — 429,568 Operating lease assets 13,136 68,830 33,227 — 115,193 Goodwill — 1,255,976 975,354 — 2,231,330 Intangibles assets, net 75 1,214,148 961,450 — 2,175,673 Investments in affiliates 5,824,869 2,138,760 924,448 (8,888,077) — Deferred tax assets 6,850 — 5,298 (9,196) 2,952 Notes receivable and other amounts due from consolidated subsidiaries 1,959,149 3,407,412 287,571 (5,654,132) — Other assets 42,666 12,017 10,173 — 64,856 Total assets $ 7,980,828 $ 9,189,535 $ 4,691,631 $ (15,604,812) $ 6,257,182 LIABILITIES AND EQUITY Current liabilities Current borrowings $ — $ — $ 50,000 $ — $ 50,000 Accounts payable 3,004 61,106 36,520 — 100,630 Accounts payable to consolidated subsidiaries 284,386 428,967 301,703 (1,015,056) — Accrued expenses 6,287 33,398 51,884 — 91,569 Current portion of contingent consideration — 124,789 10,379 — 135,168 Payroll and benefit-related liabilities 19,772 35,171 44,888 — 99,831 Accrued interest 19,658 — 28 — 19,686 Income taxes payable — — 6,356 (3,057) 3,299 Other current liabilities 4,049 14,849 11,282 — 30,180 Total current liabilities 337,156 698,280 513,040 (1,018,113) 530,363 Long-term borrowings 1,949,068 — — — 1,949,068 Deferred tax liabilities — 345,670 132,471 (9,196) 468,945 Pension and postretirement benefit liabilities 30,594 25,887 15,535 — 72,016 Noncurrent liability for uncertain tax positions 1,162 7,382 2,540 — 11,084 Notes payable and other amounts due to consolidated subsidiaries 2,673,870 1,860,819 1,119,443 (5,654,132) — Noncurrent contingent consideration — 44,137 27,575 — 71,712 Noncurrent operating lease liabilities 10,616 68,167 25,353 — 104,136 Other liabilities 125,386 9,619 61,877 — 196,882 Total liabilities 5,127,852 3,059,961 1,897,834 (6,681,441) 3,404,206 Total shareholders' equity 2,852,976 6,129,574 2,793,797 (8,923,371) 2,852,976 Total liabilities and shareholders' equity $ 7,980,828 $ 9,189,535 $ 4,691,631 $ (15,604,812) $ 6,257,182 December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 49,523 $ 1,701 $ 305,937 $ — $ 357,161 Accounts receivable, net 5,885 54,013 301,054 5,334 366,286 Accounts receivable from consolidated subsidiaries 32,036 1,122,107 366,033 (1,520,176) — Inventories, net — 266,073 192,659 (30,954) 427,778 Prepaid expenses and other current assets 30,458 9,673 28,237 4,113 72,481 Prepaid taxes 7,029 — 5,434 — 12,463 Total current assets 124,931 1,453,567 1,199,354 (1,541,683) 1,236,169 Property, plant and equipment, net 3,385 253,037 176,344 — 432,766 Goodwill — 1,254,848 991,731 — 2,246,579 Intangibles assets, net 90 1,277,462 1,047,500 — 2,325,052 Investments in affiliates 5,984,566 1,625,464 837,899 (8,447,929) — Deferred tax assets — — 4,822 (2,376) 2,446 Notes receivable and other amounts due from consolidated subsidiaries 2,337,737 3,347,815 13,242 (5,698,794) — Other assets 17,180 5,776 12,023 — 34,979 Total assets $ 8,467,889 $ 9,217,969 $ 4,282,915 $ (15,690,782) $ 6,277,991 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 36,625 $ — $ 50,000 $ — $ 86,625 Accounts payable 3,448 62,764 40,497 — 106,709 Accounts payable to consolidated subsidiaries 1,058,008 292,093 170,075 (1,520,176) — Accrued expenses 5,659 41,873 50,019 — 97,551 Current portion of contingent consideration — 106,514 30,363 — 136,877 Payroll and benefit-related liabilities 17,156 44,982 42,532 — 104,670 Accrued interest 5,995 — 36 — 6,031 Income taxes payable — — 5,943 — 5,943 Other current liabilities 843 34,916 2,291 — 38,050 Total current liabilities 1,127,734 583,142 391,756 (1,520,176) 582,456 Long-term borrowings 2,072,200 — — — 2,072,200 Deferred tax liabilities 87,671 257,522 265,404 (2,376) 608,221 Pension and postretirement benefit liabilities 49,290 27,454 16,170 — 92,914 Noncurrent liability for uncertain tax positions 801 7,212 2,705 — 10,718 Notes payable and other amounts due to consolidated subsidiaries 2,451,784 2,222,580 1,024,430 (5,698,794) — Noncurrent contingent consideration — 131,563 35,807 — 167,370 Other liabilities 138,431 8,204 57,499 204,134 Total liabilities 5,927,911 3,237,677 1,793,771 (7,221,346) 3,738,013 Total shareholders' equity 2,539,978 5,980,292 2,489,144 (8,469,436) 2,539,978 Total liabilities and shareholders' equity $ 8,467,889 $ 9,217,969 $ 4,282,915 $ (15,690,782) $ 6,277,991 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 29, 2019 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (72,369) $ 342,912 $ 272,115 $ (253,491) $ 289,167 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (460) (57,131) (26,206) — (83,797) Proceeds from sale of assets and investments 2,362 2,046 1,089 (2,362) 3,135 Payments for businesses and intangibles acquired, net of cash acquired — (1,025) (240) — (1,265) Net interest proceeds on swaps designated as net investment hedges 8,330 — — — 8,330 Investments in affiliates — (146) — 146 — Net cash provided by (used in) investing activities from continuing operations 10,232 (56,256) (25,357) (2,216) (73,597) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 25,000 — — — 25,000 Reduction in borrowings (185,500) — — — (185,500) Debt extinguishment, issuance and amendment fees (4,964) — — — (4,964) Net proceeds from share based compensation plans and the related tax impacts 14,014 — — — 14,014 Payments for contingent consideration — (15,122) (96,884) — (112,006) Proceeds from issuance of shares — — 146 (146) — Dividends paid (47,071) — — — (47,071) Intercompany transactions 242,049 (272,773) 28,362 2,362 — Intercompany dividends paid — — (253,491) 253,491 — Net cash provided by (used in) financing activities from continuing operations 43,528 (287,895) (321,867) 255,707 (310,527) Cash flows from discontinued operations: Net cash provided by (used in) operating activities 3,282 — (631) — 2,651 Net cash provided by (used in) discontinued operations 3,282 — (631) — 2,651 Effect of exchange rate changes on cash and cash equivalents — — (7,311) — (7,311) Net (decrease) increase in cash and cash equivalents (15,327) (1,239) (83,051) — (99,617) Cash and cash equivalents at the beginning of the period 49,523 1,757 305,881 — 357,161 Cash and cash equivalents at the end of the period $ 34,196 $ 518 $ 222,830 $ — $ 257,544 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) $ 321,389 $ 329,390 $ (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 assets 28,239 — — (28,239) — Payments for businesses and intangibles acquired, net of cash acquired (100) — (22,450) — (22,550) Net cash provided by (used in) investing activities from continuing operations 26,615 (23,686) (52,991) (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 — (10,748) (62,404) — (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 (305,348) (254,475) 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 |