Condensed consolidating guarantor financial information

In June 2011, Teleflex Incorporated (referred to below as “Parent Company”) issued $250 million of 6.875% senior subordinated notes through a registered public offering. The notes are 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 (loss) and comprehensive income (loss) and condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013 and 2012 and condensed consolidating balance sheets as of December 31, 2014 and 2013, each of which are set forth below, provide condensed consolidating information for:

a.Parent Company, the issuer of the guaranteed obligations;

b.Guarantor Subsidiaries, on a combined basis;

c.Non-guarantor subsidiaries, on a combined basis; and

d.Parent Company and its subsidiaries on a consolidating basis.

The same accounting policies as described in Note 1 to the consolidated financial statements are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidating financial information set forth below, with the exception that the Parent Company and Guarantor Subsidiaries use the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.

Consolidating entries and eliminations in the following condensed consolidating 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 (LOSS) AND COMPREHENSIVE INCOME (LOSS)



	Year Ended December 31, 2014
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	1,078,851		$	1,132,152		$	(371,171	)	$	1,839,832
Cost of goods sold	—			652,742			608,256			(363,594		)	897,404
Gross profit	—			426,109			523,896			(7,577		)	942,428
Selling, general and administrative expenses	42,829			326,282			209,930			(384		)	578,657
Research and development expenses	—			40,546			20,494			—			61,040
Restructuring and other impairment charges	—			10,189			7,680			—			17,869
Income (loss) from continuing operations before interest and taxes	(42,829		)	49,092			285,792			(7,193		)	284,862
Interest expense	144,869			(85,885		)	6,474			—			65,458
Interest income	—			(1		)	(705		)	—			(706		)
Income (loss) from continuing operations before taxes	(187,698		)	134,978			280,023			(7,193		)	220,110
Taxes (benefit) on income (loss) from continuing operations	(68,307		)	68,690			28,159			108			28,650
Equity in net income of consolidated subsidiaries	308,396			233,827			252			(542,475		)	—
Income from continuing operations	189,005			300,115			252,116			(549,776		)	191,460
Operating loss from discontinued operations	(2,196		)	—			(1,211		)	—			(3,407		)
Taxes (benefit) on loss from discontinued operations	(870		)	—			172			—			(698		)
Loss from discontinued operations	(1,326		)	—			(1,383		)	—			(2,709		)
Net income	187,679			300,115			250,733			(549,776		)	188,751
Less: Income from continuing operations attributable to noncontrolling interests	—			—			1,072			—			1,072
Net income attributable to common shareholders	187,679			300,115			249,661			(549,776		)	187,679
Other comprehensive loss attributable to common shareholders	(150,040		)	(130,691		)	(126,317		)	257,008			(150,040		)
Comprehensive income attributable to common shareholders	$	37,639		$	169,424		$	123,344		$	(292,768	)	$	37,639



	Year Ended December 31, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	1,001,404		$	963,184		$	(268,317	)	$	1,696,271
Cost of goods sold	—			582,110			543,717			(268,501		)	857,326
Gross profit	—			419,294			419,467			184			838,945
Selling, general and administrative expenses	39,176			284,960			178,358			(307		)	502,187
Research and development expenses	—			55,694			9,351			—			65,045
Restructuring and other impairment charges	935			15,288			22,229			—			38,452
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes	(40,111		)	63,352			209,529			491			233,261
Interest expense	134,879			(85,058		)	7,084			—			56,905
Interest income	(15		)	(5		)	(604		)	—			(624		)
Loss on extinguishments of debt	1,250			—			—			—			1,250
Income (loss) from continuing operations before taxes	(176,225		)	148,415			203,049			491			175,730
Taxes (benefit) on income (loss) from continuing operations	(63,857		)	42,804			45,354			(754		)	23,547
Equity in net income of consolidated subsidiaries	263,469			141,773			288			(405,530		)	—
Income from continuing operations	151,101			247,384			157,983			(404,285		)	152,183
Operating loss from discontinued operations	(1,947		)	—			(258		)	—			(2,205		)
Taxes (benefit) on loss from discontinued operations	(1,727		)	(170		)	127			—			(1,770		)
Income (loss) from discontinued operations	(220		)	170			(385		)	—			(435		)
Net income	150,881			247,554			157,598			(404,285		)	151,748
Less: Income from continuing operations attributable to noncontrolling interests	—			—			867			—			867
Net income attributable to common shareholders	150,881			247,554			156,731			(404,285		)	150,881
Other comprehensive income attributable to common shareholders	21,193			1,960			5,442			(7,402		)	21,193
Comprehensive income attributable to common shareholders	$	172,074		$	249,514		$	162,173		$	(411,687	)	$	172,074



	Year Ended December 31, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	950,888		$	833,903		$	(233,782	)	$	1,551,009
Cost of goods sold	—			552,726			482,881			(232,823		)	802,784
Gross profit	—			398,162			351,022			(959		)	748,225
Selling, general and administrative expenses	34,657			259,476			160,089			267			454,489
Research and development expenses	—			48,649			7,629			—			56,278
Goodwill impairment	—			331,779			349			—			332,128
Restructuring and other impairment charges	—			598			2,439			—			3,037
Net gain on sales of businesses and assets	(116,193		)	(149,240		)	(332		)	265,433			(332		)
Income (loss) from continuing operations before interest and taxes	81,536			(93,100		)	180,848			(266,659		)	(97,375		)
Interest expense	143,653			(81,328		)	7,240			—			69,565
Interest income	(372		)	(23		)	(1,176		)	—			(1,571		)
Income (loss) from continuing operations before taxes	(61,745		)	(11,749		)	174,784			(266,659		)	(165,369		)
Taxes (benefit) on income (loss) from continuing operations	(63,806		)	45,068			35,670			(519		)	16,413
Equity in net income (loss) of consolidated subsidiaries	(190,742		)	124,918			—			65,824			—
Income (loss) from continuing operations	(188,681		)	68,101			139,114			(200,316		)	(181,782		)
Operating income (loss) from discontinued operations	(2,647		)	(9,179		)	2,619			—			(9,207		)
Tax benefit on income (loss) from discontinued operations	(1,271		)	(129		)	(487		)	—			(1,887		)
Income (loss) from discontinued operations	(1,376		)	(9,050		)	3,106			—			(7,320		)
Net income (loss)	(190,057		)	59,051			142,220			(200,316		)	(189,102		)
Less: Income from continuing operations attributable to noncontrolling interests	—			—			955			—			955
Net income (loss) attributable to common shareholders	(190,057		)	59,051			141,265			(200,316		)	(190,057		)
Other comprehensive income attributable to common shareholders	27,305			10,475			8,907			(19,382		)	27,305
Comprehensive income (loss) attributable to common shareholders	$	(162,752	)	$	69,526		$	150,172		$	(219,698	)	$	(162,752	)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	December 31, 2014
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	27,996	$	—	$	275,240	$	—		$	303,236
Accounts receivable, net	2,346		2,422		265,081		3,855			273,704
Accounts receivable from consolidated subsidiaries	37,378		2,303,284		272,811		(2,613,473		)	—
Inventories, net	—		204,335		154,544		(23,286		)	335,593
Prepaid expenses and other current assets	14,301		4,786		16,610		—			35,697
Prepaid taxes	23,493		—		16,763		—			40,256
Deferred tax assets	30,248		17,387		9,666		—			57,301
Assets held for sale	2,901		—		4,521		—			7,422
Total current assets	138,663		2,532,214		1,015,236		(2,632,904		)	1,053,209
Property, plant and equipment, net	3,489		170,054		143,892		—			317,435
Goodwill	—		703,663		619,890		—			1,323,553
Intangibles assets, net	—		743,222		473,498		—			1,216,720
Investments in affiliates	5,662,773		1,359,661		21,253		(7,042,537		)	1,150
Deferred tax assets	52,244		—		5,535		(56,601		)	1,178
Notes receivable and other amounts due from consolidated subsidiaries	1,025,859		1,489,994		—		(2,515,853		)	—
Other assets	27,999		6,801		29,210		—			64,010
Total assets	$	6,911,027	$	7,005,609	$	2,308,514	$	(12,247,895	)	$	3,977,255
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	363,701	$	—	$	4,700	$	—		$	368,401
Accounts payable	1,449		32,692		29,959		—			64,100
Accounts payable to consolidated subsidiaries	2,259,891		188,908		163,291		(2,612,090		)	—
Accrued expenses	17,149		21,479		33,755		—			72,383
Current portion of contingent consideration	—		11,276		—		—			11,276
Payroll and benefit-related liabilities	20,693		27,228		37,521		—			85,442
Accrued interest	9,152		—		17		—			9,169
Income taxes payable	—		—		13,768		—			13,768
Other current liabilities	5		3,065		7,290		—			10,360
Total current liabilities	2,672,040		284,648		290,301		(2,612,090		)	634,899
Long-term borrowings	700,000		—		—		—			700,000
Deferred tax liabilities	—		462,274		45,867		(56,600		)	451,541
Pension and other postretirement benefit liabilities	110,830		35,074		21,337		—			167,241
Noncurrent liability for uncertain tax positions	11,431		15,569		23,884		—			50,884
Notes payable and other amounts due to consolidated subsidiaries	1,483,984		932,718		103,908		(2,520,610		)	—
Other liabilities	21,433		24,900		12,658		—			58,991
Total liabilities	4,999,718		1,755,183		497,955		(5,189,300		)	2,063,556
Total common shareholders' equity	1,911,309		5,250,426		1,808,169		(7,058,595		)	1,911,309
Noncontrolling interest	—		—		2,390		—			2,390
Total equity	1,911,309		5,250,426		1,810,559		(7,058,595		)	1,913,699
Total liabilities and equity	$	6,911,027	$	7,005,609	$	2,308,514	$	(12,247,895	)	$	3,977,255



	December 31, 2013
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	42,749	$	14,500	$	374,735	$	—		$	431,984
Accounts receivable, net	1,822		10,948		279,048		3,472			295,290
Accounts receivable from consolidated subsidiaries	42,865		2,623,314		214,469		(2,880,648		)	—
Inventories, net	—		211,165		138,165		(15,709		)	333,621
Prepaid expenses and other current assets	15,200		6,870		17,740		—			39,810
Prepaid taxes	27,487		—		9,017		—			36,504
Deferred tax assets	20,218		22,472		10,230		(3		)	52,917
Assets held for sale	1,669		3,503		5,256		—			10,428
Total current assets	152,010		2,892,772		1,048,660		(2,892,888		)	1,200,554
Property, plant and equipment, net	14,189		188,455		123,256		—			325,900
Goodwill	—		797,671		556,532		—			1,354,203
Intangibles assets, net	—		962,243		293,354		—			1,255,597
Investments in affiliates	5,489,676		1,478,429		21,382		(6,987,772		)	1,715
Deferred tax assets	35,877		—		4,476		(39,410		)	943
Notes receivable and other amounts due from consolidated subsidiaries	1,049,344		873,105		14,169		(1,936,618		)	—
Other assets	24,574		7,447		38,074		—			70,095
Total assets	$	6,765,670	$	7,200,122	$	2,099,903	$	(11,856,688	)	$	4,209,007
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	351,587	$	—	$	4,700	$	—		$	356,287
Accounts payable	2,194		45,802		23,971		—			71,967
Accounts payable to consolidated subsidiaries	2,644,296		147,957		88,395		(2,880,648		)	—
Accrued expenses	15,569		21,120		38,179		—			74,868
Current portion of contingent consideration	—		4,131		—		—			4,131
Payroll and benefit-related liabilities	15,976		21,818		35,296		—			73,090
Accrued interest	8,720		—		5		—			8,725
Income taxes payable	—		—		23,821		—			23,821
Other current liabilities	9,646		7,517		5,072		(4		)	22,231
Total current liabilities	3,047,988		248,345		219,439		(2,880,652		)	635,120
Long-term borrowings	930,000		—		—		—			930,000
Deferred tax liabilities	—		496,228		57,896		(39,409		)	514,715
Pension and other postretirement benefit liabilities	57,406		33,777		18,315		—			109,498
Noncurrent liability for uncertain tax positions	11,389		17,241		26,522		—			55,152
Notes payable and other amounts due to consolidated subsidiaries	785,476		957,451		197,173		(1,940,100		)	—
Other liabilities	19,884		16,221		12,401		—			48,506
Total liabilities	4,852,143		1,769,263		531,746		(4,860,161		)	2,292,991
Total common shareholders' equity	1,913,527		5,430,859		1,565,668		(6,996,527		)	1,913,527
Noncontrolling interest	—		—		2,489		—			2,489
Total equity	1,913,527		5,430,859		1,568,157		(6,996,527		)	1,916,016
Total liabilities and equity	$	6,765,670	$	7,200,122	$	2,099,903	$	(11,856,688	)	$	4,209,007

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Year Ended December 31, 2014
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(80,651	)	$	322,687		$	123,545		$	(75,340	)	$	290,241
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment	(2,273		)	(30,586		)	(34,712		)	—			(67,571		)
Proceeds from sale of assets and investments	1,669			3,421			161			—			5,251
Payments for businesses and intangibles acquired, net of cash acquired	—			(17,241		)	(28,536		)	—			(45,777		)
Investments in affiliates	(60		)	20			—			—			(40		)
Intercompany dividends received	—			—			229,782			(229,782		)	—
Net cash (used in) provided by investing activities from continuing operations	(664		)	(44,386		)	166,695			(229,782		)	(108,137		)
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from new borrowings	250,000			—			—			—			250,000
Repayment of long-term borrowings	(480,102		)	—			—			—			(480,102		)
Debt extinguishment, issuance and amendment fees	(4,494		)	—			—			—			(4,494		)
Proceeds from stock compensation plans and related tax impacts	4,245			—			—			—			4,245
Dividends	(56,258		)	—			—			—			(56,258		)
Payments to noncontrolling shareholders				—			(1,094		)	—			(1,094		)
Intercompany transactions	356,847			(292,801		)	(64,046		)	—			—
Intercompany dividends paid	—			—			(305,122		)	305,122			—
Net cash provided by (used in) financing activities from continuing operations	70,238			(292,801		)	(370,262		)	305,122			(287,703		)
Cash Flows from Discontinued Operations:
Net cash used in operating activities	(3,676		)	—			—			—			(3,676		)
Net cash used in discontinued operations	(3,676		)	—			—			—			(3,676		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(19,473		)	—			(19,473		)
Net decrease in cash and cash equivalents	(14,753		)	(14,500		)	(99,495		)	—			(128,748		)
Cash and cash equivalents at the beginning of the period	42,749			14,500			374,735			—			431,984
Cash and cash equivalents at the end of the period	$	27,996		$	—		$	275,240		$	—		$	303,236



	Year Ended December 31, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(131,031	)	$	205,954		$	304,278		$	(147,902	)	$	231,299
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment	(1,553		)	(47,633		)	(14,394		)	—			(63,580		)
Payments for businesses and intangibles acquired, net of cash acquired	—			(250,912		)	(58,096		)	—			(309,008		)
Investments in affiliates	(50		)	—			—			—			(50		)
Net cash used in investing activities from continuing operations	(1,603		)	(298,545		)	(72,490		)	—			(372,638		)
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from new borrowings	680,000			—			—			—			680,000
Repayment of long-term borrowings	(375,000		)	—			—			—			(375,000		)
Debt extinguishment, issuance and amendment fees	(6,400		)	—			—			—			(6,400		)
Proceeds from share based compensation plans and the related tax impacts	6,181			—			—			—			6,181
Dividends	(55,917		)	—			—			—			(55,917		)
Payments to noncontrolling shareholders	—			—			(736		)	—			(736		)
Payments for contingent consideration	—			(14,802		)	(2,156		)	—			(16,958		)
Intercompany transactions	(141,614		)	137,304			4,310			—			—
Intercompany dividends paid	—			(17,400		)	(130,502		)	147,902			—
Net cash provided by (used in) financing activities from continuing operations	107,250			105,102			(129,084		)	147,902			231,170
Cash Flows from Discontinued Operations:
Net cash used in operating activities	(2,727		)	—			(600		)	—			(3,327		)
Net cash used in discontinued operations	(2,727		)	—			(600		)	—			(3,327		)
Effect of exchange rate changes on cash and cash equivalents	—			—			8,441			—			8,441
Net (decrease) increase in cash and cash equivalents	(28,111		)	12,511			110,545			—			94,945
Cash and cash equivalents at the beginning of the period	70,860			1,989			264,190			—			337,039
Cash and cash equivalents at the end of the period	$	42,749		$	14,500		$	374,735		$	—		$	431,984



	Year Ended December 31, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(178,017	)	$	310,736		$	160,802		$	(98,903	)	$	194,618
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment	(7,352		)	(39,118		)	(18,924		)	—			(65,394		)
Proceeds from sales of businesses and assets, net of cash sold	4,301			45,204			17,155			—			66,660
Payments for businesses and intangibles acquired, net of cash acquired	—			(105,195		)	(264,249		)	—			(369,444		)
Investments in affiliates	(80		)	—			—			—			(80		)
Net cash used in investing activities from continuing operations	(3,131		)	(99,109		)	(266,018		)	—			(368,258		)
Cash Flows from Financing Activities of Continuing Operations:
Decrease in notes payable and current borrowings	—			(421		)	(285		)	—			(706		)
Proceeds from share based compensation plans and the related tax impacts	8,238			—			—			—			8,238
Dividends	(55,589		)	—			—			—			(55,589		)
Payments for contingent consideration	—			(16,289		)	(1,307		)	—			(17,596		)
Intercompany transactions	196,850			(177,900		)	(18,950		)	—			—
Intercompany dividends paid	—			(16,900		)	(82,003		)	98,903			—
Net cash provided by (used in) financing activities from continuing operations	149,499			(211,510		)	(102,545		)	98,903			(65,653		)
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities	(12,022		)	4,223			—			—			(7,799		)
Net cash used in investing activities	—			(2,351		)	—			—			(2,351		)
Net cash (used in) provided by discontinued operations	(12,022		)	1,872			—			—			(10,150		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2,394			—			2,394
Net (decrease) increase in cash and cash equivalents	(43,671		)	1,989			(205,367		)	—			(247,049		)
Cash and cash equivalents at the beginning of the period	114,531			—			469,557			—			584,088
Cash and cash equivalents at the end of the period	$	70,860		$	1,989		$	264,190		$	—		$	337,039