Condensed consolidating guarantor financial information

In April 2015, pursuant to an exchange offer registered under the Securities Act of 1933, Teleflex Incorporated (referred to below as “Parent Company”) exchanged $250 million of its 5.25% Senior Notes due 2024 for a like principal amount of substantially identical notes that it issued in a private placement in May 2014. 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 and comprehensive income (loss) for the three and six months ended June 28, 2015 and June 29, 2014, condensed consolidating balance sheets as of June 28, 2015 and December 31, 2014 and condensed consolidating statements of cash flows for the six months ended June 28, 2015 and June 29, 2014, provide consolidated 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 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, 2014 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidated financial information, except for the use by the Parent Company and Guarantor Subsidiaries 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.

The condensed consolidating statement of cash flows for the Non-guarantor subsidiaries and eliminations for the six months ended June 29, 2014 have been revised to properly reflect that intercompany dividends paid and intercompany dividends received were between Non-guarantor subsidiaries. Previously, intercompany dividends paid and received among Non-guarantor subsidiaries were presented on a gross basis resulting in the overstatement or understatement of cash flows from operations, investing and financing activities. To eliminate this error, the condensed consolidating statement of cash flows for the six months ended June 29, 2014 have been revised as follows: In the Non-guarantor subsidiaries column, net cash (used in) provided by operating activities from continuing operations has been changed from ($33,864) to ($105,302), intercompany dividends received (within cash flows from investing activities of continuing operations) has been changed from $229,782 to $0 and intercompany dividends paid (within cash flows from financing activities of continuing operations) changed from ($303,827) to ($3,135). In the eliminations column, net cash (used in) provided by operating activities from continuing operations changed from ($74,045) to ($3,135), intercompany dividends received changed from ($229,782) to $0 and intercompany dividends paid changed from $303,827 to $3,135.

The Company also made revisions to the classification of certain balances related to intercompany transactions in the condensed consolidating statements of income and comprehensive income (loss) for the three and six months ended June 29, 2014 and the condensed consolidating balance sheet at December 31, 2014 as well as the condensed consolidating statement of cash flows for the six months ended June 29, 2014.

These revisions, individually and in the aggregate, had no impact on the consolidated results of the Company and are not material to the condensed consolidating guarantor financial information for any of the previously filed periods.

The Company will revise its condensed consolidated guarantor financial information for the interim periods ended September 28, 2014 and March 29, 2015 in Forms 10-Q to be filed for the fiscal quarters ending September 27, 2015 and March 27, 2016, respectively, and will revise its condensed consolidated guarantor financial information for the annual periods ended December 31, 2014 and 2013 in its Form 10-K to be filed for the fiscal year ending December 31, 2015.

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)



	Three Months Ended June 28, 2015
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	269,703		$	276,258		$	(93,916	)	$	452,045
Cost of goods sold	—			158,718			152,355			(92,265		)	218,808
Gross profit	—			110,985			123,903			(1,651		)	233,237
Selling, general and administrative expenses	8,663			82,844			50,964			(243		)	142,228
Research and development expenses	—			4,894			8,549			—			13,443
Restructuring and impairment charges	—			591			(11		)	—			580
(Loss) income from continuing operations before interest, extinguishment of debt and taxes	(8,663		)	22,656			64,401			(1,408		)	76,986
Interest, net	33,358			(18,565		)	1,260			—			16,053
Loss on extinguishment of debt, net	10,454			—			—			—			10,454
(Loss) income from continuing operations before taxes	(52,475		)	41,221			63,141			(1,408		)	50,479
(Benefit) taxes on income from continuing operations	(17,941		)	14,917			8,463			(159		)	5,280
Equity in net income of consolidated subsidiaries	79,246			51,964			122			(131,332		)	—
Income from continuing operations	44,712			78,268			54,800			(132,581		)	45,199
Operating loss from discontinued operations	(145		)	—			—			—			(145		)
Taxes on loss from discontinued operations	4			—			41			—			45
Loss from discontinued operations	(149		)	—			(41		)	—			(190		)
Net income	44,563			78,268			54,759			(132,581		)	45,009
Less: Income from continuing operations attributable to noncontrolling interests	—			—			446			—			446
Net income attributable to common shareholders	44,563			78,268			54,313			(132,581		)	44,563
Other comprehensive income attributable to common shareholders	20,986			45,015			24,340			(69,355		)	20,986
Comprehensive income attributable to common shareholders	$	65,549		$	123,283		$	78,653		$	(201,936	)	$	65,549



	Three Months Ended June 29, 2014
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	290,280		$	317,651		$	(139,826	)	$	468,105
Cost of goods sold	—			176,028			177,009			(129,020		)	224,017
Gross profit	—			114,252			140,642			(10,806		)	244,088
Selling, general and administrative expenses	11,025			76,575			59,135			108			146,843
Research and development expenses	—			12,885			1,985			—			14,870
Restructuring and impairment charges	—			8,679			(1,056		)	—			7,623
(Loss) income from continuing operations before interest and taxes	(11,025		)	16,113			80,578			(10,914		)	74,752
Interest, net	35,155			(20,740		)	1,501			—			15,916
(Loss) income from continuing operations before taxes	(46,180		)	36,853			79,077			(10,914		)	58,836
(Benefit) taxes on income from continuing operations	(15,710		)	13,535			14,344			(2,163		)	10,006
Equity in net income of consolidated subsidiaries	78,802			57,250			98			(136,150		)	—
Income from continuing operations	48,332			80,568			64,831			(144,901		)	48,830
Operating loss from discontinued operations	(1,594		)	—			—			—			(1,594		)
(Benefit) taxes on loss from discontinued operations	(514		)	—			45			—			(469		)
Loss from discontinued operations	(1,080		)	—			(45		)	—			(1,125		)
Net income	47,252			80,568			64,786			(144,901		)	47,705
Less: Income from continuing operations attributable to noncontrolling interests	—			—			453			—			453
Net income attributable to common shareholders	47,252			80,568			64,333			(144,901		)	47,252
Other comprehensive income (loss) attributable to common shareholders	1,862			(2,607		)	(5,984		)	8,591			1,862
Comprehensive income attributable to common shareholders	$	49,114		$	77,961		$	58,349		$	(136,310	)	$	49,114



	Six Months Ended June 28, 2015
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	533,864		$	535,159		$	(187,548	)	$	881,475
Cost of goods sold	—			317,044			289,973			(181,416		)	425,601
Gross profit	—			216,820			245,186			(6,132		)	455,874
Selling, general and administrative expenses	20,115			167,112			94,781			(83		)	281,925
Research and development expenses	—			16,021			10,306			—			26,327
Restructuring and impairment charges	—			4,330			698			—			5,028
(Loss) income from continuing operations before interest, and taxes	(20,115		)	29,357			139,401			(6,049		)	142,594
Interest, net	67,718			(37,134		)	2,472			—			33,056
Loss on extinguishment of debt, net	10,454			—			—			—			10,454
(Loss) income from continuing operations before taxes	(98,287		)	66,491			136,929			(6,049		)	99,084
(Benefit) taxes on (loss) income from continuing operations	(33,234		)	25,909			23,207			(1,270		)	14,612
Equity in net income of consolidated subsidiaries	148,784			111,654			219			(260,657		)	—
Income from continuing operations	83,731			152,236			113,941			(265,436		)	84,472
Operating (loss) income from discontinued operations	(648		)	—			4			—			(644		)
Taxes on (loss) income from discontinued operations	168			—			81			—			249
Loss from discontinued operations	(816		)	—			(77		)	—			(893		)
Net income	82,915			152,236			113,864			(265,436		)	83,579
Less: Income from continuing operations attributable to noncontrolling interests	—			—			664			—			664
Net income attributable to common shareholders	82,915			152,236			113,200			(265,436		)	82,915
Other comprehensive loss attributable to common shareholders	(60,215		)	(61,746		)	(75,388		)	137,134			(60,215		)
Comprehensive income attributable to common shareholders	$	22,700		$	90,490		$	37,812		$	(128,302	)	$	22,700



	Six Months Ended June 29, 2014
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	552,705		$	566,088		$	(212,142	)	$	906,651
Cost of goods sold	—			328,396			314,882			(201,874		)	441,404
Gross profit	—			224,309			251,206			(10,268		)	465,247
Selling, general and administrative expenses	21,803			157,970			107,056			311			287,140
Research and development expenses	—			24,895			4,037			—			28,932
Restructuring and impairment charges	—			8,491			6,912			—			15,403
(Loss) income from continuing operations before interest and taxes	(21,803		)	32,953			133,201			(10,579		)	133,772
Interest, net	68,881			(40,647		)	2,899			—			31,133
(Loss) income from continuing operations before taxes	(90,684		)	73,600			130,302			(10,579		)	102,639
(Benefit) taxes on (loss) income from continuing operations	(31,130		)	30,753			23,176			(4,259		)	18,540
Equity in net income of consolidated subsidiaries	142,926			100,358			192			(243,476		)	—
Income from continuing operations	83,372			143,205			107,318			(249,796		)	84,099
Operating loss from discontinued operations	(1,619		)	—			—			—			(1,619		)
(Benefit) taxes on loss from discontinued operations	(457		)	—			88			—			(369		)
Loss from discontinued operations	(1,162		)	—			(88		)	—			(1,250		)
Net income	82,210			143,205			107,230			(249,796		)	82,849
Less: Income from continuing operations attributable to noncontrolling interests	—			—			639			—			639
Net income attributable to common shareholders	82,210			143,205			106,591			(249,796		)	82,210
Other comprehensive income attributable to common shareholders	6,607			4,621			5,728			(10,349		)	6,607
Comprehensive income attributable to common shareholders	$	88,817		$	147,826		$	112,319		$	(260,145	)	$	88,817

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	June 28, 2015
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	26,063	$	298	$	298,649	$	—		$	325,010
Accounts receivable, net	2,521		2,785		277,127		3,938			286,371
Accounts receivable from consolidated subsidiaries	13,805		2,230,679		280,218		(2,524,702		)	—
Inventories, net	—		207,099		168,973		(28,977		)	347,095
Prepaid expenses and other current assets	12,261		4,897		13,992		3,509			34,659
Prepaid taxes	27,334		—		18,674		—			46,008
Deferred tax assets	30,683		16,408		9,203		—			56,294
Assets held for sale	2,901		—		4,171		—			7,072
Total current assets	115,568		2,462,166		1,071,007		(2,546,232		)	1,102,509
Property, plant and equipment, net	3,249		173,196		139,091		—			315,536
Goodwill	—		704,858		613,016		—			1,317,874
Intangibles assets, net	—		727,859		457,658		—			1,185,517
Investments in affiliates	5,565,400		1,403,623		20,984		(6,989,606		)	401
Deferred tax assets	51,481		—		3,984		(54,331		)	1,134
Notes receivable and other amounts due from consolidated subsidiaries	1,187,753		1,572,844		—		(2,760,597		)	—
Other assets	27,216		7,287		26,688		—			61,191
Total assets	$	6,950,667	$	7,051,833	$	2,332,428	$	(12,350,766	)	$	3,984,162
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	370,091	$	—	$	45,900	$	—		$	415,991
Accounts payable	2,369		34,416		37,579		—			74,364
Accounts payable to consolidated subsidiaries	2,284,828		197,490		42,384		(2,524,702		)	—
Accrued expenses	16,231		20,341		29,271		—			65,843
Current portion of contingent consideration	—		5,802		—		—			5,802
Payroll and benefit-related liabilities	20,696		16,054		32,814		—			69,564
Accrued interest	7,971		—		20		—			7,991
Income taxes payable	—		—		12,836		(1,136		)	11,700
Other current liabilities	1,851		3,225		5,555		—			10,631
Total current liabilities	2,704,037		277,328		206,359		(2,525,838		)	661,886
Long-term borrowings	696,000		—		—		—			696,000
Deferred tax liabilities	—		444,282		43,305		(54,330		)	433,257
Pension and other postretirement benefit liabilities	106,789		34,917		19,330		—			161,036
Noncurrent liability for uncertain tax positions	12,099		15,694		22,754		—			50,547
Notes payable and other amounts due from consolidated subsidiaries	1,492,235		1,087,952		180,410		(2,760,597		)	—
Other liabilities	21,728		26,717		12,984		—			61,429
Total liabilities	5,032,888		1,886,890		485,142		(5,340,765		)	2,064,155
Total common shareholders' equity	1,917,779		5,164,943		1,845,058		(7,010,001		)	1,917,779
Noncontrolling interest	—		—		2,228		—			2,228
Total equity	1,917,779		5,164,943		1,847,286		(7,010,001		)	1,920,007
Total liabilities and equity	$	6,950,667	$	7,051,833	$	2,332,428	$	(12,350,766	)	$	3,984,162



	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	35,996		2,303,284		272,810		(2,612,090		)	—
Inventories, net	—		204,335		154,544		(23,286		)	335,593
Prepaid expenses and other current assets	14,301		4,786		13,102		3,508			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	137,281		2,532,214		1,011,727		(2,628,013		)	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	5,680,328		1,359,661		21,253		(7,060,092		)	1,150
Deferred tax assets	52,244		—		5,535		(56,601		)	1,178
Notes receivable and other amounts due from consolidated subsidiaries	1,009,686		1,489,994		—		(2,499,680		)	—
Other assets	27,999		6,801		29,210		—			64,010
Total assets	$	6,911,027	$	7,005,609	$	2,305,005	$	(12,244,386	)	$	3,977,255
LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	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	—		—		13,634		134			13,768
Other current liabilities	5		3,065		7,290		—			10,360
Total current liabilities	2,672,040		284,648		290,167		(2,611,956		)	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 from consolidated subsidiaries	1,483,984		915,163		100,533		(2,499,680		)	—
Other liabilities	21,433		24,900		12,658		—			58,991
Total liabilities	4,999,718		1,737,628		494,446		(5,168,236		)	2,063,556
Total common shareholders' equity	1,911,309		5,267,981		1,808,169		(7,076,150		)	1,911,309
Noncontrolling interest	—		—		2,390		—			2,390
Total equity	1,911,309		5,267,981		1,810,559		(7,076,150		)	1,913,699
Total liabilities and equity	$	6,911,027	$	7,005,609	$	2,305,005	$	(12,244,386	)	$	3,977,255

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Six Months Ended June 28, 2015
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(92,490	)	$	63,718		$	140,720		$	(2,360	)	$	109,588
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment	(108		)	(17,339		)	(13,874		)	—			(31,321		)
Payments for businesses and intangibles acquired, net of cash acquired	—			(4,348		)	(33,211		)	—			(37,559		)
Net cash used in investing activities from continuing operations	(108		)	(21,687		)	(47,085		)	—			(68,880		)
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings	288,100			—			—			—			288,100
Repayment of long-term borrowings	(250,981		)	—			—			—			(250,981		)
Debt extinguishment, issuance and amendment fees	(8,746		)	—			—			—			(8,746		)
Net proceeds from share based compensation plans and the related tax impacts	4,843			—			—			—			4,843
Payments to noncontrolling interest shareholders	—			—			(832		)	—			(832		)
Payments for contingent consideration	—			(3,989		)	—			—			(3,989		)
Dividends	(28,234		)	—			—			—			(28,234		)
Intercompany transactions	86,197			(37,744		)	(48,453		)	—			—
Intercompany dividends paid	—			—			(2,360		)	2,360			—
Net cash provided by (used in) financing activities from continuing operations	91,179			(41,733		)	(51,645		)	2,360			161
Cash Flows from Discontinued Operations:
Net cash used in operating activities	(514		)	—			(849		)	—			(1,363		)
Net cash used in discontinued operations	(514		)	—			(849		)	—			(1,363		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(17,732		)	—			(17,732		)
Net (decrease) increase in cash and cash equivalents	(1,933		)	298			23,409			—			21,774
Cash and cash equivalents at the beginning of the period	27,996			—			275,240			—			303,236
Cash and cash equivalents at the end of the period	$	26,063		$	298		$	298,649		$	—		$	325,010



	Six Months Ended June 29, 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	$	(49,308	)	$	277,906		$	(105,302	)	$	(3,135	)	$	120,161
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment	(2,019		)	(14,080		)	(14,751		)	—			(30,850		)
Proceeds from sales of assets and investments	1,669			2,470			—			—			4,139
Payments for business and intangibles acquired, net of cash acquired	—			—			(28,535		)	—			(28,535		)
Investments in affiliates	(60		)	—			—			—			(60		)
Net cash used in investing activities from continuing operations	(410		)	(11,610		)	(43,286		)	—			(55,306		)
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings	250,000			—			—			—			250,000
Repayments of long-term borrowings	(480,000		)	—			—			—			(480,000		)
Debt extinguishment, issuance and amendment fees	(3,275		)	—			—			—			(3,275		)
Payments to noncontrolling interest shareholders	—			—			(1,094		)	—			(1,094		)
Net proceeds from share based compensation plans and the related tax impacts	2,391			—			—			—			2,391
Dividends	(28,093		)	—			—			—			(28,093		)
Intercompany transactions	298,760			(277,561		)	(21,199		)	—			—
Intercompany dividends paid	—			—			(3,135		)	3,135			—
Net cash provided by (used in) financing activities from continuing operations	39,783			(277,561		)	(25,428		)	3,135			(260,071		)
Cash Flows from Discontinued Operations:
Net cash used in operating activities	(1,531		)	—			—			—			(1,531		)
Net cash used in discontinued operations	(1,531		)	—			—			—			(1,531		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2,145			—			2,145
Net decrease in cash and cash equivalents	(11,466		)	(11,265		)	(171,871		)	—			(194,602		)
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	$	31,283		$	3,235		$	202,864		$	—		$	237,382