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 and condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014 and 2013 and condensed consolidating balance sheets as of December 31, 2015 and 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 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidating 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 years ended December 31, 2014 and 2013 have been revised to properly reflect the intercompany dividends paid and intercompany dividends received 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 correct this error, the condensed consolidating statement of cash flows for the year ended December 31, 2014 has been revised as follows: In the Non-Guarantor Subsidiaries column, net cash provided by (used in) operating activities from continuing operations has been changed from $123,545 to $52,634, intercompany dividends received (within cash flows from investing activities of continuing operations) has been changed from $229,782 to $0 (and the intercompany dividends received line item was removed) and intercompany dividends paid (within cash flows from financing activities of continuing operations) changed from $(305,122) to $(4,429). In the eliminations column, net cash provided by (used in) operating activities from continuing operations changed from $(75,340) to $(4,429), intercompany dividends received, which is included in cash flows from investing activities of continuing operations, changed from $(229,782) to $0 (and the intercompany dividends received line item was removed) and intercompany dividends paid, which is included in cash flows from financing activities of continuing operations, changed from $305,122 to $4,429.

The condensed consolidating statement of cash flows for the year ended December 31, 2013 has been revised as follows: In the Non-Guarantor Subsidiaries column, net cash provided by (used in) operating activities from continuing operations has been changed from $304,278 to $240,640 and intercompany dividends paid (within cash flows from financing activities of continuing operations) changed from $(130,502) to $(66,866). In the eliminations column, net cash provided by (used in) operating activities from continuing operations changed from $(147,902) to $(66,866) and intercompany dividends paid, which is included in cash flows from financing activities of continuing operations changed from $147,902 to $66,866.

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 for the year ended December 31, 2014 and the condensed consolidating balance sheet at December 31, 2014 as well as the condensed consolidating statement of cash flows for the year ended December 31, 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 periods subject to previously filed condensed consolidating guarantor financial information.

The Company will revise its condensed consolidated guarantor financial information for the interim period ended March 29, 2015 in its quarterly report on Form 10-Q to be filed for the fiscal quarter ending March 27, 2016.

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Year Ended December 31, 2015
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	1,079,180		$	1,107,565		$	(377,055	)	$	1,809,690
Cost of goods sold	—			646,427			593,855			(374,995		)	865,287
Gross profit	—			432,753			513,710			(2,060		)	944,403
Selling, general and administrative expenses	42,435			336,049			191,029			(531		)	568,982
Research and development expenses	—			30,359			21,760			—			52,119
Restructuring charges	—			6,731			1,088			—			7,819
Gain on sale of assets	—			—			(408		)	—			(408		)
(Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes	(42,435		)	59,614			300,241			(1,529		)	315,891
Interest, net	132,711			(76,873		)	4,953			—			60,791
Loss on extinguishment of debt	10,454			—			—			—			10,454
(Loss) income from continuing operations before taxes	(185,600		)	136,487			295,288			(1,529		)	244,646
(Benefit) taxes on (loss) income from continuing operations	(66,264		)	27,260			46,804			38			7,838
Equity in net income of consolidated subsidiaries	355,138			235,810			1,086			(592,034		)	—
Income from continuing operations	235,802			345,037			249,570			(593,601		)	236,808
Operating (loss) income from discontinued operations	(1,734		)	—			4			—			(1,730		)
(Benefit) taxes on (loss) income from discontinued operations	(10,795		)	—			160			—			(10,635		)
Income (loss) from discontinued operations	9,061			—			(156		)	—			8,905
Net income	244,863			345,037			249,414			(593,601		)	245,713
Less: Income from continuing operations attributable to noncontrolling interest	—			—			850			—			850
Net income attributable to common shareholders	244,863			345,037			248,564			(593,601		)	244,863
Other comprehensive loss attributable to common shareholders	(110,229		)	(110,604		)	(120,439		)	231,043			(110,229		)
Comprehensive income attributable to common shareholders	$	134,634		$	234,433		$	128,125		$	(362,558	)	$	134,634



	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 charges	—			10,189			7,680			—			17,869
(Loss) income from continuing operations before interest and taxes	(42,829		)	49,092			285,792			(7,193		)	284,862
Interest, net	144,869			(85,886		)	5,769			—			64,752
(Loss) income from continuing operations before taxes	(187,698		)	134,978			280,023			(7,193		)	220,110
(Benefit) taxes on (loss) income 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		)
(Benefit) taxes 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		)	(105,872		)	(126,317		)	232,189			(150,040		)
Comprehensive income attributable to common shareholders	$	37,639		$	194,243		$	123,344		$	(317,587	)	$	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
(Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes	(40,111		)	63,352			209,529			491			233,261
Interest, net	134,864			(85,063		)	6,480			—			56,281
Loss on extinguishment of debt	1,250			—			—			—			1,250
(Loss) income from continuing operations before taxes	(176,225		)	148,415			203,049			491			175,730
(Benefit) taxes on (loss) income 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		)
(Benefit) taxes on loss from discontinued operations	(1,727		)	(170		)	127			—			(1,770		)
(Loss) income 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 (loss) attributable to common shareholders	21,193			(5,304		)	5,442			(138		)	21,193
Comprehensive income attributable to common shareholders	$	172,074		$	242,250		$	162,173		$	(404,423	)	$	172,074

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	December 31, 2015
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	21,612	$	—	$	316,754	$	—		$	338,366
Accounts receivable, net	2,538		4,326		251,166		4,386			262,416
Accounts receivable from consolidated subsidiaries	5,276		2,412,079		289,697		(2,707,052		)	—
Inventories, net	—		205,163		149,705		(24,593		)	330,275
Prepaid expenses and other current assets	13,103		4,702		16,037		3,665			37,507
Prepaid taxes	16,686		—		14,622		(413		)	30,895
Assets held for sale	2,901		—		4,071		—			6,972
Total current assets	62,116		2,626,270		1,042,052		(2,724,007		)	1,006,431
Property, plant and equipment, net	2,931		174,674		138,518		—			316,123
Goodwill	—		705,753		590,099		—			1,295,852
Intangibles assets, net	—		762,084		437,891		—			1,199,975
Investments in affiliates	5,724,226		1,360,045		23,065		(7,107,184		)	152
Deferred tax assets	91,432		—		8,042		(97,133		)	2,341
Notes receivable and other amounts due from consolidated subsidiaries	1,358,446		1,658,092		—		(3,016,538		)	—
Other assets	26,752		6,615		24,275		—			57,642
Total assets	$	7,265,903	$	7,293,533	$	2,263,942	$	(12,944,862	)	$	3,878,516
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	376,642	$	—	$	43,300	$	—		$	419,942
Accounts payable	1,945		27,527		36,833		—			66,305
Accounts payable to consolidated subsidiaries	2,478,109		201,400		27,543		(2,707,052		)	—
Accrued expenses	15,399		22,281		26,337		—			64,017
Current portion of contingent consideration	—		7,291		—		—			7,291
Payroll and benefit-related liabilities	21,617		29,305		33,736		—			84,658
Accrued interest	7,455		—		25		—			7,480
Income taxes payable	—		—		8,144		(85		)	8,059
Other current liabilities	1,300		2,679		4,981		—			8,960
Total current liabilities	2,902,467		290,483		180,899		(2,707,137		)	666,712
Long-term borrowings	646,000		—		—		—			646,000
Deferred tax liabilities	—		376,738		36,378		(97,133		)	315,983
Pension and other postretirement benefit liabilities	100,355		32,274		16,812		—			149,441
Noncurrent liability for uncertain tax positions	1,151		17,722		21,527		—			40,400
Notes payable and other amounts due to consolidated subsidiaries	1,585,727		1,253,189		177,622		(3,016,538		)	—
Other liabilities	20,931		15,685		12,271		—			48,887
Total liabilities	5,256,631		1,986,091		445,509		(5,820,808		)	1,867,423
Total common shareholders' equity	2,009,272		5,307,442		1,816,612		(7,124,054		)	2,009,272
Noncontrolling interest	—		—		1,821		—			1,821
Total equity	2,009,272		5,307,442		1,818,433		(7,124,054		)	2,011,093
Total liabilities and equity	$	7,265,903	$	7,293,533	$	2,263,942	$	(12,944,862	)	$	3,878,516



	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
Assets held for sale	2,901		—		4,521		—			7,422
Total current assets	107,033		2,514,827		1,002,061		(2,628,013		)	995,908
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	82,492		—		6,867		(85,348		)	4,011
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	$	6,988,222	$	2,296,671	$	(12,273,133	)	$	3,922,787
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	—		—		13,634		134			13,768
Other current liabilities	5		3,065		5,160		—			8,230
Total current liabilities	2,672,040		284,648		288,037		(2,611,956		)	632,769
Long-term borrowings	700,000		—		—		—			700,000
Deferred tax liabilities	—		444,887		39,663		(85,347		)	399,203
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		915,163		100,533		(2,499,680		)	—
Other liabilities	21,433		24,900		12,658		—			58,991
Total liabilities	4,999,718		1,720,241		486,112		(5,196,983		)	2,009,088
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	$	6,988,222	$	2,296,671	$	(12,273,133	)	$	3,922,787

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Year Ended December 31, 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	$	(147,704	)	$	134,817		$	320,145		$	(3,812	)	$	303,446
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(124		)	(32,797		)	(28,527		)	—			(61,448		)
Payments for businesses and intangibles acquired, net of cash acquired	—			(60,336		)	(33,472		)	—			(93,808		)
Proceeds from sale of assets	408			—			—			—			408
Investments in affiliates	—			—			(121,850		)	121,850			—
Net cash provided by (used in) investing activities from continuing operations	284			(93,133		)	(183,849		)	121,850			(154,848		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	288,100			—			—			—			288,100
Reduction in borrowings	(303,757		)	—			—			—			(303,757		)
Debt extinguishment, issuance and amendment fees	(9,017		)	—			—			—			(9,017		)
Proceeds from share based compensation plans and the related tax impacts	4,994			—			—			—			4,994
Payments to noncontrolling interest shareholders	—			—			(1,343		)	—			(1,343		)
Payments for contingent consideration	—			(8,028		)	—			—			(8,028		)
Proceeds from issuance of shares	—			121,850			—			(121,850		)	—
Dividends paid	(56,532		)	—			—			—			(56,532		)
Intercompany transactions	219,035			(155,506		)	(63,529		)	—			—
Intercompany dividends paid	—			—			(3,812		)	3,812			—
Net cash provided by (used in) financing activities from continuing operations	142,823			(41,684		)	(68,684		)	(118,038		)	(85,583		)
Cash flows from discontinued operations:
Net cash used in operating activities	(1,787		)	—			(849		)	—			(2,636		)
Net cash used in discontinued operations	(1,787		)	—			(849		)	—			(2,636		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(25,249		)	—			(25,249		)
Net (decrease) increase in cash and cash equivalents	(6,384		)	—			41,514			—			35,130
Cash and cash equivalents at the beginning of the year	27,996			—			275,240			—			303,236
Cash and cash equivalents at the end of the year	$	21,612		$	—		$	316,754		$	—		$	338,366



	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	$	(105,467	)	$	347,503		$	52,634		$	(4,429	)	$	290,241
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(2,273		)	(30,586		)	(34,712		)	—			(67,571		)
Payments for businesses and intangibles acquired, net of cash acquired	—			(17,241		)	(28,536		)	—			(45,777		)
Proceeds from sale of assets and investments	1,669			3,421			161			—			5,251
Investments in affiliates	(60		)	20			—			—			(40		)
Net cash used in investing activities from continuing operations	(664		)	(44,386		)	(63,087		)	—			(108,137		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	250,000			—			—			—			250,000
Reduction in borrowings	(480,102		)	—			—			—			(480,102		)
Debt issuance and amendment fees	(4,494		)	—			—			—			(4,494		)
Proceeds from share based compensation plans and the related tax impacts	4,245			—			—			—			4,245
Payments to noncontrolling interest shareholders	—			—			(1,094		)	—			(1,094		)
Dividends paid	(56,258		)	—			—			—			(56,258		)
Intercompany transactions	381,663			(317,617		)	(64,046		)	—			—
Intercompany dividends paid	—			—			(4,429		)	4,429			—
Net cash provided by (used in) financing activities from continuing operations	95,054			(317,617		)	(69,569		)	4,429			(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 year	42,749			14,500			374,735			—			431,984
Cash and cash equivalents at the end of the year	$	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	$	(123,765	)	$	181,290		$	240,640		$	(66,866	)	$	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
Reduction in 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
Payments to noncontrolling interest shareholders	—			—			(736		)	—			(736		)
Payments for contingent consideration	—			(14,802		)	(2,156		)	—			(16,958		)
Dividends paid	(55,917		)	—			—			—			(55,917		)
Intercompany transactions	(148,880		)	144,568			4,312			—			—
Intercompany dividends paid	—						(66,866		)	66,866			—
Net cash provided by (used in) financing activities from continuing operations	99,984			129,766			(65,446		)	66,866			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 year	70,860			1,989			264,190			—			337,039
Cash and cash equivalents at the end of the year	$	42,749		$	14,500		$	374,735		$	—		$	431,984