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 months ended March 27, 2016 and March 29, 2015, condensed consolidating balance sheets as of March 27, 2016 and December 31, 2015 and condensed consolidating statements of cash flows for the three months ended March 27, 2016 and March 29, 2015, 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, 2015 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 Company made revisions to the classification of certain balances related to intercompany transactions in the condensed consolidating statements of income and comprehensive loss for the three months ended March 29, 2015, as well as the condensed consolidating statement of cash flows for the three months ended March 29, 2015. 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.

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)



	Three Months Ended March 27, 2016
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	258,911		$	261,348		$	(95,366	)	$	424,893
Cost of goods sold	—			155,541			132,963			(88,758		)	199,746
Gross profit	—			103,370			128,385			(6,608		)	225,147
Selling, general and administrative expenses	9,329			81,477			45,059			483			136,348
Research and development expenses	—			6,435			5,918			—			12,353
Restructuring charges	—			4,758			5,210			—			9,968
Gain on sale of assets	—			—			(1,019		)	—			(1,019		)
(Loss) income from continuing operations before interest and taxes	(9,329		)	10,700			73,217			(7,091		)	67,497
Interest, net	33,044			(20,318		)	978			—			13,704
(Loss) income from continuing operations before taxes	(42,373		)	31,018			72,239			(7,091		)	53,793
(Benefit) taxes on income from continuing operations	(15,848		)	11,677			7,864			(1,080		)	2,613
Equity in net income of consolidated subsidiaries	77,457			57,900			168			(135,525		)	—
Income from continuing operations	50,932			77,241			64,543			(141,536		)	51,180
Operating loss from discontinued operations	(382		)	—			—			—			(382		)
(Benefit) taxes on loss from discontinued operations	(139		)	—			69			—			(70		)
Loss from discontinued operations	(243		)	—			(69		)	—			(312		)
Net income	50,689			77,241			64,474			(141,536		)	50,868
Less: Income from continuing operations attributable to noncontrolling interest	—			—			179			—			179
Net income attributable to common shareholders	50,689			77,241			64,295			(141,536		)	50,689
Other comprehensive income attributable to common shareholders	23,194			18,573			22,412			(40,985		)	23,194
Comprehensive income attributable to common shareholders	$	73,883		$	95,814		$	86,707		$	(182,521	)	$	73,883



	Three Months Ended March 29, 2015
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	264,161		$	258,901		$	(93,632	)	$	429,430
Cost of goods sold	—			158,326			137,618			(89,151		)	206,793
Gross profit	—			105,835			121,283			(4,481		)	222,637
Selling, general and administrative expenses	11,452			84,268			43,817			160			139,697
Research and development expenses	—			11,127			1,757			—			12,884
Restructuring charges	—			3,739			709			—			4,448
(Loss) income from continuing operations before interest and taxes	(11,452		)	6,701			75,000			(4,641		)	65,608
Interest, net	34,360			(18,569		)	1,212			—			17,003
(Loss) income from continuing operations before taxes	(45,812		)	25,270			73,788			(4,641		)	48,605
(Benefit) taxes on (loss) income from continuing operations	(15,293		)	10,992			14,744			(1,111		)	9,332
Equity in net income of consolidated subsidiaries	69,538			59,690			97			(129,325		)	—
Income from continuing operations	39,019			73,968			59,141			(132,855		)	39,273
Operating (loss) income from discontinued operations	(503		)	—			4			—			(499		)
Taxes on loss from discontinued operations	164			—			40			—			204
Loss from discontinued operations	(667		)	—			(36		)	—			(703		)
Net income	38,352			73,968			59,105			(132,855		)	38,570
Less: Income from continuing operations attributable to noncontrolling interest	—			—			218			—			218
Net income attributable to common shareholders	38,352			73,968			58,887			(132,855		)	38,352
Other comprehensive loss attributable to common shareholders	(81,201		)	(106,761		)	(99,728		)	206,489			(81,201		)
Comprehensive loss attributable to common shareholders	$	(42,849	)	$	(32,793	)	$	(40,841	)	$	73,634		$	(42,849	)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	March 27, 2016
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	23,992	$	1,005	$	367,561	$	—		$	392,558
Accounts receivable, net	2,688		3,969		264,101		3,902			274,660
Accounts receivable from consolidated subsidiaries	4,691		2,408,849		315,430		(2,728,970		)	—
Inventories, net	—		207,361		162,803		(31,258		)	338,906
Prepaid expenses and other current assets	12,505		7,136		17,427		3,665			40,733
Prepaid taxes	11,045		—		20,053		—			31,098
Assets held for sale	2,901		—		4,153		—			7,054
Total current assets	57,822		2,628,320		1,151,528		(2,752,661		)	1,085,009
Property, plant and equipment, net	2,817		170,273		145,093		—			318,183
Goodwill	—		705,754		597,702		—			1,303,456
Intangibles assets, net	—		752,114		436,739		—			1,188,853
Investments in affiliates	5,823,852		1,436,790		23,143		(7,283,589		)	196
Deferred tax assets	85,243		—		6,731		(89,616		)	2,358
Notes receivable and other amounts due from consolidated subsidiaries	1,339,835		1,688,217		—		(3,028,052		)	—
Other assets	22,697		6,647		16,067		—			45,411
Total assets	$	7,332,266	$	7,388,115	$	2,377,003	$	(13,153,918	)	$	3,943,466
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	377,898	$	—	$	43,300	$	—		$	421,198
Accounts payable	3,403		32,514		37,396		—			73,313
Accounts payable to consolidated subsidiaries	2,461,194		227,846		39,930		(2,728,970		)	—
Accrued expenses	15,623		20,429		32,745		—			68,797
Current portion of contingent consideration	—		7,397		—		—			7,397
Payroll and benefit-related liabilities	16,749		16,724		38,558		—			72,031
Accrued interest	6,615		—		20		—			6,635
Income taxes payable	—		—		13,452		(752		)	12,700
Other current liabilities	1,968		2,623		8,013		—			12,604
Total current liabilities	2,883,450		307,533		213,414		(2,729,722		)	674,675
Long-term borrowings	641,973		—		—		—			641,973
Deferred tax liabilities	—		376,062		35,597		(89,616		)	322,043
Pension and other postretirement benefit liabilities	98,086		32,000		16,718		—			146,804
Noncurrent liability for uncertain tax positions	1,321		17,775		7,072		—			26,168
Notes payable and other amounts due to consolidated subsidiaries	1,612,032		1,229,786		186,234		(3,028,052		)	—
Other liabilities	23,308		21,764		12,656		—			57,728
Total liabilities	5,260,170		1,984,920		471,691		(5,847,390		)	1,869,391
Convertible notes - redeemable equity component	12,877		—		—		—			12,877
Mezzanine equity	12,877		—		—		—			12,877
Total common shareholders' equity	2,059,219		5,403,195		1,903,333		(7,306,528		)	2,059,219
Noncontrolling interest	—		—		1,979		—			1,979
Total equity	2,059,219		5,403,195		1,905,312		(7,306,528		)	2,061,198
Total liabilities and equity	$	7,332,266	$	7,388,115	$	2,377,003	$	(13,153,918	)	$	3,943,466



	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	10,511		4,702		16,037		3,665			34,915
Prepaid taxes	16,686		—		14,622		(413		)	30,895
Assets held for sale	2,901		—		4,071		—			6,972
Total current assets	59,524		2,626,270		1,042,052		(2,724,007		)	1,003,839
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	22,602		6,615		24,275		—			53,492
Total assets	$	7,259,161	$	7,293,533	$	2,263,942	$	(12,944,862	)	$	3,871,774
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	374,050	$	—	$	43,300	$	—		$	417,350
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	2,899,875		290,483		180,899		(2,707,137		)	664,120
Long-term borrowings	641,850		—		—		—			641,850
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	5,249,889		1,986,091		445,509		(5,820,808		)	1,860,681
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	$	7,259,161	$	7,293,533	$	2,263,942	$	(12,944,862	)	$	3,871,774

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Three Months Ended March 27, 2016
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(18,852	)	$	25,624		$	60,060		$	66,832
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(5		)	(3,470		)	(4,347		)	(7,822		)
Proceeds from sale of assets	—			—			1,251			1,251
Net cash used in investing activities from continuing operations	(5		)	(3,470		)	(3,096		)	(6,571		)
Cash flows from financing activities of continuing operations:
Reduction in borrowings	(9		)	—			—			(9		)
Net proceeds from share based compensation plans and the related tax impacts	3,180			—			—			3,180
Payments for contingent consideration	—			(61		)	—			(61		)
Dividends paid	(14,179		)	—			—			(14,179		)
Intercompany transactions	32,371			(21,088		)	(11,283		)	—
Net cash provided by (used in) financing activities from continuing operations	21,363			(21,149		)	(11,283		)	(11,069		)
Cash flows from discontinued operations:
Net cash used in operating activities	(126		)	—			—			(126		)
Net cash used in discontinued operations	(126		)	—			—			(126		)
Effect of exchange rate changes on cash and cash equivalents	—			—			5,126			5,126
Net increase in cash and cash equivalents	2,380			1,005			50,807			54,192
Cash and cash equivalents at the beginning of the period	21,612			—			316,754			338,366
Cash and cash equivalents at the end of the period	$	23,992		$	1,005		$	367,561		$	392,558



	Three Months Ended March 29, 2015
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(55,161	)	$	21,527		$	75,992		$	42,358
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(37		)	(7,738		)	(6,670		)	(14,445		)
Payments for businesses and intangibles acquired, net of cash acquired	—			—			(7,375		)	(7,375		)
Net cash used in investing activities from continuing operations	(37		)	(7,738		)	(14,045		)	(21,820		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	30,000			—			—			30,000
Reduction in borrowings	(52		)	—			—			(52		)
Net proceeds from share based compensation plans and the related tax impacts	(289		)	—			—			(289		)
Payments for contingent consideration				(3,989		)				(3,989		)
Dividends paid	(14,118		)	—			—			(14,118		)
Intercompany transactions	40,065			(9,800		)	(30,265		)	—
Net cash provided by (used in) financing activities from continuing operations	55,606			(13,789		)	(30,265		)	11,552
Cash flows from discontinued operations:
Net cash used in operating activities	(302		)	—			(824		)	(1,126		)
Net cash used in discontinued operations	(302		)	—			(824		)	(1,126		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(25,441		)	(25,441		)
Net increase in cash and cash equivalents	106			—			5,417			5,523
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	$	28,102		$	—		$	280,657		$	308,759