8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) July 28, 2016

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-5353	23-1147939
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

550 East Swedesford Road, Suite 400, Wayne, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code	(610) 225-6800

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 28, 2016, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended June 26, 2016. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report.

In addition to the financial information included in the Press Release that has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), the Press Release includes certain non-GAAP financial measures. These measures include adjusted diluted earnings per share and constant currency revenue growth. Adjusted diluted earnings per shares excludes, depending on the period presented, (i) restructuring and other impairment charges; (ii) certain losses and other charges, including charges related to facility consolidations and acquisitions and integration costs, net of the gain on sale of an asset and reversal of charges related to contingent consideration and a litigation verdict against the Company with respect to a non-operating joint venture; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; (v) loss on extinguishment of debt; and (vi) tax benefits resulting primarily from the resolution of audits of prior year returns and tax law changes affecting the Company's deferred tax liability. In addition, the calculation of diluted shares within adjusted earnings per share gives effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company’s senior subordinated convertible notes (under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares). Constant currency revenue and growth exclude the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The Press Release includes a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Management believes that these non-GAAP financial measures provide useful information to investors to facilitate the comparison of past and present operations, excluding items that the Company does not believe are indicative of our ongoing operations. In addition, management believes that the calculation of non-GAAP diluted shares is useful to investors because it provides insight into the offsetting economic effect of the convertible note hedge against conversions of the convertible notes. Management uses these financial measures for internal managerial purposes, when publicly providing guidance on possible future results and to assist in our evaluation of period-to-period comparisons. However, such non-GAAP measures should be considered in addition to, not as a substitute for, or superior to other financial measures prepared in accordance with GAAP. Additionally, such non-GAAP financial measures as presented by the Company may not be comparable to similarly titled measures reported by other companies.

The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Item 7.01. Regulation FD Disclosure.

In connection with the conference call to be held by the Company on July 28, 2016 to discuss its financial results for the quarter ended June 26, 2016, the Company plans to reference a slide presentation, which will be made available in advance of the call through the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report.

The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.3, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the

Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1    Earnings Press Release, dated July 28, 2016

99.2    Earnings Conference Call Slide Presentation

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 28, 2016 TELEFLEX INCORPORATED By: /s/ Thomas E. Powell Name: Thomas E. Powell Title: Executive Vice President and             Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Press Release, dated July 28, 2016
99.2	Earnings Conference Call Slide Presentation

EX-99.1

Exhibit 99.1

Jake Elguicze                         

Treasurer and Vice President of Investor Relations    

610-948-2836

FOR IMMEDIATE RELEASE      July 28, 2016

TELEFLEX REPORTS SECOND QUARTER 2016 RESULTS

Second Quarter Revenues of $473.6 million, Up 4.8% Versus Prior Year Period; Up 5.0% on Constant Currency Basis

Second Quarter GAAP Diluted EPS of $1.25, Up 34.4% Over the Prior Year Period

Second Quarter Adjusted Diluted EPS of $1.89, up 33.1%

Reaffirmed 2016 Guidance Ranges for As-Reported Revenue Growth of 3.0% to 4.0% and Constant Currency Revenue Growth of 5.0% to 6.0%

Raised 2016 Guidance Range for GAAP Diluted EPS from $5.32 to $5.37 to $5.34 to $5.41

Raised 2016 Guidance Range for Adjusted Diluted EPS from $7.10 to $7.25 to $7.20 to $7.32

Wayne, PA -- Teleflex Incorporated (NYSE: TFX) (the “Company”) today announced financial results for the second quarter ended June 26, 2016.

Second quarter 2016 net revenues were $473.6 million, an increase of 4.8% compared to the prior year period. Excluding the impact of foreign currency exchange rate fluctuations, second quarter 2016 net revenues increased 5.0% over the year ago period.

Second quarter 2016 GAAP diluted earnings per share from continuing operations increased 34.4% to $1.25, as compared to $0.93 in the prior year period. Second quarter 2016 adjusted diluted earnings per share from continuing operations increased 33.1% to $1.89, compared to $1.42 in the prior year period.

“As we anticipated, Teleflex's second quarter GAAP and constant currency revenue growth reflected improving trends on both a year-over-year and sequential basis, led by our key North American strategic business units,” said Benson Smith, Chairman and Chief Executive Officer. “The revenue growth performance in the quarter positions the Company to achieve our previously provided full year 2016 GAAP and constant currency revenue growth guidance ranges. In addition, we were particularly pleased with our strong earnings per share performance for the quarter, which was primarily due to our continued expansion of gross and operating margins."

Added Smith, "Based on this performance and our outlook for the remainder of the year, we are increasing our full year GAAP earnings per share guidance range from $5.32 to $5.37 to $5.34 to $5.41 and our adjusted diluted earnings per share guidance range from $7.10 to $7.25 to $7.20 to $7.32."

SECOND QUARTER NET REVENUE BY SEGMENT

The following table provides information regarding net revenues in each of the Company's reportable operating segments and all of its other operating segments for the three months ended June 26, 2016 and June 28, 2015 on both a GAAP and constant currency basis. The discussion below the table of the principal factors behind changes in net revenues for the three months ended June 26, 2016 as compared to the prior year period applies to both GAAP revenue and constant currency revenue, although GAAP revenue also was affected by foreign currency exchange rate fluctuations, as indicated in the "Foreign Currency" column of the table.

	Three Months Ended				% Increase/ (Decrease)
	June 26, 2016		June 28, 2015		Constant Currency		Foreign Currency		Total Change
		(Dollars in millions)
Vascular North America	$	88.2	$	81.2	8.8	%	(0.2)	%	8.6	%
Surgical North America		43.1		40.5	6.8	%	(0.3)	%	6.5	%
Anesthesia North America		49.2		45.6	8.2	%	(0.3)	%	7.9	%
EMEA		131.7		129.1	1.3	%	0.7	%	2.0	%
Asia		63.2		62.1	3.6	%	(1.7)	%	1.9	%
OEM		40.3		37.9	5.9	%	0.4	%	6.3	%
All Other		57.9		55.7	5.4	%	(1.4)	%	4.0	%
Total	$	473.6	$	452.1	5.0	%	(0.2)	%	4.8	%

Vascular North America second quarter 2016 net revenues were $88.2 million, an increase of 8.6% compared to the prior year period. Excluding the impact of foreign currency fluctuations, second quarter 2016 net revenues increased 8.8% compared to the prior year period. The increase in revenue was largely due to higher sales volumes of existing products, price increases and an increase in new product sales.

Surgical North America second quarter 2016 net revenues were $43.1 million, an increase of 6.5% compared to the prior year period. Excluding the impact of foreign currency fluctuations, second quarter 2016 net revenues increased 6.8% compared to the prior year period. The increase in revenue was largely due to an increase in new product sales, higher sales volumes of existing products and price increases.

Anesthesia North America second quarter 2016 net revenues were $49.2 million, an increase of 7.9% compared to the prior year period. Excluding the impact of foreign currency fluctuations, second quarter 2016 net revenues increased 8.2% compared to the prior year period. The increase in revenue was largely due to higher sales volumes of existing products and an increase in new product sales.

EMEA second quarter 2016 net revenues were $131.7 million, an increase of 2.0% compared to the prior year period. Excluding the impact of foreign currency fluctuations, second quarter 2016 net revenues increased 1.3% compared to the prior year period. The increase in revenue was largely due to higher sales volumes of existing products and an increase in new product sales, somewhat offset by a decline in the average selling prices of products.

Asia second quarter 2016 net revenues were $63.2 million, an increase of 1.9% compared to the prior year period. Excluding the impact of foreign currency fluctuations, second quarter 2016 net revenues increased 3.6% compared to the prior year period. The increase in revenue was largely due to higher sales volumes of existing products.

OEM and Development Services (“OEM”) second quarter 2016 net revenues were $40.3 million, an increase of 6.3% compared to the prior year period. Excluding the impact of foreign currency fluctuations, second quarter 2016 net revenues increased 5.9% compared to the prior year period. The increase in revenue was largely due to an increase in new product sales and higher sales volumes of existing products.

OTHER FINANCIAL HIGHLIGHTS AND KEY PERFORMANCE METRICS

Depreciation expense, amortization of intangible assets and deferred financing charges for the first six months of 2016 aggregated $64.6 million compared to $60.6 million for the prior year period.

Cash and cash equivalents at June 26, 2016 were $476.5 million compared to $338.4 million at December 31, 2015.

Net accounts receivable at June 26, 2016 were $273.5 million compared to $262.4million at December 31, 2015.

Net inventories at June 26, 2016 were $338.5 million compared to $330.3million at December 31, 2015.

2016 OUTLOOK

The Company reaffirmed its estimates that revenues for full year 2016 are expected to increase 3.0% to 4.0% over prior year on a GAAP basis, and 5.0% to 6.0% on a constant currency basis.

The Company increased its full year 2016 GAAP diluted earnings per share from continuing operations guidance from a range of $5.32 to $5.37 to a range of $5.34 to $5.41. This new range represents an increase of 8.8% to 10.2% over 2015. In addition, the Company increased its full year 2016 adjusted diluted earnings per share from continuing operations guidance from a range of $7.10 to $7.25 to a range of $7.20 to $7.32. This new range represents an increase of 13.7% to 15.6% over 2015, which reflects our expectation that foreign currencies will have an approximately neutral impact on adjusted earnings per share.

FORECASTED 2016 CONSTANT CURRENCY REVENUE GROWTH RECONCILIATION

	Low		High
Forecasted 2016 GAAP revenue growth	3.0	%	4.0	%
Estimated impact of foreign currency fluctuations	2.0	%	2.0	%
Forecasted 2016 constant currency revenue growth	5.0	%	6.0	%

FORECASTED 2016 ADJUSTED EARNINGS PER SHARE RECONCILIATION

	Low		High
Diluted earnings per share attributable to common shareholders		$5.34		$5.41
Restructuring, impairment charges and special items, net of tax		$0.83		$0.86
Intangible amortization expense, net of tax		$0.95		$0.97
Amortization of debt discount on convertible notes, net of tax		$0.08		$0.08
Adjusted diluted earnings per share		$7.20		$7.32

CONFERENCE CALL WEBCAST AND ADDITIONAL INFORMATION

As previously announced, Teleflex will comment on its financial results on a conference call to be held today at 8:00 a.m. (ET). The call will be available live and archived on the company’s website at www.teleflex.comand the accompanying presentation will be posted prior to the call. An audio replay will be available until August 2, 2016 at 11:59pm (ET), by calling 855-859-2056 (U.S./Canada) or 404-537-3406 (International), Passcode: 47983139.

ADDITIONAL NOTES

References in this release to the impact of foreign currency on adjusted diluted earnings per share include both the impact of translating foreign currencies into U.S. dollars and the impact of foreign currency exchange rate fluctuations on foreign currency denominated transactions.

In the discussion of segment results, "new products" refers to products we have sold for 36 months or less, and "existing products" refers to products we have sold for more than 36 months.

Certain financial information is presented on a rounded basis, which may cause minor differences.

Segment results and commentary exclude the impact of discontinued operations.

NOTES ON NON-GAAP FINANCIAL MEASURES

This press release includes certain non-GAAP financial measures, which include:

Adjusted diluted earnings per share. This measure excludes, depending on the period presented (i) restructuring and other impairment charges; (ii) certain losses and other charges, including charges related to facility consolidations and acquisitions and integration costs, net of the gain on sale of an asset and reversal of charges related to contingent consideration and a litigation verdict against the Company with respect to a non-operating joint venture; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; (v) loss on extinguishment of debt; and (vi) tax benefits resulting primarily from the resolution of audits of prior year returns and tax law changes affecting the Company's deferred tax liability. In addition, the calculation of diluted shares within adjusted earnings per share gives effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential

economic dilution that otherwise would occur upon conversion of the Company’s senior subordinated convertible notes (under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares).

Constant currency revenue growth. This measure excludes the impact of translating the results of international subsidiaries at different currency exchange rates from period to period.

Management believes these measures are useful to investors because they eliminate items that do not reflect Teleflex’s day-to-day operations. In addition, management believes that the calculation of non-GAAP diluted shares is useful to investors because it provides insight into the offsetting economic effect of the convertible note hedge against conversions of the convertible notes. Management uses these financial measures for internal managerial purposes, when publicly providing guidance on possible future results, and to assist in our evaluation of period-to-period comparisons. These financial measures are presented in addition to results presented in accordance with generally accepted accounting principles (“GAAP”) and should not be relied upon as a substitute for GAAP financial measures. Tables reconciling historical adjusted diluted earnings per share to historical GAAP earnings per share are set forth below. Tables reconciling constant currency net revenues to GAAP net revenues and reconciling forecasted non-GAAP measures to the most directly comparable forecasted GAAP measures are set forth above.

RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME ITEMS

Dollars in millions, except per share amounts

Quarter Ended – June 26, 2016
	Cost of goods sold		Selling, general and administrative expenses			Research and development expenses		Restructuring and other impairment charges			(Gain) loss on sale of business and assets			Interest expense, net		Loss on extinguishment of debt, net		Income taxes		Net income (loss) attributable to common shareholders from continuing operations			Diluted earnings per share available to common shareholders			Shares used in calculation of GAAP and adjusted earnings per share
GAAP Basis		$217.2		$143.0			$15.5		($0.1	)		($0.4	)		$11.8		$19.3		$8.0		$59.1			$1.25		47,246
Adjustments
Restructuring and other impairment charges	—		—			—		(0.1		)	—			—		—		0.1		(0.2		)	—			—
Losses and other charges, net (A)	4.0		1.2			0.0		—			(0.4		)	—		—		1.9		2.9				$0.07		—
Amortization of debt discount on convertible notes	—		—			—		—			—			1.4		—		0.5		0.9				$0.02		—
Intangible amortization expense	—		15.9			0.1		—			—			—		—		4.3		11.8				$0.25		—
Loss on extinguishment of debt, net	—		—			—		—			—			—		19.3		7.0		12.2				$0.26		—
Tax adjustment (B)	—		—			—		—			—			—		—		0.5		(0.5		)		($0.01	)	—
Shares due to Teleflex under note hedge (C)	—		—			—		—			—			—		—		—		—				$0.07		(1,675	)
Adjusted basis		$213.2		$125.9			$15.3	—			—				$10.3	—			$22.4		$86.2			$1.89		45,571
Quarter Ended – June 28, 2015
	Cost of goods sold		Selling, general and administrative expenses			Research and development expenses		Restructuring and other impairment charges			(Gain) loss on sale of business and assets			Interest expense, net		Loss on extinguishment of debt, net		Income taxes		Net income (loss) attributable to common shareholders from continuing operations			Diluted earnings per share available to common shareholders			Shares used in calculation of GAAP and adjusted earnings per share
GAAP Basis		$218.8		$142.2			$13.4		$0.6		—				$16.1		$10.5		$5.3		$44.8			$0.93		48,081
Adjustments
Restructuring and other impairment charges	—		—			—		0.6			—			—		—		0.2		0.4				$0.01		—
Losses and other charges, net (A)	3.1		(3.4		)	—		—			—			—		—		0.6		(0.9		)		($0.03	)	—
Amortization of debt discount on convertible notes	—		—			—		—			—			3.3		—		1.2		2.1				$0.04		—
Intangible amortization expense	—		15.1			—		—			—			—		—		4.1		10.9				$0.23		—
Loss on extinguishment of debt, net	—		—			—		—			—			—		10.5		3.8		6.6				$0.14		—
Tax adjustment (B)	—		—			—		—			—			—		—		0.3		(0.3		)		($0.01	)	—
Shares due to Teleflex under note hedge (C)	—		—			—		—			—			—		—		—		—				$0.10		(3,366	)
Adjusted basis		$215.7		$130.6			$13.4	—			—				$12.8	—			$15.5		$63.5			$1.42		44,715

(A) In 2016, losses and other charges, net related primarily to facility consolidations. In 2015, adjustments to losses and other charges, net resulted in a small decrease in adjusted net income and diluted earnings per share because the GAAP financial statements included reversals of charges related to contingent consideration liabilities and a litigation verdict against the Company with respect to a non-operating joint venture; the sum of these reversals exceeded the sum of acquisition and integration costs, and charges related to facility consolidations.

(B) The tax adjustment represents a net benefit resulting primarily from (1) the resolution of audits of prior year returns and (2) tax law changes affecting our deferred tax liability.

(C) Adjusted diluted shares are calculated by giving effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company's convertible notes. Under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares.

RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME ITEMS

Dollars in millions, except per share amounts

Year-to-date Ended – June 26, 2016
	Cost of goods sold		Selling, general and administrative expenses			Research and development expenses		Restructuring and other impairment charges		(Gain) loss on sale of business and assets			Interest expense, net		Loss on extinguishment of debt, net		Income taxes		Net income (loss) attributable to common shareholders from continuing operations			Diluted earnings per share available to common shareholders			Shares used in calculation of GAAP and adjusted earnings per share
GAAP Basis		$416.9		$279.3			$27.8		$9.8		($1.4	)		$25.5		$19.3		$10.6		$110.1			$2.29		48,014
Adjustments
Restructuring and other impairment charges	—		—			—		9.8		—			—		—		2.4		7.4				$0.15		—
Losses and other charges, net (A)	6.6		1.8			0.0		—		(1.4		)	—		—		2.8		4.4				$0.08		—
Amortization of debt discount on convertible notes	—		—			—		—		—			4.9		—		1.8		3.1				$0.06		—
Intangible amortization expense	—		31.2			0.2		—		—			—		—		8.4		23.0				$0.48		—
Loss on extinguishment of debt, net	—		—			—		—		—			—		19.3		7.0		12.2				$0.25		—
Tax adjustment (B)	—		—			—		—		—			—		—		5.5		(5.5		)		($0.11	)	—
Shares due to Teleflex under note hedge (C)	—		—			—		—		—			—		—		—		—				$0.19		(2,648	)
Adjusted basis		$410.3		$246.3			$27.6	—		—				$20.6	—			$38.5		$154.7			$3.41		45,366
Year-to-date Ended – June 28, 2015
	Cost of goods sold		Selling, general and administrative expenses			Research and development expenses		Restructuring and other impairment charges		(Gain) loss on sale of business and assets			Interest expense, net		Loss on extinguishment of debt, net		Income taxes		Net income (loss) attributable to common shareholders from continuing operations			Diluted earnings per share available to common shareholders			Shares used in calculation of GAAP and adjusted earnings per share
GAAP Basis		$425.6		$281.9			$26.3		$5.0	—				$33.1		$10.5		$14.6		$83.8			$1.76		47,688
Adjustments
Restructuring and other impairment charges	—		—			—		5.0		—			—		—		1.8		3.2				$0.07		—
Losses and other charges, net (A)	5.2		(2.5		)	—		—		—			—		—		1.4		1.3				$0.02		—
Amortization of debt discount on convertible notes	—		—			—		—		—			6.5		—		2.4		4.1				$0.09		—
Intangible amortization expense	—		29.8			—		—		—			—		—		7.9		21.9				$0.46		—
Loss on extinguishment of debt, net	—		—			—		—		—			—		10.5		3.8		6.6				$0.14		—
Tax adjustment (B)	—		—			—		—		—			—		—		0.2		(0.2		)		$0.00		—
Shares due to Teleflex under note hedge (C)	—		—			—		—		—			—		—		—		—				$0.19		(3,211	)
Adjusted basis		$420.4		$254.6			$26.3	—		—				$26.6	—			$32.1		$120.8			$2.72		44,477

(A) In 2016, losses and other charges, net related primarily to facility consolidations. In 2015, losses and other charges, net related primarily to acquisition and integration costs, and charges related to facility consolidations, somewhat offset by reversals of charges related to contingent consideration liabilities and a litigation verdict against the Company with respect to a non-operating joint venture.

(B) The tax adjustment represents a net benefit resulting primarily from (1) the resolution of audits of prior year returns and (2) tax law changes affecting our deferred tax liability.

(C) Adjusted diluted shares are calculated by giving effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company's convertible notes. Under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares.

ABOUT TELEFLEX INCORPORATED

Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. We apply purpose driven innovation - a relentless pursuit of identifying unmet clinical needs - to benefit patients and healthcare providers. Our portfolio is diverse, with solutions in the fields of vascular and interventional access, surgical, anesthesia, cardiac care, urology, emergency medicine and respiratory care. Teleflex employees worldwide are united in the understanding that what we do every day makes a difference. For more information, please visit teleflex.com.

Teleflex is the home of Arrow^®, Deknatel^®, Hudson RCI^®, LMA^®, Pilling^®, Rusch^® and Weck^® - trusted brands united by a common sense of purpose.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements, including, but not limited to, forecasted 2016 GAAP and constant currency revenue growth and GAAP and adjusted diluted earnings per share. Actual results could differ materially from those in the forward-looking statements due to, among other things, conditions in the end markets we serve, customer reaction to new products and programs, our ability to achieve sales growth, price increases or cost reductions; changes in the reimbursement practices of third party payors; our ability to realize efficiencies and to execute on our strategic initiatives; changes in material costs and surcharges; market acceptance and unanticipated difficulties in connection with the introduction of new products and product line extensions; product recalls; unanticipated difficulties in connection with the consolidation of manufacturing and administrative functions, including as a result of difficulties with various employees, labor representatives or regulators; the loss of skilled employees in connection with such initiatives; unanticipated difficulties, expenditures and delays in complying with government regulations applicable to our businesses; the impact of government healthcare reform legislation; our ability to meet our debt obligations; changes in general and international economic conditions, including fluctuations in foreign currency exchange rates and the impact of the United Kingdom's vote to leave the European Union; and other factors described or incorporated in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2015.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	June 26, 2016			June 28, 2015			June 26, 2016			June 28, 2015
	(Dollars and shares in thousands, except per share)
Net revenues	$	473,553		$	452,045		$	898,446		$	881,475
Cost of goods sold	217,154			218,808			416,900			425,601
Gross profit	256,399			233,237			481,546			455,874
Selling, general and administrative expenses	142,983			142,228			279,331			281,925
Research and development expenses	15,472			13,443			27,825			26,327
Restructuring charges	(119		)	580			9,849			5,028
Gain on sale of assets	(378		)	—			(1,397		)	—
Income from continuing operations before interest and taxes	98,441			76,986			165,938			142,594
Interest expense	11,907			16,207			25,691			33,379
Interest income	(129		)	(154		)	(209		)	(323		)
Loss on extinguishment of debt	19,261			10,454			19,261			10,454
Income from continuing operations before taxes	67,402			50,479			121,195			99,084
Taxes on income from continuing operations	8,007			5,280			10,620			14,612
Income from continuing operations	59,395			45,199			110,575			84,472
Operating income (loss) from discontinued operations	6			(145		)	(376		)	(644		)
(Benefit) taxes on loss from discontinued operations	(187		)	45			(257		)	249
Income (loss) from discontinued operations	193			(190		)	(119		)	(893		)
Net income	59,588			45,009			110,456			83,579
Less: Income from continuing operations attributable to noncontrolling interest	285			446			464			664
Net income attributable to common shareholders	$	59,303		$	44,563		$	109,992		$	82,915
Earnings per share available to common shareholders:
Basic:
Income from continuing operations	$	1.36		$	1.08		$	2.58		$	2.02
Income (loss) from discontinued operations	—			(0.01		)	—			(0.02		)
Net income	$	1.36		$	1.07		$	2.58		$	2.00
Diluted:
Income from continuing operations	$	1.25		$	0.93		$	2.29		$	1.76
Income (loss) from discontinued operations	0.01			—			—			(0.02		)
Net income	$	1.26		$	0.93		$	2.29		$	1.74
Dividends per share	$	0.34		$	0.34		$	0.68		$	0.68
Weighted average common shares outstanding
Basic	43,549			41,560			42,598			41,514
Diluted	47,246			48,081			48,014			47,688
Amounts attributable to common shareholders:
Income from continuing operations, net of tax	$	59,110		$	44,753		$	110,111		$	83,808
Income (loss) from discontinued operations, net of tax	193			(190		)	(119		)	(893		)
Net income	$	59,303		$	44,563		$	109,992		$	82,915

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 26, 2016		December 31, 2015
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	476,490	$	338,366
Accounts receivable, net	273,530		262,416
Inventories, net	338,465		330,275
Prepaid expenses and other current assets	35,841		34,915
Prepaid taxes	30,369		30,895
Assets held for sale	7,026		6,972
Total current assets	1,161,721		1,003,839
Property, plant and equipment, net	314,665		316,123
Goodwill	1,301,348		1,295,852
Intangible assets, net	1,175,098		1,199,975
Investments in affiliates	244		152
Deferred tax assets	1,985		2,341
Other assets	45,146		53,492
Total assets	$	4,000,207	$	3,871,774
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	173,952	$	417,350
Accounts payable	72,787		66,305
Accrued expenses	63,396		64,017
Current portion of contingent consideration	7,453		7,291
Payroll and benefit-related liabilities	71,059		84,658
Accrued interest	5,688		7,480
Income taxes payable	12,957		8,059
Other current liabilities	16,512		8,960
Total current liabilities	423,804		664,120
Long-term borrowings	907,930		641,850
Deferred tax liabilities	317,327		315,983
Pension and postretirement benefit liabilities	143,992		149,441
Noncurrent liability for uncertain tax positions	26,415		40,400
Other liabilities	59,171		48,887
Total liabilities	1,878,639		1,860,681
Commitments and contingencies
Total common shareholders' equity	2,119,350		2,009,272
Noncontrolling interest	2,218		1,821
Total equity	2,121,568		2,011,093
Total liabilities and equity	$	4,000,207	$	3,871,774

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 26, 2016			June 28, 2015
	(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income	$	110,456		$	83,579
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations	119			893
Depreciation expense	26,609			22,385
Amortization expense of intangible assets	31,397			29,826
Amortization expense of deferred financing costs and debt discount	6,554			8,421
Loss on extinguishment of debt	19,261			10,454
Gain on sale of assets	(1,397		)	—
Changes in contingent consideration	1,242			(2,293		)
Stock-based compensation	7,949			7,126
Deferred income taxes, net	(1,292		)	625
Other	(1,970		)	(6,301		)
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	(10,237		)	(17,984		)
Inventories	(3,284		)	(16,895		)
Prepaid expenses and other current assets	238			921
Accounts payable and accrued expenses	(3,500		)	(2,966		)
Income taxes receivable and payable, net	(657		)	(8,203		)
Net cash provided by operating activities from continuing operations	181,488			109,588
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(19,535		)	(31,321		)
Proceeds from sale of assets	3,985			—
Payments for businesses and intangibles acquired, net of cash acquired	(3,117		)	(37,559		)
Investment in affiliates	—			—
Net cash used in investing activities from continuing operations	(18,667		)	(68,880		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	665,000			288,100
Reduction in borrowings	(656,479		)	(250,981		)
Debt extinguishment, issuance and amendment fees	(8,182		)	(8,746		)
Net proceeds from share based compensation plans and the related tax impacts	6,593			4,843
Payments to noncontrolling interest shareholders	—			(832		)
Payments for contingent consideration	(133		)	(3,989		)
Dividends paid	(28,998		)	(28,234		)
Net cash (used in) provided by financing activities from continuing operations	(22,199		)	161
Cash flows from discontinued operations:
Net cash used in operating activities	(1,183		)	(1,363		)
Net cash used in discontinued operations	(1,183		)	(1,363		)
Effect of exchange rate changes on cash and cash equivalents	(1,315		)	(17,732		)
Net increase in cash and cash equivalents	138,124			21,774
Cash and cash equivalents at the beginning of the period	338,366			303,236
Cash and cash equivalents at the end of the period	$	476,490		$	325,010
Non cash financing activities of continuing operations:
Settlement and exchange of convertible notes with common or treasury stock	$	35,197		$	38
Acquisition of treasury stock associated with settlement and exchange of convertible note hedge and warrant agreements	$	85,895		$	71

EX-99.2

1 Teleflex Incorporated Second Quarter 2016 Earnings Conference Call

2 Conference Call Logistics The release, accompanying slides, and replay webcast are available online at www.teleflex.com (click on “Investors”) Telephone replay available by dialing 855-859-2056 or for international calls, 404- 537-3406, pass code number 47983139

3 Introductions Benson Smith Chairman and CEO Liam Kelly President and COO Thomas Powell Executive Vice President and CFO Jake Elguicze Treasurer and Vice President of Investor Relations

4 Forward Looking Statements This presentation and our discussion contain forward-looking information and statements including, but not limited to, forecasted 2016 GAAP and constant currency revenue growth; forecasted 2016 GAAP and adjusted gross and operating margins; forecasted 2016 GAAP and adjusted earnings per share results; and other matters which inherently involve risks and uncertainties which could cause actual results to differ from those projected or implied in the forward–looking statements. These risks and uncertainties are addressed in the Company’s SEC filings, including its most recent Form 10-K. Non-GAAP Financial Measures This presentation refers to certain non-GAAP financial measures, including, but not limited to, constant currency revenue growth, adjusted diluted earnings per share, adjusted gross and operating margins and adjusted tax rate. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Additional notes and tables reconciling these non-GAAP financial measures to the most comparable GAAP financial measures are contained within the appendices to this presentation. Additional Notes Unless otherwise noted, the following slides reflect continuing operations. As used in this presentation, "new products" are products we have sold for 36 months or less, and “existing products” are products we have sold for more than 36 months. Discussion of the effects of acquired businesses (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions within the first 12 months after the acquisition date. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects, for the first 12 months following the acquisition or termination of a distributor, the impact on the pricing of our products resulting from the elimination of the distributor from the sales channel. To the extent an acquired distributor had pre-acquisition sales of products other than ours, the impact of the post- acquisition sales of those products on our results of operations is included within our discussion of the impact of acquired businesses.

5 Executive Summary Second quarter 2016 revenue of $473.6 million • Up 4.8% vs. prior year period on an as-reported basis • Up 5.0% vs. prior year period on a constant currency basis Second quarter 2016 Earnings Per Share • GAAP EPS of $1.25, up 34.4% vs. prior year period • Adjusted EPS of $1.89, up 33.1% vs. prior year period 2016 Full Year Guidance • Reaffirmed 2016 guidance for as-reported and constant currency revenue growth • Raised 2016 earnings per share guidance: 2016 GAAP EPS range raised from $5.32 - $5.37 to $5.34 - $5.41 2016 Adjusted EPS range raised from $7.10 - $7.25 to $7.20 - $7.32 Note: See appendices for reconciliations of non-GAAP information

6 Second Quarter Highlights Second quarter 2016 constant currency revenue growth of 5.0% • Sales volume of existing products contributes ~3.5%, in part due to impact of one additional selling day in the quarter • Sales volume of new products contributes ~1.3% • Improved product pricing contributes ~0.2%, driven by distributor conversions • Previously completed M&A contributes ~0.1% Note: See appendices for reconciliations of non-GAAP information

7 Segment Revenue Review Q2’16 Q2’15 Constant Currency Revenue Commentary Vascular N.A.: $88.2 million, up 8.8% Anesthesia N.A.: $49.2 million, up 8.2% Surgical N.A.: $43.1 million, up 6.8% EMEA: $131.7 million, up 1.3% Asia: $63.2 million, up 3.6% OEM: $40.3 million, up 5.9% All Other: $57.9 million, up 5.4% Note: Increases and decreases in revenue referred to above are as compared to results for the second quarter of 2015. See appendices for reconciliations of non-GAAP information. 19% 9% 10% 28% 13% 9% 12% Vascular North America Surgical North America Anesthesia North America EMEA Asia OEM All Other 18% 9% 10% 29% 14% 8% 12% Vascular North America Surgical North America Anesthesia North America EMEA Asia OEM All Other

8 Group Purchasing Organization and IDN Review Track record of expansion of contractual agreements continues in Q2’16 Group Purchasing Organization Update • 1 new agreement • 3 renewed agreements IDN Update • 18 new agreements • 6 renewed agreements • 1 existing agreement not renewed

9 Restructuring Update 2016 Manufacturing Footprint Realignment Plan • Actions are expected to be substantially completed by the end of 2018 • Continue to expect to achieve annualized pre-tax savings of between $12 million to $16 million once the Plan is fully implemented 2015 Restructuring Programs • Actions are expected to be substantially completed by the end of 2017 • Continue to expect to achieve annualized pre-tax savings of between $15 million to $18 million once the Plan is fully implemented 2014 Manufacturing Footprint Realignment Plan • Actions are expected to be substantially completed by the end of 2017 • Continue to expect to achieve annualized pre-tax savings of between $28 million to $35 million once the Plan is fully implemented Previously announced restructuring plans remain on-track

10 Second Quarter Financial Review Revenue of $473.6 million • Up 4.8% vs. prior year period on an as-reported basis • Up 5.0% vs. prior year period on a constant currency basis Gross Margin • GAAP gross margin of 54.1%, up 250bps vs. prior year period • Adjusted gross margin of 55.0%, up 270bps vs. prior year period Operating Margin • GAAP operating margin of 20.8%, up 380bps vs. prior year period • Adjusted operating margin of 25.2%, up 480bps vs. prior year period Tax Rate • GAAP tax rate of 11.9%, up 140bps vs. prior year period • Adjusted tax rate of 20.6%, up 110bps vs. prior year period Earnings Per Share • GAAP EPS of $1.25, up 34.4% vs. prior year period • Adjusted EPS of $1.89, up 33.1% vs. prior year period, reflects favorable impact from foreign exchange of ~5.6% Note: See appendices for reconciliations of non-GAAP information

11 2016 Financial Outlook Assumptions Reaffirming previously provided full year 2016 Revenue Guidance • As-reported revenue growth range of 3.0% - 4.0% • Constant currency revenue growth range of 5.0% - 6.0% 2016 Gross Margin Guidance • Raised GAAP gross margin range from 53.15% - 54.05% to 53.25% - 54.15% • Reaffirmed adjusted gross margin range of 54.0% - 55.0% 2016 Operating Margin Guidance • Raised GAAP operating margin range from 19.3% - 19.6% to 19.7% - 20.0% • Raised adjusted operating margin range from 23.5% - 24.0% to 24.0% - 24.5% 2016 Earnings Per Share Guidance • Raised GAAP earnings per share range from $5.32 - $5.37 to $5.34 - $5.41 • Raised adjusted earnings per share range from $7.10 - $7.25 to $7.20 - $7.32 Note: See appendices for reconciliations of non-GAAP information

12 Any Questions?

13 Thank You

14 Appendices

15 Non-GAAP Financial Measures The following appendices include, among other things, tables reconciling the following non-GAAP financial measures to the most comparable GAAP financial measure: • Constant currency revenue growth. This measure excludes the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. • Adjusted diluted earnings per share. This measure excludes, depending on the period presented (i) restructuring and other impairment charges; (ii) certain losses and other charges, including charges related to facility consolidations and acquisitions and integration costs, net of the gain on sale of an asset and reversal of charges related to contingent consideration and a litigation verdict against the Company with respect to a non-operating joint venture; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; (v) loss on extinguishment of debt; and (vi) tax benefits resulting primarily from the resolution of audits of prior year returns and tax law changes affecting the Company's deferred tax liability. In addition, the calculation of diluted shares within adjusted earnings per share gives effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company’s senior subordinated convertible notes (under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares). • Adjusted gross margin. This measure excludes, depending on the period presented, certain losses, other charges and charge reversals, primarily related to facility consolidations. • Adjusted operating margin. This measure excludes, depending on the period presented, (i) the impact of restructuring and other impairment charges; (ii) losses and other charges, including charges related to facility consolidations and acquisition and integration costs, net of the gain on sale of an asset and reversal of charges related to contingent consideration and a litigation verdict against the Company with respect to a non-operating joint venture; and (iii) intangible amortization expense. • Adjusted tax rate. This measure is the percentage of the Company’s adjusted taxes on income from continuing operations to its adjusted income from continuing operations before taxes. Adjusted taxes on income from continuing operations excludes, depending on the period presented, the impact of tax benefits or costs associated with (i) restructuring and impairment charges; (ii) amortization of the debt discount on the Company’s convertible notes; (iii) intangible amortization expense; (iv) tax adjustments relating to amendments to prior year returns, the resolution of, or expiration of statutes of limitations with respect to, various prior year returns and tax law changes; and (vii) losses and other charges, including charges related to facility consolidations and acquisition and integration costs, net of the gain on sale of an asset and reversal of charges related to contingent consideration and a litigation verdict against the Company with respect to a non-operating joint venture; and (iii) intangible amortization expense.

16 APPENDIX A – RECONCILIATION OF CONSTANT CURRENCY REVENUE GROWTH DOLLARS IN MILLIONS June 26, 2016 June 28, 2015 Constant Currency Currency Total Vascular North America 88.2$ 81.2$ 8.8% (0.2%) 8.6% Anesthesia North America 49.2 45.6 8.2% (0.3%) 7.9% Surgical North America 43.1 40.5 6.8% (0.3%) 6.5% EMEA 131.7 129.1 1.3% 0.7% 2.0% Asia 63.2 62.1 3.6% (1.7%) 1.9% OEM 40.3 37.9 5.9% 0.4% 6.3% All Other 57.9 55.7 5.4% (1.4%) 4.0% Net Revenues 473.6$ 452.1$ 5.0% (0.2%) 4.8% Three Months Ended % Increase / (Decrease)

17 APPENDIX B – RECONCILIATION OF REVENUE GROWTH DOLLARS IN MILLIONS % Basis Points Three Months Ended June 28, 2015 Revenue As-Reported $452.0 Foreign Currency (1.1) -0.2% (25) Sales Volume Existing Products 15.6 3.5% 345 New Product Sales 6.0 1.3% 132 Pricing 0.7 0.2% 16 Acquisitions 0.3 0.1% 7 Three Months Ended June 26, 2016 Revenue As-Reported $473.6 4.8% Year-over-year growth

18 APPENDIX C – RECONCILIATION OF ADJUSTED GROSS PROFIT AND MARGIN DOLLARS IN THOUSANDS June 26, 2016 June 28, 2015 Teleflex gross profit as-reported 256,399$ 233,237$ Teleflex gross margin as-reported 54.1% 51.6% Losses and other charges, net (A) 3,975 3,103 Adjusted Teleflex gross profit 260,374$ 236,340$ Adjusted Teleflex gross margin 55.0% 52.3% Teleflex revenue as-reported 473,553$ 452,045$ Three Months Ended (A) In 2016 and 2015 losses and other charges, net related primarily to facility consolidations.

19 APPENDIX D – RECONCILIATION OF ADJUSTED OPERATING PROFIT AND MARGIN DOLLARS IN THOUSANDS (A) In 2016 losses and other charges, net related primarily to facility consolidations. In 2015, losses and other charges, net related primarily to reversals of charges related to contingent consideration liabilities and a litigation verdict against the Company with respect to a non-operating joint venture; the sum of these reversals exceeded the sum of acquisition and integration costs, and charges related to facility consolidations. June 26, 2016 June 28, 2015 Teleflex income from continuing operations before interest and taxes 98,441$ 76,986$ Teleflex income from continuing operations before interest and taxes margin 20.8% 17.0% Restructuring and other impairment charges (119) 580 Losses and other charges, net (A) 4,834 (331) Intangible amortization expense 16,040 15,086 Adjusted Teleflex income from continuing operations before interest, taxes and intangible amortization expense 119,196$ 92,321$ Adjusted Teleflex income from continuing operations before interest, taxes and intangible amortization expense margin 25.2% 20.4% Teleflex revenue as-reported 473,553$ 452,045$ Three Months Ended

20 APPENDIX E – RECONCILIATION OF ADJUSTED EPS FROM CONTINUING OPERATIONS QUARTER ENDED – JUNE 26, 2016 DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA Cost of goods sold Selling, general and administrative expenses Research and development expenses Restructuring and other impairment charges (Gain) loss on sale of business and assets Interest expense, net Loss on extinguishment of debt, net Income taxes Net income (loss) attributable to common shareholders from continuing operations Diluted earnings per share available to common shareholders Shares used in calculation of GAAP and adjusted earnings per share GAAP Basis $217.2 $143.0 $15.5 ($0.1) ($0.4) $11.8 $19.3 $8.0 $59.1 $1.25 47,246 Adjustments: Restructuring and other impairment charges — — — (0.1) — — — 0.1 (0.2) — — Losses and other charges, net (A) 4.0 1.2 0.0 — (0.4) — — 1.9 2.9 $0.07 — Amortization of debt discount on convertible notes — — — — — 1.4 — 0.5 0.9 $0.02 — Intangible amortization expense — 15.9 0.1 — — — — 4.3 11.8 $0.25 — Loss on extinguishment of debt, net — — — — — — 19.3 7.0 12.2 $0.26 — Tax adjustment (B) — — — — — — — 0.5 (0.5) ($0.01) — Shares due to Teleflex under note hedge (C) — — — — — — — — — $0.07 (1,675) Adjusted basis $213.2 $125.9 $15.3 — — $10.3 — $22.4 $86.2 $1.89 45,571 (A) In 2016, losses and other charges, net related primarily to facility consolidations. (B) The tax adjustment represents a net benefit resulting primarily from (1) the resolution of audits of prior year returns and (2) tax law changes affecting our deferred tax liability. (C) Adjusted diluted shares are calculated by giving effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company's convertible notes. Under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares.

21 APPENDIX F – RECONCILIATION OF ADJUSTED EPS FROM CONTINUING OPERATIONS QUARTER ENDED – JUNE 28, 2015 DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA Cost of goods sold Selling, general and administrative expenses Research and development expenses Restructuring and other impairment charges Interest expense, net Loss on extinguishment of debt, net Income taxes Net income (loss) attributable to common shareholders from continuing operations Diluted earnings per share available to common shareholders Shares used in calculation of GAAP and adjusted earnings per share GAAP Basis $218.8 $142.2 $13.4 $0.6 $16.1 $10.5 $5.3 $44.8 $0.93 48,081 Adjustments Restructuring and other impairment charges — — — 0.6 — — 0.2 0.4 $0.01 — Losses and other charges (A) 3.1 (3.4) — — — — 0.6 (0.9) ($0.03) — Amortization of debt discount on convertible notes — — — — 3.3 — 1.2 2.1 $0.04 — Intangible amortization expense — 15.1 — — — — 4.1 10.9 $0.23 — Loss on extinguishment of debt, net — — — — — 10.5 3.8 6.6 $0.14 — Tax adjustment (B) — — — — — — 0.3 (0.3) ($0.01) — Shares due to Teleflex under note hedge (C) — — — — — — — — $0.10 (3,366) Adjusted basis $215.7 $130.6 $13.4 — $12.8 — $15.5 $63.5 $1.42 44,715 (A) In 2015, adjustments to losses and other charges, net resulted in a small decrease in adjusted net income and diluted earnings per share because the GAAP financial statements included reversals of charges related to contingent consideration liabilities and a litigation verdict against the Company with respect to a non-operating joint venture; the sum of these reversals exceeded the sum of acquisition and integration costs, and charges related to facility consolidations. (B) The tax adjustment represents a net benefit resulting primarily from (1) the resolution of audits of prior year returns and (2) tax law changes affecting our deferred tax liability. (C) Adjusted diluted shares are calculated by giving effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company's convertible notes. Under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares.

22 APPENDIX G – RECONCILIATION OF ADJUSTED TAX RATE DOLLARS IN THOUSANDS Three Months Ended June 26, 2016 Income from continuing operations before taxes Taxes on income from continuing operations Tax rate GAAP basis $67,402 $8,007 11.9% Restructuring and impairment charges (119) 102 Losses and other charges, net (A) 4,834 1,899 Amortization of debt discount on convertible notes 1,440 525 Intangible amortization expense 16,040 4,287 Loss on extinguishment of debt 19,261 7,025 Tax adjustment (B) 0 538 Adjusted basis $108,858 $22,383 20.6% Three Months Ended June 28, 2015 GAAP basis $50,479 $5,280 10.5% Restructuring and impairment charges 580 209 Losses and other charges, net (A) (331) 586 Amortization of debt discount on convertible notes 3,252 1,186 Intangible amortization expense 15,086 4,141 Loss on extinguishment of debt 10,454 3,811 Tax adjustment (B) 0 323 Adjusted basis $79,520 $15,536 19.5% (A) In 2016, losses and other charges, net related primarily to facility consolidations. In 2015, losses and other charges, net related primarily to reversals of charges related to contingent consideration liabilities and a litigation verdict against the Company w ith respect to a non-operating joint venture; the sum of these reversals exceeded the sum of acquisition and integration costs, and charges related to facility consolidations. (B) The tax adjustment represents a net benefit resulting primarily from (1) the resolution of audits of prior year returns and (2) tax law changes affecting our deferred tax liability.

23 APPENDIX H – RECONCILIATION OF 2016 CONSTANT CURRENCY REVENUE GROWTH GUIDANCE Low High Forecasted GAAP Revenue Growth 3.0% 4.0% Estimated Impact of Foreign Currency Fluctuations 2.0% 2.0% Forecasted Constant Currency Revenue Growth 5.0% 6.0%

24 APPENDIX I – RECONCILIATION OF 2016 ADJUSTED GROSS MARGIN GUIDANCE Note: In 2016, estimated losses and other charges, net relate primarily to facility consolidation expenses. Low High Forecasted GAAP Gross Margin 53.25% 54.15% Estimated losses and other charges, net 0.75% 0.85% Forecasted Adjusted Gross Margin 54.00% 55.00%

25 APPENDIX J – RECONCILIATION OF 2016 ADJUSTED OPERATING MARGIN GUIDANCE Note: In 2016, estimated losses and other charges, net relate primarily to facility consolidation expenses. Low High Forecasted GAAP Operating Margin 19.7% 20.0% Estimated losses and other charges, net 1.0% 1.1% Estimated intangible amortization expense 3.3% 3.4% Forecasted Adjusted Operating Margin 24.0% 24.5%

26 APPENDIX K – RECONCILIATION OF 2016 ADJUSTED EARNINGS PER SHARE GUIDANCE Low High Forecasted diluted earnings per share attributable to common shareholders $5.34 $5.41 Restructuring, impairment charges and special items, net of tax $0.83 $0.86 Intangible amortization expense, net of tax $0.95 $0.97 Amortization of debt discount on convertible notes, net of tax $0.08 $0.08 Forecasted adjusted diluted earnings per share $7.20 $7.32