Note 14 — Condensed consolidating guarantor financial information

The Company's 2024 Notes and 2026 Notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. The Company’s condensed consolidating statements of income and comprehensive income (loss) for the three and six months ended June 26, 2016 and June 28, 2015, condensed consolidating balance sheets as of June 26, 2016 and December 31, 2015 and condensed consolidating statements of cash flows for the six months ended June 26, 2016 and June 28, 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 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.

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)



	Three Months Ended June 26, 2016
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	280,430		$	290,784		$	(97,661	)	$	473,553
Cost of goods sold	—			170,700			146,997			(100,543		)	217,154
Gross profit	—			109,730			143,787			2,882			256,399
Selling, general and administrative expenses	10,285			86,385			46,297			16			142,983
Research and development expenses	140			8,644			6,688			—			15,472
Restructuring charges	—			557			(676		)	—			(119		)
Gain on sale of assets	—			(378		)	—			—			(378		)
(Loss) income from continuing operations before interest and taxes	(10,425		)	14,522			91,478			2,866			98,441
Interest, net	33,146			(22,437		)	1,069			—			11,778
Loss on extinguishment of debt	19,261			—			—			—			19,261
(Loss) income from continuing operations before taxes	(62,832		)	36,959			90,409			2,866			67,402
(Benefit) taxes on (loss) income from continuing operations	(23,077		)	14,504			15,909			671			8,007
Equity in net income of consolidated subsidiaries	99,295			63,605			175			(163,075		)	—
Income from continuing operations	59,540			86,060			74,675			(160,880		)	59,395
Operating (loss) income from discontinued operations	(373		)	—			379			—			6
Tax (benefit) on (loss) income from discontinued operations	(136		)	—			(51		)	—			(187		)
(Loss) income from discontinued operations	(237		)	—			430			—			193
Net income	59,303			86,060			75,105			(160,880		)	59,588
Less: Income from continuing operations attributable to noncontrolling interest	—			—			285			—			285
Net income attributable to common shareholders	59,303			86,060			74,820			(160,880		)	59,303
Other comprehensive loss attributable to common shareholders	(8,441		)	(9,685		)	(11,378		)	21,063			(8,441		)
Comprehensive income attributable to common shareholders	$	50,862		$	76,375		$	63,442		$	(139,817	)	$	50,862



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



	Six Months Ended June 26, 2016
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	539,341		$	552,132		$	(193,027	)	$	898,446
Cost of goods sold	—			326,241			279,960			(189,301		)	416,900
Gross profit	—			213,100			272,172			(3,726		)	481,546
Selling, general and administrative expenses	19,614			167,862			91,356			499			279,331
Research and development expenses	140			15,079			12,606			—			27,825
Restructuring charges	—			5,315			4,534			—			9,849
Gain on sale of assets	—			(378		)	(1,019		)	—			(1,397		)
(Loss) income from continuing operations before interest and taxes	(19,754		)	25,222			164,695			(4,225		)	165,938
Interest, net	66,190			(42,755		)	2,047			—			25,482
Loss on extinguishment of debt	19,261			—			—			—			19,261
(Loss) income from continuing operations before taxes	(105,205		)	67,977			162,648			(4,225		)	121,195
(Benefit) taxes on (loss) income from continuing operations	(38,925		)	26,181			23,773			(409		)	10,620
Equity in net income of consolidated subsidiaries	176,752			121,505			343			(298,600		)	—
Income from continuing operations	110,472			163,301			139,218			(302,416		)	110,575
Operating (loss) income from discontinued operations	(755		)	—			379			—			(376		)
(Benefit) taxes on (loss) income from discontinued operations	(275		)	—			18			—			(257		)
(Loss) income from discontinued operations	(480		)	—			361			—			(119		)
Net income	109,992			163,301			139,579			(302,416		)	110,456
Less: Income from continuing operations attributable to noncontrolling interest	—			—			464			—			464
Net income attributable to common shareholders	109,992			163,301			139,115			(302,416		)	109,992
Other comprehensive income attributable to common shareholders	14,753			8,888			11,034			(19,922		)	14,753
Comprehensive income attributable to common shareholders	$	124,745		$	172,189		$	150,149		$	(322,338	)	$	124,745




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

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	June 26, 2016
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	50,209	$	1,089	$	425,192	$	—		$	476,490
Accounts receivable, net	3,139		4,832		261,674		3,885			273,530
Accounts receivable from consolidated subsidiaries	4,914		2,363,862		308,587		(2,677,363		)	—
Inventories, net	—		203,774		163,045		(28,354		)	338,465
Prepaid expenses and other current assets	10,289		5,993		15,894		3,665			35,841
Prepaid taxes	8,579		—		21,790		—			30,369
Assets held for sale	2,901		—		4,125		—			7,026
Total current assets	80,031		2,579,550		1,200,307		(2,698,167		)	1,161,721
Property, plant and equipment, net	2,771		166,228		145,666		—			314,665
Goodwill	—		705,754		595,594		—			1,301,348
Intangibles assets, net	—		724,239		450,859		—			1,175,098
Investments in affiliates	5,913,792		1,488,669		23,383		(7,425,600		)	244
Deferred tax assets	86,886		—		6,235		(91,136		)	1,985
Notes receivable and other amounts due from consolidated subsidiaries	1,353,481		1,786,335		—		(3,139,816		)	—
Other assets	22,443		6,697		16,006		—			45,146
Total assets	$	7,459,404	$	7,457,472	$	2,438,050	$	(13,354,719	)	$	4,000,207
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	130,652	$	—	$	43,300	$	—		$	173,952
Accounts payable	3,802		34,362		34,623		—			72,787
Accounts payable to consolidated subsidiaries	2,423,041		221,128		33,194		(2,677,363		)	—
Accrued expenses	14,963		17,361		31,072		—			63,396
Current portion of contingent consideration	—		7,453		—		—			7,453
Payroll and benefit-related liabilities	19,447		17,637		33,975		—			71,059
Accrued interest	5,670		—		18		—			5,688
Income taxes payable	—		—		13,038		(81		)	12,957
Other current liabilities	4,777		2,157		9,578		—			16,512
Total current liabilities	2,602,352		300,098		198,798		(2,677,444		)	423,804
Long-term borrowings	907,930		—		—		—			907,930
Deferred tax liabilities	—		372,650		35,813		(91,136		)	317,327
Pension and other postretirement benefit liabilities	95,719		32,004		16,269		—			143,992
Noncurrent liability for uncertain tax positions	1,503		17,825		7,087		—			26,415
Notes payable and other amounts due to consolidated subsidiaries	1,709,543		1,231,819		198,454		(3,139,816		)	—
Other liabilities	23,007		23,505		12,659		—			59,171
Total liabilities	5,340,054		1,977,901		469,080		(5,908,396		)	1,878,639
Total common shareholders' equity	2,119,350		5,479,571		1,966,752		(7,446,323		)	2,119,350
Noncontrolling interest	—		—		2,218		—			2,218
Total equity	2,119,350		5,479,571		1,968,970		(7,446,323		)	2,121,568
Total liabilities and equity	$	7,459,404	$	7,457,472	$	2,438,050	$	(13,354,719	)	$	4,000,207



	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



	Six Months Ended June 26, 2016
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(29,648	)	$	69,875		$	141,261		$	—		$	181,488
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(146		)	(9,947		)	(9,442		)	—			(19,535		)
Proceeds from sale of assets	—			20,642			1,251			(17,908		)	3,985
Payments for businesses and intangibles acquired, net of cash acquired	—			—			(21,025		)	17,908			(3,117		)
Net cash used in investing activities from continuing operations	(146		)	10,695			(29,216		)	—			(18,667		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	665,000			—			—			—			665,000
Reduction in borrowings	(656,479		)	—			—			—			(656,479		)
Debt extinguishment, issuance and amendment fees	(8,182		)	—			—			—			(8,182		)
Net proceeds from share based compensation plans and the related tax impacts	6,593			—			—			—			6,593
Payments for contingent consideration	—			(133		)	—			—			(133		)
Dividends paid	(28,998		)	—			—			—			(28,998		)
Intercompany transactions	81,640			(79,348		)	(2,292		)	—			—
Net cash provided by (used in) financing activities from continuing operations	59,574			(79,481		)	(2,292		)	—			(22,199		)
Cash flows from discontinued operations:
Net cash used in operating activities	(1,183		)	—			—			—			(1,183		)
Net cash used in discontinued operations	(1,183		)	—			—			—			(1,183		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,315		)	—			(1,315		)
Net increase in cash and cash equivalents	28,597			1,089			108,438			—			138,124
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	$	50,209		$	1,089		$	425,192		$	—		$	476,490



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