Note 15 — Condensed consolidating guarantor financial information

Teleflex Incorporated (the "Parent Company") is the issuer of its 5.25% Senior Notes due 2024 (the "2024 Notes") and 4.875% Senior Notes due 2026 (the "2026 Notes"). Payment of the Parent Company's obligations under the 2024 Notes and 2026 Notes is 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 for the three months ended April 2, 2017 and March 27, 2016, condensed consolidating balance sheets as of April 2, 2017 and December 31, 2016 and condensed consolidating statements of cash flows for the three months ended April 2, 2017 and March 27, 2016, provide consolidated information for:



a.	Parent Company, the issuer of the guaranteed obligations;



b.	Guarantor Subsidiaries, on a combined basis;



c.	Non-Guarantor Subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the 2024 Notes and 2026 Notes), 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, 2016 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 April 2, 2017
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	315,643		$	276,315	$	(104,077	)	$	487,881
Cost of goods sold	—			192,001			143,896		(103,576		)	232,321
Gross profit	—			123,642			132,419		(501		)	255,560
Selling, general and administrative expenses	20,519			94,043			48,844		563			163,969
Research and development expenses	235			11,186			6,406		—			17,827
Restructuring charges	—			5,374			7,571		—			12,945
(Loss) income from continuing operations before interest, extinguishment of debt and taxes	(20,754		)	13,039			69,598		(1,064		)	60,819
Interest, net	47,674			(30,963		)	846		—			17,557
Loss on extinguishment of debt	5,582			—			—		—			5,582
(Loss) income from continuing operations before taxes	(74,010		)	44,002			68,752		(1,064		)	37,680
(Benefit) taxes on (loss) income from continuing operations	(29,907		)	14,485			12,229		524			(2,669		)
Equity in net income of consolidated subsidiaries	84,452			55,802			216		(140,470		)	—
Income from continuing operations	40,349			85,319			56,739		(142,058		)	40,349
Operating loss from discontinued operations	(282		)	—			—		—			(282		)
Benefit on loss from discontinued operations	(103		)	—			—		—			(103		)
Loss from discontinued operations	(179		)	—			—		—			(179		)
Net income	40,170			85,319			56,739		(142,058		)	40,170
Other comprehensive income	49,600			49,404			53,901		(103,305		)	49,600
Comprehensive income	$	89,770		$	134,723		$	110,640	$	(245,363	)	$	89,770




	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 (loss) 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

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	April 2, 2017
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	153,100	$	7,593	$	528,436	$	—		$	689,129
Accounts receivable, net	2,215		34,464		241,897		4,296			282,872
Accounts receivable from consolidated subsidiaries	8,025		2,238,256		338,230		(2,584,511		)	—
Inventories, net	—		222,619		158,358		(25,688		)	355,289
Prepaid expenses and other current assets	14,084		9,477		20,340		3,337			47,238
Prepaid taxes	11,072		—		9,527		—			20,599
Total current assets	188,496		2,512,409		1,296,788		(2,602,566		)	1,395,127
Property, plant and equipment, net	2,517		207,818		144,899		—			355,234
Goodwill	—		1,228,353		587,145		—			1,815,498
Intangibles assets, net	—		1,167,974		452,480		—			1,620,454
Deferred tax assets	72,621		—		5,434		(76,092		)	1,963
Notes receivable and other amounts due from consolidated subsidiaries	1,321,595		2,151,605		—		(3,473,200		)	—
Other assets	7,203,940		1,578,527		30,859		(8,769,166		)	44,160
Total assets	$	8,789,169	$	8,846,686	$	2,517,605	$	(14,921,024	)	$	5,232,436
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	81,095	$	—	$	50,000	$	—		$	131,095
Accounts payable	4,335		40,095		37,588		—			82,018
Accounts payable to consolidated subsidiaries	2,290,413		255,530		38,568		(2,584,511		)	—
Accrued expenses	19,473		26,116		36,801		—			82,390
Current portion of contingent consideration	—		669		—		—			669
Payroll and benefit-related liabilities	16,858		15,707		33,362		—			65,927
Accrued interest	12,657		—		29		—			12,686
Income taxes payable	—		—		7,519		524			8,043
Other current liabilities	1,926		4,153		3,451		—			9,530
Total current liabilities	2,426,757		342,270		207,318		(2,583,987		)	392,358
Long-term borrowings	1,957,797		—		—		—			1,957,797
Deferred tax liabilities	—		504,454		32,292		(76,092		)	460,654
Pension and postretirement benefit liabilities	82,623		31,223		16,380		—			130,226
Noncurrent liability for uncertain tax positions	1,432		13,731		2,776		—			17,939
Notes payable and other amounts due to consolidated subsidiaries	2,076,792		1,203,358		193,050		(3,473,200		)	—
Other liabilities	24,864		15,770		13,924		—			54,558
Total liabilities	6,570,265		2,110,806		465,740		(6,133,279		)	3,013,532
Total shareholders' equity	2,218,904		6,735,880		2,051,865		(8,787,745		)	2,218,904
Total liabilities and shareholders' equity	$	8,789,169	$	8,846,686	$	2,517,605	$	(14,921,024	)	$	5,232,436



	December 31, 2016
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	14,571	$	1,031	$	528,187	$	—		$	543,789
Accounts receivable, net	2,551		8,768		255,815		4,859			271,993
Accounts receivable from consolidated subsidiaries	4,861		2,176,059		309,149		(2,490,069		)	—
Inventories, net	—		200,852		140,406		(25,087		)	316,171
Prepaid expenses and other current assets	14,239		5,332		17,474		3,337			40,382
Prepaid taxes	—		—		7,766		413			8,179
Assets held for sale	—		—		2,879		—			2,879
Total current assets	36,222		2,392,042		1,261,676		(2,506,547		)	1,183,393
Property, plant and equipment, net	2,566		163,847		136,486		—			302,899
Goodwill	—		708,546		568,174		—			1,276,720
Intangibles assets, net	—		640,999		450,664		—			1,091,663
Deferred tax assets	73,051		—		5,185		(76,524		)	1,712
Notes receivable and other amounts due from consolidated subsidiaries	1,387,615		2,085,538		—		(3,473,153		)	—
Other assets	6,044,337		1,525,285		29,962		(7,564,758		)	34,826
Total assets	$	7,543,791	$	7,516,257	$	2,452,147	$	(13,620,982	)	$	3,891,213
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	133,071	$	—	$	50,000	$	—		$	183,071
Accounts payable	4,540		30,924		33,936		—			69,400
Accounts payable to consolidated subsidiaries	2,242,814		214,203		33,052		(2,490,069		)	—
Accrued expenses	16,827		18,126		30,196		—			65,149
Current portion of contingent consideration	—		587		—		—			587
Payroll and benefit-related liabilities	20,610		26,672		35,397		—			82,679
Accrued interest	10,429		—		21		—			10,450
Income taxes payable	1,246		—		6,577		85			7,908
Other current liabilities	2,262		3,643		2,497		—			8,402
Total current liabilities	2,431,799		294,155		191,676		(2,489,984		)	427,646
Long-term borrowings	850,252		—		—		—			850,252
Deferred tax liabilities	—		316,526		31,375		(76,524		)	271,377
Pension and postretirement benefit liabilities	85,645		31,561		15,856		—			133,062
Noncurrent liability for uncertain tax positions	1,169		13,684		2,667		—			17,520
Notes payable and other amounts due to consolidated subsidiaries	2,011,737		1,264,004		197,412		(3,473,153		)	—
Other liabilities	23,848		15,695		12,472		—			52,015
Total liabilities	5,404,450		1,935,625		451,458		(6,039,661		)	1,751,872
Convertible notes - redeemable equity component	1,824		—		—		—			1,824
Mezzanine equity	1,824		—		—		—			1,824
Total shareholders' equity	2,137,517		5,580,632		2,000,689		(7,581,321		)	2,137,517
Total liabilities and shareholders' equity	$	7,543,791	$	7,516,257	$	2,452,147	$	(13,620,982	)	$	3,891,213

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Three Months Ended April 2, 2017
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(86,020	)	$	158,343		$	80,535		$	(61,918	)	$	90,940
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(155		)	(2,206		)	(10,533		)	—			(12,894		)
Proceeds from sale of assets	—			—			6,332			—			6,332
Payments for businesses and intangibles acquired, net of cash acquired	(975,524		)	—			—			—			(975,524		)
Net cash used in investing activities from continuing operations	(975,679		)	(2,206		)	(4,201		)	—			(982,086		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	1,194,500			—			—			—			1,194,500
Reduction in borrowings	(138,251		)	—			—			—			(138,251		)
Debt extinguishment, issuance and amendment fees	(19,114		)	—			—			—			(19,114		)
Net proceeds from share based compensation plans and the related tax impacts	(505		)	—			—			—			(505		)
Payments for contingent consideration	—			(79		)	—			—			(79		)
Dividends paid	(15,287		)	—			—			—			(15,287		)
Intercompany transactions	179,151			(149,496		)	(29,655		)	—			—
Intercompany dividends paid	—			—			(61,918		)	61,918			—
Net cash provided by (used in) financing activities from continuing operations	1,200,494			(149,575		)	(91,573		)	61,918			1,021,264
Cash flows from discontinued operations:
Net cash used in operating activities	(266		)	—			—			—			(266		)
Net cash used in discontinued operations	(266		)	—			—			—			(266		)
Effect of exchange rate changes on cash and cash equivalents	—			—			15,488			—			15,488
Net increase in cash and cash equivalents	138,529			6,562			249						145,340
Cash and cash equivalents at the beginning of the period	14,571			1,031			528,187			—			543,789
Cash and cash equivalents at the end of the period	$	153,100		$	7,593		$	528,436		$	—		$	689,129



	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