Condensed consolidating guarantor financial information

The 2024 Notes, 2026 Notes and 2027 Notes (collectively, the "Senior Notes") are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The 2024 Notes, 2026 Notes and 2027 Notes are guaranteed by the same Guarantor Subsidiaries. The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. The Company’s condensed consolidating statements of income and comprehensive income and condensed consolidating statements of cash flows for the years ended December 31, 2017, 2016 and 2015 and condensed consolidating balance sheets as of December 31, 2017 and 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 Senior 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 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



	Year Ended December 31, 2017
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	1,368,149		$	1,177,247		$	(399,093	)	$	2,146,303
Cost of goods sold	—			778,153			594,527			(398,179		)	974,501
Gross profit	—			589,996			582,720			(914		)	1,171,802
Selling, general and administrative expenses	47,412			408,811			243,544			196			699,963
Research and development expenses	1,009			57,614			26,147			—			84,770
Restructuring charges	—			8,971			5,819			—			14,790
(Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes	(48,421		)	114,600			307,210			(1,110		)	372,279
Interest, net	195,649			(117,431		)	3,557			—			81,775
Loss on extinguishment of debt	5,593			—			—			—			5,593
(Loss) income from continuing operations before taxes	(249,663		)	232,031			303,653			(1,110		)	284,911
(Benefit) taxes on (loss) income from continuing operations	(146,116		)	14,862			261,386			(484		)	129,648
Equity in net income of consolidated subsidiaries	258,810			25,500			(3,135		)	(281,175		)	—
Income from continuing operations	155,263			242,669			39,132			(281,801		)	155,263
Operating loss from discontinued operations	(4,534		)	—			—			—			(4,534		)
Benefit on loss from discontinued operations	(1,801		)	—			—			—			(1,801		)
Loss from discontinued operations	(2,733		)	—			—			—			(2,733		)
Net income	152,530			242,669			39,132			(281,801		)	152,530
Other comprehensive income	173,626			158,490			198,453			(356,943		)	173,626
Comprehensive income	$	326,156		$	401,159		$	237,585		$	(638,744	)	$	326,156



	Year Ended December 31, 2016
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	1,112,464		$	1,124,958		$	(369,395	)	$	1,868,027
Cost of goods sold	—			652,442			588,110			(368,725		)	871,827
Gross profit	—			460,022			536,848			(670		)	996,200
Selling, general and administrative expenses	43,602			328,263			191,916			(473		)	563,308
Research and development expenses	547			33,080			24,952			—			58,579
Restructuring and impairment charges	173			50,183			8,871			—			59,227
Gain on sale of assets	(2,707		)	(155		)	(1,505		)	—			(4,367		)
(Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes	(41,615		)	48,651			312,614			(197		)	319,453
Interest, net	153,830			(103,465		)	4,102			—			54,467
Loss on extinguishment of debt	19,261			—			—			—			19,261
(Loss) income from continuing operations before taxes	(214,706		)	152,116			308,512			(197		)	245,725
(Benefit) taxes on (loss) income from continuing operations	(78,478		)	46,758			39,875			(81		)	8,074
Equity in net income of consolidated subsidiaries	374,048			243,987			528			(618,563		)	—
Income from continuing operations	237,820			349,345			269,165			(618,679		)	237,651
Operating (loss) income from discontinued operations	(1,300		)	—			378			—			(922		)
Tax benefit on (loss) income from discontinued operations	(857		)	—			(255		)	—			(1,112		)
(Loss) income from discontinued operations	(443		)	—			633			—			190
Net income	237,377			349,345			269,798			(618,679		)	237,841
Less: Income from continuing operations attributable to noncontrolling interests	—			—			464			—			464
Net income attributable to common shareholders	237,377			349,345			269,334			(618,679		)	237,377
Other comprehensive loss attributable to common shareholders	(66,761		)	(76,098		)	(80,700		)	156,798			(66,761		)
Comprehensive income attributable to common shareholders	$	170,616		$	273,247		$	188,634		$	(461,881	)	$	170,616



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

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	December 31, 2017
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	37,803	$	8,933	$	286,822	$	—		$	333,558
Accounts receivable, net	2,414		57,818		280,980		4,663			345,875
Accounts receivable from consolidated subsidiaries	14,478		2,276,248		343,115		(2,633,841		)	—
Inventories, net	—		245,533		176,490		(26,279		)	395,744
Prepaid expenses and other current assets	14,874		9,236		19,790		3,982			47,882
Prepaid taxes	—		—		5,748		—			5,748
Total current assets	69,569		2,597,768		1,112,945		(2,651,475		)	1,128,807
Property, plant and equipment, net	2,088		213,663		167,248		—			382,999
Goodwill	—		1,246,144		989,448		—			2,235,592
Intangibles assets, net	—		1,355,275		1,028,473		—			2,383,748
Investments in affiliates	7,203,175		1,674,077		19,620		(8,896,872		)	—
Deferred tax assets	—		—		6,071		(2,261		)	3,810
Notes receivable and other amounts due from consolidated subsidiaries	2,154,172		2,231,832		—		(4,386,004		)	—
Other assets	31,173		6,397		8,966		—			46,536
Total assets	$	9,460,177	$	9,325,156	$	3,332,771	$	(15,936,612	)	$	6,181,492
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	36,625	$	—	$	50,000	$	—		$	86,625
Accounts payable	4,269		46,992		40,766		—			92,027
Accounts payable to consolidated subsidiaries	2,310,570		261,121		62,150		(2,633,841		)	—
Accrued expenses	17,957		31,827		47,069		—			96,853
Current portion of contingent consideration	—		74,224		—		—			74,224
Payroll and benefit-related liabilities	21,145		44,009		42,261		—			107,415
Accrued interest	6,133		—		32		—			6,165
Income taxes payable	4,352		—		7,162		—			11,514
Other current liabilities	1,461		3,775		3,817		—			9,053
Total current liabilities	2,402,512		461,948		253,257		(2,633,841		)	483,876
Long-term borrowings	2,162,927		—		—		—			2,162,927
Deferred tax liabilities	88,512		265,426		251,999		(2,261		)	603,676
Pension and postretirement benefit liabilities	70,860		32,750		17,800		—			121,410
Noncurrent liability for uncertain tax positions	1,117		8,196		2,983		—			12,296
Notes payable and other amounts due to consolidated subsidiaries	2,155,146		2,022,682		208,176		(4,386,004		)	—
Noncurrent contingent consideration	—		186,923		10,989		—			197,912
Other liabilities	148,572		7,850		12,442		—			168,864
Total liabilities	7,029,646		2,985,775		757,646		(7,022,106		)	3,750,961
Total shareholders' equity	2,430,531		6,339,381		2,575,125		(8,914,506		)	2,430,531
Total liabilities and shareholders' equity	$	9,460,177	$	9,325,156	$	3,332,771	$	(15,936,612	)	$	6,181,492



	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
Investments in affiliates	6,022,042		1,519,031		23,685		(7,564,758		)	—
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	22,295		6,254		6,277		—			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		)	—
Noncurrent contingent consideration	—		6,516		—		—			6,516
Other liabilities	23,848		9,179		12,472		—			45,499
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



	Year Ended December 31, 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	$	(50,585	)	$	223,373		$	315,431		$	(61,918	)	$	426,301
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(240		)	(34,912		)	(35,751		)	—			(70,903		)
Payments for businesses and intangibles acquired, net of cash acquired	(975,524		)	(725,554		)	(67,206		)	—			(1,768,284		)
Proceeds from sale of assets and investments	464,982			—			6,332			(464,982		)	6,332
Investments in affiliates	—			(5,900		)	—			5,900			—
Net cash used in investing activities from continuing operations	(510,782		)	(766,366		)	(96,625		)	(459,082		)	(1,832,855		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	2,463,500			—			—			—			2,463,500
Reduction in borrowings	(1,239,576		)	—			—			—			(1,239,576		)
Debt extinguishment, issuance and amendment fees	(26,664		)	—			—			—			(26,664		)
Proceeds from share based compensation plans and the related tax impacts	5,571			—			—			—			5,571
Payments for contingent consideration	—			(335		)	—			—			(335		)
Proceeds from issuance of shares	—			—			5,900			(5,900		)	—
Dividends	(61,237		)	—			—			—			(61,237		)
Intercompany transactions	(550,579		)	551,230			(465,633		)	464,982			—
Intercompany dividends paid	—			—			(61,918		)	61,918			—
Net cash provided by (used in) financing activities from continuing operations	591,015			550,895			(521,651		)	521,000			1,141,259
Cash flows from discontinued operations:
Net cash used in operating activities	(6,416		)	—			—			—			(6,416		)
Net cash used in discontinued operations	(6,416		)	—			—			—			(6,416		)
Effect of exchange rate changes on cash and cash equivalents	—			—			61,480			—			61,480
Net increase (decrease) in cash and cash equivalents	23,232			7,902			(241,365		)	—			(210,231		)
Cash and cash equivalents at the beginning of the year	14,571			1,031			528,187			—			543,789
Cash and cash equivalents at the end of the year	$	37,803		$	8,933		$	286,822		$	—		$	333,558



	Year Ended December 31, 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	$	(85,088	)	$	169,400		$	328,553		$	(2,275	)	$	410,590
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(279		)	(24,753		)	(28,103		)	—			(53,135		)
Payments for businesses and intangibles acquired, net of cash acquired	—			(10,305		)	(50,572		)	46,837			(14,040		)
Proceeds from sale of assets	5,607			49,571			1,860			(46,837		)	10,201
Investments in affiliates	—			(5,600		)	—			5,600			—
Net cash provided by (used in) investing activities from continuing operations	5,328			8,913			(76,815		)	5,600			(56,974		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	665,000			—			6,700			—			671,700
Reduction in borrowings	(714,565		)	—			—			—			(714,565		)
Debt extinguishment, issuance and amendment fees	(8,958		)	—			—			—			(8,958		)
Proceeds from share based compensation plans and related tax impacts	9,068			—			—			—			9,068
Payments to noncontrolling interest shareholders	—			—			(464		)	—			(464		)
Payments for acquisition of noncontrolling interest	—			—			(9,231		)	—			(9,231		)
Payments for contingent consideration	—			(7,282		)	—			—			(7,282		)
Proceeds from issuance of shares	—			—			5,600			(5,600		)	—
Dividends	(58,960		)	—			—			—			(58,960		)
Intercompany transactions	183,244			(170,000		)	(13,244		)	—			—
Intercompany dividends paid	—			—			(2,275		)	2,275			—
Net cash provided by (used in) financing activities from continuing operations	74,829			(177,282		)	(12,914		)	(3,325		)	(118,692		)
Cash flows from discontinued operations:
Net cash used in operating activities	(2,110		)	—			—			—			(2,110		)
Net cash used in discontinued operations	(2,110		)	—			—			—			(2,110		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(27,391		)	—			(27,391		)
Net (decrease) increase in cash and cash equivalents	(7,041		)	1,031			211,433			—			205,423
Cash and cash equivalents at the beginning of the year	21,612			—			316,754			—			338,366
Cash and cash equivalents at the end of the year	$	14,571		$	1,031		$	528,187		$	—		$	543,789



	Year Ended December 31, 2015
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(147,704	)	$	134,817		$	320,145		$	(3,812	)	$	303,446
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(124		)	(32,797		)	(28,527		)	—			(61,448		)
Payments for businesses and intangibles acquired, net of cash acquired	—			(60,336		)	(33,472		)	—			(93,808		)
Proceeds from sale of businesses and assets	408			—			—			—			408
Investments in affiliates	—			—			(121,850		)	121,850			—
Net cash used in investing activities from continuing operations	284			(93,133		)	(183,849		)	121,850			(154,848		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	288,100			—			—			—			288,100
Reduction in borrowings	(303,757		)	—			—			—			(303,757		)
Debt extinguishment, issuance and amendment fees	(9,017		)	—			—			—			(9,017		)
Proceeds from share based compensation plans and the related tax impacts	4,994			—			—			—			4,994
Payments to noncontrolling interest shareholders	—			—			(1,343		)	—			(1,343		)
Payments for contingent consideration	—			(8,028		)	—			—			(8,028		)
Proceeds from issuance of shares	—			121,850			—			(121,850		)	—
Dividends	(56,532		)	—			—			—			(56,532		)
Intercompany transactions	219,035			(155,506		)	(63,529		)	—			—
Intercompany dividends paid	—			—			(3,812		)	3,812			—
Net cash provided by (used in) financing activities from continuing operations	142,823			(41,684		)	(68,684		)	(118,038		)	(85,583		)
Cash flows from discontinued operations:
Net cash used in operating activities	(1,787		)	—			(849		)	—			(2,636		)
Net cash used in discontinued operations	(1,787		)	—			(849		)	—			(2,636		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(25,249		)	—			(25,249		)
Net decrease in cash and cash equivalents	(6,384		)	—			41,514			—			35,130
Cash and cash equivalents at the beginning of the year	27,996			—			275,240			—			303,236
Cash and cash equivalents at the end of the year	$	21,612		$	—		$	316,754		$	—		$	338,366