Condensed consolidating guarantor financial information

The Company’s $250 million principal amount of 5.25% Senior Notes due 2024 (the “2024 Notes”), $400 million principal amount of 4.875% Senior Notes due 2026 (the “2026 Notes”) and $500 million principal amount of 4.625% Senior Notes due 2027 (the “2027 Notes," and collectively with the 2024 Notes and the 2026 Notes, 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 for the three and six months ended July 1, 2018 and July 2, 2017, condensed consolidating balance sheets as of July 1, 2018 and December 31, 2017 and condensed consolidating statements of cash flows for the six months ended July 1, 2018 and July 2, 2017, 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 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 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.

During the first quarter 2018, a Guarantor Subsidiary merged with and into Parent; the transaction is reflected as of the beginning of the earliest period presented in the condensed consolidating financial statements.

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Three Months Ended July 1, 2018
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	391,304		$	326,279		$	(107,717	)	$	609,866
Cost of goods sold	—			231,487			143,532			(109,931		)	265,088
Gross profit	—			159,817			182,747			2,214			344,778
Selling, general and administrative expenses	12,430			139,565			77,723			199			229,917
Research and development expenses	489			18,818			6,711			—			26,018
Restructuring and impairment charges	—			2,545			52,808			—			55,353
(Loss) income from continuing operations before interest and taxes	(12,919		)	(1,111		)	45,505			2,015			33,490
Interest, net	24,788			1,078			600			—			26,466
(Loss) income from continuing operations before taxes	(37,707		)	(2,189		)	44,905			2,015			7,024
(Benefit) taxes on (loss) income from continuing operations	(13,218		)	7,486			15,245			63			9,576
Equity in net income of consolidated subsidiaries	21,937			24,457			342			(46,736		)	—
(Loss) income from continuing operations	(2,552		)	14,782			30,002			(44,784		)	(2,552		)
Operating income from discontinued operations	94			—			—			—			94
Taxes on income from discontinued operations	38			—			—			—			38
Income from discontinued operations	56			—			—			—			56
Net (loss) income	(2,496		)	14,782			30,002			(44,784		)	(2,496		)
Other comprehensive loss	(124,019		)	(114,917		)	(130,725		)	245,642			(124,019		)
Comprehensive loss	$	(126,515	)	$	(100,135	)	$	(100,723	)	$	200,858		$	(126,515	)



	Three Months Ended July 2, 2017
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	338,620		$	296,977		$	(106,984	)	$	528,613
Cost of goods sold	—			190,202			152,440			(104,313		)	238,329
Gross profit	—			148,418			144,537			(2,671		)	290,284
Selling, general and administrative expenses	7,468			95,171			56,334			(39		)	158,934
Research and development expenses	264			13,594			6,420			—			20,278
Restructuring charges	—			1,335			(465		)	—			870
(Loss) income from continuing operations before interest, extinguishment of debt and taxes	(7,732		)	38,318			82,248			(2,632		)	110,202
Interest, net	27,233			(8,581		)	1,081			—			19,733
Loss on extinguishment of debt	11			—			—			—			11
(Loss) income from continuing operations before taxes	(34,976		)	46,899			81,167			(2,632		)	90,458
(Benefit) taxes on (loss) income from continuing operations	(14,378		)	13,386			14,210			(1,123		)	12,095
Equity in net income of consolidated subsidiaries	98,961			58,861			240			(158,062		)	—
Income from continuing operations	78,363			92,374			67,197			(159,571		)	78,363
Operating loss from discontinued operations	(566		)	—			—			—			(566		)
Tax benefit on loss from discontinued operations	(206		)	—			—			—			(206		)
Loss from discontinued operations	(360		)	—			—			—			(360		)
Net income	78,003			92,374			67,197			(159,571		)	78,003
Other comprehensive income	69,822			68,127			69,374			(137,501		)	69,822
Comprehensive income	$	147,825		$	160,501		$	136,571		$	(297,072	)	$	147,825



	Six Months Ended July 1, 2018
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	770,723		$	646,288		$	(219,915	)	$	1,197,096
Cost of goods sold	—			449,091			285,540			(213,583		)	521,048
Gross profit	—			321,632			360,748			(6,332		)	676,048
Selling, general and administrative expenses	21,611			270,479			153,494			(330		)	445,254
Research and development expenses	716			38,186			13,143			—			52,045
Restructuring and impairment charges	—			3,453			54,963			—			58,416
(Loss) income from continuing operations before interest and taxes	(22,327		)	9,514			139,148			(6,002		)	120,333
Interest, net	46,929			4,009			1,198			—			52,136
(Loss) income from continuing operations before taxes	(69,256		)	5,505			137,950			(6,002		)	68,197
(Benefit) taxes on (loss) income from continuing operations	(26,410		)	13,909			29,422			(1,103		)	15,818
Equity in net income of consolidated subsidiaries	96,504			101,333			635			(198,472		)	—
Income from continuing operations	53,658			92,929			109,163			(203,371		)	52,379
Operating income from discontinued operations	50			—			1,279			—			1,329
Taxes on income from discontinued operations	20			—			—			—			20
Income from discontinued operations	30			—			1,279			—			1,309
Net income	53,688			92,929			110,442			(203,371		)	53,688
Other comprehensive loss	(41,329		)	(44,798		)	(43,498		)	88,296			(41,329		)
Comprehensive income	$	12,359		$	48,131		$	66,944		$	(115,075	)	$	12,359



	Six Months Ended July 2, 2017
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	654,263		$	573,292	$	(211,061	)	$	1,016,494
Cost of goods sold	—			382,203			296,336		(207,889		)	470,650
Gross profit	—			272,060			276,956		(3,172		)	545,844
Selling, general and administrative expenses	27,987			189,214			105,178		524			322,903
Research and development expenses	499			24,780			12,826		—			38,105
Restructuring charges	—			6,709			7,106		—			13,815
(Loss) income from continuing operations before interest, extinguishment of debt and taxes	(28,486		)	51,357			151,846		(3,696		)	171,021
Interest, net	51,506			(16,143		)	1,927		—			37,290
Loss on extinguishment of debt	5,593			—			—		—			5,593
(Loss) income from continuing operations before taxes	(85,585		)	67,500			149,919		(3,696		)	128,138
(Benefit) taxes on (loss) income from continuing operations	(35,711		)	19,297			26,439		(599		)	9,426
Equity in net income of consolidated subsidiaries	168,586			114,663			456		(283,705		)	—
Income from continuing operations	118,712			162,866			123,936		(286,802		)	118,712
Operating loss from discontinued operations	(848		)	—			—		—			(848		)
Tax benefit on loss from discontinued operations	(309		)	—			—		—			(309		)
Loss from discontinued operations	(539		)	—			—		—			(539		)
Net income	118,173			162,866			123,936		(286,802		)	118,173
Other comprehensive income	119,422			117,531			123,275		(240,806		)	119,422
Comprehensive income	$	237,595		$	280,397		$	247,211	$	(527,608	)	$	237,595

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	July 1, 2018
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	50,786	$	12,626	$	282,892	$	—		$	346,304
Accounts receivable, net	2,328		49,185		302,614		4,992			359,119
Accounts receivable from consolidated subsidiaries	25,539		1,004,686		359,567		(1,389,792		)	—
Inventories, net	—		246,255		191,580		(32,407		)	405,428
Prepaid expenses and other current assets	14,657		13,029		20,437		3,982			52,105
Prepaid taxes	11,811		—		7,273		—			19,084
Assets held for sale	—		3,239		—		—			3,239
Total current assets	105,121		1,329,020		1,164,363		(1,413,225		)	1,185,279
Property, plant and equipment, net	2,887		233,105		174,987		—			410,979
Goodwill	—		1,245,806		975,082		—			2,220,888
Intangibles assets, net	—		1,312,928		993,276		—			2,306,204
Investments in consolidated subsidiaries	5,838,568		1,661,595		20,367		(7,520,530		)	—
Deferred tax assets	—		—		4,670		(2,284		)	2,386
Notes receivable and other amounts due from consolidated subsidiaries	2,255,108		2,313,458		—		(4,568,566		)	—
Other assets	30,547		5,880		13,158		—			49,585
Total assets	$	8,232,231	$	8,101,792	$	3,345,903	$	(13,504,605	)	$	6,175,321
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	36,875	$	—	$	50,000	$	—		$	86,875
Accounts payable	4,258		53,913		36,663		—			94,834
Accounts payable to consolidated subsidiaries	1,033,197		288,217		68,378		(1,389,792		)	—
Accrued expenses	18,991		33,421		51,928		—			104,340
Current portion of contingent consideration	—		110,454		—		—			110,454
Payroll and benefit-related liabilities	15,958		34,341		39,370		—			89,669
Accrued interest	6,731		—		40		—			6,771
Income taxes payable	—		—		6,700		(1,103		)	5,597
Other current liabilities	874		33,609		3,422		—			37,905
Total current liabilities	1,116,884		553,955		256,501		(1,390,895		)	536,445
Long-term borrowings	2,145,468		—		—		—			2,145,468
Deferred tax liabilities	89,938		260,624		248,156		(2,284		)	596,434
Pension and postretirement benefit liabilities	63,481		32,283		17,319		—			113,083
Noncurrent liability for uncertain tax positions	1,680		8,294		2,791		—			12,765
Notes payable and other amounts due to consolidated subsidiaries	2,240,361		2,125,535		202,670		(4,568,566		)	—
Noncurrent contingent consideration	—		121,116		11,089		—			132,205
Other liabilities	140,438		6,763		57,739		—			204,940
Total liabilities	5,798,250		3,108,570		796,265		(5,961,745		)	3,741,340
Total shareholders' equity	2,433,981		4,993,222		2,549,638		(7,542,860		)	2,433,981
Total liabilities and shareholders' equity	$	8,232,231	$	8,101,792	$	3,345,903	$	(13,504,605	)	$	6,175,321



	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		1,177,246		343,115		(1,534,839		)	—
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		1,498,766		1,112,945		(1,552,473		)	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 consolidated subsidiaries	5,806,244		1,674,077		19,620		(7,499,941		)	—
Deferred tax assets	—		—		6,071		(2,261		)	3,810
Notes receivable and other amounts due from consolidated subsidiaries	2,452,101		2,231,832		—		(4,683,933		)	—
Other assets	31,173		6,397		8,966		—			46,536
Total assets	$	8,361,175	$	8,226,154	$	3,332,771	$	(13,738,608	)	$	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	1,211,568		261,121		62,150		(1,534,839		)	—
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	1,303,510		461,948		253,257		(1,534,839		)	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		2,320,611		208,176		(4,683,933		)	—
Noncurrent contingent consideration	—		186,923		10,989		—			197,912
Other liabilities	148,572		7,850		12,442		—			168,864
Total liabilities	5,930,644		3,283,704		757,646		(6,221,033		)	3,750,961
Total shareholders' equity	2,430,531		4,942,450		2,575,125		(7,517,575		)	2,430,531
Total liabilities and shareholders' equity	$	8,361,175	$	8,226,154	$	3,332,771	$	(13,738,608	)	$	6,181,492

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Six Months Ended July 1, 2018
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(165,764	)	$	253,365		$	164,356		$	(70,373	)	$	181,584
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(795		)	(16,602		)	(20,607		)	—			(38,004		)
Proceeds from sale of investments	22,944			—			—			(22,944		)	—
Payments for businesses and intangibles acquired, net of cash acquired	—			1,404			(23,854		)	—			(22,450		)
Net cash provided by (used in) investing activities from continuing operations	22,149			(15,198		)	(44,461		)	(22,944		)	(60,454		)
Cash flows from financing activities of continuing operations:
Reduction in borrowings	(18,500		)	—			—			—			(18,500		)
Debt extinguishment, issuance and amendment fees	(188		)	—			—			—			(188		)
Net proceeds from share based compensation plans and the related tax impacts	9,800			—			—			—			9,800
Payments for contingent consideration	—			(62,574		)	—			—			(62,574		)
Dividends paid	(30,938		)	—			—			—			(30,938		)
Intercompany transactions	196,888			(171,900		)	(47,932		)	22,944			—
Intercompany dividends paid	—			—			(70,373		)	70,373			—
Net cash provided by (used in) financing activities from continuing operations	157,062			(234,474		)	(118,305		)	93,317			(102,400		)
Cash flows from discontinued operations:
Net cash used in operating activities	(464		)	—			—			—			(464		)
Net cash used in discontinued operations	(464		)	—			—			—			(464		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(5,520		)	—			(5,520		)
Net increase (decrease) in cash and cash equivalents	12,983			3,693			(3,930		)	—			12,746
Cash and cash equivalents at the beginning of the period	37,803			8,933			286,822			—			333,558
Cash and cash equivalents at the end of the period	$	50,786		$	12,626		$	282,892		$	—		$	346,304



	Six Months Ended July 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	$	(121,726	)	$	232,874		$	148,460		$	(61,918	)	$	197,690
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(173		)	(19,760		)	(16,900		)	—			(36,833		)
Proceeds from sale of assets	—			—			6,332			—			6,332
Payments for businesses and intangibles acquired, net of cash acquired	(975,524		)	—			(17,935		)	—			(993,459		)
Net cash used in investing activities from continuing operations	(975,697		)	(19,760		)	(28,503		)	—			(1,023,960		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	1,194,500			—			—			—			1,194,500
Reduction in borrowings	(228,273		)	—			—			—			(228,273		)
Debt extinguishment, issuance and amendment fees	(19,114		)	—			—			—			(19,114		)
Net proceeds from share based compensation plans and the related tax impacts	1,305			—			—			—			1,305
Payments for contingent consideration	—			(153		)	—			—			(153		)
Dividends paid	(30,590		)	—			—			—			(30,590		)
Intercompany transactions	222,684			(203,029		)	(19,655		)	—			—
Intercompany dividends paid	—			—			(61,918		)	61,918			—
Net cash provided by (used in) financing activities from continuing operations	1,140,512			(203,182		)	(81,573		)	61,918			917,675
Cash flows from discontinued operations:
Net cash used in operating activities	(961		)	—			—			—			(961		)
Net cash used in discontinued operations	(961		)	—			—			—			(961		)
Effect of exchange rate changes on cash and cash equivalents	—			—			41,981			—			41,981
Net increase in cash and cash equivalents	42,128			9,932			80,365			—			132,425
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	$	56,699		$	10,963		$	608,552		$	—		$	676,214