Condensed Consolidating Guarantor Financial Information (Tables)

12 Months Ended

Dec. 31, 2013

Condensed Consolidating Financial Statement Adjustments

The following table illustrates the increase/(decrease) to the previously reported amounts as of December 31, 2012:

	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Accounts receivable, net	$	-		$	(763,757	)	$	(229,467	)	$	993,224			$	-
Accounts receivable from consolidated subsidiaries		422,058			2,520,933			192,170			(3,135,161	)			-
Investments in affiliates		-			87,855			-			(87,855	)			-
Note receivable and other amounts due from consolidated subsidiaries		529,913			804,843			77			(1,334,833	)			-
Other assets		-			(2,699,168	)		(700,354	)		3,399,522				-
Total assets	$	951,971		$	(49,294	)	$	(737,574	)	$	(165,103	)		$	-
Accounts payable	$	(77,129	)	$	(829,286	)	$	(86,809	)	$	993,224			$	-
Accounts payable to consolidated subsidiaries		2,563,602			512,145			59,414			(3,135,161	)			-
Notes payable and other amounts due to consolidated subsidiaries		878,148			275,674			183,741			(1,337,563	)			-
Other liabilities		(2,412,650	)		(7,827	)		(981,775	)		3,402,252				-
Total liabilities		951,971			(49,294	)		(825,429	)		(77,248	)			-
Total common shareholders’ equity		-			-			87,855			(87,855	)			-
Total equity		-			-			87,855			(87,855	)			-
Total liabilities and equity	$	951,971		$	(49,294	)	$	(737,574	)	$	(165,103	)		$	-

The following tables illustrate the increase/(decrease) to the previously reported amounts as of December 31, 2012 and 2011:

	Year Ended December 31, 2012
	Parent			Guarantor			Non-Guarantor					Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(Dollars in thousands)
Cash Flows from Operating Activities of Continuing Operations	$	1,077		$	71,965		$	25,861		$	(98,903)	$	-
Cash Flows from Financing Activities of Continuing Operations:
Intercompany transactions		(1,077	)		(55,065	)		56,142			-		-
Intercompany dividends paid		-			(16,900	)		(82,003	)		98,903		-
Cash Flows from Financing Activities of Continuing Operations	$	(1,077	)	$	(71,965	)	$	(25,861	)	$	98,903	$	-

	Year Ended December 31, 2011
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in millions)
Cash Flows from Operating Activities of Continuing Operations	$	1,450		$	86,896		$	15,278		$	(103,624	)	$	-
Cash Flows from Financing Activities of Continuing Operations:
Intercompany transactions		(1,450	)		(68,596	)		70,046			-			-
Intercompany dividends paid					(18,300	)		(85,324	)		103,624			-
Cash Flows from Financing Activities of Continuing Operations	$	(1,450	)	$	(86,896	)	$	(15,278	)	$	103,624		$	-

Condensed Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31, 2013
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	-		$	1,001,404		$	963,184		$	(268,317	)	$	1,696,271
Cost of goods sold		-			582,110			543,717			(268,501	)		857,326
Gross profit		-			419,294			419,467			184			838,945
Selling, general and administrative expenses		39,176			284,960			178,358			(307	)		502,187
Research and development expenses		-			55,694			9,351			-			65,045
Restructuring and other impairment charges		935			15,288			22,229			-			38,452
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes		(40,111	)		63,352			209,529			491			233,261
Interest expense		134,879			(85,058	)		7,084			-			56,905
Interest income		(15	)		(5	)		(604	)		-			(624	)
Loss on extinguishments of debt		1,250			-			-			-			1,250
Income (loss) from continuing operations before taxes		(176,225	)		148,415			203,049			491			175,730
Taxes (benefit) on income (loss) from continuing operations		(63,857	)		42,804			45,354			(754	)		23,547
Equity in net income (loss) of consolidated subsidiaries		263,469			141,773			288			(405,530	)		-
Income (loss) from continuing operations		151,101			247,384			157,983			(404,285	)		152,183
Operating income (loss) from discontinued operations		(1,947	)		-			(258	)		-			(2,205	)
Taxes (benefit) on income (loss) from discontinued operations		(1,727	)		(170	)		127			-			(1,770	)
Income (loss) from discontinued operations		(220	)		170			(385	)		-			(435	)
Net income (loss)		150,881			247,554			157,598			(404,285	)		151,748
Less: Income from continuing operations attributable to noncontrolling interests		-			-			867			-			867
Net income (loss) attributable to common shareholders		150,881			247,554			156,731			(404,285	)		150,881
Other comprehensive income attributable to common shareholders		21,193			1,960			5,442			(7,402	)		21,193
Comprehensive income (loss) attributable to common shareholders	$	172,074		$	249,514		$	162,173		$	(411,687	)	$	172,074

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31, 2012
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	-		$	950,888		$	833,903		$	(233,782	)	$	1,551,009
Cost of goods sold		-			552,726			482,881			(232,823	)		802,784
Gross profit		-			398,162			351,022			(959	)		748,225
Selling, general and administrative expenses		34,657			259,476			160,089			267			454,489
Research and development expenses		-			48,649			7,629			-			56,278
Goodwill impairment		-			331,779			349			-			332,128
Restructuring and other impairment charges		-			598			2,439			-			3,037
Net gain on sales of businesses and assets		(116,193	)		(149,240	)		(332	)		265,433			(332	)
Income (loss) from continuing operations before interest and taxes		81,536			(93,100	)		180,848			(266,659	)		(97,375	)
Interest expense		143,653			(81,328	)		7,240			-			69,565
Interest income		(372	)		(23	)		(1,176	)		-			(1,571	)
Income (loss) from continuing operations before taxes		(61,745	)		(11,749	)		174,784			(266,659	)		(165,369	)
Taxes (benefit) on income (loss) from continuing operations		(63,806	)		45,068			35,670			(519	)		16,413
Equity in net income (loss) of consolidated subsidiaries		(190,742	)		124,918			-			65,824			-
Income (loss) from continuing operations		(188,681	)		68,101			139,114			(200,316	)		(181,782	)
Operating income (loss) from discontinued operations		(2,647	)		(9,179	)		2,619			-			(9,207	)
Taxes (benefit) on income (loss) from discontinued operations		(1,271	)		(129	)		(487	)		-			(1,887	)
Income (loss) from discontinued operations		(1,376	)		(9,050	)		3,106			-			(7,320	)
Net income (loss)		(190,057	)		59,051			142,220			(200,316	)		(189,102	)
Less: Income from continuing operations attributable to noncontrolling interests		-			-			955			-			955
Net income (loss) attributable to common shareholders		(190,057	)		59,051			141,265			(200,316	)		(190,057	)
Other comprehensive income attributable to common shareholders		27,305			10,475			8,907			(19,382	)		27,305
Comprehensive income (loss) attributable to common shareholders	$	(162,752	)	$	69,526		$	150,172		$	(219,698	)	$	(162,752	)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31, 2011
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	-		$	923,000		$	804,867		$	(235,339	)	$	1,492,528
Cost of goods sold		-			552,606			467,711			(236,567	)		783,750
Gross profit		-			370,394			337,156			1,228			708,778
Selling, general and administrative expenses		39,614			231,490			152,573			232			423,909
Research and development expenses		-			41,648			7,064			-			48,712
Restructuring and other impairment charges		11			4,615			1,379			-			6,005
Net loss on sales of businesses and assets		-			-			582			-			582
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes		(39,625	)		92,641			175,558			996			229,570
Interest expense		138,460			(68,926	)		783			-			70,317
Interest income		(384	)		(67	)		(809	)		-			(1,260	)
Loss on extinguishments of debt		15,413			-			-			-			15,413
Income (loss) from continuing operations before taxes		(193,114	)		161,634			175,584			996			145,100
Taxes (benefit) on income (loss) from continuing operations		(73,608	)		52,667			47,044			(325	)		25,778
Equity in net income of consolidated subsidiaries		473,311			397,131			-			(870,442	)		-
Income from continuing operations		353,805			506,098			128,540			(869,121	)		119,322
Operating income (loss) from discontinued operations		(55,872	)		40,287			308,268			-			292,683
Taxes (benefit) on income (loss) from discontinued operations		(25,396	)		88,582			23,852			-			87,038
Income (loss) from discontinued operations		(30,476	)		(48,295	)		284,416			-			205,645
Net income		323,329			457,803			412,956			(869,121	)		324,967
Less: Income from continuing operations attributable to noncontrolling interests		-			-			1,021			-			1,021
Income from discontinued operations attributable to noncontrolling interest		-			-			617			-			617
Net income attributable to common shareholders		323,329			457,803			411,318			(869,121	)		323,329
Other comprehensive income (loss) attributable to common shareholders		(107,473	)		(75,928	)		(75,737	)		151,665			(107,473	)
Comprehensive income attributable to common shareholders	$	215,856		$	381,875		$	335,581		$	(717,456	)	$	215,856

Condensed Consolidating Balance Sheets

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

	Year Ended December 31, 2013
	Parent		Guarantor		Non-Guarantor					Condensed
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	42,749	$	14,500	$	374,735	$	-		$	431,984
Accounts receivable, net		1,822		10,948		279,048		3,472			295,290
Accounts receivable from consolidated subsidiaries		42,865		2,623,314		214,469		(2,880,648	)		-
Inventories, net		-		211,165		138,165		(15,709	)		333,621
Prepaid expenses and other current assets		15,200		6,870		17,740		-			39,810
Prepaid taxes		27,487		-		9,017		-			36,504
Deferred tax assets		20,218		22,472		10,230		(3	)		52,917
Assets held for sale		1,669		3,503		5,256		-			10,428
Total current assets		152,010		2,892,772		1,048,660		(2,892,888	)		1,200,554
Property, plant and equipment, net		14,189		188,455		123,256		-			325,900
Goodwill		-		797,671		556,532		-			1,354,203
Intangibles assets, net		-		962,243		293,354		-			1,255,597
Investments in affiliates		5,489,676		1,478,429		21,382		(6,987,772	)		1,715
Deferred tax assets		35,877		-		4,476		(39,410	)		943
Notes receivable and other amounts due from consolidated subsidiaries		1,049,344		873,105		14,169		(1,936,618	)		-
Other assets		24,574		7,447		38,074		-			70,095
Total assets	$	6,765,670	$	7,200,122	$	2,099,903	$	(11,856,688	)	$	4,209,007
LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	351,587	$	-	$	4,700	$	-		$	356,287
Accounts payable		2,194		45,802		23,971		-			71,967
Accounts payable to consolidated subsidiaries		2,644,296		147,957		88,395		(2,880,648	)		-
Accrued expenses		15,569		21,120		38,179		-			74,868
Current portion of contingent consideration		-		4,131		-		-			4,131
Payroll and benefit-related liabilities		15,976		21,818		35,296		-			73,090
Accrued interest		8,720		-		5		-			8,725
Income taxes payable		-		-		23,821		-			23,821
Other current liabilities		9,646		7,517		5,072		(4	)		22,231
Total current liabilities		3,047,988		248,345		219,439		(2,880,652	)		635,120
Long-term borrowings		930,000		-		-		-			930,000
Deferred tax liabilities		-		496,228		57,896		(39,409	)		514,715
Pension and other postretirement benefit liabilities		57,406		33,777		18,315		-			109,498
Noncurrent liability for uncertain tax positions		11,389		17,241		26,522		-			55,152
Notes payable and other amounts due to consolidated subsidiaries		785,476		957,451		197,173		(1,940,100	)		-
Other liabilities		19,884		16,221		12,401		-			48,506
Total liabilities		4,852,143		1,769,263		531,746		(4,860,161	)		2,292,991
Total common shareholders' equity		1,913,527		5,430,859		1,565,668		(6,996,527	)		1,913,527
Noncontrolling interest		-		-		2,489		-			2,489
Total equity		1,913,527		5,430,859		1,568,157		(6,996,527	)		1,916,016
Total liabilities and equity	$	6,765,670	$	7,200,122	$	2,099,903	$	(11,856,688	)	$	4,209,007

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

	Year Ended December 31, 2012
	Parent		Guarantor		Non-Guarantor					Condensed
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	70,860	$	1,989	$	264,190	$	-		$	337,039
Accounts receivable, net		2,147		10,523		282,142		3,164			297,976
Accounts receivable from consolidated subsidiaries		422,058		2,520,933		192,170		(3,135,161	)		-
Inventories, net		-		202,748		136,492		(15,893	)		323,347
Prepaid expenses and other current assets		7,769		5,294		15,649		-			28,712
Prepaid taxes		11,079		-		19,217		(3,136	)		27,160
Deferred tax assets		13,987		30,201		7,882		(1,045	)		51,025
Assets held for sale		-		2,738		5,225		-			7,963
Total current assets		527,900		2,774,426		922,967		(3,152,071	)		1,073,222
Property, plant and equipment, net		7,258		168,451		122,236		-			297,945
Goodwill		-		694,070		544,382		-			1,238,452
Intangibles assets, net		-		782,631		276,161		-			1,058,792
Investments in affiliates		5,226,567		1,369,056		21,379		(6,614,936	)		2,066
Deferred tax assets		59,644		-		4,248		(62,545	)		1,347
Notes receivable and other amounts due from consolidated subsidiaries		529,913		804,843		77		(1,334,833	)		-
Other assets		33,937		8,096		19,830		-			61,863
Total assets	$	6,385,219	$	6,601,573	$	1,911,280	$	(11,164,385	)	$	3,733,687
LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	-	$	-	$	4,700	$	-		$	4,700
Accounts payable		3,366		44,468		27,331		-			75,165
Accounts payable to consolidated subsidiaries		2,563,602		512,145		59,414		(3,135,161	)		-
Accrued expenses		11,338		20,471		33,255		-			65,064
Current portion of contingent consideration		-		21,115		2,578		-			23,693
Payroll and benefit-related liabilities		24,633		19,799		30,154		-			74,586
Accrued interest		9,413		-		5		-			9,418
Income taxes payable		-		1,322		18,709		(3,136	)		16,895
Other current liabilities		598		704		5,522		(1,045	)		5,779
Total current liabilities		2,612,950		620,024		181,668		(3,139,342	)		275,300
Long-term borrowings		965,280		-		-		-			965,280
Deferred tax liabilities		-		426,754		54,664		(62,544	)		418,874
Pension and other postretirement benefit liabilities		114,257		37,269		19,420		-			170,946
Noncurrent liability for uncertain tax positions		13,131		22,127		26,721		-			61,979
Notes payable and other amounts due to consolidated subs		878,148		275,674		183,741		(1,337,563	)		-
Other liabilities		22,503		27,720		9,548		-			59,771
Total liabilities		4,606,269		1,409,568		475,762		(4,539,449	)		1,952,150
Total common shareholders' equity		1,778,950		5,192,005		1,432,931		(6,624,936	)		1,778,950
Noncontrolling interest		-		-		2,587		-			2,587
Total equity		1,778,950		5,192,005		1,435,518		(6,624,936	)		1,781,537
Total liabilities and equity	$	6,385,219	$	6,601,573	$	1,911,280	$	(11,164,385	)	$	3,733,687

Condensed Consolidating Statements of Cash Flows

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2013
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(132,459	)	$	205,954		$	304,278		$	(147,902	)	$	229,871
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(1,553	)		(47,633	)		(14,394	)		-			(63,580	)
Payments for businesses and intangibles acquired, net of cash acquired		-			(250,912	)		(58,096	)		-			(309,008	)
Investments in affiliates		(50	)		-			-			-			(50	)
Net cash used in investing activities from continuing operations		(1,603	)		(298,545	)		(72,490	)		-			(372,638	)
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from new borrowings		680,000			-			-			-			680,000
Repayment of long-term borrowings		(375,000	)		-			-			-			(375,000	)
Debt issuance and amendment fees		(6,400	)		-			-			-			(6,400	)
Proceeds from stock compensation plans		7,609			-			-			-			7,609
Dividends		(55,917	)		-			-			-			(55,917	)
Payments to minority interest shareholders		-			-			(736	)		-			(736	)
Payments for contingent consideration		-			(14,802	)		(2,156	)		-			(16,958	)
Intercompany transactions		(141,614	)		137,304			4,310			-			-
Intercompany dividends paid		-			(17,400	)		(130,502	)		147,902			-
Net cash provided by (used in) financing activities from continuing operations		108,678			105,102			(129,084	)		147,902			232,598
Cash Flows from Discontinued Operations:
Net cash used in operating activities		(2,727	)		-			(600	)		-			(3,327	)
Net cash used in discontinued operations		(2,727	)		-			(600	)		-			(3,327	)
Effect of exchange rate changes on cash and cash equivalents		-			-			8,441			-			8,441
Net (decrease) increase in cash and cash equivalents		(28,111	)		12,511			110,545			-			94,945
Cash and cash equivalents at the beginning of the period		70,860			1,989			264,190			-			337,039
Cash and cash equivalents at the end of the period	$	42,749		$	14,500		$	374,735		$	-		$	431,984

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2012
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(178,782	)	$	310,736		$	160,802		$	(98,903	)	$	193,853
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(7,352	)		(39,118	)		(18,924	)		-			(65,394	)
Proceeds from sales of businesses and assets, net of cash sold		4,301			45,204			17,155			-			66,660
Payments for businesses and intangibles acquired, net of cash acquired		-			(105,195	)		(264,249	)		-			(369,444	)
Investments in affiliates		(80	)		-			-			-			(80	)
Net cash used in investing activities from continuing operations		(3,131	)		(99,109	)		(266,018	)		-			(368,258	)
Cash Flows from Financing Activities of Continuing Operations:
Decrease in notes payable and current borrowings		-			(421	)		(285	)		-			(706	)
Proceeds from stock compensation plans		9,003			-			-			-			9,003
Dividends		(55,589	)		-			-			-			(55,589	)
Payments for contingent consideration		-			(16,289	)		(1,307	)		-			(17,596	)
Intercompany transactions		196,850			(177,900	)		(18,950	)		-			-
Intercompany dividends paid		-			(16,900	)		(82,003	)		98,903			-
Net cash provided by (used in) financing activities from continuing operations		150,264			(211,510	)		(102,545	)		98,903			(64,888	)
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(12,022	)		4,223			-			-			(7,799	)
Net cash used in investing activities		-			(2,351	)		-			-			(2,351	)
Net cash (used in) provided by discontinued operations		(12,022	)		1,872			-			-			(10,150	)
Effect of exchange rate changes on cash and cash equivalents		-			-			2,394			-			2,394
Net (decrease) increase in cash and cash equivalents		(43,671	)		1,989			(205,367	)		-			(247,049	)
Cash and cash equivalents at the beginning of the period		114,531			-			469,557			-			584,088
Cash and cash equivalents at the end of the period	$	70,860		$	1,989		$	264,190		$	-		$	337,039

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2011
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(107,279	)	$	234,145		$	71,115		$	(103,624	)	$	94,357
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(3,167	)		(25,840	)		(15,575	)		-			(44,582	)
Payments for businesses and intangibles acquired, net of cash acquired		-			(24,623	)		-			-			(24,623	)
Proceeds from sales of businesses and assets, net of cash sold		-			58,986			317,039			-			376,025
Investments in affiliates		(150	)		-			-			-			(150	)
Net cash (used in) provided by investing activities from continuing operations		(3,317	)		8,523			301,464			-			306,670
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		515,000			-			-			-			515,000
Repayment of long-term borrowings		(455,800	)		-			-			-			(455,800	)
Debt extinguishment, issuance and amendment fees		(18,518	)		-			-			-			(18,518	)
Decrease (increase) in notes payable and current borrowings		(25,000	)		-			286			-			(24,714	)
Proceeds from stock compensation plans		34,009			-			-			-			34,009
Dividends		(55,136	)		-			-			-			(55,136	)
Payments for contingent consideration		-			(5,947	)		-			-			(5,947	)
Intercompany transactions		220,302			(227,222	)		6,920			-			-
Intercompany dividends paid		-			(18,300	)		(85,324	)		103,624			-
Net cash provided by (used in) financing activities from continuing operations		214,857			(251,469	)		(78,118	)		103,624			(11,106	)
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(12,359	)		9,306			3,174			-			121
Net cash used in investing activities		(3	)		(505	)		(2,367	)		-			(2,875	)
Net cash (used in) provided by discontinued operations		(12,362	)		8,801			807			-			(2,754	)
Effect of exchange rate changes on cash and cash equivalents		-			-			(11,531	)		-			(11,531	)
Net increase in cash and cash equivalents		91,899			-			283,737			-			375,636
Cash and cash equivalents at the beginning of the period		22,632			-			185,820			-			208,452
Cash and cash equivalents at the end of the period	$	114,531		$	-		$	469,557		$	-		$	584,088