Condensed Consolidated Guarantor Financial Information (Tables)

6 Months Ended

Jun. 29, 2014

Condensed Consolidating Financial Statement Adjustments

The following table illustrates the increase/(decrease) to the previously reported amounts for the six months ended June 30, 2013:

	Six Months Ended June 30, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Cash Flows from Operating Activities of Continuing     Operations	$	1,200		$	46,389		$	3,738		$	(51,327	)	$	—
Cash Flows from Financing Activities of Continuing     Operations:
Intercompany transactions		(1,200	)		(28,989	)		30,189			—			—
Intercompany dividends paid		—			(17,400	)		(33,927	)		51,327			—
Cash Flows from Financing Activities of Continuing    Operations	$	(1,200	)	$	(46,389	)	$	(3,738	)	$	51,327		$	—

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

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  

	Three Months Ended June 29, 2014
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	-		$	290,280		$	317,651		$	(139,826	)	$	468,105
Cost of goods sold		-			176,028			177,009			(129,020	)		224,017
Gross profit		-			114,252			140,642			(10,806	)		244,088
Selling, general and administrative expenses		11,025			76,575			59,135			108			146,843
Research and development expenses		-			12,885			1,985			-			14,870
Restructuring and other impairment charges		-			8,679			(1,056	)		-			7,623
Income (loss) from continuing operations    before interest, and taxes		(11,025	)		16,113			80,578			(10,914	)		74,752
Interest expense		35,155			(20,740	)		1,647			-			16,062
Interest income		-			-			(146	)		-			(146	)
Income (loss) from continuing operations    before taxes		(46,180	)		36,853			79,077			(10,914	)		58,836
Taxes (benefit) on income (loss) from continuing    operations		(15,710	)		13,535			14,344			(2,163	)		10,006
Equity in net income of consolidated subsidiaries		78,802			57,250			98			(136,150	)		-
Income from continuing operations		48,332			80,568			64,831			(144,901	)		48,830
Operating loss from discontinued operations		(1,594	)		-			-			-			(1,594	)
Taxes (benefit) on income (loss) from    discontinued operations		(514	)		-			45			-			(469	)
Loss from discontinued operations		(1,080	)		-			(45	)		-			(1,125	)
Net income		47,252			80,568			64,786			(144,901	)		47,705
Less: Income from continuing operations    attributable to noncontrolling interests		-			-			453			-			453
Net income attributable to common    shareholders		47,252			80,568			64,333			(144,901	)		47,252
Other comprehensive income (loss) attributable    to common shareholders		1,862			(2,607	)		(2,264	)		4,871			1,862
Comprehensive income attributable    to common shareholders	$	49,114		$	77,961		$	62,069		$	(140,030	)	$	49,114

	Three Months Ended June 30, 2013
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	-		$	248,012		$	239,147		$	(67,100	)	$	420,059
Cost of goods sold		-			143,732			136,322			(69,485	)		210,569
Gross profit		-			104,280			102,825			2,385			209,490
Selling, general and administrative expenses		14,899			59,336			42,418			(400	)		116,253
Research and development expenses		-			14,082			2,442			-			16,524
Restructuring and other impairment charges		-			1,511			11,451			-			12,962
Income (loss) from continuing operations before    interest, and taxes		(14,899	)		29,351			46,514			2,785			63,751
Interest expense		33,655			(21,017	)		1,787			-			14,425
Interest income		3			-			(160	)		-			(157	)
Income (loss) from continuing operations    before taxes		(48,557	)		50,368			44,887			2,785			49,483
Taxes (benefit) on income (loss) from continuing    operations		(17,287	)		13,729			9,515			125			6,082
Equity in net income of consolidated subsidiaries		74,433			31,599			-			(106,032	)		-
Income from continuing operations		43,163			68,238			35,372			(103,372	)		43,401
Operating loss from discontinued operations		(1,026	)		-			-			-			(1,026	)
Taxes (benefit) on income (loss) from    discontinued operations		(304	)		-			44			-			(260	)
Loss from discontinued operations		(722	)		-			(44	)		-			(766	)
Net income		42,441			68,238			35,328			(103,372	)		42,635
Less: Income from continuing operations    attributable to noncontrolling interests		-			-			194			-			194
Net income attributable to common    shareholders		42,441			68,238			35,134			(103,372	)		42,441
Other comprehensive income (loss) attributable     to common shareholders		(5,234	)		(1,224	)		(3,559	)		4,783			(5,234	)
Comprehensive income attributable    to common shareholders	$	37,207		$	67,014		$	31,575		$	(98,589	)	$	37,207

	Six Months Ended June 29, 2014
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	-		$	552,705		$	566,088		$	(212,142	)	$	906,651
Cost of goods sold		-			328,396			314,882			(201,874	)		441,404
Gross profit		-			224,309			251,206			(10,268	)		465,247
Selling, general and administrative expenses		21,803			157,970			107,056			311			287,140
Research and development expenses		-			24,895			4,037			-			28,932
Restructuring and other impairment charges		-			8,491			6,912			-			15,403
Income (loss) from continuing operations    before interest, and taxes		(21,803	)		32,953			133,201			(10,579	)		133,772
Interest expense		68,881			(40,647	)		3,232			-			31,466
Interest income		-			-			(333	)		-			(333	)
Income (loss) from continuing operations    before taxes		(90,684	)		73,600			130,302			(10,579	)		102,639
Taxes (benefit) on income (loss) from continuing    operations		(31,130	)		30,753			23,176			(4,259	)		18,540
Equity in net income of consolidated subsidiaries		142,926			100,358			192			(243,476	)		-
Income from continuing operations		83,372			143,205			107,318			(249,796	)		84,099
Operating loss from discontinued operations		(1,619	)		-			-			-			(1,619	)
Taxes (benefit) on income (loss) from    discontinued operations		(457	)		-			88			-			(369	)
Loss from discontinued operations		(1,162	)		-			(88	)		-			(1,250	)
Net income		82,210			143,205			107,230			(249,796	)		82,849
Less: Income from continuing operations    attributable to noncontrolling interests		-			-			639			-			639
Net income attributable to common    shareholders		82,210			143,205			106,591			(249,796	)		82,210
Other comprehensive income attributable to    common shareholders		6,607			4,621			6,259			(10,880	)		6,607
Comprehensive income attributable    to common shareholders	$	88,817		$	147,826		$	112,850		$	(260,676	)	$	88,817

	Six Months Ended June 30, 2013
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	-		$	502,868		$	469,952		$	(140,884	)	$	831,936
Cost of goods sold		-			296,436			267,895			(142,405	)		421,926
Gross profit		-			206,432			202,057			1,521			410,010
Selling, general and administrative expenses		31,827			126,492			85,090			(206	)		243,203
Research and development expenses		-			27,089			4,442			-			31,531
Restructuring and other impairment charges		-			9,278			12,843			-			22,121
Income (loss) from continuing operations before    interest, and taxes		(31,827	)		43,573			99,682			1,727			113,155
Interest expense		67,190			(42,144	)		3,572			-			28,618
Interest income		(3	)		-			(311	)		-			(314	)
Income (loss) from continuing operations    before taxes		(99,014	)		85,717			96,421			1,727			84,851
Taxes (benefit) on income (loss) from continuing    operations		(35,746	)		27,980			20,739			776			13,749
Equity in net income of consolidated subsidiaries		134,253			65,749			-			(200,002	)		-
Income from continuing operations		70,985			123,486			75,682			(199,051	)		71,102
Operating loss from discontinued operations		(2,152	)		-			368			-			(1,784	)
Taxes (benefit) on income (loss) from    discontinued operations		(646	)		-			90			-			(556	)
Loss from discontinued operations		(1,506	)		-			278			-			(1,228	)
Net income (loss)		69,479			123,486			75,960			(199,051	)		69,874
Less: Income from continuing operations    attributable to noncontrolling interests		-			-			395			-			395
Net income (loss) attributable to common    shareholders		69,479			123,486			75,565			(199,051	)		69,479
Other comprehensive income attributable to    common shareholders		(30,710	)		(33,350	)		(27,372	)		60,722			(30,710	)
Comprehensive income (loss) attributable    to common shareholders	$	38,769		$	90,136		$	48,193		$	(138,329	)	$	38,769

Condensed Consolidating Balance Sheets

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 29, 2014
	Parent		Guarantor		Non-Guarantor					Condensed
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	31,283	$	3,235	$	202,864	$	-		$	237,382
Accounts receivable, net		1,192		10,588		286,779		3,161			301,720
Accounts receivable from consolidated    subsidiaries		40,046		2,750,172		263,688		(3,053,906	)		-
Inventories, net		-		208,536		173,908		(25,977	)		356,467
Prepaid expenses and other current assets		13,916		5,175		19,295		-			38,386
Prepaid taxes		30,402		-		17,239		-			47,641
Deferred tax assets		20,136		19,051		11,314		(4	)		50,497
Assets held for sale		2,901		1,034		5,226		-			9,161
Total current assets		139,876		2,997,791		980,313		(3,076,726	)		1,041,254
Property, plant and equipment, net		3,939		193,017		146,452		-			343,408
Goodwill		-		703,258		670,098		-			1,373,356
Intangibles assets, net		-		722,652		511,253		-			1,233,905
Investments in affiliates		5,637,719		1,354,463		21,374		(7,012,091	)		1,465
Deferred tax assets		33,425		-		4,454		(36,935	)		944
Notes receivable and other amounts due from    consolidated subsidiaries		963,322		978,447		-		(1,941,769	)		-
Other assets		29,319		7,628		32,554		-			69,501
Total assets	$	6,807,600	$	6,957,256	$	2,366,498	$	(12,067,521	)	$	4,063,833
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	357,573	$	-	$	4,700	$	-		$	362,273
Accounts payable		5,582		34,483		33,468		-			73,533
Accounts payable to consolidated    subsidiaries		2,661,371		190,790		201,745		(3,053,906	)		-
Accrued expenses		17,280		18,855		43,905		-			80,040
Current portion of contingent consideration		-		2,959		-		-			2,959
Payroll and benefit-related liabilities		16,472		14,501		35,596		-			66,569
Accrued interest		9,989		-		2		-			9,991
Income taxes payable		-		-		21,817		-			21,817
Other current liabilities		635		29,153		5,524		(4	)		35,308
Total current liabilities		3,068,902		290,741		346,757		(3,053,910	)		652,490
Long-term borrowings		700,000		-		-		-			700,000
Deferred tax liabilities		-		491,345		63,022		(36,934	)		517,433
Pension and other postretirement benefit    liabilities		50,913		33,555		17,726		-			102,194
Noncurrent liability for uncertain tax positions		12,649		17,394		26,644		-			56,687
Notes payable and other amounts due from    consolidated subsidiaries		973,020		872,248		104,242		(1,949,510	)		-
Other liabilities		19,839		17,986		12,825		-			50,650
Total liabilities		4,825,323		1,723,269		571,216		(5,040,354	)		2,079,454
Total common shareholders' equity		1,982,277		5,233,987		1,793,180		(7,027,167	)		1,982,277
Noncontrolling interest		-		-		2,102		-			2,102
Total equity		1,982,277		5,233,987		1,795,282		(7,027,167	)		1,984,379
Total liabilities and equity	$	6,807,600	$	6,957,256	$	2,366,498	$	(12,067,521	)	$	4,063,833

	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 from    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

Condensed Consolidating Statements of Cash Flows

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Six Months Ended June 29, 2014
	Parent			Guarantor			Non-Guarantor						Condensed
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating    activities from continuing operations	$	(49,306	)	$	277,376		$	(33,864	)	$	(74,045	)	$	120,161
Cash Flows from Investing Activities of    Continuing Operations:
Expenditures for property, plant and equipment		(2,019	)		(14,080	)		(14,751	)		-			(30,850	)
Proceeds from sale of assets and investments		1,669			2,470			-			-			4,139
Payments for businesses and intangibles      acquired, net of cash acquired		-			-			(28,535	)		-			(28,535	)
Investments in affiliates		(60	)		-			-			-			(60	)
Intercompany dividends received		-			-			229,782			(229,782	)		-
Net cash used in investing activities    from continuing operations		(410	)		(11,610	)		186,496			(229,782	)		(55,306	)
Cash Flows from Financing Activities of    Continuing Operations:
Proceeds from long-term borrowings		250,000			-			-			-			250,000
Repayment of long-term borrowings		(480,000	)		-			-			-			(480,000	)
Debt issuance fees		(3,275	)		-			-			-			(3,275	)
Proceeds from share based  compensation            plans and the related tax impacts		2,391			-			-			-			2,391
Payments to noncontrolling interest shareholders					-			(1,094	)		-			(1,094	)
Dividends		(28,093	)		-			-			-			(28,093	)
Intercompany transactions		298,758			(277,031	)		(21,727	)		-			-
Intercompany dividends paid		-			-			(303,827	)		303,827			-
Net cash provided by (used in) financing    activities from continuing operations		39,781			(277,031	)		(326,648	)		303,827			(260,071	)
Cash Flows from Discontinued Operations:
Net cash used in operating activities		(1,531	)		-			-			-			(1,531	)
Net cash used in discontinued operations		(1,531	)		-			-			-			(1,531	)
Effect of exchange rate changes on cash and     cash equivalents		-			-			2,145			-			2,145
Net decrease in cash and cash equivalents		(11,466	)		(11,265	)		(171,871	)		-			(194,602	)
Cash and cash equivalents at the beginning of     the period		42,749			14,500			374,735			-			431,984
Cash and cash equivalents at the end of the     period	$	31,283		$	3,235		$	202,864		$	-		$	237,382

	Six Months Ended June 30, 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	$	(58,665	)	$	92,513		$	73,722		$	(51,327	)	$	56,243
Cash Flows from Investing Activities of    Continuing Operations:
Expenditures for property, plant and equipment		(711	)		(28,617	)		(7,569	)		-			(36,897	)
Payments for businesses and intangibles    acquired, net of cash acquired		-			1,500			(38,454	)		-			(36,954	)
Investments in affiliates		(50	)		-			-			-			(50	)
Net cash used in investing activities    from continuing operations		(761	)		(27,117	)		(46,023	)		-			(73,901	)
Cash Flows from Financing Activities of    Continuing Operations:
Proceeds from share based compensation     plans and the related tax impacts		3,892			-			-			-			3,892
Payments to noncontrolling interest shareholders		-			-			(736	)		-			(736	)
Payments for contingent consideration		-			(7,922	)		(1,565	)		-			(9,487	)
Dividends		(27,944	)		-			-			-			(27,944	)
Intercompany transactions		41,548			(42,063	)		515			-			-
Intercompany dividends paid		-			(17,400	)		(33,927	)		51,327			-
Net cash provided by (used in)    financing activities from    continuing operations		17,496			(67,385	)		(35,713	)		51,327			(34,275	)
Cash Flows from Discontinued Operations:
Net cash used in operating activities		(837	)		-			(600	)		-			(1,437	)
Net cash used in discontinued operations		(837	)		-			(600	)		-			(1,437	)
Effect of exchange rate changes on cash and     cash equivalents		-			-			(2,251	)		-			(2,251	)
Net decrease in cash and cash equivalents		(42,767	)		(1,989	)		(10,865	)		-			(55,621	)
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	$	28,093		$	-		$	253,325		$	-		$	281,418