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 months ended April 1, 2018 and April 2, 2017, condensed consolidating balance sheets as of April 1, 2018 and December 31, 2017 and condensed consolidating statements of cash flows for the three months ended April 1, 2018 and April 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 was 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 April 1, 2018
	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	379,419	$	320,009	$	(112,198	)	$	587,230
Cost of goods sold	—			217,604		142,008		(103,652		)	255,960
Gross profit	—			161,815		178,001		(8,546		)	331,270
Selling, general and administrative expenses	9,181			130,914		75,771		(529		)	215,337
Research and development expenses	227			19,368		6,432		—			26,027
Restructuring charges	—			908		2,155		—			3,063
(Loss) income from continuing operations before interest and taxes	(9,408		)	10,625		93,643		(8,017		)	86,843
Interest, net	22,141			2,931		598		—			25,670
(Loss) income from continuing operations before taxes	(31,549		)	7,694		93,045		(8,017		)	61,173
(Benefit) taxes on (loss) income from continuing operations	(13,192		)	6,423		14,177		(1,166		)	6,242
Equity in net income of consolidated subsidiaries	74,567			76,876		293		(151,736		)	—
Income from continuing operations	56,210			78,147		79,161		(158,587		)	54,931
Operating (loss) income from discontinued operations	(44		)	—		1,279		—			1,235
Tax benefit on loss from discontinued operations	(18		)	—		—		—			(18		)
(Loss) income from discontinued operations	(26		)	—		1,279		—			1,253
Net income	56,184			78,147		80,440		(158,587		)	56,184
Other comprehensive income	82,690			70,119		87,227		(157,346		)	82,690
Comprehensive income	$	138,874		$	148,266	$	167,667	$	(315,933	)	$	138,874




	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	24,273			(7,562		)	846		—			17,557
Loss on extinguishment of debt	5,582			—			—		—			5,582
(Loss) income from continuing operations before taxes	(50,609		)	20,601			68,752		(1,064		)	37,680
(Benefit) taxes on (loss) income from continuing operations	(21,333		)	5,911			12,229		524			(2,669		)
Equity in net income of consolidated subsidiaries	69,625			55,802			216		(125,643		)	—
Income from continuing operations	40,349			70,492			56,739		(127,231		)	40,349
Operating loss from discontinued operations	(282		)	—			—		—			(282		)
Tax benefit on loss from discontinued operations	(103		)	—			—		—			(103		)
Loss from discontinued operations	(179		)	—			—		—			(179		)
Net income	40,170			70,492			56,739		(127,231		)	40,170
Other comprehensive income	49,600			49,404			53,901		(103,305		)	49,600
Comprehensive income	$	89,770		$	119,896		$	110,640	$	(230,536	)	$	89,770

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS



	April 1, 2018
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	28,407	$	10,200	$	340,265	$	—		$	378,872
Accounts receivable, net	2,822		35,826		315,300		5,192			359,140
Accounts receivable from consolidated subsidiaries	25,239		994,384		346,925		(1,366,548		)	—
Inventories, net	—		246,289		192,343		(34,956		)	403,676
Prepaid expenses and other current assets	15,470		12,482		21,064		3,982			52,998
Prepaid taxes	—		—		7,234		—			7,234
Assets held for sale	—		3,239		—		—			3,239
Total current assets	71,938		1,302,420		1,223,131		(1,392,330		)	1,205,159
Property, plant and equipment, net	2,340		205,115		182,064		—			389,519
Goodwill	—		1,247,150		1,017,297		—			2,264,447
Intangibles assets, net	—		1,333,983		1,056,572		—			2,390,555
Investments in consolidated subsidiaries	5,963,828		1,827,988		19,723		(7,811,539		)	—
Deferred tax assets	—		—		6,230		(2,261		)	3,969
Notes receivable and other amounts due from consolidated subsidiaries	2,171,364		2,189,631		—		(4,360,995		)	—
Other assets	30,864		6,426		9,661		—			46,951
Total assets	$	8,240,334	$	8,112,713	$	3,514,678	$	(13,567,125	)	$	6,300,600
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	27,500	$	—	$	50,000	$	—		$	77,500
Accounts payable	2,954		45,416		36,316		—			84,686
Accounts payable to consolidated subsidiaries	1,014,612		275,625		76,311		(1,366,548		)	—
Accrued expenses	20,314		33,152		47,662		—			101,128
Current portion of contingent consideration	—		162,061		—		—			162,061
Payroll and benefit-related liabilities	15,618		24,212		40,588		—			80,418
Accrued interest	20,463		—		40		—			20,503
Income taxes payable	936		—		13,730		(1,166		)	13,500
Other current liabilities	1,466		5,355		5,157		—			11,978
Total current liabilities	1,103,863		545,821		269,804		(1,367,714		)	551,774
Long-term borrowings	2,154,217		—		—		—			2,154,217
Deferred tax liabilities	88,632		270,305		260,035		(2,261		)	616,711
Pension and postretirement benefit liabilities	66,986		32,393		18,495		—			117,874
Noncurrent liability for uncertain tax positions	1,396		8,237		2,995		—			12,628
Notes payable and other amounts due to consolidated subsidiaries	2,114,287		2,048,841		197,867		(4,360,995		)	—
Noncurrent contingent consideration	—		108,727		11,069		—			119,796
Other liabilities	150,453		5,802		10,845		—			167,100
Total liabilities	5,679,834		3,020,126		771,110		(5,730,970		)	3,740,100
Total shareholders' equity	2,560,500		5,092,587		2,743,568		(7,836,155		)	2,560,500
Total liabilities and shareholders' equity	$	8,240,334	$	8,112,713	$	3,514,678	$	(13,567,125	)	$	6,300,600



	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



	Three Months Ended April 1, 2018
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(108,377	)	$	134,198		$	61,027		$	86,848
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(159		)	(5,015		)	(10,573		)	(15,747		)
Payments for businesses and intangibles acquired, net of cash acquired	—			—			(3,684		)	(3,684		)
Net cash used in investing activities from continuing operations	(159		)	(5,015		)	(14,257		)	(19,431		)
Cash flows from financing activities of continuing operations:
Reduction in borrowings	(18,500		)	—			—			(18,500		)
Debt extinguishment, issuance and amendment fees	(74		)	—			—			(74		)
Net proceeds from share based compensation plans and the related tax impacts	1,400			—			—			1,400
Payments for contingent consideration	—			(91		)	—			(91		)
Dividends paid	(15,447		)	—			—			(15,447		)
Intercompany transactions	131,967			(127,825		)	(4,142		)	—
Net cash provided by (used in) financing activities from continuing operations	99,346			(127,916		)	(4,142		)	(32,712		)
Cash flows from discontinued operations:
Net cash used in operating activities	(206		)	—			—			(206		)
Net cash used in discontinued operations	(206		)	—			—			(206		)
Effect of exchange rate changes on cash and cash equivalents	—			—			10,815			10,815
Net (decrease) increase in cash and cash equivalents	(9,396		)	1,267			53,443			45,314
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	$	28,407		$	10,200		$	340,265		$	378,872



	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