Note 18 — Condensed consolidated guarantor financial information

In June 2011, Teleflex Incorporated (referred to below as “Parent Company”) issued $250 million of 6.875% senior subordinated notes through a registered public offering. The notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is 100% owned by the Parent Company. The Company’s condensed consolidated statements of income (loss) and comprehensive income (loss) and condensed consolidated statements of cash flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010 and condensed consolidated balance sheets as of December 31, 2012 and December 31, 2011, each of which are set forth below, provide consolidated information for:

Parent Company, the issuer of the guaranteed obligations;

Guarantor Subsidiaries, on a combined basis;

Non-guarantor subsidiaries, on a combined basis; and

Parent Company and its subsidiaries on a consolidated basis.

The same accounting policies as described in the consolidated financial statements are used by each entity in the condensed consolidated financial information, except for the use by the Parent Company and Guarantor Subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.

Consolidating entries and eliminations in the following 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 CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)


	Year Ended December 31, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed 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	)


	Year Ended December 31, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed 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


	Year Ended December 31, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	893,671		$	756,517		$	(252,466	)	$	1,397,722
Cost of goods sold		—			504,802			459,698			(245,617	)		718,883

Gross profit		—			388,869			296,819			(6,849	)		678,839
Selling, general and administrative expenses		42,335			232,728			128,402			170			403,635
Research and development expenses		—			37,092			5,288			—			42,380
Restructuring and other impairment charges		458			2,098			319			—			2,875
Net (gain) loss on sales of businesses and assets		(420	)		262			(183	)		—			(341	)

Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes		(42,373	)		116,689			162,993			(7,019	)		230,290
Interest expense		133,873			(75,472	)		21,388			—			79,789
Interest income		(3	)		(141	)		(575	)		—			(719	)
Loss on extinguishments of debt		46,630			—			—			—			46,630

Income (loss) from continuing operations before taxes		(222,873	)		192,302			142,180			(7,019	)		104,590
Taxes (benefit) on income (loss) from continuing operations		(84,729	)		49,417			54,481			(2,251	)		16,918
Equity in net income of consolidated subsidiaries		323,824			135,392			—			(459,216	)		—

Income from continuing operations		185,680			278,277			87,699			(463,984	)		87,672

Operating income from discontinued operations		13,999			15,180			139,650			—			168,829
Taxes (benefit) on income from discontinued operations		(1,415	)		7,624			47,837			—			54,046

Income from discontinued operations		15,414			7,556			91,813			—			114,783

Net income		201,094			285,833			179,512			(463,984	)		202,455
Less: Income from continuing operations attributable to noncontrolling interests		—			—			861			—			861
Income from discontinued operations attributable to noncontrolling interest		—			—			500			—			500

Net income attributable to common shareholders		201,094			285,833			178,151			(463,984	)		201,094
Other comprehensive income (loss) attributable to common shareholders		(17,760	)		(11,721	)		(27,334	)		39,055			(17,760	)

Comprehensive income attributable to common shareholders	$	183,334		$	274,112		$	150,817		$	(424,929	)	$	183,334

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS


	December 31, 2012
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	70,860	$	1,989	$	264,190	$	—		$	337,039
Accounts receivable, net		2,147		774,280		511,609		(990,060	)		297,976
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		27,130		6,810		(1,045	)		46,882
Assets held for sale		—		2,738		5,225		—			7,963

Total current assets		105,842		1,014,179		959,192		(1,010,134	)		1,069,079
Property, plant and equipment, net		7,258		168,451		122,236		—			297,945
Goodwill		—		702,947		546,509		—			1,249,456
Intangibles assets, net		—		782,631		276,161		—			1,058,792
Investments in affiliates		5,226,567		1,281,201		21,379		(6,527,081	)		2,066
Deferred tax assets		59,644		—		3,197		(62,545	)		296
Other assets		33,937		2,707,264		720,184		(3,399,522	)		61,863

Total assets	$	5,433,248	$	6,656,673	$	2,648,858	$	(10,999,282	)	$	3,739,497

LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	—	$	—	$	4,700	$	—		$	4,700
Accounts payable		80,495		873,754		114,140		(993,224	)		75,165
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
Derivative liabilities		598		—		—		—			598
Accrued interest		9,413		—		5		—			9,418
Income taxes payable		—		—		18,709		(3,136	)		15,573
Current liability for uncertain tax positions		—		427		4,257		—			4,684
Deferred tax liabilities		—		704		1,265		(1,045	)		924

Total current liabilities		126,477		936,270		209,063		(997,405	)		274,405
Long-term borrowings		965,280		—		—		—			965,280
Deferred tax liabilities		—		427,146		54,664		(62,544	)		419,266
Pension and other postretirement benefit liabilities		114,257		37,269		19,420		—			170,946
Noncurrent liability for uncertain tax positions		13,131		28,440		26,721		—			68,292
Other liabilities		2,435,153		35,543		991,327		(3,402,252	)		59,771

Total liabilities		3,654,298		1,464,668		1,301,195		(4,462,201	)		1,957,960
Total common shareholders’ equity		1,778,950		5,192,005		1,345,076		(6,537,081	)		1,778,950
Noncontrolling interest		—		—		2,587		—			2,587

Total equity		1,778,950		5,192,005		1,347,663		(6,537,081	)		1,781,537

Total liabilities and equity	$	5,433,248	$	6,656,673	$	2,648,858	$	(10,999,282	)	$	3,739,497


	December 31, 2011
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	114,531	$	—	$	469,557	$	—		$	584,088
Accounts receivable, net		269		304,813		464,834		(483,690	)		286,226
Inventories, net		—		201,147		107,188		(9,560	)		298,775
Prepaid expenses and other current assets		7,203		3,675		22,527		—			33,405
Prepaid taxes		24,006		—		4,869		(29	)		28,846
Deferred tax assets		8,659		26,886		5,883		(414	)		41,014
Assets held for sale		—		2,738		5,164		—			7,902

Total current assets		154,668		539,259		1,080,022		(493,693	)		1,280,256
Property, plant and equipment, net		8,208		149,300		94,404		—			251,912
Goodwill		—		1,001,353		437,189		—			1,438,542
Intangibles assets, net		—		711,962		167,825		—			879,787
Investments in affiliates		5,244,275		922,208		20,327		(6,184,802	)		2,008
Deferred tax assets		65,400		—		2,387		(67,509	)		278
Other assets		42,183		2,534,124		164,662		(2,669,649	)		71,320

Total assets	$	5,514,734	$	5,858,206	$	1,966,816	$	(9,415,653	)	$	3,924,103

LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	—	$	—	$	4,986	$	—		$	4,986
Accounts payable		101,907		387,612		64,694		(487,121	)		67,092
Accrued expenses		23,208		21,454		29,545		—			74,207
Current portion of contingent consideration		—		3,953		—		—			3,953
Payroll and benefit-related liabilities		24,031		13,867		26,488		—			64,386
Derivative liabilities		633		—		—		—			633
Accrued interest		10,948		—		12		—			10,960
Income taxes payable		—		—		21,113		(29	)		21,084
Current liability for uncertain tax positions		—		—		22,656		—			22,656
Deferred tax liabilities		—		—		1,465		(415	)		1,050

Total current liabilities		160,727		426,886		170,959		(487,565	)		271,007
Long-term borrowings		954,809		—		—		—			954,809
Deferred tax liabilities		—		433,078		55,264		(67,509	)		420,833
Pension and other postretirement benefit liabilities		145,533		34,034		15,417		—			194,984
Noncurrent liability for uncertain tax positions		12,678		18,437		30,573		—			61,688
Other liabilities		2,260,399		5,583		443,875		(2,671,858	)		37,999

Total liabilities		3,534,146		918,018		716,088		(3,226,932	)		1,941,320
Total common shareholders’ equity		1,980,588		4,940,188		1,248,533		(6,188,721	)		1,980,588
Noncontrolling interest		—		—		2,195		—			2,195

Total equity		1,980,588		4,940,188		1,250,728		(6,188,721	)		1,982,783

Total liabilities and equity	$	5,514,734	$	5,858,206	$	1,966,816	$	(9,415,653	)	$	3,924,103

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(179,859	)	$	238,771		$	134,941		$	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		—			(121,484	)		(265,556	)		(387,040	)
Investments in affiliates		(80	)		—			—			(80	)

Net cash used in investing activities from continuing operations		(3,131	)		(115,398	)		(267,325	)		(385,854	)

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	)
Intercompany transactions		197,927			(122,835	)		(75,092	)		—

Net cash provided by (used in) financing activities from continuing operations		151,341			(123,256	)		(75,377	)		(47,292	)

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


	Year Ended December 31, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(108,729	)	$	147,249		$	55,837		$	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		—			(30,570	)		—			(30,570	)
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	)		2,576			301,464			300,723

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	)
Intercompany transactions		221,752			(158,626	)		(63,126	)		—

Net cash provided by (used in) financing activities from continuing operations		216,307			(158,626	)		(62,840	)		(5,159	)

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


	Year Ended December 31, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(102,497	)	$	164,368		$	81,963		$	143,834

Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(1,422	)		(19,908	)		(8,000	)		(29,330	)
Payments for businesses and intangibles acquired, net of cash acquired		—			(82	)		—			(82	)
Proceeds from sales of businesses and assets, net of cash sold		53,466			33,091			94,993			181,550

Net cash provided by investing activities from continuing operations		52,044			13,101			86,993			152,138

Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		490,000			—			—			490,000
Repayment of long-term borrowings		(716,570	)		—			—			(716,570	)
Debt extinguishment, issuance and amendment fees		(65,226	)		—			—			(65,226	)
Increase in notes payable and current borrowings		29,700			—			—			29,700
Proceeds from stock compensation plans		10,657			—			—			10,657
Payments to noncontrolling interest shareholders		—			—			(1,148	)		(1,148	)
Dividends		(54,312	)		—			—			(54,312	)
Purchase of call options		(88,000	)		—			—			(88,000	)
Proceeds from sale of warrants		59,400			—			—			59,400
Intercompany transactions		373,228			(184,527	)		(188,701	)		—

Net cash provided by (used in) financing activities from continuing operations		38,877			(184,527	)		(189,849	)		(335,499	)

Cash Flows from Discontinued Operations:
Net cash provided by operating activities		2,223			7,769			59,276			69,268
Net cash provided by (used in) investing activities		208			(711	)		(3,833	)		(4,336	)
Net cash used in financing activities		—			—			(1,128	)		(1,128	)

Net cash provided by discontinued operations		2,431			7,058			54,315			63,804

Effect of exchange rate changes on cash and cash equivalents		—			—			(4,130	)		(4,130	)

Net (decrease) increase in cash and cash equivalents		(9,145	)		—			29,292			20,147
Cash and cash equivalents at the beginning of the period		31,777			—			156,528			188,305

Cash and cash equivalents at the end of the period	$	22,632		$	—		$	185,820		$	208,452