|
(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
23-1147939
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer identification no.)
|
|
|
|
550 East Swedesford Road, Suite 400, Wayne, Pennsylvania
|
|
19087
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange On Which Registered
|
Common Stock, par value $1 per share
|
|
New York Stock Exchange
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
ý
No
¨
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
¨
No
ý
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
¨
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
¨
No
x
|
||||||
The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant (30,717,872 shares) on June 28, 2015 (the last business day of the registrant’s most recently completed fiscal second quarter) was $4,200,976,174 (1) . The aggregate market value was computed by reference to the closing price of the Common Stock on such date.
|
||||||
The registrant had 41,621,869 Common Shares outstanding as of February 19, 2016.
|
Certain provisions of the registrant’s definitive proxy statement in connection with its 2015 Annual Meeting of Stockholders, to be filed within 120 days of the close of the registrant’s fiscal year, are incorporated by reference in Part III hereof.
|
(1) For the purposes of this definition only, the registrant has defined “affiliate” as including executive officers and directors of the registrant and owners of more than five percent of the common stock of the registrant, without conceding that all such persons are “affiliates” for purposes of the federal securities laws.
|
|
•
|
changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments;
|
•
|
demand for and market acceptance of new and existing products;
|
•
|
our ability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with expectations;
|
•
|
our ability to effectively execute our restructuring programs;
|
•
|
our inability to realize savings resulting from restructuring plans and programs at anticipated levels;
|
•
|
the impact of recently passed healthcare reform legislation and changes in Medicare, Medicaid and third-party coverage and reimbursements;
|
•
|
competitive market conditions and resulting effects on revenues and pricing;
|
•
|
increases in raw material costs that cannot be recovered in product pricing;
|
•
|
global economic factors, including currency exchange rates, interest rates and sovereign debt issues;
|
•
|
difficulties entering new markets; and
|
•
|
general economic conditions.
|
ITEM 1.
|
BUSINESS
|
•
|
development of new products and product line extensions;
|
•
|
investment in new technologies and broadening their applications;
|
•
|
expansion of the use of our products in existing markets and introduction of our products into new geographic markets;
|
•
|
achievement of economies of scale as we continue to expand by leveraging our direct sales force and distribution network for new products, as well as increasing efficiencies in our sales and marketing and research and development structures and our manufacturing and distribution facilities; and
|
•
|
expansion of our product portfolio through select acquisitions, licensing arrangements and business partnerships that enhance, extend or expedite our development initiatives or our ability to increase our market share. During 2015, we completed several acquisitions of businesses that complement our anesthesia, surgical and vascular product portfolios, as well as our Asia segment. See Note 3 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
|
•
|
Arrow Central Venous Catheters (CVCs): Arrow CVCs are inserted in the neck or shoulder area and come in multiple lengths and up to four channels, or lumens. The Arrow CVC has a pressure injectable option which gives clinicians who perform contrast-enhanced CT scans the ability to use an indwelling (in the body) pressure injectable Arrow CVC to inject contrast dye for the scan without having to insert a second catheter.
|
•
|
Arrow EZ-IO Intraosseous Vascular Access System: The Arrow EZ-IO system provides vascular access for the delivery of medications and fluids via intraosseous, or in the bone, infusion when traditional vascular access is difficult or impossible. Sales of the Arrow EZ-IO system to our hospital customers are included in our Vascular North America segment results. As discussed below, sales of the Arrow EZ-IO to pre-hospital care customers, such as emergency medical service providers, are included in our Anesthesia North America segment results.
|
•
|
Arrow Peripherally Inserted Central Catheters (PICCs): Arrow PICCs are soft, flexible catheters that are inserted in the upper arm and advanced into a vein that carries blood to the heart to administer various types of intravenous medications and therapies. Arrow PICCs have a pressure injectable option that can withstand the higher pressures required by the injection of contrast media for CT scans.
|
•
|
Arrow Jugular Axillo-subclavian Central Catheters (JACCs): Arrow JACCs are designed to be inserted in the neck or shoulder area and provide an alternative to traditional CVCs and PICCs for acute care. Arrow JACCs may be used short or long term to treat patients who may have poor peripheral circulation.
|
•
|
VPS G4 Vascular Positioning System: Our VPS G4 system is an advanced vascular positioning system designed to facilitate precise placement of central venous catheters within the heart. Indicated as an alternative to chest x-ray confirmation for CVC tip placement confirmation in adult patients, the system analyzes multiple metrics, in real time, to help clinicians navigate through the circulatory system and identify the correct catheter tip placement in the heart.
|
•
|
Arrow Arterial Catheterization Sets: Our Arrow arterial catheterization sets facilitate arterial pressure monitoring and blood withdrawal for glucose, blood-gas and electrolyte measurement in a wide variety of critical care and intensive care settings.
|
•
|
Arrow Percutaneous Sheath Introducers: Our Arrow percutaneous sheath introducers are used to insert cardiovascular and other catheterization devices into the vascular system during critical care procedures.
|
•
|
Arrow OnControl® Powered Bone Marrow / Bone Access System: The Arrow OnControl powered bone access system enables access for hematology and oncology diagnostic practices. The system is used to obtain bone marrow, aspirate the bone and access bone lesions.
|
•
|
Arrow Trerotola™ Percutaneous Thrombectomy Device ("PTD"): The Arrow Trerotola PTD is used for declotting of dialysis grafts and fistulas.
|
•
|
Arrow Chronic Hemodialysis Catheters: The Arrow chronic hemodialysis catheters include both antegrade and retrograde insertion options for split, step and symmetrical tip configurations.
|
•
|
Arrow Acute Hemodialysis Catheters: Similar to the Arrow CVC portfolio, the Arrow Acute hemodialysis catheters are offered with or without ARROWg+ard antimicrobial surface treatment
|
•
|
LMA Airways: Our LMA laryngeal masks are used by anesthesiologists and emergency responders to establish an airway to channel anesthesia gas or oxygen to a patient's lungs during surgery or trauma. The LMA Protector™ Airway, our latest airway management device, is the first single-use laryngeal mask with a dual gastric drainage channel and pharyngeal chamber designed specifically to channel high volume, high pressure gastric contents away from the airway. It also integrates our Second Seal™ technology to isolate the respiratory tract from the digestive tract, reducing the risk of aspiration of gastric contents. The LMA Protector™ Airway also includes our Cuff Pilot™ technology, which enables clinicians to confirm that the inserted cuff is properly inflated and to monitor pressure levels.
|
•
|
LMA Atomization: Our LMA atomization portfolio includes products designed to facilitate atomized delivery of certain medications. Included in the portfolio is our LMA MAD Nasal™, an intranasal mucosal atomization device that is designed to provide a safe and painless way to deliver medications approved for intranasal delivery to a patient's blood stream without an intravenous line or needle.
|
•
|
RUSCH Endotracheal Tubes and Laryngoscopes: We offer a broad portfolio of products to facilitate and support endotracheal intubation to administer oxygen, and anesthetic gases in multiple settings (surgery, critical care and emergency settings). We also provide a broad range of products for laryngoscopy, a procedure that is primarily used to obtain a view of the airway to facilitate tracheal intubation during general anesthesia or cardiopulmonary resuscitation ("CPR"). Among these products is the RUSCH DispoLED Laryngoscope Handle, a single-use handle
|
•
|
Arrow Epidural Catheters, Needles and Kits: We offer a broad range of Arrow epidural products, including the Arrow FlexTip Plus epidural catheter, to facilitate epidural analgesia. Epidural analgesia may be used separately for pain management, as an adjunct to general anesthesia, as a sole technique for surgical anesthesia and for post-operative pain management.
|
•
|
Arrow Peripheral Nerve Block ("PNB") Catheters, Pumps, Needles and Kits: Our portfolio of Arrow PNB products, which includes the Arrow Stimucath and FlexBlock catheters, are designed to be used by anesthesiologists to provide localized pain relief by injecting anesthetics to deliberately interrupt the signals traveling along a nerve. Nerve blocks are used in a variety of different procedures, including orthopedics.
|
•
|
AutoFuser Disposable Pain Pumps: Our AutoFuser Disposable Pain Pumps are designed for general infusion use, which includes regional anesthesia and pain management, intra-operative (soft tissue/body cavity) sites, percutaneous, subcutaneous, epidural administration. The AutoFuser offers multiple reservoir sizes and configurations to meet a variety of clinical demands.
|
•
|
Arrow EZ-IO System: The EZ-IO system, as described in the Vascular North America segment summary above, complements our pain management product portfolio when administered in pre-hospital emergency settings.
|
•
|
Weck
®
Ligation Systems: Our Weck Ligation Systems features the Weck Ligating Clips and Hem-o-lok
®
Ligating Clips. The Weck Ligating Clips are intended for use in procedures involving vessels or anatomic structures and are sold in various sizes, types and materials. Our Hem-o-lok Ligating Clips are intended for use in procedures involving ligation of vessels or tissue structures and are sold in various sizes.
|
•
|
Weck EFx Fascial Closure System: Our Weck EFx endo fascial closure system is a port site closure device used in laparoscopic surgical procedures that is designed to minimize complications and costs associated with port-site herniation. We recently expanded this product line to include the EFx Shield fascial closure system. The Weck Facial Closure Systems are intended to facilitate placement and withdrawal of suture loops to repair port site defects following laparoscopic surgery.
|
•
|
Percutaneous Surgical Systems: Our Mini-Lap surgical instruments, which we added to our product portfolio through our December 2014 acquisition of Mini-Lap Technologies, Inc. ("Mini-Lap"), are designed to be inserted percutaneously (through the skin) to enable surgeons to perform laparoscopic surgery while reducing the need for multiple trocars (access ports). In addition, we have developed our Percuvance
TM
percutaneous surgical system with 5 mm attachments, which is indicated for the means to penetrate soft tissue to access certain areas of the human abdomen and used to grasp, hold and manipulate tissue. We received 510(k) clearance for this product in January 2015 and initiated a controlled launch of the product in the United States and Europe in 2015.
|
•
|
device listing and establishment registration;
|
•
|
adherence to the Quality System Regulation (“QSR”) which requires stringent design, testing, control, documentation, complaint handling and other quality assurance procedures;
|
•
|
labeling requirements;
|
•
|
FDA prohibitions against the promotion of off-label uses or indications;
|
•
|
adverse event and malfunction reporting;
|
•
|
post-approval restrictions or conditions, including post-approval clinical trials or other required testing;
|
•
|
post-market surveillance requirements;
|
•
|
the FDA’s recall authority, whereby it can require or ask for the recall of products from the market; and
|
•
|
voluntary corrections or removals reporting and documentation.
|
Name
|
|
Age
|
|
Positions and Offices with Company
|
|
Benson F. Smith
|
|
68
|
|
|
Chairman, President, Chief Executive Officer and Director
|
Liam J. Kelly
|
|
49
|
|
|
Executive Vice President and Chief Operating Officer
|
Thomas E. Powell
|
|
54
|
|
|
Executive Vice President and Chief Financial Officer
|
Thomas A. Kennedy
|
|
53
|
|
|
Senior Vice President, Global Operations
|
Karen T. Boylan
|
|
44
|
|
|
Vice President, Global RA/QA
|
Cameron P. Hicks
|
|
51
|
|
|
Vice President, Global Human Resources
|
James J. Leyden
|
|
49
|
|
|
Vice President, General Counsel and Secretary
|
ITEM 1A.
|
RISK FACTORS
|
•
|
identify viable new products;
|
•
|
obtain adequate intellectual property protection;
|
•
|
gain market acceptance of new products; or
|
•
|
successfully obtain regulatory approvals.
|
•
|
partial suspension or total shutdown of manufacturing;
|
•
|
product shortages;
|
•
|
delays in product manufacturing;
|
•
|
warning or untitled letters;
|
•
|
fines or civil penalties;
|
•
|
delays in obtaining new regulatory clearances or approvals;
|
•
|
withdrawal or suspension of required clearances, approvals or licenses;
|
•
|
product seizures or recalls;
|
•
|
injunctions;
|
•
|
criminal prosecution;
|
•
|
advisories or other field actions;
|
•
|
operating restrictions; and
|
•
|
prohibitions against exporting of products to, or importing products from, countries outside the United States.
|
•
|
the federal healthcare anti-kickback statute, which, among other things, prohibits persons from knowingly and willfully offering or paying remuneration to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as Medicare and Medicaid, or soliciting payment for such referrals, purchases, orders and recommendations;
|
•
|
federal false claims laws which, among other things, prohibit individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment from the federal government, including Medicare, Medicaid or other third-party payors;
|
•
|
the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits schemes to defraud any healthcare benefit program and false statements relating to healthcare matters; and
|
•
|
state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers.
|
•
|
established a 2.3% excise tax on sales of medical devices with respect to any entity that manufactures or imports specified medical devices offered for sale in the United States, although this tax has been suspended for 2016 and 2017 as a result of the enactment of the Consolidated Appropriations Act of 2016;
|
•
|
established a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in and conduct comparative clinical effectiveness research;
|
•
|
implemented payment system reforms, including a national pilot program to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain health care services through bundled payment models; and
|
•
|
created an independent payment advisory board that will submit recommendations to reduce Medicare spending if projected Medicare spending exceeds a specified growth rate.
|
•
|
exchange controls, currency restrictions and fluctuations in currency values;
|
•
|
trade protection measures;
|
•
|
potentially costly and burdensome import or export requirements;
|
•
|
laws and business practices that favor local companies;
|
•
|
changes in foreign medical reimbursement policies and procedures;
|
•
|
subsidies or increased access to capital for firms that currently are or may emerge as competitors in countries in which we have operations;
|
•
|
substantial foreign tax liabilities, including potentially negative consequences from changes in tax laws;
|
•
|
restrictions and taxes related to the repatriation of foreign earnings;
|
•
|
differing labor regulations;
|
•
|
additional United States and foreign government controls or regulations;
|
•
|
difficulties in the protection of intellectual property; and
|
•
|
unsettled political and economic conditions and possible terrorist attacks against American interests.
|
•
|
the intense competition for skilled personnel in our industry;
|
•
|
fluctuations in global economic and industry conditions;
|
•
|
changes in our organizational structure;
|
•
|
our restructuring initiatives;
|
•
|
competitors’ hiring practices; and
|
•
|
the effectiveness of our compensation programs.
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;
|
•
|
limit our ability to borrow additional funds for such general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
restrict us from exploiting business opportunities; and
|
•
|
place us at a competitive disadvantage compared to our competitors that have less indebtedness.
|
•
|
refinance all or a portion of our indebtedness on or before it matures;
|
•
|
sell assets;
|
•
|
reduce or delay capital expenditures; or
|
•
|
seek to raise additional capital.
|
•
|
incur additional indebtedness or issue disqualified stock or preferred stock;
|
•
|
create liens;
|
•
|
pay dividends, make investments or make other restricted payments;
|
•
|
sell assets;
|
•
|
use the proceeds of permitted sales of our assets;
|
•
|
merge, consolidate, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
enter into transactions with our affiliates; and
|
•
|
designate subsidiaries as unrestricted.
|
•
|
the generation, storage, use and transportation of hazardous materials;
|
•
|
emissions or discharges of substances into the environment; and
|
•
|
the health and safety of our employees.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Location
|
|
Square
Footage |
|
Owned or
Leased |
|
Olive Branch, MS
|
|
656,000
|
|
|
Leased
|
Nuevo Laredo, Mexico
|
|
277,000
|
|
|
Leased
|
Asheboro, NC
|
|
204,000
|
|
|
Owned
|
Reading, PA
|
|
166,000
|
|
|
Owned
|
Morrisville, NC
|
|
162,000
|
|
|
Leased
|
Research Triangle Park, NC
|
|
147,000
|
|
|
Owned
|
Kernan, Germany
|
|
112,000
|
|
|
Lease
|
Zdar nad Sazavou, Czech Republic
|
|
108,000
|
|
|
Owned
|
Tongeren, Belgium
|
|
108,000
|
|
|
Leased
|
Kamunting, Malaysia
|
|
102,000
|
|
|
Owned
|
Chihuahua, Mexico
|
|
100,000
|
|
|
Leased
|
Tecate, Mexico
|
|
96,000
|
|
|
Leased
|
Hradec Kralove, Czech Republic
|
|
92,000
|
|
|
Owned
|
Chelmsford, MA
|
|
91,000
|
|
|
Leased
|
Kulim, Malaysia
|
|
90,000
|
|
|
Owned
|
Arlington Heights, IL
|
|
86,000
|
|
|
Leased
|
Wayne, PA
|
|
84,000
|
|
|
Leased
|
Kamunting, Malaysia
|
|
82,000
|
|
|
Leased
|
Jaffrey, NH
|
|
81,000
|
|
|
Owned
|
Kernan, Germany
|
|
73,000
|
|
|
Owned
|
Chihuahua, Mexico
|
|
68,000
|
|
|
Leased
|
Chihuahua, Mexico
|
|
63,000
|
|
|
Owned
|
Limerick, Ireland
|
|
59,000
|
|
|
Leased
|
Everett, MA
|
|
56,000
|
|
|
Leased
|
Bad Liebenzell, Germany
|
|
53,000
|
|
|
Leased
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2015
|
|
High
|
|
Low
|
|
Dividends
|
||||||
First Quarter
|
|
$
|
123.09
|
|
|
$
|
107.45
|
|
|
$
|
0.34
|
|
Second Quarter
|
|
$
|
137.29
|
|
|
$
|
118.83
|
|
|
$
|
0.34
|
|
Third Quarter
|
|
$
|
140.50
|
|
|
$
|
122.13
|
|
|
$
|
0.34
|
|
Fourth Quarter
|
|
$
|
135.00
|
|
|
$
|
122.14
|
|
|
$
|
0.34
|
|
2014
|
|
High
|
|
Low
|
|
Dividends
|
||||||
First Quarter
|
|
$
|
106.70
|
|
|
$
|
90.15
|
|
|
$
|
0.34
|
|
Second Quarter
|
|
$
|
109.73
|
|
|
$
|
99.56
|
|
|
$
|
0.34
|
|
Third Quarter
|
|
$
|
111.24
|
|
|
$
|
103.37
|
|
|
$
|
0.34
|
|
Fourth Quarter
|
|
$
|
119.99
|
|
|
$
|
101.95
|
|
|
$
|
0.34
|
|
Company / Index
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
Teleflex Incorporated
|
|
100
|
|
|
117
|
|
|
138
|
|
|
185
|
|
|
229
|
|
|
266
|
|
S&P 500 Index
|
|
100
|
|
|
102
|
|
|
118
|
|
|
157
|
|
|
178
|
|
|
181
|
|
S&P 500 Healthcare Equipment & Supply Index
|
|
100
|
|
|
99
|
|
|
116
|
|
|
148
|
|
|
187
|
|
|
199
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
2015
(2)
|
|
2014
(2)
|
|
2013
(2)
|
|
2012
(2)
|
|
2011
(2)
|
||||||||||
|
|
(Dollars in thousands, except per share)
|
||||||||||||||||||
Statement of Income Data
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
1,809,690
|
|
|
$
|
1,839,832
|
|
|
$
|
1,696,271
|
|
|
$
|
1,551,009
|
|
|
$
|
1,492,528
|
|
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes
|
|
$
|
315,891
|
|
|
$
|
284,862
|
|
|
$
|
233,261
|
|
|
$
|
(97,375
|
)
|
(3)
|
$
|
229,570
|
|
Income (loss) from continuing operations
|
|
$
|
236,808
|
|
|
$
|
191,460
|
|
|
$
|
152,183
|
|
|
$
|
(181,782
|
)
|
(3)
|
$
|
119,322
|
|
Amounts attributable to common shareholders for income (loss) from continuing operations
|
|
$
|
235,958
|
|
|
$
|
190,388
|
|
|
$
|
151,316
|
|
|
$
|
(182,737
|
)
|
(3)
|
$
|
118,301
|
|
Per Share Data
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations — basic
|
|
$
|
5.68
|
|
|
$
|
4.60
|
|
|
$
|
3.68
|
|
|
$
|
(4.47
|
)
|
|
$
|
2.92
|
|
Income (loss) from continuing operations — diluted
|
|
$
|
4.91
|
|
|
$
|
4.10
|
|
|
$
|
3.46
|
|
|
$
|
(4.47
|
)
|
|
$
|
2.90
|
|
Cash dividends
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(4)
|
|
$
|
3,878,516
|
|
|
$
|
3,922,787
|
|
|
$
|
4,159,148
|
|
|
$
|
3,685,438
|
|
|
$
|
3,884,839
|
|
Long-term borrowings
|
|
$
|
646,000
|
|
|
$
|
700,000
|
|
|
$
|
930,000
|
|
|
$
|
965,280
|
|
|
$
|
954,809
|
|
Common shareholders’ equity
|
|
$
|
2,009,272
|
|
|
$
|
1,911,309
|
|
|
$
|
1,913,527
|
|
|
$
|
1,778,950
|
|
|
$
|
1,980,588
|
|
Statement of Cash Flows Data
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities from continuing operations
|
|
$
|
303,446
|
|
|
$
|
290,241
|
|
|
$
|
231,299
|
|
|
$
|
194,618
|
|
|
$
|
94,357
|
|
Net cash (used in) provided by investing activities from continuing operations
|
|
$
|
(154,848
|
)
|
|
$
|
(108,137
|
)
|
|
$
|
(372,638
|
)
|
|
$
|
(368,258
|
)
|
|
$
|
306,670
|
|
Net cash (used in) provided by financing activities from continuing operations
|
|
$
|
(85,583
|
)
|
|
$
|
(287,703
|
)
|
|
$
|
231,170
|
|
|
$
|
(65,653
|
)
|
|
$
|
(11,106
|
)
|
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Free cash flow
(5)
|
|
$
|
241,998
|
|
|
$
|
222,670
|
|
|
$
|
167,719
|
|
|
$
|
129,224
|
|
|
$
|
49,775
|
|
(1)
|
Amounts exclude the impact of businesses presented in our consolidated financial results as discontinued operations.
|
(2)
|
Amounts include the impact of businesses acquired during the period. See
Note 3
to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
|
(3)
|
Includes a pretax goodwill impairment charge of $332.1 million, or $315.1 million net of tax.
|
(4)
|
Includes the impact of adopting the accounting standard related to deferred tax classification issued in November 2015. See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
|
(5)
|
Free cash flow is calculated by subtracting capital expenditures from cash provided by operating activities from continuing operations. Free cash flow is considered a non-GAAP financial measure. This financial measure is used in addition to and in conjunction with results presented in accordance with generally accepted accounting principles in the United States, or GAAP, and should not be considered a substitute for net cash provided by operating activities from continuing operations, the most comparable GAAP financial measure. Management believes that free cash flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. We also use this financial measure for internal managerial purposes and to evaluate period-to-period comparisons. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not deducted from the measure. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following is a reconciliation of free cash flow to the most comparable GAAP measure.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash provided by operating activities from continuing operations
|
$
|
303,446
|
|
|
$
|
290,241
|
|
|
$
|
231,299
|
|
|
$
|
194,618
|
|
|
$
|
94,357
|
|
Less: Capital expenditures
|
61,448
|
|
|
67,571
|
|
|
63,580
|
|
|
65,394
|
|
|
44,582
|
|
|||||
Free cash flow
|
$
|
241,998
|
|
|
$
|
222,670
|
|
|
$
|
167,719
|
|
|
$
|
129,224
|
|
|
$
|
49,775
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Net Revenues
|
$
|
1,809.7
|
|
|
$
|
1,839.8
|
|
|
$
|
1,696.3
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Gross profit
|
$
|
944.4
|
|
|
$
|
942.4
|
|
|
$
|
838.9
|
|
Percentage of revenues
|
52.2
|
%
|
|
51.2
|
%
|
|
49.5
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Selling, general and administrative
|
$
|
569.0
|
|
|
$
|
578.7
|
|
|
$
|
502.2
|
|
Percentage of revenues
|
31.4
|
%
|
|
31.5
|
%
|
|
29.6
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Research and development
|
$
|
52.1
|
|
|
$
|
61.0
|
|
|
$
|
65.0
|
|
Percentage of revenues
|
2.9
|
%
|
|
3.3
|
%
|
|
3.8
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
2015 Restructuring programs
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2014 Manufacturing footprint realignment plan
|
1.7
|
|
|
9.3
|
|
|
—
|
|
|||
2014 European restructuring plan
|
(0.1
|
)
|
|
7.8
|
|
|
—
|
|
|||
Other 2014 restructuring programs
|
—
|
|
|
3.6
|
|
|
—
|
|
|||
2013 Restructuring programs
|
(0.1
|
)
|
|
0.8
|
|
|
10.2
|
|
|||
LMA restructuring program
|
—
|
|
|
(3.3
|
)
|
|
12.2
|
|
|||
Other restructuring programs - prior years
|
—
|
|
|
(0.3
|
)
|
|
5.2
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
10.9
|
|
|||
Restructuring and other impairment charges
|
$
|
7.8
|
|
|
$
|
17.9
|
|
|
$
|
38.5
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Interest expense
|
$
|
61.3
|
|
|
$
|
65.5
|
|
|
$
|
56.9
|
|
Average interest rate on debt during the year
|
3.84
|
%
|
|
4.10
|
%
|
|
3.92
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Loss on extinguishment of debt
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Effective income tax rate
|
3.2
|
%
|
|
13.0
|
%
|
|
13.4
|
%
|
|
Year Ended December 31
|
|
% Increase/(Decrease)
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||
Vascular North America
|
$
|
334.9
|
|
|
$
|
311.1
|
|
|
$
|
272.3
|
|
|
7.6
|
|
|
14.2
|
|
Anesthesia North America
|
189.2
|
|
|
183.9
|
|
|
155.8
|
|
|
2.9
|
|
|
18.0
|
|
|||
Surgical North America
|
161.3
|
|
|
150.1
|
|
|
146.1
|
|
|
7.4
|
|
|
2.8
|
|
|||
EMEA
|
514.5
|
|
|
593.1
|
|
|
557.4
|
|
|
(13.3
|
)
|
|
6.4
|
|
|||
Asia
|
241.7
|
|
|
237.7
|
|
|
207.2
|
|
|
1.7
|
|
|
14.7
|
|
|||
OEM
|
149.4
|
|
|
144.0
|
|
|
131.2
|
|
|
3.8
|
|
|
9.8
|
|
|||
All other
|
218.7
|
|
|
219.9
|
|
|
226.3
|
|
|
(0.6
|
)
|
|
(2.8
|
)
|
|||
Segment Net Revenues
|
$
|
1,809.7
|
|
|
$
|
1,839.8
|
|
|
$
|
1,696.3
|
|
|
(1.6
|
)
|
|
8.5
|
|
|
Year Ended December 31,
|
|
% Increase/(Decrease)
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||
Vascular North America
|
$
|
73.3
|
|
|
$
|
53.8
|
|
|
$
|
28.8
|
|
|
36.2
|
|
|
86.8
|
|
Anesthesia North America
|
48.3
|
|
|
34.6
|
|
|
19.5
|
|
|
39.8
|
|
|
77.4
|
|
|||
Surgical North America
|
52.5
|
|
|
49.6
|
|
|
50.4
|
|
|
5.9
|
|
|
(1.5
|
)
|
|||
EMEA
|
92.3
|
|
|
114.6
|
|
|
87.9
|
|
|
(19.5
|
)
|
|
30.4
|
|
|||
Asia
|
67.9
|
|
|
62.2
|
|
|
63.8
|
|
|
9.2
|
|
|
(2.6
|
)
|
|||
OEM
|
33.2
|
|
|
30.6
|
|
|
27.3
|
|
|
8.2
|
|
|
12.1
|
|
|||
All other
|
20.4
|
|
|
19.8
|
|
|
24.6
|
|
|
3.0
|
|
|
(19.5
|
)
|
|||
Segment Operating Profit
(1)
|
$
|
387.9
|
|
|
$
|
365.2
|
|
|
$
|
302.3
|
|
|
6.2
|
|
|
20.8
|
|
(1)
|
See
Note 16
to the consolidated financial statements included in this Annual Report on Form 10-K for a reconciliation of segment operating profit to our consolidated income from continuing operations before interest, loss on extinguishment of debt and taxes.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Cash flows from continuing operations provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
303.4
|
|
|
$
|
290.2
|
|
|
$
|
231.3
|
|
Investing activities
|
(154.8
|
)
|
|
(108.1
|
)
|
|
(372.6
|
)
|
|||
Financing activities
|
(85.6
|
)
|
|
(287.7
|
)
|
|
231.2
|
|
|||
Cash flows used in discontinued operations
|
(2.6
|
)
|
|
(3.7
|
)
|
|
(3.3
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(25.3
|
)
|
|
(19.4
|
)
|
|
8.3
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
35.1
|
|
|
$
|
(128.7
|
)
|
|
$
|
94.9
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in millions)
|
||||||
Net debt includes:
|
|
|
|
||||
Current borrowings
|
$
|
419.9
|
|
|
$
|
368.4
|
|
Long-term borrowings
|
646.0
|
|
|
700.0
|
|
||
Unamortized debt discount
|
23.0
|
|
|
36.2
|
|
||
Total debt
|
1,088.9
|
|
|
1,104.6
|
|
||
Less: Cash and cash equivalents
|
338.4
|
|
|
303.2
|
|
||
Net debt
|
$
|
750.5
|
|
|
$
|
801.4
|
|
Total capital includes:
|
|
|
|
|
|
||
Net debt
|
$
|
750.5
|
|
|
$
|
801.4
|
|
Common shareholders’ equity
|
2,009.3
|
|
|
1,911.3
|
|
||
Total capital
|
$
|
2,759.8
|
|
|
$
|
2,712.7
|
|
Percent of net debt to total capital
|
27.2
|
%
|
|
29.5
|
%
|
Market Price Per Share
|
|
Shares Issuable Upon Conversion of
Convertible Notes
|
|
Shares Issuable Upon Exercise of Warrants
|
|
Total Treasury
Stock Method Incremental Shares(1) |
|
Shares Deliverable to
Teleflex upon Settlement of the Hedge Agreements |
|
Incremental
Shares Issuable upon Concurrent Conversion of Convertible Notes, Exercise of Warrants and Settlement of the Hedge Agreements |
|||||
|
|
(Shares in thousands)
|
|||||||||||||
$70
|
|
809
|
|
|
—
|
|
|
809
|
|
|
(809
|
)
|
|
—
|
|
$85
|
|
1,817
|
|
|
795
|
|
|
2,612
|
|
|
(1,817
|
)
|
|
795
|
|
$100
|
|
2,523
|
|
|
1,654
|
|
|
4,177
|
|
|
(2,523
|
)
|
|
1,654
|
|
$115
|
|
3,045
|
|
|
2,289
|
|
|
5,334
|
|
|
(3,045
|
)
|
|
2,289
|
|
$130
|
|
3,446
|
|
|
2,778
|
|
|
6,224
|
|
|
(3,446
|
)
|
|
2,778
|
|
$145
|
|
3,765
|
|
|
3,165
|
|
|
6,930
|
|
|
(3,765
|
)
|
|
3,165
|
|
$160
|
|
4,023
|
|
|
3,480
|
|
|
7,503
|
|
|
(4,023
|
)
|
|
3,480
|
|
(1)
|
Represents the number of incremental shares that must be included in the calculation of fully diluted shares under GAAP.
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3
years |
|
4-5
years |
|
More than
5 years |
||||||||||
|
|
|
(Dollars in thousands)
|
||||||||||||||||
Total borrowings
(1)
|
$
|
1,088,941
|
|
|
$
|
442,941
|
|
|
$
|
396,000
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
Interest obligations
(2)
|
161,751
|
|
|
39,279
|
|
|
50,831
|
|
|
26,250
|
|
|
45,391
|
|
|||||
Operating lease obligations
|
120,106
|
|
|
30,191
|
|
|
45,385
|
|
|
31,020
|
|
|
13,510
|
|
|||||
Minimum purchase obligations
(3)
|
1,070
|
|
|
979
|
|
|
88
|
|
|
3
|
|
|
|
|
|||||
Pension and other postretirement benefits
|
37,102
|
|
|
5,705
|
|
|
6,672
|
|
|
6,843
|
|
|
17,882
|
|
|||||
Total contractual obligations
|
$
|
1,408,970
|
|
|
$
|
519,095
|
|
|
$
|
498,976
|
|
|
$
|
64,116
|
|
|
$
|
326,783
|
|
(1)
|
The Convertible Notes, which mature in 2017, are included in payments due in less than one year because our stock price has exceeded the amount specified to enable conversion, as described in more detail in the “Financing Arrangements” section above. Total borrowings also include
$43.3 million
under our securitization program. See
Note 8
to the consolidated financial statements included in this Annual Report on Form 10-K for additional details regarding this program.
|
(2)
|
Interest payments on floating rate debt are based on the interest rate in effect on
December 31, 2015
.
|
(3)
|
Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions based on prices
|
|
Assumed Discount Rate
|
|
Expected Return on Plan Assets
|
|
Assumed Healthcare Trend Rate
|
||||||||||||||
|
50 Basis Point Increase
|
|
50 Basis Point Decrease
|
|
50 Basis Point Change
|
|
1.0% Increase
|
|
1.0% Decrease
|
||||||||||
|
|
|
(Dollars in millions)
|
|
|
|
|
||||||||||||
Net periodic pension and postretirement healthcare expense
|
$
|
(0.4
|
)
|
|
$
|
0.4
|
|
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Projected benefit obligation
|
$
|
(29.5
|
)
|
|
$
|
32.8
|
|
|
N/A
|
|
|
$
|
3.8
|
|
|
$
|
(3.3
|
)
|
|
Year of Maturity
|
|
|
|
|
||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Fixed rate debt
(1)
|
$
|
399,641
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
649,641
|
|
Average interest rate
|
3.875
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.250
|
%
|
|
4.404
|
%
|
|||||||
Variable rate debt
|
$
|
43,300
|
|
|
$
|
—
|
|
|
$
|
396,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
439,300
|
|
Average interest rate
|
1.180
|
%
|
|
—
|
%
|
|
2.174
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.076
|
%
|
(1)
|
The Convertible Notes, which mature in 2017, are shown as maturing in 2016 because our stock price has exceeded the amount specified to enable conversion. See
Note 8
to the consolidated financial statements included in this Annual Report on Form 10-K for additional details regarding the Convertible Notes.
|
|
Buy/(Sell)
|
|||
|
(in thousands)
|
|||
|
Designated
|
Non-designated
|
||
Australian dollar
|
(1,125
|
)
|
(8,550
|
)
|
British pound
|
(3,005
|
)
|
(2,463
|
)
|
Canadian dollar
|
—
|
|
(3,186
|
)
|
Chinese renminbi
|
(65,660
|
)
|
(87,427
|
)
|
Czech koruna
|
170,145
|
|
72,527
|
|
Euro
|
(492
|
)
|
49,496
|
|
Japanese yen
|
—
|
|
(2,196,652
|
)
|
Korean won
|
—
|
|
(3,008,613
|
)
|
Malaysian ringgit
|
27,513
|
|
9,715
|
|
Mexican peso
|
183,335
|
|
(4,304
|
)
|
Singapore dollar
|
5,145
|
|
—
|
|
South African rand
|
(25,625
|
)
|
(40,193
|
)
|
Swiss franc
|
(1,455
|
)
|
—
|
|
United States dollar
|
(9,177
|
)
|
(10,335
|
)
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights |
|
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) |
|
|
(A)
|
|
(B)
|
|
(C)
|
Equity compensation plans approved by security holders
|
|
1,442,912
|
|
$86.98
|
|
4,446,967
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Consolidated Financial Statements:
|
(b)
|
Exhibits:
|
|
TELEFLEX INCORPORATED
|
||
|
|
|
|
|
By:
|
|
/s/ Benson F. Smith
|
|
|
|
Benson F. Smith
|
|
|
|
Chairman, President and Chief
Executive Officer
|
|
By:
|
|
/s/ Thomas E. Powell
|
|
|
|
Thomas E. Powell
|
|
|
|
Executive Vice President and Chief
Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
By:
|
|
/s/ George Babich, Jr.
|
|
By:
|
|
/s/ Jeffrey A. Graves
|
|
|
George Babich, Jr.
Director
|
|
|
|
Jeffrey A. Graves
Director
|
By:
|
|
/s/ Patricia C. Barron
|
|
By:
|
|
/s/ Dr. Stephen K. Klasko
|
|
|
Patricia C. Barron
Director
|
|
|
|
Dr. Stephen K. Klasko
Director
|
By:
|
|
/s/ William R. Cook
|
|
By:
|
|
/s/ Stuart A. Randle
|
|
|
William R. Cook
Director
|
|
|
|
Stuart A. Randle
Director
|
By:
|
|
/s/ Candace H. Duncan
|
|
By:
|
|
/s/ Benson F. Smith
|
|
|
Candace H. Duncan
Director
|
|
|
|
Benson F. Smith
Chairman, President, Chief Executive Officer & Director
(Principal Executive Officer)
|
By:
|
|
/s/ W. Kim Foster
|
|
|
|
|
|
|
W. Kim Foster
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
Management's Report on Internal Control Over Financial Reporting
|
F-2
|
Report of Independent Registered Public Accounting Firm
|
F-3
|
Consolidated Statements of Income for 2015, 2014 and 2013
|
F-4
|
Consolidated Statements of Comprehensive Income for 2015, 2014 and 2013
|
F-5
|
Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014
|
F-6
|
Consolidated Statements of Cash Flows for 2015, 2014 and 2013
|
F-7
|
Consolidated Statements of Changes in Equity for 2015, 2014 and 2013
|
F-8
|
Notes to Consolidated Financial Statements
|
F-9
|
Quarterly Data
|
62
|
|
Page
|
Schedule II Valuation and qualifying accounts
|
63
|
/s/ Benson F. Smith
|
|
/s/ Thomas E. Powell
|
Benson F. Smith
Chairman, President and Chief Executive Officer
|
|
Thomas E. Powell
Executive Vice President and Chief Financial Officer
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars and shares in thousands, except
per share)
|
||||||||||
Net revenues
|
$
|
1,809,690
|
|
|
$
|
1,839,832
|
|
|
$
|
1,696,271
|
|
Cost of goods sold
|
865,287
|
|
|
897,404
|
|
|
857,326
|
|
|||
Gross profit
|
944,403
|
|
|
942,428
|
|
|
838,945
|
|
|||
Selling, general and administrative expenses
|
568,982
|
|
|
578,657
|
|
|
502,187
|
|
|||
Research and development expenses
|
52,119
|
|
|
61,040
|
|
|
65,045
|
|
|||
Restructuring and other impairment charges
|
7,819
|
|
|
17,869
|
|
|
38,452
|
|
|||
Gain on sale of assets
|
(408
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
315,891
|
|
|
284,862
|
|
|
233,261
|
|
|||
Interest expense
|
61,323
|
|
|
65,458
|
|
|
56,905
|
|
|||
Interest income
|
(532
|
)
|
|
(706
|
)
|
|
(624
|
)
|
|||
Loss on extinguishment of debt
|
10,454
|
|
|
—
|
|
|
1,250
|
|
|||
Income from continuing operations before taxes
|
244,646
|
|
|
220,110
|
|
|
175,730
|
|
|||
Taxes on income from continuing operations
|
7,838
|
|
|
28,650
|
|
|
23,547
|
|
|||
Income from continuing operations
|
236,808
|
|
|
191,460
|
|
|
152,183
|
|
|||
Operating loss from discontinued operations
|
(1,730
|
)
|
|
(3,407
|
)
|
|
(2,205
|
)
|
|||
Tax (benefit) on loss from discontinued operations
|
(10,635
|
)
|
|
(698
|
)
|
|
(1,770
|
)
|
|||
Gain (loss) on discontinued operations
|
8,905
|
|
|
(2,709
|
)
|
|
(435
|
)
|
|||
Net income
|
245,713
|
|
|
188,751
|
|
|
151,748
|
|
|||
Less: Income from continuing operations attributable to noncontrolling interest
|
850
|
|
|
1,072
|
|
|
867
|
|
|||
Net income attributable to common shareholders
|
$
|
244,863
|
|
|
$
|
187,679
|
|
|
$
|
150,881
|
|
Earnings per share available to common shareholders:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
5.68
|
|
|
$
|
4.60
|
|
|
$
|
3.68
|
|
Income (loss) on discontinued operations
|
0.21
|
|
|
(0.06
|
)
|
|
(0.01
|
)
|
|||
Net income
|
$
|
5.89
|
|
|
$
|
4.54
|
|
|
$
|
3.67
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4.91
|
|
|
$
|
4.10
|
|
|
$
|
3.46
|
|
Income (loss) on discontinued operations
|
0.19
|
|
|
(0.06
|
)
|
|
(0.01
|
)
|
|||
Net income
|
$
|
5.10
|
|
|
$
|
4.04
|
|
|
$
|
3.45
|
|
Dividends per share
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
41,558
|
|
|
41,366
|
|
|
41,105
|
|
|||
Diluted
|
48,058
|
|
|
46,470
|
|
|
43,693
|
|
|||
Amounts attributable to common shareholders:
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
$
|
235,958
|
|
|
$
|
190,388
|
|
|
$
|
151,316
|
|
Income (loss) from discontinued operations, net of tax
|
8,905
|
|
|
(2,709
|
)
|
|
(435
|
)
|
|||
Net income
|
$
|
244,863
|
|
|
$
|
187,679
|
|
|
$
|
150,881
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
245,713
|
|
|
$
|
188,751
|
|
|
$
|
151,748
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency:
|
|
|
|
|
|
||||||
Foreign currency translation continuing operations adjustments, net of tax of $24,150, $24,818 and $(8,086), respectively
|
(110,671
|
)
|
|
(105,410
|
)
|
|
(9,637
|
)
|
|||
Foreign currency translation, net of tax
|
(110,671
|
)
|
|
(105,410
|
)
|
|
(9,637
|
)
|
|||
Pension and other postretirement benefits plans:
|
|
|
|
|
|
||||||
Prior service cost recognized in net periodic cost, net of tax of $9 and $9 in 2014 and 2013, respectively
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|||
Transition obligation recognized in net periodic cost, net of tax of $(2) in 2013
|
—
|
|
|
—
|
|
|
3
|
|
|||
Unamortized (loss) gain arising during the period, net of tax of $1,469, $26,624 and $(14,638), respectively
|
(2,137
|
)
|
|
(48,245
|
)
|
|
25,641
|
|
|||
Net loss recognized in net periodic cost, net of tax of $(2,242), $(1,544) and $(2,446), respectively
|
4,133
|
|
|
2,841
|
|
|
4,765
|
|
|||
Foreign currency translation, net of tax of $(316), $(265) and $(66), respectively
|
861
|
|
|
709
|
|
|
(177
|
)
|
|||
Pension and other postretirement benefits plans adjustment, net of tax
|
2,857
|
|
|
(44,707
|
)
|
|
30,220
|
|
|||
Derivatives qualifying as hedges:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivatives arising during the period, net of tax $379, $(111) and $(265), respectively
|
(2,974
|
)
|
|
594
|
|
|
(549
|
)
|
|||
Reclassification adjustment on derivatives included in net income, net of tax of $(196), $111 and $46, respectively
|
483
|
|
|
(594
|
)
|
|
930
|
|
|||
Derivatives qualifying as hedges, net of tax
|
(2,491
|
)
|
|
—
|
|
|
381
|
|
|||
Other comprehensive (loss) income, net of tax
|
(110,305
|
)
|
|
(150,117
|
)
|
|
20,964
|
|
|||
Comprehensive income
|
135,408
|
|
|
38,634
|
|
|
172,712
|
|
|||
Less: comprehensive income attributable to noncontrolling interest
|
774
|
|
|
995
|
|
|
638
|
|
|||
Comprehensive income attributable to common shareholders
|
$
|
134,634
|
|
|
$
|
37,639
|
|
|
$
|
172,074
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars, except per share amounts, and shares in thousands)
|
||||||
ASSETS
|
|||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
338,366
|
|
|
$
|
303,236
|
|
Accounts receivable, net
|
262,416
|
|
|
273,704
|
|
||
Inventories, net
|
330,275
|
|
|
335,593
|
|
||
Prepaid expenses and other current assets
|
37,507
|
|
|
35,697
|
|
||
Prepaid taxes
|
30,895
|
|
|
40,256
|
|
||
Assets held for sale
|
6,972
|
|
|
7,422
|
|
||
Total current assets
|
1,006,431
|
|
|
995,908
|
|
||
Property, plant and equipment, net
|
316,123
|
|
|
317,435
|
|
||
Goodwill
|
1,295,852
|
|
|
1,323,553
|
|
||
Intangibles assets, net
|
1,199,975
|
|
|
1,216,720
|
|
||
Investments in affiliates
|
152
|
|
|
1,150
|
|
||
Deferred tax assets
|
2,341
|
|
|
4,011
|
|
||
Other assets
|
57,642
|
|
|
64,010
|
|
||
Total assets
|
$
|
3,878,516
|
|
|
$
|
3,922,787
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current borrowings
|
$
|
419,942
|
|
|
$
|
368,401
|
|
Accounts payable
|
66,305
|
|
|
64,100
|
|
||
Accrued expenses
|
64,017
|
|
|
72,383
|
|
||
Current portion of contingent consideration
|
7,291
|
|
|
11,276
|
|
||
Payroll and benefit-related liabilities
|
84,658
|
|
|
85,442
|
|
||
Accrued interest
|
7,480
|
|
|
9,169
|
|
||
Income taxes payable
|
8,059
|
|
|
13,768
|
|
||
Other current liabilities
|
8,960
|
|
|
8,230
|
|
||
Total current liabilities
|
666,712
|
|
|
632,769
|
|
||
Long-term borrowings
|
646,000
|
|
|
700,000
|
|
||
Deferred tax liabilities
|
315,983
|
|
|
399,203
|
|
||
Pension and postretirement benefit liabilities
|
149,441
|
|
|
167,241
|
|
||
Noncurrent liability for uncertain tax positions
|
40,400
|
|
|
50,884
|
|
||
Other liabilities
|
48,887
|
|
|
58,991
|
|
||
Total liabilities
|
1,867,423
|
|
|
2,009,088
|
|
||
Commitments and contingencies (See Note 15)
|
|
|
|
|
|||
Common shareholders’ equity
|
|
|
|
||||
Common shares, $1 par value Issued: 2015 — 43,517 shares; 2014 — 43,420 shares
|
43,517
|
|
|
43,420
|
|
||
Additional paid-in capital
|
440,127
|
|
|
422,394
|
|
||
Retained earnings
|
2,016,176
|
|
|
1,827,845
|
|
||
Accumulated other comprehensive loss
|
(371,124
|
)
|
|
(260,895
|
)
|
||
|
2,128,696
|
|
|
2,032,764
|
|
||
Less: Treasury stock, at cost
|
119,424
|
|
|
121,455
|
|
||
Total common shareholders’ equity
|
2,009,272
|
|
|
1,911,309
|
|
||
Noncontrolling interest
|
1,821
|
|
|
2,390
|
|
||
Total equity
|
2,011,093
|
|
|
1,913,699
|
|
||
Total liabilities and equity
|
$
|
3,878,516
|
|
|
$
|
3,922,787
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Cash flows from operating activities of continuing operations:
|
|
|
|
||||||||
Net income
|
$
|
245,713
|
|
|
$
|
188,751
|
|
|
$
|
151,748
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
(8,905
|
)
|
|
2,709
|
|
|
435
|
|
|||
Depreciation expense
|
46,013
|
|
|
50,207
|
|
|
42,368
|
|
|||
Amortization expense of intangible assets
|
62,380
|
|
|
60,926
|
|
|
50,608
|
|
|||
Amortization expense of deferred financing costs and debt discount
|
16,941
|
|
|
15,897
|
|
|
14,959
|
|
|||
Loss on extinguishment of debt
|
10,454
|
|
|
—
|
|
|
1,250
|
|
|||
Changes in contingent consideration
|
(4,576
|
)
|
|
(7,418
|
)
|
|
(12,642
|
)
|
|||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
3,460
|
|
|||
Stock-based compensation
|
14,467
|
|
|
12,227
|
|
|
11,871
|
|
|||
Net gain on sales of businesses and assets
|
(408
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes, net
|
(54,413
|
)
|
|
(14,153
|
)
|
|
(10,182
|
)
|
|||
Other
|
(20,775
|
)
|
|
(8,968
|
)
|
|
(1,319
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
|
|
|
|
|
|
||||||
Accounts receivable
|
398
|
|
|
9,394
|
|
|
(1,294
|
)
|
|||
Inventories
|
(8,371
|
)
|
|
(15,531
|
)
|
|
(8,931
|
)
|
|||
Prepaid expenses and other current assets
|
(3,027
|
)
|
|
1,422
|
|
|
(5,926
|
)
|
|||
Accounts payable and accrued expenses
|
(117
|
)
|
|
9,818
|
|
|
2,001
|
|
|||
Income taxes receivable and payable, net
|
7,672
|
|
|
(15,040
|
)
|
|
(7,107
|
)
|
|||
Net cash provided by operating activities from continuing operations
|
303,446
|
|
|
290,241
|
|
|
231,299
|
|
|||
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(61,448
|
)
|
|
(67,571
|
)
|
|
(63,580
|
)
|
|||
Payments for businesses and intangibles acquired, net of cash acquired
|
(93,808
|
)
|
|
(45,777
|
)
|
|
(309,008
|
)
|
|||
Proceeds from sales of businesses and assets
|
408
|
|
|
5,251
|
|
|
—
|
|
|||
Investments in affiliates
|
—
|
|
|
(40
|
)
|
|
(50
|
)
|
|||
Net cash used in investing activities from continuing operations
|
(154,848
|
)
|
|
(108,137
|
)
|
|
(372,638
|
)
|
|||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
||||||
Proceeds from new borrowings
|
288,100
|
|
|
250,000
|
|
|
680,000
|
|
|||
Reduction in borrowings
|
(303,757
|
)
|
|
(480,102
|
)
|
|
(375,000
|
)
|
|||
Debt extinguishment, issuance and amendment fees
|
(9,017
|
)
|
|
(4,494
|
)
|
|
(6,400
|
)
|
|||
Proceeds from share based compensation plans and the related tax impacts
|
4,994
|
|
|
4,245
|
|
|
6,181
|
|
|||
Payments to noncontrolling interest shareholders
|
(1,343
|
)
|
|
(1,094
|
)
|
|
(736
|
)
|
|||
Payments for contingent consideration
|
(8,028
|
)
|
|
—
|
|
|
(16,958
|
)
|
|||
Dividends
|
(56,532
|
)
|
|
(56,258
|
)
|
|
(55,917
|
)
|
|||
Net cash (used in) provided by financing activities from continuing operations
|
(85,583
|
)
|
|
(287,703
|
)
|
|
231,170
|
|
|||
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
(2,636
|
)
|
|
(3,676
|
)
|
|
(3,327
|
)
|
|||
Net cash used in discontinued operations
|
(2,636
|
)
|
|
(3,676
|
)
|
|
(3,327
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(25,249
|
)
|
|
(19,473
|
)
|
|
8,441
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
35,130
|
|
|
(128,748
|
)
|
|
94,945
|
|
|||
Cash and cash equivalents at the beginning of the year
|
303,236
|
|
|
431,984
|
|
|
337,039
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
338,366
|
|
|
$
|
303,236
|
|
|
$
|
431,984
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash interest paid
|
$
|
45,973
|
|
|
$
|
49,797
|
|
|
$
|
43,581
|
|
Income taxes paid, net of refunds
|
$
|
56,079
|
|
|
$
|
52,869
|
|
|
$
|
43,975
|
|
|
Common Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Income (loss)
|
|
Treasury
Stock
|
|
Noncontrolling
Interest
|
|
Total Equity
|
||||||||||||||||||||
|
Shares
|
|
Dollars
|
|
|
|
|
Shares
|
|
Dollars
|
|
|
|||||||||||||||||||||
|
(Dollars and shares in thousands, except per share)
|
||||||||||||||||||||||||||||||||
Balance at December 31, 2012
|
43,102
|
|
|
$
|
43,102
|
|
|
$
|
394,384
|
|
|
$
|
1,601,460
|
|
|
$
|
(132,048
|
)
|
|
2,130
|
|
|
$
|
(127,948
|
)
|
|
$
|
2,587
|
|
|
$
|
1,781,537
|
|
Net income
|
|
|
|
|
|
|
|
|
|
150,881
|
|
|
|
|
|
|
|
|
|
|
|
867
|
|
|
151,748
|
|
|||||||
Cash dividends ($1.36 per share)
|
|
|
|
|
|
|
|
|
|
(55,917
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,917
|
)
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
21,193
|
|
|
|
|
|
|
|
|
(229
|
)
|
|
20,964
|
|
|||||||
Distributions to noncontrolling interest shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(736
|
)
|
|
(736
|
)
|
|||||||
Shares issued under compensation plans
|
141
|
|
|
141
|
|
|
14,963
|
|
|
|
|
|
|
|
|
(65
|
)
|
|
3,270
|
|
|
|
|
|
18,374
|
|
|||||||
Deferred compensation
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
(1
|
)
|
|
55
|
|
|
|
|
46
|
|
||||||||||
Balance at December 31, 2013
|
43,243
|
|
|
43,243
|
|
|
409,338
|
|
|
1,696,424
|
|
|
(110,855
|
)
|
|
2,064
|
|
|
(124,623
|
)
|
|
2,489
|
|
|
1,916,016
|
|
|||||||
Net income
|
|
|
|
|
|
|
187,679
|
|
|
|
|
|
|
|
|
1,072
|
|
|
188,751
|
|
|||||||||||||
Cash dividends ($1.36 per share)
|
|
|
|
|
|
|
(56,258
|
)
|
|
|
|
|
|
|
|
|
|
(56,258
|
)
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(150,040
|
)
|
|
|
|
|
|
(77
|
)
|
|
(150,117
|
)
|
|||||||||||||
Distributions to noncontrolling interest shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,094
|
)
|
|
(1,094
|
)
|
||||||||||||||
Settlement of convertible notes
|
|
|
|
|
(42
|
)
|
|
|
|
|
|
(1
|
)
|
|
43
|
|
|
|
|
1
|
|
||||||||||||
Settlement of note hedges associated with convertible notes
|
|
|
|
|
79
|
|
|
|
|
|
|
1
|
|
|
(77
|
)
|
|
|
|
2
|
|
||||||||||||
Shares issued under compensation plans
|
177
|
|
|
177
|
|
|
13,019
|
|
|
|
|
|
|
(81
|
)
|
|
3,081
|
|
|
|
|
16,277
|
|
||||||||||
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
121
|
|
|
|
|
121
|
|
||||||||||||
Balance at December 31, 2014
|
43,420
|
|
|
43,420
|
|
|
422,394
|
|
|
1,827,845
|
|
|
(260,895
|
)
|
|
1,981
|
|
|
(121,455
|
)
|
|
2,390
|
|
|
1,913,699
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
244,863
|
|
|
|
|
|
|
|
|
|
|
|
850
|
|
|
245,713
|
|
|||||||
Cash dividends ($1.36 per share)
|
|
|
|
|
|
|
|
|
|
(56,532
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,532
|
)
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(110,229
|
)
|
|
|
|
|
|
|
|
(76
|
)
|
|
(110,305
|
)
|
|||||||
Distributions to noncontrolling interest shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,343
|
)
|
|
(1,343
|
)
|
|||||||
Settlement of convertible notes
|
|
|
|
|
|
|
(128
|
)
|
|
|
|
|
|
|
|
(2
|
)
|
|
133
|
|
|
|
|
|
5
|
|
|||||||
Settlement of note hedges associated with convertible notes
|
|
|
|
|
|
|
270
|
|
|
|
|
|
|
|
|
2
|
|
|
(269
|
)
|
|
|
|
|
1
|
|
|||||||
Shares issued under compensation plans
|
97
|
|
|
97
|
|
|
17,591
|
|
|
|
|
|
|
|
|
(70
|
)
|
|
2,094
|
|
|
|
|
|
19,782
|
|
|||||||
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
73
|
|
|
|
|
|
73
|
|
|||||||
Balance at December 31, 2015
|
43,517
|
|
|
$
|
43,517
|
|
|
$
|
440,127
|
|
|
$
|
2,016,176
|
|
|
$
|
(371,124
|
)
|
|
1,908
|
|
|
$
|
(119,424
|
)
|
|
$
|
1,821
|
|
|
$
|
2,011,093
|
|
•
|
On January 20, 2015, the Company acquired all of the common stock of, and voting equity interest in, Human Medics Co., Ltd., (“Human Medics”), a distributor of medical devices and supplies primarily in the Korean market.
|
•
|
On March 30, 2015, the Company acquired all of the common stock of, and voting equity interest in, Trintris Medical, Inc. ("Trintris"), an original equipment manufacturer (OEM) of balloons and catheters that complement the Company's OEM product portfolio.
|
•
|
On April 8, 2015, the Company acquired all of the common stock of, and voting equity interest in, Truphatek Holdings (1993) Limited ("Truphatek"), a manufacturer of a broad range of disposable and reusable laryngoscope devices that complement the Company's anesthesia product portfolio. Previously, the Company held a noncontrolling,
6%
interest in Truphatek.
|
•
|
On June 26, 2015, the Company acquired certain assets of N. Stenning & Co. Pty. Ltd. ("Stenning"), a
|
•
|
On June 29, 2015, the Company acquired certain assets, primarily distribution rights, of Ace Medical US,
|
•
|
On August 26, 2015, the Company acquired certain assets of Atsina Surgical, LLC ("Atsina"), a developer of surgical clips that complement the Company's surgical ligation portfolio.
|
•
|
On December 22, 2015, the Company acquired all of the membership interests of, and voting equity interest in, Nostix, LLC, a developer of catheter tip confirmation systems that complement the Company's vascular product portfolio.
|
|
(Dollars in thousands)
|
||
Assets
|
|
|
|
Current assets
|
$
|
10,515
|
|
Property, plant and equipment
|
2,877
|
|
|
Intangible assets:
|
|
|
|
Intellectual property
|
33,017
|
|
|
In-process research and development
|
17,908
|
|
|
Customer relationships
|
8,387
|
|
|
Distribution rights
|
7,738
|
|
|
Noncompete agreements
|
1,894
|
|
|
Goodwill
|
19,725
|
|
|
Other noncurrent assets
|
45
|
|
|
Total assets acquired
|
102,106
|
|
|
Less:
|
|
|
|
Current liabilities
|
3,018
|
|
|
Deferred tax liabilities
|
2,477
|
|
|
Other noncurrent liabilities
|
138
|
|
|
Liabilities assumed
|
5,633
|
|
|
Net assets acquired
|
$
|
96,473
|
|
•
|
On February 3, 2014, the Company acquired Mayo Healthcare Pty Limited, ("Mayo Healthcare"), a distributor of medical devices and supplies, primarily in the Australian market, that complement the Company's anesthesia product portfolio.
|
•
|
On December 2, 2014, the Company acquired the assets of Mini-Lap Technologies, Inc. ("Mini-Lap"), a developer of micro-laparoscopic instrumentation that complements the Company's surgical product portfolio.
|
Type of expense
|
Total estimated amount expected to be incurred
|
|
|
Termination benefits
|
$11 million to $13 million
|
Facility closure and other exit costs (1)
|
$2 million to $3 million
|
Accelerated depreciation charges
|
$10 million to $11 million
|
Other (2)
|
$14 million to $17 million
|
|
$37 million to $44 million
|
(1)
|
Includes costs to transfer product lines among facilities and outplacement and employee relocation costs.
|
(2)
|
Consists of other costs directly related to the plan, including project management, legal and regulatory costs.
|
|
2015
|
||||||||||||||||||
(dollars in thousands)
|
Termination Benefits
|
|
Facility Closure Costs
|
|
Contract Termination Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
2015 Restructuring programs
|
$
|
5,009
|
|
|
$
|
231
|
|
|
$
|
1,000
|
|
|
$
|
64
|
|
|
$
|
6,304
|
|
2014 Manufacturing footprint realignment plan
|
$
|
1,007
|
|
|
$
|
241
|
|
|
$
|
389
|
|
|
$
|
48
|
|
|
$
|
1,685
|
|
Other restructuring programs - prior years
(1)
|
$
|
(194
|
)
|
|
$
|
2
|
|
|
$
|
(13
|
)
|
|
$
|
35
|
|
|
$
|
(170
|
)
|
Total restructuring charges
|
$
|
5,822
|
|
|
$
|
474
|
|
|
$
|
1,376
|
|
|
$
|
147
|
|
|
$
|
7,819
|
|
(1)
|
Other restructuring programs - prior years includes the 2014 European restructuring plan, the Other 2014 restructuring programs, the 2013 Restructuring programs and the LMA restructuring program.
|
|
2014
|
||||||||||||||||||
(dollars in thousands)
|
Termination Benefits
|
|
Facility Closure Costs
|
|
Contract Termination Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
2014 Manufacturing footprint realignment plan
|
$
|
9,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
9,260
|
|
2014 European restructuring plan
|
7,237
|
|
|
1
|
|
|
345
|
|
|
225
|
|
|
7,808
|
|
|||||
Other 2014 restructuring programs
|
552
|
|
|
—
|
|
|
2,754
|
|
|
244
|
|
|
3,550
|
|
|||||
LMA restructuring program
|
(29
|
)
|
|
(112
|
)
|
|
(3,188
|
)
|
|
—
|
|
|
$
|
(3,329
|
)
|
||||
2013 Restructuring programs
|
562
|
|
|
—
|
|
|
249
|
|
|
22
|
|
|
833
|
|
|||||
2012 Restructuring program
|
(619
|
)
|
|
354
|
|
|
—
|
|
|
—
|
|
|
(265
|
)
|
|||||
2011 Restructuring plan
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Total restructuring charges
|
$
|
16,903
|
|
|
$
|
255
|
|
|
$
|
160
|
|
|
$
|
551
|
|
|
$
|
17,869
|
|
|
2013
|
||||||||||||||||||
(dollars in thousands)
|
Termination Benefits
|
|
Facility Closure Costs
|
|
Contract Termination Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
LMA restructuring program
|
$
|
3,282
|
|
|
$
|
788
|
|
|
$
|
7,906
|
|
|
$
|
176
|
|
|
12,152
|
|
|
2013 Restructuring programs
|
4,787
|
|
|
—
|
|
|
3,326
|
|
|
2,117
|
|
|
10,230
|
|
|||||
2012 Restructuring program
|
2,993
|
|
|
935
|
|
|
296
|
|
|
5
|
|
|
4,229
|
|
|||||
2011 Restructuring plan
|
—
|
|
|
42
|
|
|
728
|
|
|
—
|
|
|
770
|
|
|||||
2007 Arrow integration program
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||
|
$
|
11,062
|
|
|
$
|
1,995
|
|
|
$
|
12,256
|
|
|
$
|
2,298
|
|
|
$
|
27,611
|
|
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
10,841
|
|
|
10,841
|
|
|||||
Total restructuring and other impairment charges
|
$
|
11,062
|
|
|
$
|
1,995
|
|
|
$
|
12,256
|
|
|
$
|
13,139
|
|
|
38,452
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Vascular North America
|
$
|
3,742
|
|
|
$
|
8,057
|
|
|
$
|
5,348
|
|
Anesthesia North America
|
384
|
|
|
1,379
|
|
|
2,959
|
|
|||
Surgical North America
|
397
|
|
|
—
|
|
|
6,525
|
|
|||
EMEA
|
4
|
|
|
6,375
|
|
|
16,122
|
|
|||
Asia
|
313
|
|
|
1,305
|
|
|
603
|
|
|||
OEM
|
61
|
|
|
—
|
|
|
588
|
|
|||
All other
|
2,918
|
|
|
753
|
|
|
6,307
|
|
|||
Total restructuring charges
|
$
|
7,819
|
|
|
$
|
17,869
|
|
|
$
|
38,452
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Raw materials
|
$
|
76,037
|
|
|
$
|
68,191
|
|
Work-in-process
|
60,218
|
|
|
58,526
|
|
||
Finished goods
|
230,536
|
|
|
242,750
|
|
||
|
366,791
|
|
|
369,467
|
|
||
Less: Inventory reserves
|
(36,516
|
)
|
|
(33,874
|
)
|
||
Inventories, net
|
$
|
330,275
|
|
|
$
|
335,593
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Land, buildings and leasehold improvements
|
$
|
197,365
|
|
|
$
|
194,923
|
|
Machinery and equipment
|
313,404
|
|
|
320,999
|
|
||
Computer equipment and software
|
99,343
|
|
|
107,743
|
|
||
Construction in progress
|
45,945
|
|
|
51,834
|
|
||
|
656,057
|
|
|
675,499
|
|
||
Less: Accumulated depreciation
|
(339,934
|
)
|
|
(358,064
|
)
|
||
Property, plant and equipment, net
|
$
|
316,123
|
|
|
$
|
317,435
|
|
|
Vascular North America
|
|
Anesthesia North America
|
|
Surgical North America
|
|
EMEA
|
|
Asia
|
|
OEM
|
|
All other
|
|
Total
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goodwill
|
$
|
564,177
|
|
|
$
|
214,429
|
|
|
$
|
250,912
|
|
|
$
|
339,029
|
|
|
$
|
144,712
|
|
|
$
|
—
|
|
|
$
|
142,422
|
|
|
$
|
1,655,681
|
|
Accumulated impairment losses
|
(219,527
|
)
|
|
(84,531
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,070
|
)
|
|
(332,128
|
)
|
||||||||
|
344,650
|
|
|
129,898
|
|
|
250,912
|
|
|
339,029
|
|
|
144,712
|
|
|
—
|
|
|
114,352
|
|
|
1,323,553
|
|
||||||||
Goodwill related to acquisitions
|
896
|
|
|
12,398
|
|
|
—
|
|
|
1,142
|
|
|
4,095
|
|
|
1,194
|
|
|
—
|
|
|
$
|
19,725
|
|
|||||||
Translation adjustment
|
—
|
|
|
(1,174
|
)
|
|
—
|
|
|
(34,162
|
)
|
|
(7,740
|
)
|
|
—
|
|
|
(4,350
|
)
|
|
(47,426
|
)
|
||||||||
Balance as of December 31, 2015
|
$
|
345,546
|
|
|
$
|
141,122
|
|
|
$
|
250,912
|
|
|
$
|
306,009
|
|
|
$
|
141,067
|
|
|
$
|
1,194
|
|
|
$
|
110,002
|
|
|
$
|
1,295,852
|
|
|
Vascular North America
|
|
Anesthesia North America
|
|
Surgical North America
|
|
EMEA
|
|
Asia
|
|
All other
|
|
Total
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Balance as of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
$
|
564,089
|
|
|
$
|
214,898
|
|
|
$
|
250,506
|
|
|
$
|
373,417
|
|
|
$
|
136,946
|
|
|
$
|
146,475
|
|
|
1,686,331
|
|
|
Accumulated impairment losses
|
(219,527
|
)
|
|
(84,531
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,070
|
)
|
|
(332,128
|
)
|
|||||||
|
344,562
|
|
|
130,367
|
|
|
250,506
|
|
|
373,417
|
|
|
136,946
|
|
|
118,405
|
|
|
1,354,203
|
|
|||||||
Goodwill related to acquisitions
|
—
|
|
|
—
|
|
|
406
|
|
|
—
|
|
|
15,986
|
|
|
—
|
|
|
16,392
|
|
|||||||
Translation adjustment
|
88
|
|
|
(469
|
)
|
|
—
|
|
|
(34,388
|
)
|
|
(8,220
|
)
|
|
(4,053
|
)
|
|
(47,042
|
)
|
|||||||
Balance as of December 31, 2014
|
$
|
344,650
|
|
|
$
|
129,898
|
|
|
$
|
250,912
|
|
|
$
|
339,029
|
|
|
$
|
144,712
|
|
|
$
|
114,352
|
|
|
$
|
1,323,553
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Customer lists
|
$
|
621,078
|
|
|
$
|
624,574
|
|
|
$
|
(214,924
|
)
|
|
$
|
(192,876
|
)
|
In-process research and development
|
58,908
|
|
|
68,694
|
|
|
—
|
|
|
—
|
|
||||
Intellectual property
|
522,374
|
|
|
467,068
|
|
|
(173,903
|
)
|
|
(146,131
|
)
|
||||
Distribution rights
|
23,279
|
|
|
16,101
|
|
|
(14,393
|
)
|
|
(14,243
|
)
|
||||
Trade names
|
384,821
|
|
|
396,269
|
|
|
(8,929
|
)
|
|
(2,764
|
)
|
||||
Noncompete agreements
|
2,186
|
|
|
337
|
|
|
(522
|
)
|
|
(309
|
)
|
||||
|
$
|
1,612,646
|
|
|
$
|
1,573,043
|
|
|
$
|
(412,671
|
)
|
|
$
|
(356,323
|
)
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Senior Credit Facility:
|
|
|
|
||||
Revolving credit facility, at a rate of 2.17% at December 31, 2015 and 1.92% at December 31, 2014, due 2018
|
$
|
396,000
|
|
|
$
|
200,000
|
|
3.875% Convertible Senior Subordinated Notes due 2017
|
399,641
|
|
|
399,898
|
|
||
6.875% Senior Subordinated Notes due 2019
|
—
|
|
|
250,000
|
|
||
5.25% Senior Notes due 2024
|
250,000
|
|
|
250,000
|
|
||
Securitization program, at a rate of 1.18% at December 31, 2015 and 0.92% at December 31, 2014
|
43,300
|
|
|
4,700
|
|
||
|
1,088,941
|
|
|
1,104,598
|
|
||
Less: Unamortized debt discount on 3.875% Convertible Senior Subordinated Notes due 2017
|
(22,999
|
)
|
|
(36,197
|
)
|
||
|
1,065,942
|
|
|
1,068,401
|
|
||
Current portion of borrowings
|
(419,942
|
)
|
|
(368,401
|
)
|
||
Long-term borrowings
|
$
|
646,000
|
|
|
$
|
700,000
|
|
(in millions)
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||
Interest cost related to contractual interest coupon
|
$
|
15.5
|
|
|
$
|
15.5
|
|
|
$
|
15.5
|
|
Interest cost related to amortization of the discount
|
$
|
13.2
|
|
|
$
|
12.2
|
|
|
$
|
11.3
|
|
(in millions)
|
December 31, 2015
|
|
December 31, 2014
|
||||
Principal amount of the Convertible Notes
|
$
|
399.6
|
|
|
$
|
399.9
|
|
Unamortized discount
|
(23.0
|
)
|
|
(36.2
|
)
|
||
Net carrying amount
|
$
|
376.6
|
|
|
$
|
363.7
|
|
|
(Dollars in thousands)
|
||
2016
(1)
|
$
|
442,941
|
|
2017
|
—
|
|
|
2018
|
396,000
|
|
|
2019
|
—
|
|
|
2020 and thereafter
|
250,000
|
|
(1)
|
Convertible Notes are included in amounts that will mature in
2016
because, at December 31, 2015, they were convertible in accordance with their terms, which are described in more detail above in this section under “Convertible Notes.”
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
Fair Value
|
||||||
|
(Dollars in thousands)
|
||||||
Asset derivatives:
|
|
|
|
||||
Foreign currency forward contracts
|
|
|
|
||||
Prepaid expenses and other current assets
|
$
|
285
|
|
|
$
|
—
|
|
Total asset derivatives
|
$
|
285
|
|
|
$
|
—
|
|
Liability derivatives:
|
|
|
|
||||
Foreign currency forward contracts
|
|
|
|
||||
Other current liabilities
|
$
|
807
|
|
|
$
|
—
|
|
Total liability derivatives
|
$
|
807
|
|
|
$
|
—
|
|
|
After Tax Gain (Loss)
Recognized in OCI
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Foreign currency exchange contracts
|
$
|
(2,491
|
)
|
|
$
|
—
|
|
|
$
|
381
|
|
Total
|
$
|
(2,491
|
)
|
|
$
|
—
|
|
|
$
|
381
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(Dollars in thousands)
|
||||||
Current and long-term accounts receivable (net of allowances of $7.2 million and $8.1 million in 2015 and 2014, respectively) in Greece, Italy, Spain and Portugal
(1)
|
$
|
62,272
|
|
|
$
|
76,190
|
|
Percentage of total net current and long-term accounts receivables
|
23.9
|
%
|
|
27.3
|
%
|
1.
|
Quoted prices for similar assets or liabilities in active markets.
|
2.
|
Quoted prices for identical or similar assets or liabilities in markets that are not active.
|
3.
|
Inputs other than quoted prices that are observable for the asset or liability.
|
4.
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
Total carrying
value at December 31, 2015 |
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Investments in marketable securities
|
$
|
6,922
|
|
|
$
|
6,922
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets
|
329
|
|
|
—
|
|
|
329
|
|
|
—
|
|
||||
Derivative liabilities
|
1,298
|
|
|
—
|
|
|
1,298
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
20,829
|
|
|
—
|
|
|
—
|
|
|
20,829
|
|
|
Total carrying
value at December 31, 2014 |
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Investments in marketable securities
|
$
|
6,863
|
|
|
$
|
6,863
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
33,433
|
|
|
—
|
|
|
—
|
|
|
33,433
|
|
|
Contingent consideration
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Beginning balance – January 1
|
$
|
33,433
|
|
|
$
|
20,313
|
|
Initial estimate upon acquisition
|
—
|
|
|
20,538
|
|
||
Payment
|
(8,054
|
)
|
|
—
|
|
||
Revaluations
|
(4,550
|
)
|
|
(7,418
|
)
|
||
Ending balance – December 31
|
$
|
20,829
|
|
|
$
|
33,433
|
|
•
|
estimated cash flows projected from the success of market launches;
|
•
|
the estimated time and resources needed to complete the development of acquired technologies;
|
•
|
the uncertainty of obtaining regulatory approvals within the required time periods; and
|
•
|
the risk adjusted discount rate for fair value measurement.
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted Average)
|
Contingent consideration
|
Discounted cash flow
|
|
Discount rate
|
|
2.6% - 10% (8.3%)
|
|
|
|
Probability of payment
|
|
0% - 100% (69.6%)
|
|
2015
|
|
2014
|
|
2013
|
|||
|
(Shares in thousands)
|
|||||||
Basic
|
41,558
|
|
|
41,366
|
|
|
41,105
|
|
Dilutive effect of share based awards
|
488
|
|
|
450
|
|
|
410
|
|
Dilutive effect of 3.875% Convertible Notes and warrants
|
6,012
|
|
|
4,654
|
|
|
2,178
|
|
Diluted
|
48,058
|
|
|
46,470
|
|
|
43,693
|
|
|
Cash Flow
Hedges
|
|
Pension and
Other
Postretirement
Benefit Plans
|
|
Foreign
Currency
Translation
Adjustment
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
(97,037
|
)
|
|
$
|
(13,818
|
)
|
|
$
|
(110,855
|
)
|
Other comprehensive income (loss) before reclassifications
|
594
|
|
|
(47,536
|
)
|
|
(105,333
|
)
|
|
(152,275
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(594
|
)
|
|
2,829
|
|
|
—
|
|
|
2,235
|
|
||||
Net current-year other comprehensive income (loss)
|
—
|
|
|
(44,707
|
)
|
|
(105,333
|
)
|
|
(150,040
|
)
|
||||
Balance at December 31, 2014
|
—
|
|
|
(141,744
|
)
|
|
(119,151
|
)
|
|
(260,895
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(2,974
|
)
|
|
(1,276
|
)
|
|
(110,595
|
)
|
|
(114,845
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
483
|
|
|
4,133
|
|
|
—
|
|
|
4,616
|
|
||||
Net current-year other comprehensive (loss) income
|
(2,491
|
)
|
|
2,857
|
|
|
(110,595
|
)
|
|
(110,229
|
)
|
||||
Balance at December 31, 2015
|
$
|
(2,491
|
)
|
|
$
|
(138,887
|
)
|
|
$
|
(229,746
|
)
|
|
$
|
(371,124
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31,
2013 |
||||||
|
(Dollars in thousands)
|
||||||||||
Losses (gains) on foreign exchange contracts:
|
|
|
|
|
|
||||||
Cost of goods sold
|
$
|
679
|
|
|
$
|
(705
|
)
|
|
$
|
884
|
|
Total before tax
|
679
|
|
|
(705
|
)
|
|
884
|
|
|||
Taxes
|
(196
|
)
|
|
111
|
|
|
46
|
|
|||
Net of tax
|
$
|
483
|
|
|
$
|
(594
|
)
|
|
$
|
930
|
|
Amortization of pension and other postretirement benefits items:
|
|
|
|
|
|
||||||
Actuarial losses
(1)
|
$
|
6,375
|
|
|
$
|
4,385
|
|
|
$
|
7,211
|
|
Prior-service credits
(1)
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||
Transition obligation
|
—
|
|
|
—
|
|
|
5
|
|
|||
Total before tax
|
6,375
|
|
|
4,364
|
|
|
7,195
|
|
|||
Tax benefit
|
(2,242
|
)
|
|
(1,535
|
)
|
|
(2,439
|
)
|
|||
Net of tax
|
$
|
4,133
|
|
|
$
|
2,829
|
|
|
$
|
4,756
|
|
Total reclassifications, net of tax
|
$
|
4,616
|
|
|
$
|
2,235
|
|
|
$
|
5,686
|
|
(1)
|
These accumulated other comprehensive (loss) income components are included in the computation of net benefit cost of pension and other postretirement benefit plans (see
Note 14
to the consolidated financial statements for additional information).
|
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
1.44
|
%
|
|
1.45
|
%
|
|
0.75
|
%
|
Expected life of option
|
4.87 years
|
|
|
4.89 years
|
|
|
4.87 years
|
|
Expected dividend yield
|
1.12
|
%
|
|
1.34
|
%
|
|
1.73
|
%
|
Expected volatility
|
20.68
|
%
|
|
21.44
|
%
|
|
24.65
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
0.94
|
%
|
|
0.65
|
%
|
|
0.36
|
%
|
Expected dividend yield
|
1.12
|
%
|
|
1.34
|
%
|
|
1.71
|
%
|
|
Shares Subject to Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life In Years
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
(Dollars in thousands)
|
|||||
Outstanding, beginning of the year
|
1,233,672
|
|
|
$
|
75.93
|
|
|
|
|
|
||
Granted
|
353,688
|
|
|
121.10
|
|
|
|
|
|
|||
Exercised
|
(112,941
|
)
|
|
68.53
|
|
|
|
|
|
|||
Forfeited or expired
|
(31,507
|
)
|
|
103.42
|
|
|
|
|
|
|||
Outstanding, end of the year
|
1,442,912
|
|
|
86.98
|
|
|
7.0
|
|
$
|
63,480
|
|
|
Exercisable, end of the year
|
839,149
|
|
|
$
|
71.65
|
|
|
6.0
|
|
$
|
50,180
|
|
|
Number of
Non-Vested
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Weighted
Average
Remaining
Contractual
Life In Years
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
(Dollars in thousands)
|
|||||
Outstanding, beginning of the year
|
313,703
|
|
|
$
|
76.80
|
|
|
|
|
|
||
Granted
|
105,239
|
|
|
118.00
|
|
|
|
|
|
|||
Vested
|
(106,667
|
)
|
|
61.79
|
|
|
|
|
|
|||
Forfeited
|
(30,867
|
)
|
|
88.73
|
|
|
|
|
|
|||
Outstanding, end of the year
|
281,408
|
|
|
96.59
|
|
|
1.2
|
|
$
|
36,818
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(4,700
|
)
|
|
$
|
12,348
|
|
|
$
|
(2,996
|
)
|
State
|
2,377
|
|
|
1,912
|
|
|
1,736
|
|
|||
Foreign
|
53,151
|
|
|
30,748
|
|
|
36,422
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(37,504
|
)
|
|
(6,593
|
)
|
|
(9,565
|
)
|
|||
State
|
(3,258
|
)
|
|
3,435
|
|
|
(1,825
|
)
|
|||
Foreign
|
(2,228
|
)
|
|
(13,200
|
)
|
|
(225
|
)
|
|||
|
$
|
7,838
|
|
|
$
|
28,650
|
|
|
$
|
23,547
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
United States
|
$
|
(19,550
|
)
|
|
$
|
(23,875
|
)
|
|
$
|
(3,323
|
)
|
Other
|
264,196
|
|
|
243,985
|
|
|
179,053
|
|
|||
|
$
|
244,646
|
|
|
$
|
220,110
|
|
|
$
|
175,730
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory rate
|
|
35.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
Tax effect of international items
|
|
(28.41
|
)
|
|
(22.54
|
)
|
|
(14.83
|
)
|
State taxes, net of federal benefit
|
|
(0.68
|
)
|
|
2.10
|
|
|
(0.32
|
)
|
Uncertain tax contingencies
|
|
(1.89
|
)
|
|
(0.83
|
)
|
|
(4.06
|
)
|
Contingent consideration reversals
|
|
(0.66
|
)
|
|
(1.18
|
)
|
|
(2.04
|
)
|
Other, net
|
|
(0.16
|
)
|
|
0.47
|
|
|
(0.35
|
)
|
|
|
3.20
|
%
|
|
13.02
|
%
|
|
13.40
|
%
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Tax loss and credit carryforwards
|
$
|
123,328
|
|
|
$
|
112,796
|
|
Pension
|
57,610
|
|
|
63,669
|
|
||
Reserves and accruals
|
47,755
|
|
|
43,482
|
|
||
Other
|
34,568
|
|
|
28,820
|
|
||
Less: valuation allowances
|
(103,475
|
)
|
|
(99,141
|
)
|
||
Total deferred tax assets
|
159,786
|
|
|
149,626
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
33,824
|
|
|
32,329
|
|
||
Intangibles — stock acquisitions
|
361,132
|
|
|
384,734
|
|
||
Unremitted foreign earnings
|
78,019
|
|
|
116,595
|
|
||
Other
|
453
|
|
|
11,160
|
|
||
Total deferred tax liabilities
|
473,428
|
|
|
544,818
|
|
||
Net deferred tax liability
|
$
|
(313,642
|
)
|
|
$
|
(395,192
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance at January 1
|
$
|
51,084
|
|
|
$
|
55,771
|
|
|
$
|
62,108
|
|
Increase in unrecognized tax benefits related to prior years
|
2,077
|
|
|
—
|
|
|
—
|
|
|||
Decrease in unrecognized tax benefits related to prior years
|
(15,372
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits related to the current year
|
647
|
|
|
910
|
|
|
1,838
|
|
|||
Reductions in unrecognized tax benefits due to settlements
|
—
|
|
|
(132
|
)
|
|
—
|
|
|||
Reductions in unrecognized tax benefits due to lapse of applicable statute of limitations
|
(2,337
|
)
|
|
(3,235
|
)
|
|
(8,433
|
)
|
|||
Increase (decrease) in unrecognized tax benefits due to foreign currency translation
|
(1,718
|
)
|
|
(2,230
|
)
|
|
258
|
|
|||
Balance at December 31
|
$
|
34,381
|
|
|
$
|
51,084
|
|
|
$
|
55,771
|
|
|
Beginning
|
|
Ending
|
United States
|
2010
|
|
2015
|
Canada
|
2005
|
|
2015
|
China
|
2010
|
|
2015
|
Czech Republic
|
2011
|
|
2015
|
France
|
2013
|
|
2015
|
Germany
|
2007
|
|
2015
|
India
|
2008
|
|
2015
|
Ireland
|
2011
|
|
2015
|
Italy
|
2011
|
|
2015
|
Malaysia
|
2011
|
|
2015
|
Singapore
|
2011
|
|
2015
|
|
Pension
|
|
Other Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
1,880
|
|
|
$
|
1,794
|
|
|
$
|
1,819
|
|
|
$
|
495
|
|
|
$
|
424
|
|
|
$
|
663
|
|
Interest cost
|
17,948
|
|
|
18,000
|
|
|
16,842
|
|
|
1,967
|
|
|
2,169
|
|
|
2,707
|
|
||||||
Expected return on plan assets
|
(25,940
|
)
|
|
(25,006
|
)
|
|
(23,122
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization and deferral
|
6,159
|
|
|
4,371
|
|
|
5,847
|
|
|
216
|
|
|
(7
|
)
|
|
1,348
|
|
||||||
Net benefit expense (income)
|
$
|
47
|
|
|
$
|
(841
|
)
|
|
$
|
1,386
|
|
|
$
|
2,678
|
|
|
$
|
2,586
|
|
|
$
|
4,718
|
|
|
Pension
|
|
Other Benefits
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Discount rate
|
4.1
|
%
|
|
5.0
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
4.7
|
%
|
|
3.8
|
%
|
Rate of return
|
8.1
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
|
|
|
|
|
|
|||
Initial healthcare trend rate
|
|
|
|
|
|
|
7.3
|
%
|
|
7.5
|
%
|
|
8.2
|
%
|
|||
Ultimate healthcare trend rate
|
|
|
|
|
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Under Funded
|
|
Under Funded
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||
Benefit obligation, beginning of year
|
$
|
447,964
|
|
|
$
|
367,731
|
|
|
$
|
53,154
|
|
|
$
|
52,448
|
|
Service cost
|
1,880
|
|
|
1,794
|
|
|
495
|
|
|
424
|
|
||||
Interest cost
|
17,948
|
|
|
18,000
|
|
|
1,967
|
|
|
2,169
|
|
||||
Actuarial loss (gain)
|
(22,880
|
)
|
|
82,922
|
|
|
(3,914
|
)
|
|
1,273
|
|
||||
Currency translation
|
(2,721
|
)
|
|
(2,973
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(18,682
|
)
|
|
(17,988
|
)
|
|
(3,216
|
)
|
|
(3,287
|
)
|
||||
Medicare Part D reimbursement
|
—
|
|
|
—
|
|
|
130
|
|
|
127
|
|
||||
Administrative costs
|
(1,773
|
)
|
|
(1,522
|
)
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation, end of year
|
421,736
|
|
|
447,964
|
|
|
48,616
|
|
|
53,154
|
|
||||
Fair value of plan assets, beginning of year
|
328,830
|
|
|
305,481
|
|
|
|
|
|
||||||
Actual return on plan assets
|
(4,460
|
)
|
|
34,332
|
|
|
|
|
|
||||||
Contributions
|
12,797
|
|
|
9,539
|
|
|
|
|
|
||||||
Benefits paid
|
(18,682
|
)
|
|
(17,988
|
)
|
|
|
|
|
||||||
Settlements paid
|
—
|
|
|
—
|
|
|
|
|
|
||||||
Administrative costs
|
(1,773
|
)
|
|
(1,522
|
)
|
|
|
|
|
||||||
Currency translation
|
(761
|
)
|
|
(1,012
|
)
|
|
|
|
|
||||||
Fair value of plan assets, end of year
|
315,951
|
|
|
328,830
|
|
|
|
|
|
||||||
Funded status, end of year
|
$
|
(105,785
|
)
|
|
$
|
(119,134
|
)
|
|
$
|
(48,616
|
)
|
|
$
|
(53,154
|
)
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Payroll and benefit-related liabilities
|
$
|
(1,653
|
)
|
|
$
|
(1,779
|
)
|
|
$
|
(3,307
|
)
|
|
$
|
(3,268
|
)
|
Pension and postretirement benefit liabilities
|
(104,132
|
)
|
|
(117,355
|
)
|
|
(45,309
|
)
|
|
(49,886
|
)
|
||||
Accumulated other comprehensive loss
|
213,301
|
|
|
213,117
|
|
|
4,223
|
|
|
8,353
|
|
||||
|
$
|
107,516
|
|
|
$
|
93,983
|
|
|
$
|
(44,393
|
)
|
|
$
|
(44,801
|
)
|
|
Pension
|
||||||||||||||
|
Prior Service
Cost (Credit)
|
|
Net (Gain)
or Loss
|
|
Deferred
Taxes
|
|
Accumulated
Other
Comprehensive
(Income) Loss,
Net of Tax
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance at December 31, 2013
|
$
|
182
|
|
|
$
|
144,684
|
|
|
$
|
(52,480
|
)
|
|
$
|
92,386
|
|
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
(34
|
)
|
|
(4,337
|
)
|
|
1,539
|
|
|
(2,832
|
)
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
73,596
|
|
|
(26,131
|
)
|
|
47,465
|
|
||||
Impact of currency translation
|
—
|
|
|
(974
|
)
|
|
265
|
|
|
(709
|
)
|
||||
Balance at December 31, 2014
|
148
|
|
|
212,969
|
|
|
(76,807
|
)
|
|
136,310
|
|
||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
(35
|
)
|
|
(6,124
|
)
|
|
2,164
|
|
|
(3,995
|
)
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
7,520
|
|
|
(2,928
|
)
|
|
4,592
|
|
||||
Impact of currency translation
|
—
|
|
|
(1,177
|
)
|
|
316
|
|
|
(861
|
)
|
||||
Balance at December 31, 2015
|
$
|
113
|
|
|
$
|
213,188
|
|
|
$
|
(77,255
|
)
|
|
$
|
136,046
|
|
|
Other Benefits
|
||||||||||||||
|
Prior Service
Cost (Credit)
|
|
Net (Gain) or
Loss
|
|
Deferred
Taxes
|
|
Accumulated
Other
Comprehensive
(Income) Loss,
Net of Tax
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance at December 31, 2013
|
$
|
17
|
|
|
$
|
7,056
|
|
|
$
|
(2,422
|
)
|
|
$
|
4,651
|
|
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
55
|
|
|
(48
|
)
|
|
(4
|
)
|
|
3
|
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
1,273
|
|
|
(493
|
)
|
|
780
|
|
||||
Balance at December 31, 2014
|
72
|
|
|
8,281
|
|
|
(2,919
|
)
|
|
5,434
|
|
||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
35
|
|
|
(251
|
)
|
|
78
|
|
|
(138
|
)
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
(3,914
|
)
|
|
1,459
|
|
|
(2,455
|
)
|
||||
Balance at December 31, 2015
|
$
|
107
|
|
|
$
|
4,116
|
|
|
$
|
(1,382
|
)
|
|
$
|
2,841
|
|
|
Pension
|
|
Other Benefits
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Discount rate
|
4.5
|
%
|
|
4.1
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
Rate of compensation increase
|
2.8
|
%
|
|
3.0
|
%
|
|
|
|
|
||
Initial healthcare trend rate
|
|
|
|
|
8.4
|
%
|
|
7.3
|
%
|
||
Ultimate healthcare trend rate
|
|
|
|
|
5.0
|
%
|
|
5.0
|
%
|
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category (a)
|
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
Cash
|
|
$
|
664
|
|
|
$
|
664
|
|
|
|
|
|
|
|
||
Money market funds
|
|
184
|
|
|
184
|
|
|
|
|
|
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Managed volatility (b)
|
|
80,052
|
|
|
80,052
|
|
|
|
|
|
|
|
||||
United States small/mid-cap equity (c)
|
|
18,549
|
|
|
18,549
|
|
|
|
|
|
|
|
||||
World Equity (excluding United States) (d)
|
|
29,632
|
|
|
29,632
|
|
|
|
|
|
|
|
||||
Common Equity Securities – Teleflex Incorporated
|
|
15,366
|
|
|
15,366
|
|
|
|
|
|
|
|
||||
Diversified United Kingdom Equity
|
|
845
|
|
|
845
|
|
|
|
|
|
|
|
||||
Diversified Global
|
|
2,948
|
|
|
2,948
|
|
|
|
|
|
|
|
||||
Emerging Markets
|
|
1,055
|
|
|
1,055
|
|
|
|
|
|
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Long duration bond fund (e)
|
|
80,855
|
|
|
80,855
|
|
|
|
|
|
|
|
||||
UK corporate bond fund
|
|
2,467
|
|
|
2,467
|
|
|
|
|
|
|
|
||||
UK Government bond fund
|
|
4,838
|
|
|
4,838
|
|
|
|
|
|
|
|
||||
High yield bond fund (f)
|
|
10,702
|
|
|
10,702
|
|
|
|
|
|
|
|
||||
Emerging markets debt fund (g)
|
|
10,060
|
|
|
|
|
|
$
|
10,060
|
|
|
|
|
|||
Corporate, government and foreign bonds
|
|
75
|
|
|
|
|
|
75
|
|
|
|
|
||||
Asset backed – home loans
|
|
655
|
|
|
|
|
|
655
|
|
|
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Structured credit (h)
|
|
29,591
|
|
|
|
|
|
|
|
|
$
|
29,591
|
|
|||
Hedge fund of funds (i)
|
|
22,599
|
|
|
|
|
|
|
|
|
22,599
|
|
||||
UK Property Fund (j)
|
|
1,654
|
|
|
|
|
|
1,654
|
|
|
|
|
||||
Multi asset fund (k)
|
|
3,155
|
|
|
3,155
|
|
|
|
|
|
|
|
||||
Other
|
|
5
|
|
|
|
|
|
|
|
|
5
|
|
||||
Total
|
|
$
|
315,951
|
|
|
$
|
251,312
|
|
|
$
|
12,444
|
|
|
$
|
52,195
|
|
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category (a)
|
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
Cash
|
|
$
|
659
|
|
|
$
|
659
|
|
|
|
|
|
|
|
||
Money market funds
|
|
31
|
|
|
31
|
|
|
|
|
|
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Managed volatility (b)
|
|
83,068
|
|
|
83,068
|
|
|
|
|
|
|
|
||||
United States small/mid-cap equity (c)
|
|
20,312
|
|
|
20,312
|
|
|
|
|
|
|
|
||||
World Equity (excluding United States) (d)
|
|
26,064
|
|
|
26,064
|
|
|
|
|
|
|
|
||||
Common Equity Securities – Teleflex Incorporated
|
|
13,422
|
|
|
13,422
|
|
|
|
|
|
|
|
||||
Diversified United Kingdom Equity
|
|
875
|
|
|
875
|
|
|
|
|
|
|
|
||||
Diversified Global
|
|
2,884
|
|
|
2,884
|
|
|
|
|
|
|
|
||||
Emerging Markets
|
|
1,266
|
|
|
1,266
|
|
|
|
|
|
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Long duration bond fund (e)
|
|
92,553
|
|
|
92,553
|
|
|
|
|
|
|
|
||||
UK corporate bond fund
|
|
2,719
|
|
|
2,719
|
|
|
|
|
|
|
|
||||
UK Government bond fund
|
|
5,078
|
|
|
5,078
|
|
|
|
|
|
|
|
||||
High yield bond fund (f)
|
|
11,618
|
|
|
11,618
|
|
|
|
|
|
|
|
||||
Emerging markets debt fund (g)
|
|
8,531
|
|
|
|
|
|
$
|
8,531
|
|
|
|
|
|||
Corporate, government and foreign bonds
|
|
81
|
|
|
|
|
|
81
|
|
|
|
|
||||
Asset backed – home loans
|
|
782
|
|
|
|
|
|
782
|
|
|
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Structured credit (h)
|
|
31,176
|
|
|
|
|
|
|
|
|
$
|
31,176
|
|
|||
Hedge fund of funds (i)
|
|
23,171
|
|
|
|
|
|
|
|
|
23,171
|
|
||||
UK Property Fund (j)
|
|
1,549
|
|
|
|
|
|
1,549
|
|
|
|
|
||||
Multi asset fund (k)
|
|
2,986
|
|
|
2,986
|
|
|
|
|
|
|
|
||||
Other
|
|
5
|
|
|
|
|
|
|
|
|
5
|
|
||||
Total
|
|
$
|
328,830
|
|
|
$
|
263,535
|
|
|
$
|
10,943
|
|
|
$
|
54,352
|
|
(a)
|
Information on asset categories described in notes (b)-(k) is derived from prospectuses and other material provided by the respective funds comprising the respective asset categories.
|
(b)
|
This category comprises mutual funds that invest in securities of United States and non-United States companies of all capitalization ranges that exhibit relatively low volatility.
|
(c)
|
This category comprises a mutual fund that invests at least
80%
of its net assets in equity securities of small and mid-sized companies. The fund invests in common stocks or exchange traded funds holding common stock of United States companies with market capitalizations in the range of companies in the Russell 2500 Index.
|
(d)
|
This category comprises a mutual fund that invests at least
80%
of its net assets in equity securities of foreign companies. These securities may include common stocks, preferred stocks, warrants, exchange traded funds based on an international equity index, derivative instruments whose value is based on an international equity index and derivative instruments whose value is based on an underlying equity security or a basket of equity securities. The fund invests in securities of foreign issuers located in developed and emerging market countries. However, the fund will not invest more than
35%
of its assets in the common stocks or other equity securities of issuers located in emerging market countries.
|
(e)
|
This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar to fixed income securities. The fund invests in investment grade fixed income instruments, including securities issued or guaranteed by the United States Government and its agencies and instrumentalities, corporate bonds, asset-backed securities, exchange traded funds, mortgage-backed securities and collateralized mortgage-backed securities. The fund invests primarily in long duration government and corporate fixed income securities, and uses derivative instruments, including interest rate swap agreements and Treasury futures contracts, for the purpose of managing the overall duration and yield curve exposure of the Fund’s portfolio of fixed income securities.
|
(f)
|
This category comprises a mutual fund that invests at least
80%
of its net assets in higher-yielding fixed income securities, including corporate bonds and debentures, convertible and preferred securities and zero coupon obligations.
|
(g)
|
This category comprises a mutual fund that invests at least
80%
of its net assets in fixed income securities of emerging market issuers, primarily in United States dollar-denominated debt of foreign governments, government-related and corporate issuers in emerging market countries and entities organized to restructure the debt of those issuers.
|
(h)
|
This category comprises a fund that invests primarily in collateralized debt obligations (“CDOs”) and other structured credit vehicles. The fund investments may include fixed income securities, loan participants, credit-linked notes, medium-term notes, pooled investment vehicles and derivative instruments.
|
(i)
|
This category comprises a hedge fund that invests in various other hedge funds. As of
December 31, 2015
and
2014
:
|
•
|
approximately
41%
and
33%
, respectively, of the assets of the hedge fund were invested in equity hedge based funds, including equity long/short and equity market neutral strategies;
|
•
|
approximately
12%
and
10%
, respectively, of the assets were held in tactical/directional based funds, including global macro, long/short equity, commodity and systematic quantitative strategies;
|
•
|
approximately
19%
and
24%
, respectively, of the assets were held in relative value based funds, including convertible and fixed income arbitrage, credit long/short and volatility arbitrage strategies; and
|
•
|
approximately
28%
and
33%
, respectively, of the assets were held in funds with an event driven strategy.
|
(j)
|
This category comprises a fund that invests primarily in UK freehold and leasehold property. The fund does not invest in higher risk activities such as developments. The fund may invest in indirect vehicles and property derivatives.
|
(k)
|
This category comprises a mutual fund that invests primarily in equities and bonds.
|
|
(Dollars in thousands)
|
||
Balance at December 31, 2013
|
$
|
51,654
|
|
Unrealized gain on assets
|
2,698
|
|
|
Balance at December 31, 2014
|
54,352
|
|
|
Unrealized gain on assets
|
(2,157
|
)
|
|
Balance at December 31, 2015
|
$
|
52,195
|
|
|
Pension
|
|
Other Benefits
|
||||
|
(Dollars in thousands)
|
||||||
2016
|
$
|
18,580
|
|
|
$
|
3,307
|
|
2017
|
19,394
|
|
|
3,349
|
|
||
2018
|
20,139
|
|
|
3,323
|
|
||
2019
|
20,957
|
|
|
3,387
|
|
||
2020
|
21,602
|
|
|
3,456
|
|
||
Years 2021 — 2025
|
119,017
|
|
|
17,882
|
|
|
Future Lease Payments
|
||
|
(Dollars in thousands)
|
||
2016
|
$
|
30,191
|
|
2017
|
26,299
|
|
|
2018
|
19,087
|
|
|
2019
|
15,746
|
|
|
2020
|
15,274
|
|
|
2021 and thereafter
|
13,510
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Vascular North America
|
$
|
334,938
|
|
|
$
|
311,163
|
|
|
$
|
272,270
|
|
Anesthesia North America
|
189,297
|
|
|
183,909
|
|
|
155,844
|
|
|||
Surgical North America
|
161,230
|
|
|
150,121
|
|
|
146,058
|
|
|||
EMEA
|
514,443
|
|
|
593,065
|
|
|
557,427
|
|
|||
Asia
|
241,726
|
|
|
237,696
|
|
|
207,207
|
|
|||
OEM
|
149,399
|
|
|
143,966
|
|
|
131,173
|
|
|||
All other
|
218,657
|
|
|
219,912
|
|
|
226,292
|
|
|||
Consolidated net revenues
|
$
|
1,809,690
|
|
|
$
|
1,839,832
|
|
|
$
|
1,696,271
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating Profit
|
|
|
|
|
|
||||||
Vascular North America
|
$
|
73,284
|
|
|
$
|
53,807
|
|
|
$
|
28,809
|
|
Anesthesia North America
|
48,311
|
|
|
34,566
|
|
|
19,525
|
|
|||
Surgical North America
|
52,529
|
|
|
49,592
|
|
|
50,334
|
|
|||
EMEA
|
92,326
|
|
|
114,650
|
|
|
87,902
|
|
|||
Asia
|
67,887
|
|
|
62,152
|
|
|
63,822
|
|
|||
OEM
|
33,162
|
|
|
30,635
|
|
|
27,328
|
|
|||
All other
|
20,356
|
|
|
19,762
|
|
|
24,565
|
|
|||
Total segment operating profit
(1)
|
387,855
|
|
|
365,164
|
|
|
302,285
|
|
|||
Unallocated expenses
(2)
|
(71,964
|
)
|
|
(80,302
|
)
|
|
(69,024
|
)
|
|||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
$
|
315,891
|
|
|
$
|
284,862
|
|
|
$
|
233,261
|
|
(1)
|
Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Corporate expenses are allocated among the segments in proportion to the respective amounts of one of several items (such as sales, numbers of employees, and amount of time spent), depending on the category of expense involved.
|
(2)
|
Unallocated expenses primarily include manufacturing variances, with the exception of fixed manufacturing cost absorption variances, restructuring charges and gain on sale of assets.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Depreciation and Amortization
|
|
|
|
|
|
||||||
Vascular North America
|
$
|
37,159
|
|
|
$
|
35,701
|
|
|
$
|
32,644
|
|
Anesthesia North America
|
7,089
|
|
|
11,815
|
|
|
10,339
|
|
|||
Surgical North America
|
12,289
|
|
|
6,316
|
|
|
10,549
|
|
|||
EMEA
|
32,178
|
|
|
38,062
|
|
|
29,947
|
|
|||
Asia
|
11,382
|
|
|
8,515
|
|
|
4,960
|
|
|||
OEM
|
6,834
|
|
|
6,175
|
|
|
4,876
|
|
|||
All other
|
18,403
|
|
|
20,446
|
|
|
14,620
|
|
|||
Consolidated depreciation and amortization
|
$
|
125,334
|
|
|
$
|
127,030
|
|
|
$
|
107,935
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net revenues (based on the Company's selling location):
|
|
|
|
|
|
||||||
United States
|
$
|
967,819
|
|
|
$
|
916,619
|
|
|
$
|
844,884
|
|
Other Americas
|
56,500
|
|
|
60,736
|
|
|
57,098
|
|
|||
Europe
|
570,672
|
|
|
664,982
|
|
|
568,559
|
|
|||
All other
|
214,699
|
|
|
197,495
|
|
|
225,730
|
|
|||
|
$
|
1,809,690
|
|
|
$
|
1,839,832
|
|
|
$
|
1,696,271
|
|
Net property, plant and equipment:
|
|
|
|
|
|
||||||
United States
|
$
|
178,895
|
|
|
$
|
174,893
|
|
|
$
|
203,985
|
|
Malaysia
|
33,777
|
|
|
36,427
|
|
|
29,313
|
|
|||
Ireland
|
33,219
|
|
|
29,746
|
|
|
15,927
|
|
|||
Czech Republic
|
32,305
|
|
|
35,655
|
|
|
41,607
|
|
|||
All other
|
37,927
|
|
|
40,714
|
|
|
35,068
|
|
|||
|
$
|
316,123
|
|
|
$
|
317,435
|
|
|
$
|
325,900
|
|
a.
|
Parent Company, the issuer of the guaranteed obligations;
|
b.
|
Guarantor Subsidiaries, on a combined basis;
|
c.
|
Non-Guarantor Subsidiaries, on a combined basis; and
|
d.
|
Parent Company and its subsidiaries on a consolidated basis.
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,079,180
|
|
|
$
|
1,107,565
|
|
|
$
|
(377,055
|
)
|
|
$
|
1,809,690
|
|
Cost of goods sold
|
—
|
|
|
646,427
|
|
|
593,855
|
|
|
(374,995
|
)
|
|
865,287
|
|
|||||
Gross profit
|
—
|
|
|
432,753
|
|
|
513,710
|
|
|
(2,060
|
)
|
|
944,403
|
|
|||||
Selling, general and administrative expenses
|
42,435
|
|
|
336,049
|
|
|
191,029
|
|
|
(531
|
)
|
|
568,982
|
|
|||||
Research and development expenses
|
—
|
|
|
30,359
|
|
|
21,760
|
|
|
—
|
|
|
52,119
|
|
|||||
Restructuring charges
|
—
|
|
|
6,731
|
|
|
1,088
|
|
|
—
|
|
|
7,819
|
|
|||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(408
|
)
|
|
—
|
|
|
(408
|
)
|
|||||
(Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes
|
(42,435
|
)
|
|
59,614
|
|
|
300,241
|
|
|
(1,529
|
)
|
|
315,891
|
|
|||||
Interest, net
|
132,711
|
|
|
(76,873
|
)
|
|
4,953
|
|
|
—
|
|
|
60,791
|
|
|||||
Loss on extinguishment of debt
|
10,454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,454
|
|
|||||
(Loss) income from continuing operations before taxes
|
(185,600
|
)
|
|
136,487
|
|
|
295,288
|
|
|
(1,529
|
)
|
|
244,646
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(66,264
|
)
|
|
27,260
|
|
|
46,804
|
|
|
38
|
|
|
7,838
|
|
|||||
Equity in net income of consolidated subsidiaries
|
355,138
|
|
|
235,810
|
|
|
1,086
|
|
|
(592,034
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
235,802
|
|
|
345,037
|
|
|
249,570
|
|
|
(593,601
|
)
|
|
236,808
|
|
|||||
Operating (loss) income from discontinued operations
|
(1,734
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(1,730
|
)
|
|||||
(Benefit) taxes on (loss) income from discontinued operations
|
(10,795
|
)
|
|
—
|
|
|
160
|
|
|
—
|
|
|
(10,635
|
)
|
|||||
Income (loss) from discontinued operations
|
9,061
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
8,905
|
|
|||||
Net income
|
244,863
|
|
|
345,037
|
|
|
249,414
|
|
|
(593,601
|
)
|
|
245,713
|
|
|||||
Less: Income from continuing operations attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
850
|
|
|
—
|
|
|
850
|
|
|||||
Net income attributable to common shareholders
|
244,863
|
|
|
345,037
|
|
|
248,564
|
|
|
(593,601
|
)
|
|
244,863
|
|
|||||
Other comprehensive loss attributable to common shareholders
|
(110,229
|
)
|
|
(110,604
|
)
|
|
(120,439
|
)
|
|
231,043
|
|
|
(110,229
|
)
|
|||||
Comprehensive income attributable to common shareholders
|
$
|
134,634
|
|
|
$
|
234,433
|
|
|
$
|
128,125
|
|
|
$
|
(362,558
|
)
|
|
$
|
134,634
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,078,851
|
|
|
$
|
1,132,152
|
|
|
$
|
(371,171
|
)
|
|
$
|
1,839,832
|
|
Cost of goods sold
|
—
|
|
|
652,742
|
|
|
608,256
|
|
|
(363,594
|
)
|
|
897,404
|
|
|||||
Gross profit
|
—
|
|
|
426,109
|
|
|
523,896
|
|
|
(7,577
|
)
|
|
942,428
|
|
|||||
Selling, general and administrative expenses
|
42,829
|
|
|
326,282
|
|
|
209,930
|
|
|
(384
|
)
|
|
578,657
|
|
|||||
Research and development expenses
|
—
|
|
|
40,546
|
|
|
20,494
|
|
|
—
|
|
|
61,040
|
|
|||||
Restructuring charges
|
—
|
|
|
10,189
|
|
|
7,680
|
|
|
—
|
|
|
17,869
|
|
|||||
(Loss) income from continuing operations before interest and taxes
|
(42,829
|
)
|
|
49,092
|
|
|
285,792
|
|
|
(7,193
|
)
|
|
284,862
|
|
|||||
Interest, net
|
144,869
|
|
|
(85,886
|
)
|
|
5,769
|
|
|
—
|
|
|
64,752
|
|
|||||
(Loss) income from continuing operations before taxes
|
(187,698
|
)
|
|
134,978
|
|
|
280,023
|
|
|
(7,193
|
)
|
|
220,110
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(68,307
|
)
|
|
68,690
|
|
|
28,159
|
|
|
108
|
|
|
28,650
|
|
|||||
Equity in net income of consolidated subsidiaries
|
308,396
|
|
|
233,827
|
|
|
252
|
|
|
(542,475
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
189,005
|
|
|
300,115
|
|
|
252,116
|
|
|
(549,776
|
)
|
|
191,460
|
|
|||||
Operating loss from discontinued operations
|
(2,196
|
)
|
|
—
|
|
|
(1,211
|
)
|
|
—
|
|
|
(3,407
|
)
|
|||||
(Benefit) taxes on loss from discontinued operations
|
(870
|
)
|
|
—
|
|
|
172
|
|
|
—
|
|
|
(698
|
)
|
|||||
Loss from discontinued operations
|
(1,326
|
)
|
|
—
|
|
|
(1,383
|
)
|
|
—
|
|
|
(2,709
|
)
|
|||||
Net income
|
187,679
|
|
|
300,115
|
|
|
250,733
|
|
|
(549,776
|
)
|
|
188,751
|
|
|||||
Less: Income from continuing operations attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,072
|
|
|
—
|
|
|
1,072
|
|
|||||
Net income attributable to common shareholders
|
187,679
|
|
|
300,115
|
|
|
249,661
|
|
|
(549,776
|
)
|
|
187,679
|
|
|||||
Other comprehensive loss attributable to common shareholders
|
(150,040
|
)
|
|
(105,872
|
)
|
|
(126,317
|
)
|
|
232,189
|
|
|
(150,040
|
)
|
|||||
Comprehensive income attributable to common shareholders
|
$
|
37,639
|
|
|
$
|
194,243
|
|
|
$
|
123,344
|
|
|
$
|
(317,587
|
)
|
|
$
|
37,639
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
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
|
|
|||||
(Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes
|
(40,111
|
)
|
|
63,352
|
|
|
209,529
|
|
|
491
|
|
|
233,261
|
|
|||||
Interest, net
|
134,864
|
|
|
(85,063
|
)
|
|
6,480
|
|
|
—
|
|
|
56,281
|
|
|||||
Loss on extinguishment of debt
|
1,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,250
|
|
|||||
(Loss) income from continuing operations before taxes
|
(176,225
|
)
|
|
148,415
|
|
|
203,049
|
|
|
491
|
|
|
175,730
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(63,857
|
)
|
|
42,804
|
|
|
45,354
|
|
|
(754
|
)
|
|
23,547
|
|
|||||
Equity in net income of consolidated subsidiaries
|
263,469
|
|
|
141,773
|
|
|
288
|
|
|
(405,530
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
151,101
|
|
|
247,384
|
|
|
157,983
|
|
|
(404,285
|
)
|
|
152,183
|
|
|||||
Operating loss from discontinued operations
|
(1,947
|
)
|
|
—
|
|
|
(258
|
)
|
|
—
|
|
|
(2,205
|
)
|
|||||
(Benefit) taxes on loss from discontinued operations
|
(1,727
|
)
|
|
(170
|
)
|
|
127
|
|
|
—
|
|
|
(1,770
|
)
|
|||||
(Loss) income from discontinued operations
|
(220
|
)
|
|
170
|
|
|
(385
|
)
|
|
—
|
|
|
(435
|
)
|
|||||
Net income
|
150,881
|
|
|
247,554
|
|
|
157,598
|
|
|
(404,285
|
)
|
|
151,748
|
|
|||||
Less: Income from continuing operations attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
867
|
|
|
—
|
|
|
867
|
|
|||||
Net income attributable to common shareholders
|
150,881
|
|
|
247,554
|
|
|
156,731
|
|
|
(404,285
|
)
|
|
150,881
|
|
|||||
Other comprehensive income (loss) attributable to common shareholders
|
21,193
|
|
|
(5,304
|
)
|
|
5,442
|
|
|
(138
|
)
|
|
21,193
|
|
|||||
Comprehensive income attributable to common shareholders
|
$
|
172,074
|
|
|
$
|
242,250
|
|
|
$
|
162,173
|
|
|
$
|
(404,423
|
)
|
|
$
|
172,074
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
21,612
|
|
|
$
|
—
|
|
|
$
|
316,754
|
|
|
$
|
—
|
|
|
$
|
338,366
|
|
Accounts receivable, net
|
2,538
|
|
|
4,326
|
|
|
251,166
|
|
|
4,386
|
|
|
262,416
|
|
|||||
Accounts receivable from consolidated subsidiaries
|
5,276
|
|
|
2,412,079
|
|
|
289,697
|
|
|
(2,707,052
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
205,163
|
|
|
149,705
|
|
|
(24,593
|
)
|
|
330,275
|
|
|||||
Prepaid expenses and other current assets
|
13,103
|
|
|
4,702
|
|
|
16,037
|
|
|
3,665
|
|
|
37,507
|
|
|||||
Prepaid taxes
|
16,686
|
|
|
—
|
|
|
14,622
|
|
|
(413
|
)
|
|
30,895
|
|
|||||
Assets held for sale
|
2,901
|
|
|
—
|
|
|
4,071
|
|
|
—
|
|
|
6,972
|
|
|||||
Total current assets
|
62,116
|
|
|
2,626,270
|
|
|
1,042,052
|
|
|
(2,724,007
|
)
|
|
1,006,431
|
|
|||||
Property, plant and equipment, net
|
2,931
|
|
|
174,674
|
|
|
138,518
|
|
|
—
|
|
|
316,123
|
|
|||||
Goodwill
|
—
|
|
|
705,753
|
|
|
590,099
|
|
|
—
|
|
|
1,295,852
|
|
|||||
Intangibles assets, net
|
—
|
|
|
762,084
|
|
|
437,891
|
|
|
—
|
|
|
1,199,975
|
|
|||||
Investments in affiliates
|
5,724,226
|
|
|
1,360,045
|
|
|
23,065
|
|
|
(7,107,184
|
)
|
|
152
|
|
|||||
Deferred tax assets
|
91,432
|
|
|
—
|
|
|
8,042
|
|
|
(97,133
|
)
|
|
2,341
|
|
|||||
Notes receivable and other amounts due from consolidated subsidiaries
|
1,358,446
|
|
|
1,658,092
|
|
|
—
|
|
|
(3,016,538
|
)
|
|
—
|
|
|||||
Other assets
|
26,752
|
|
|
6,615
|
|
|
24,275
|
|
|
—
|
|
|
57,642
|
|
|||||
Total assets
|
$
|
7,265,903
|
|
|
$
|
7,293,533
|
|
|
$
|
2,263,942
|
|
|
$
|
(12,944,862
|
)
|
|
$
|
3,878,516
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current borrowings
|
$
|
376,642
|
|
|
$
|
—
|
|
|
$
|
43,300
|
|
|
$
|
—
|
|
|
$
|
419,942
|
|
Accounts payable
|
1,945
|
|
|
27,527
|
|
|
36,833
|
|
|
—
|
|
|
66,305
|
|
|||||
Accounts payable to consolidated subsidiaries
|
2,478,109
|
|
|
201,400
|
|
|
27,543
|
|
|
(2,707,052
|
)
|
|
—
|
|
|||||
Accrued expenses
|
15,399
|
|
|
22,281
|
|
|
26,337
|
|
|
—
|
|
|
64,017
|
|
|||||
Current portion of contingent consideration
|
—
|
|
|
7,291
|
|
|
—
|
|
|
—
|
|
|
7,291
|
|
|||||
Payroll and benefit-related liabilities
|
21,617
|
|
|
29,305
|
|
|
33,736
|
|
|
—
|
|
|
84,658
|
|
|||||
Accrued interest
|
7,455
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
7,480
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
8,144
|
|
|
(85
|
)
|
|
8,059
|
|
|||||
Other current liabilities
|
1,300
|
|
|
2,679
|
|
|
4,981
|
|
|
—
|
|
|
8,960
|
|
|||||
Total current liabilities
|
2,902,467
|
|
|
290,483
|
|
|
180,899
|
|
|
(2,707,137
|
)
|
|
666,712
|
|
|||||
Long-term borrowings
|
646,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
646,000
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
376,738
|
|
|
36,378
|
|
|
(97,133
|
)
|
|
315,983
|
|
|||||
Pension and other postretirement benefit liabilities
|
100,355
|
|
|
32,274
|
|
|
16,812
|
|
|
—
|
|
|
149,441
|
|
|||||
Noncurrent liability for uncertain tax positions
|
1,151
|
|
|
17,722
|
|
|
21,527
|
|
|
—
|
|
|
40,400
|
|
|||||
Notes payable and other amounts due to consolidated subsidiaries
|
1,585,727
|
|
|
1,253,189
|
|
|
177,622
|
|
|
(3,016,538
|
)
|
|
—
|
|
|||||
Other liabilities
|
20,931
|
|
|
15,685
|
|
|
12,271
|
|
|
—
|
|
|
48,887
|
|
|||||
Total liabilities
|
5,256,631
|
|
|
1,986,091
|
|
|
445,509
|
|
|
(5,820,808
|
)
|
|
1,867,423
|
|
|||||
Total common shareholders' equity
|
2,009,272
|
|
|
5,307,442
|
|
|
1,816,612
|
|
|
(7,124,054
|
)
|
|
2,009,272
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
1,821
|
|
|
—
|
|
|
1,821
|
|
|||||
Total equity
|
2,009,272
|
|
|
5,307,442
|
|
|
1,818,433
|
|
|
(7,124,054
|
)
|
|
2,011,093
|
|
|||||
Total liabilities and equity
|
$
|
7,265,903
|
|
|
$
|
7,293,533
|
|
|
$
|
2,263,942
|
|
|
$
|
(12,944,862
|
)
|
|
$
|
3,878,516
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
27,996
|
|
|
$
|
—
|
|
|
$
|
275,240
|
|
|
$
|
—
|
|
|
$
|
303,236
|
|
Accounts receivable, net
|
2,346
|
|
|
2,422
|
|
|
265,081
|
|
|
3,855
|
|
|
273,704
|
|
|||||
Accounts receivable from consolidated subsidiaries
|
35,996
|
|
|
2,303,284
|
|
|
272,810
|
|
|
(2,612,090
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
204,335
|
|
|
154,544
|
|
|
(23,286
|
)
|
|
335,593
|
|
|||||
Prepaid expenses and other current assets
|
14,301
|
|
|
4,786
|
|
|
13,102
|
|
|
3,508
|
|
|
35,697
|
|
|||||
Prepaid taxes
|
23,493
|
|
|
—
|
|
|
16,763
|
|
|
—
|
|
|
40,256
|
|
|||||
Assets held for sale
|
2,901
|
|
|
—
|
|
|
4,521
|
|
|
—
|
|
|
7,422
|
|
|||||
Total current assets
|
107,033
|
|
|
2,514,827
|
|
|
1,002,061
|
|
|
(2,628,013
|
)
|
|
995,908
|
|
|||||
Property, plant and equipment, net
|
3,489
|
|
|
170,054
|
|
|
143,892
|
|
|
—
|
|
|
317,435
|
|
|||||
Goodwill
|
—
|
|
|
703,663
|
|
|
619,890
|
|
|
—
|
|
|
1,323,553
|
|
|||||
Intangibles assets, net
|
—
|
|
|
743,222
|
|
|
473,498
|
|
|
—
|
|
|
1,216,720
|
|
|||||
Investments in affiliates
|
5,680,328
|
|
|
1,359,661
|
|
|
21,253
|
|
|
(7,060,092
|
)
|
|
1,150
|
|
|||||
Deferred tax assets
|
82,492
|
|
|
—
|
|
|
6,867
|
|
|
(85,348
|
)
|
|
4,011
|
|
|||||
Notes receivable and other amounts due from consolidated subsidiaries
|
1,009,686
|
|
|
1,489,994
|
|
|
—
|
|
|
(2,499,680
|
)
|
|
—
|
|
|||||
Other assets
|
27,999
|
|
|
6,801
|
|
|
29,210
|
|
|
—
|
|
|
64,010
|
|
|||||
Total assets
|
$
|
6,911,027
|
|
|
$
|
6,988,222
|
|
|
$
|
2,296,671
|
|
|
$
|
(12,273,133
|
)
|
|
$
|
3,922,787
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current borrowings
|
$
|
363,701
|
|
|
$
|
—
|
|
|
$
|
4,700
|
|
|
$
|
—
|
|
|
$
|
368,401
|
|
Accounts payable
|
1,449
|
|
|
32,692
|
|
|
29,959
|
|
|
—
|
|
|
64,100
|
|
|||||
Accounts payable to consolidated subsidiaries
|
2,259,891
|
|
|
188,908
|
|
|
163,291
|
|
|
(2,612,090
|
)
|
|
—
|
|
|||||
Accrued expenses
|
17,149
|
|
|
21,479
|
|
|
33,755
|
|
|
—
|
|
|
72,383
|
|
|||||
Current portion of contingent consideration
|
—
|
|
|
11,276
|
|
|
—
|
|
|
—
|
|
|
11,276
|
|
|||||
Payroll and benefit-related liabilities
|
20,693
|
|
|
27,228
|
|
|
37,521
|
|
|
—
|
|
|
85,442
|
|
|||||
Accrued interest
|
9,152
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
9,169
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
13,634
|
|
|
134
|
|
|
13,768
|
|
|||||
Other current liabilities
|
5
|
|
|
3,065
|
|
|
5,160
|
|
|
—
|
|
|
8,230
|
|
|||||
Total current liabilities
|
2,672,040
|
|
|
284,648
|
|
|
288,037
|
|
|
(2,611,956
|
)
|
|
632,769
|
|
|||||
Long-term borrowings
|
700,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
444,887
|
|
|
39,663
|
|
|
(85,347
|
)
|
|
399,203
|
|
|||||
Pension and other postretirement benefit liabilities
|
110,830
|
|
|
35,074
|
|
|
21,337
|
|
|
—
|
|
|
167,241
|
|
|||||
Noncurrent liability for uncertain tax positions
|
11,431
|
|
|
15,569
|
|
|
23,884
|
|
|
—
|
|
|
50,884
|
|
|||||
Notes payable and other amounts due to consolidated subsidiaries
|
1,483,984
|
|
|
915,163
|
|
|
100,533
|
|
|
(2,499,680
|
)
|
|
—
|
|
|||||
Other liabilities
|
21,433
|
|
|
24,900
|
|
|
12,658
|
|
|
—
|
|
|
58,991
|
|
|||||
Total liabilities
|
4,999,718
|
|
|
1,720,241
|
|
|
486,112
|
|
|
(5,196,983
|
)
|
|
2,009,088
|
|
|||||
Total common shareholders' equity
|
1,911,309
|
|
|
5,267,981
|
|
|
1,808,169
|
|
|
(7,076,150
|
)
|
|
1,911,309
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
2,390
|
|
|
—
|
|
|
2,390
|
|
|||||
Total equity
|
1,911,309
|
|
|
5,267,981
|
|
|
1,810,559
|
|
|
(7,076,150
|
)
|
|
1,913,699
|
|
|||||
Total liabilities and equity
|
$
|
6,911,027
|
|
|
$
|
6,988,222
|
|
|
$
|
2,296,671
|
|
|
$
|
(12,273,133
|
)
|
|
$
|
3,922,787
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Condensed
Consolidated |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(147,704
|
)
|
|
$
|
134,817
|
|
|
$
|
320,145
|
|
|
$
|
(3,812
|
)
|
|
$
|
303,446
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(124
|
)
|
|
(32,797
|
)
|
|
(28,527
|
)
|
|
—
|
|
|
(61,448
|
)
|
|||||
Payments for businesses and intangibles acquired, net of cash acquired
|
—
|
|
|
(60,336
|
)
|
|
(33,472
|
)
|
|
—
|
|
|
(93,808
|
)
|
|||||
Proceeds from sale of assets
|
408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|||||
Investments in affiliates
|
—
|
|
|
—
|
|
|
(121,850
|
)
|
|
121,850
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities from continuing operations
|
284
|
|
|
(93,133
|
)
|
|
(183,849
|
)
|
|
121,850
|
|
|
(154,848
|
)
|
|||||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from new borrowings
|
288,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288,100
|
|
|||||
Reduction in borrowings
|
(303,757
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,757
|
)
|
|||||
Debt extinguishment, issuance and amendment fees
|
(9,017
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,017
|
)
|
|||||
Proceeds from share based compensation plans and the related tax impacts
|
4,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,994
|
|
|||||
Payments to noncontrolling interest shareholders
|
—
|
|
|
—
|
|
|
(1,343
|
)
|
|
—
|
|
|
(1,343
|
)
|
|||||
Payments for contingent consideration
|
—
|
|
|
(8,028
|
)
|
|
—
|
|
|
—
|
|
|
(8,028
|
)
|
|||||
Proceeds from issuance of shares
|
—
|
|
|
121,850
|
|
|
—
|
|
|
(121,850
|
)
|
|
—
|
|
|||||
Dividends paid
|
(56,532
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,532
|
)
|
|||||
Intercompany transactions
|
219,035
|
|
|
(155,506
|
)
|
|
(63,529
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(3,812
|
)
|
|
3,812
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
142,823
|
|
|
(41,684
|
)
|
|
(68,684
|
)
|
|
(118,038
|
)
|
|
(85,583
|
)
|
|||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(1,787
|
)
|
|
—
|
|
|
(849
|
)
|
|
—
|
|
|
(2,636
|
)
|
|||||
Net cash used in discontinued operations
|
(1,787
|
)
|
|
—
|
|
|
(849
|
)
|
|
—
|
|
|
(2,636
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(25,249
|
)
|
|
—
|
|
|
(25,249
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(6,384
|
)
|
|
—
|
|
|
41,514
|
|
|
—
|
|
|
35,130
|
|
|||||
Cash and cash equivalents at the beginning of the year
|
27,996
|
|
|
—
|
|
|
275,240
|
|
|
—
|
|
|
303,236
|
|
|||||
Cash and cash equivalents at the end of the year
|
$
|
21,612
|
|
|
$
|
—
|
|
|
$
|
316,754
|
|
|
$
|
—
|
|
|
$
|
338,366
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(105,467
|
)
|
|
$
|
347,503
|
|
|
$
|
52,634
|
|
|
$
|
(4,429
|
)
|
|
$
|
290,241
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(2,273
|
)
|
|
(30,586
|
)
|
|
(34,712
|
)
|
|
—
|
|
|
(67,571
|
)
|
|||||
Payments for businesses and intangibles acquired, net of cash acquired
|
—
|
|
|
(17,241
|
)
|
|
(28,536
|
)
|
|
—
|
|
|
(45,777
|
)
|
|||||
Proceeds from sale of assets and investments
|
1,669
|
|
|
3,421
|
|
|
161
|
|
|
—
|
|
|
5,251
|
|
|||||
Investments in affiliates
|
(60
|
)
|
|
20
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|||||
Net cash used in investing activities from continuing operations
|
(664
|
)
|
|
(44,386
|
)
|
|
(63,087
|
)
|
|
—
|
|
|
(108,137
|
)
|
|||||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from new borrowings
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||
Reduction in borrowings
|
(480,102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480,102
|
)
|
|||||
Debt issuance and amendment fees
|
(4,494
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,494
|
)
|
|||||
Proceeds from share based compensation plans and the related tax impacts
|
4,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,245
|
|
|||||
Payments to noncontrolling interest shareholders
|
—
|
|
|
—
|
|
|
(1,094
|
)
|
|
—
|
|
|
(1,094
|
)
|
|||||
Dividends paid
|
(56,258
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,258
|
)
|
|||||
Intercompany transactions
|
381,663
|
|
|
(317,617
|
)
|
|
(64,046
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(4,429
|
)
|
|
4,429
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
95,054
|
|
|
(317,617
|
)
|
|
(69,569
|
)
|
|
4,429
|
|
|
(287,703
|
)
|
|||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(3,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,676
|
)
|
|||||
Net cash used in discontinued operations
|
(3,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,676
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(19,473
|
)
|
|
—
|
|
|
(19,473
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(14,753
|
)
|
|
(14,500
|
)
|
|
(99,495
|
)
|
|
—
|
|
|
(128,748
|
)
|
|||||
Cash and cash equivalents at the beginning of the year
|
42,749
|
|
|
14,500
|
|
|
374,735
|
|
|
—
|
|
|
431,984
|
|
|||||
Cash and cash equivalents at the end of the year
|
$
|
27,996
|
|
|
$
|
—
|
|
|
$
|
275,240
|
|
|
$
|
—
|
|
|
$
|
303,236
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(123,765
|
)
|
|
$
|
181,290
|
|
|
$
|
240,640
|
|
|
$
|
(66,866
|
)
|
|
$
|
231,299
|
|
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
|
|
|||||
Reduction in borrowings
|
(375,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(375,000
|
)
|
|||||
Debt extinguishment, issuance and amendment fees
|
(6,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,400
|
)
|
|||||
Proceeds from share based compensation plans and the related tax impacts
|
6,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,181
|
|
|||||
Payments to noncontrolling interest shareholders
|
—
|
|
|
—
|
|
|
(736
|
)
|
|
—
|
|
|
(736
|
)
|
|||||
Payments for contingent consideration
|
—
|
|
|
(14,802
|
)
|
|
(2,156
|
)
|
|
—
|
|
|
(16,958
|
)
|
|||||
Dividends paid
|
(55,917
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,917
|
)
|
|||||
Intercompany transactions
|
(148,880
|
)
|
|
144,568
|
|
|
4,312
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
|
|
(66,866
|
)
|
|
66,866
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities from continuing operations
|
99,984
|
|
|
129,766
|
|
|
(65,446
|
)
|
|
66,866
|
|
|
231,170
|
|
|||||
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 year
|
70,860
|
|
|
1,989
|
|
|
264,190
|
|
|
—
|
|
|
337,039
|
|
|||||
Cash and cash equivalents at the end of the year
|
$
|
42,749
|
|
|
$
|
14,500
|
|
|
$
|
374,735
|
|
|
$
|
—
|
|
|
$
|
431,984
|
|
|
2015
|
|
2014
|
||||
Assets held for sale:
|
(Dollars in thousands)
|
||||||
Property, plant and equipment
|
$
|
6,972
|
|
|
$
|
7,422
|
|
Total assets held for sale
|
$
|
6,972
|
|
|
$
|
7,422
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Costs and other expenses
|
$
|
1,730
|
|
|
$
|
3,407
|
|
|
$
|
2,205
|
|
Loss from discontinued operations before income taxes
|
(1,730
|
)
|
|
(3,407
|
)
|
|
(2,205
|
)
|
|||
Tax (benefit) on loss from discontinued operations
|
(10,635
|
)
|
|
(698
|
)
|
|
(1,770
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
8,905
|
|
|
$
|
(2,709
|
)
|
|
$
|
(435
|
)
|
Type of expense
|
Total estimated amount expected to be incurred
|
|
|
Employee termination benefits
|
$14 million to $18 million
|
Facility closure and other exit costs
(1)
|
$2 million to $3 million
|
Accelerated depreciation charges
|
$10 million to $13 million
|
Other
(2)
|
$8 million to $10 million
|
|
$34 million to $44 million
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
|
(Dollars in thousands, except per share)
|
||||||||||||||
2015:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
429,430
|
|
|
$
|
452,045
|
|
|
$
|
443,714
|
|
|
$
|
484,501
|
|
Gross profit
|
222,637
|
|
|
233,237
|
|
|
228,213
|
|
|
260,316
|
|
||||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
65,608
|
|
|
76,986
|
|
|
76,550
|
|
|
96,747
|
|
||||
Income from continuing operations
|
39,273
|
|
|
45,199
|
|
|
61,571
|
|
|
90,765
|
|
||||
Loss from discontinued operations
|
(703
|
)
|
|
(190
|
)
|
|
(719
|
)
|
|
10,517
|
|
||||
Net income
|
38,570
|
|
|
45,009
|
|
|
60,852
|
|
|
101,282
|
|
||||
Less: Income from continuing operations attributable to noncontrolling interest
|
218
|
|
|
446
|
|
|
28
|
|
|
158
|
|
||||
Net income attributable to common shareholders
|
38,352
|
|
|
44,563
|
|
|
60,824
|
|
|
101,124
|
|
||||
Earnings per share available to common shareholders — basic
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.94
|
|
|
$
|
1.08
|
|
|
$
|
1.48
|
|
|
$
|
2.18
|
|
Loss from discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
0.25
|
|
||||
Net income
|
$
|
0.92
|
|
|
$
|
1.07
|
|
|
$
|
1.46
|
|
|
$
|
2.43
|
|
Earnings per share available to common shareholders — diluted
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.83
|
|
|
$
|
0.93
|
|
|
$
|
1.27
|
|
|
$
|
1.88
|
|
Loss from discontinued operations
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
0.21
|
|
||||
Net income
|
$
|
0.81
|
|
|
$
|
0.93
|
|
|
$
|
1.25
|
|
|
$
|
2.09
|
|
2014:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
438,546
|
|
|
$
|
468,105
|
|
|
$
|
457,173
|
|
|
$
|
476,008
|
|
Gross profit
|
221,159
|
|
|
244,088
|
|
|
236,166
|
|
|
241,015
|
|
||||
Income from continuing operations before interest and taxes
|
59,020
|
|
|
74,752
|
|
|
81,935
|
|
|
69,155
|
|
||||
Income from continuing operations
|
35,269
|
|
|
48,830
|
|
|
55,228
|
|
|
52,133
|
|
||||
Loss from discontinued operations
|
(125
|
)
|
|
(1,125
|
)
|
|
(271
|
)
|
|
(1,188
|
)
|
||||
Net income
|
35,144
|
|
|
47,705
|
|
|
54,957
|
|
|
50,945
|
|
||||
Less: Income from continuing operations attributable to noncontrolling interest
|
186
|
|
|
453
|
|
|
126
|
|
|
307
|
|
||||
Net income attributable to common shareholders
|
34,958
|
|
|
47,252
|
|
|
54,831
|
|
|
50,638
|
|
||||
Earnings per share available to common shareholders — basic
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.85
|
|
|
$
|
1.17
|
|
|
$
|
1.33
|
|
|
$
|
1.25
|
|
Loss from discontinued operations
|
—
|
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.03
|
)
|
||||
Net income
|
$
|
0.85
|
|
|
$
|
1.14
|
|
|
$
|
1.32
|
|
|
$
|
1.22
|
|
Earnings per share available to common shareholders — diluted
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.77
|
|
|
$
|
1.04
|
|
|
$
|
1.18
|
|
|
$
|
1.10
|
|
Loss from discontinued operations
|
(0.01
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
(0.03
|
)
|
||||
Net income
|
$
|
0.76
|
|
|
$
|
1.02
|
|
|
$
|
1.18
|
|
|
$
|
1.07
|
|
|
Balance at
Beginning of
Year
|
|
Additions
Charged to
Income
|
|
Accounts
Receivable
Write-offs
|
|
Translation
and Other
|
|
Balance at
End of
Year
|
||||||||||
December 31, 2015
|
$
|
8,783
|
|
|
$
|
1,618
|
|
|
$
|
(1,387
|
)
|
|
$
|
(988
|
)
|
|
$
|
8,026
|
|
December 31, 2014
|
$
|
10,722
|
|
|
$
|
1,882
|
|
|
$
|
(2,738
|
)
|
|
$
|
(1,083
|
)
|
|
$
|
8,783
|
|
December 31, 2013
|
$
|
7,818
|
|
|
$
|
4,414
|
|
|
$
|
(1,446
|
)
|
|
$
|
(64
|
)
|
|
$
|
10,722
|
|
|
Balance at
Beginning of
Year
|
|
Additions
Charged to
Income
|
|
Inventory
Write-offs
|
|
Translation
and Other
|
|
Balance at
End of
Year
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw material
|
$
|
6,891
|
|
|
$
|
4,102
|
|
|
$
|
(1,611
|
)
|
|
$
|
(1,805
|
)
|
|
$
|
7,577
|
|
Work-in-process
|
509
|
|
|
579
|
|
|
(554
|
)
|
|
2,605
|
|
|
3,139
|
|
|||||
Finished goods
|
26,474
|
|
|
15,060
|
|
|
(13,653
|
)
|
|
(2,081
|
)
|
|
25,800
|
|
|||||
|
$
|
33,874
|
|
|
$
|
19,741
|
|
|
$
|
(15,818
|
)
|
|
$
|
(1,281
|
)
|
|
$
|
36,516
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw material
|
$
|
5,687
|
|
|
$
|
1,840
|
|
|
$
|
(2,391
|
)
|
|
$
|
1,755
|
|
|
$
|
6,891
|
|
Work-in-process
|
1,729
|
|
|
1,239
|
|
|
(1,720
|
)
|
|
(739
|
)
|
|
509
|
|
|||||
Finished goods
|
24,957
|
|
|
10,135
|
|
|
(7,317
|
)
|
|
(1,301
|
)
|
|
26,474
|
|
|||||
|
$
|
32,373
|
|
|
$
|
13,214
|
|
|
$
|
(11,428
|
)
|
|
$
|
(285
|
)
|
|
$
|
33,874
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw material
|
$
|
9,394
|
|
|
$
|
1,931
|
|
|
$
|
(5,774
|
)
|
|
$
|
136
|
|
|
$
|
5,687
|
|
Work-in-process
|
1,646
|
|
|
855
|
|
|
(340
|
)
|
|
(432
|
)
|
|
1,729
|
|
|||||
Finished goods
|
20,663
|
|
|
11,440
|
|
|
(11,663
|
)
|
|
4,517
|
|
|
24,957
|
|
|||||
|
$
|
31,703
|
|
|
$
|
14,226
|
|
|
$
|
(17,777
|
)
|
|
$
|
4,221
|
|
|
$
|
32,373
|
|
|
Balance at
Beginning of Year
|
|
Additions
Charged to
Expense
|
|
Reductions
Credited to
Expense
|
|
Translation
and Other
|
|
Balance at
End of Year
|
||||||||||
December 31, 2015
|
$
|
99,141
|
|
|
$
|
5,681
|
|
|
$
|
(190
|
)
|
|
$
|
(1,157
|
)
|
|
$
|
103,475
|
|
December 31, 2014
|
$
|
86,510
|
|
|
$
|
13,331
|
|
|
$
|
(3,741
|
)
|
|
$
|
3,041
|
|
|
$
|
99,141
|
|
December 31, 2013
|
$
|
69,527
|
|
|
$
|
21,118
|
|
|
$
|
(1,553
|
)
|
|
$
|
(2,582
|
)
|
|
$
|
86,510
|
|
Exhibit No.
|
|
Description
|
*3.1.1
|
—
|
Articles of Incorporation of the Company are incorporated by reference to Exhibit 3(a) to the Company’s Form 10-Q for the period ended June 30, 1985.
|
*3.1.2
|
—
|
Amendment to Article Thirteenth of the Company’s Articles of Incorporation is incorporated by reference to Exhibit 3 of the Company’s Form 10-Q for the period ended June 28, 1987.
|
*3.1.3
|
—
|
Amendment to the first paragraph of Article Fourth of the Company’s Articles of Incorporation is incorporated by reference to Proposal 2 of the Company’s Proxy Statement filed on March 29, 2007.
|
*3.2
|
—
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on May 7, 2009).
|
*4.1.1
|
—
|
Indenture, dated August 2, 2010, between the Company and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.4 to the Company’s registration statement on Form S-3 (Registration No. 333-168464) filed on August 2, 2010).
|
*4.1.2
|
—
|
First Supplemental Indenture, dated August 9, 2010, between the Company and Wells Fargo Bank, N.A., as trustee, relating to the Company’s 3.875% Convertible Subordinated Debentures due 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on August 9, 2010).
|
*4.1.3
|
—
|
Form of 3.875% Convertible Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit A in Exhibit 4.2 to the Company’s Form 8-K filed on August 9, 2010).
|
*4.1.4
|
—
|
Indenture, dated as of May 21, 2014, among the Company, the Guarantors party thereto and Wells Fargo Bank, N.A., as trustee, relating to the Company's 5.25% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on May 22, 2014).
|
*4.1.5
|
—
|
Form of 5.25% Senior Notes due 2024 (incorporated by reference to Exhibit A in Exhibit 4.1 to the Company’s Form 8-K filed on May 22, 2014).
|
*10.1
|
—
|
Teleflex Incorporated Retirement Income Plan, as amended and restated effective January 1, 2014.
|
+*10.2.1
|
—
|
Amended and Restated Teleflex Incorporated Deferred Compensation Plan, dated December 26, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-K filed on February 22, 2013).
|
+10.2.2
|
—
|
First Amendment to the Teleflex Incorporated Deferred Compensation Plan, dated December 11, 2015.
|
*10.3.1
|
—
|
Amended and Restated Teleflex 401(k) Savings Plan, effective as of January 1, 2014.
|
10.3.2
|
—
|
Special Amendment to Teleflex 401(k) Savings Plan, dated August 12, 2015.
|
+*10.4.1
|
—
|
2000 Stock Compensation Plan (incorporated by reference to the Company’s registration statement on Form S-8 (Registration No. 333-38224), filed on May 31, 2000).
|
+*10.4.2
|
—
|
Amendment dated March 28, 2012, to 2000 Stock Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 1, 2012).
|
+*10.5.1
|
—
|
2008 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement for the 2008 Annual Meeting of Stockholders filed on March 21, 2008).
|
+*10.5.2
|
—
|
Amendment dated March 28, 2012, to 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 1, 2012).
|
*10.5.3
|
—
|
Form of Stock Option Agreement for stock options granted on or after January 1, 2013 under the Company’s 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.5.3 to the Company's Form 10-K filed on February 24, 2014).
|
*10.5.4
|
—
|
Form of Restricted Stock Award Agreement for restricted stock awards granted on or after January 1, 2013 under the Company’s 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.5.4 to the Company's Form 10-K filed on February 24, 2014).
|
+*10.5.5
|
—
|
Restricted Stock Award Agreement between the Company and Benson F. Smith for restricted stock award granted on March 14, 2013 (incorporated by reference to Exhibit 10.5.5 to the Company's Form 10-K filed on February 24, 2014).
|
+10.5.6
|
—
|
Form of Stock Option Agreement for stock options granted to Benson F. Smith under the Company's 2014 Stock Incentive Plan.
|
+10.5.7
|
—
|
Form of Restricted Stock Award Agreement for restricted stock awards granted to Benson F. Smith under the Company's 2014 Stock Incentive Plan.
|
Exhibit No.
|
|
Description
|
+*10.6
|
—
|
Teleflex Incorporated 2011 Executive Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement for the 2011 Annual Meeting of Stockholders filed on March 25, 2011).
|
+*10.7
|
—
|
Teleflex Incorporated 2014 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's definitive Proxy Statement for the 2014 Annual Meeting of Stockholders filed on March 28, 2014).
|
+*10.8
|
—
|
Executive Change In Control Agreement, dated December 15, 2011, between the Company and Benson F. Smith (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 16, 2011).
|
+*10.9
|
—
|
Senior Executive Officer Severance Agreement, dated March 25, 2011, between the Company and Benson F. Smith (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on April 26, 2011).
|
+*10.10
|
—
|
Executive Change In Control Agreement, dated May 1, 2015, between the Company and Liam Kelly (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on July 30, 2015).
|
+*10.11
|
—
|
Senior Executive Officer Severance Agreement, dated May 1, 2015, between the Company and Liam Kelly (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on July 30, 2015).
|
+*10.12.1
|
—
|
Letter Agreement, dated as of May 1, 2015, between the Company and Liam Kelly, relating to compensation and benefits to be provided to Mr. Kelly in connection with his appointment as Executive Vice President and Chief Operating Officer (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on July 30, 2015).
|
+*10.13
|
—
|
Senior Executive Officer Severance Agreement, dated March 26, 2013, between the Company and Thomas E. Powell (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on April 30, 2013).
|
+*10.14
|
—
|
Executive Change In Control Agreement, dated March 26, 2013, between the Company and Thomas E. Powell (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on April 30, 2013).
|
+*10.15.1
|
—
|
Contract of Employment, dated September 27, 2011, between the Company and Thomas Anthony Kennedy (incorporated by reference to Exhibit 10.15.1 to the Company’s Form 10-K filed on February 20, 2015).
|
+*10.15.2
|
—
|
Letter Agreement, dated April 29, 2013, between the Company and Thomas Anthony Kennedy, relating to Mr. Kennedy's appointment as Senior Vice President, Global Operations (incorporated by reference to Exhibit 10.15.2 to the Company’s Form 10-K filed on February 20, 2015).
|
+*10.16
|
—
|
Letter Agreement, dated March 8, 2013, between the Company and Cameron Hicks relating to Mr. Hicks' employment as Vice President, Global Human Resources (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K filed on February 20, 2015).
|
+*10.17
|
—
|
Contract of Employment, dated November 26, 2012, between the Company and Karen Boylan (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K filed on February 20, 2015).
|
+10.18
|
—
|
Senior Executive Officer Severance Agreement, dated February 17, 2016, between the Company and James J. Leyden.
|
+10.19
|
—
|
Executive Change In Control Agreement, dated February 17, 2016, between the Company and James J. Leyden.
|
+10.20
|
—
|
Senior Executive Officer Severance Agreement, dated February 17, 2016, between the Company and Cameron P. Hicks.
|
+10.21
|
—
|
Executive Change In Control Agreement, dated February 17, 2016, between the Company and Cameron P. Hicks.
|
*10.22.1
|
—
|
Credit Agreement, dated July 16, 2013, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, the guarantors party thereto, the lenders party thereto and each other party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 22, 2013).
|
*10.22.2
|
—
|
Consent and Amendment No. 1, dated March 27, 2014, to Credit Agreement dated as of July 16, 2013 among the Company, the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on April 2, 2014).
|
Exhibit No.
|
|
Description
|
*10.23
|
—
|
Convertible Bond Hedge Transaction Confirmation, dated August 3, 2010, between the Company and Bank of America, National Association, as dealer (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 9, 2010).
|
*10.24
|
—
|
Convertible Bond Hedge Transaction Confirmation, dated August 3, 2010, between the Company and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, as dealer (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 9, 2010).
|
*10.25
|
—
|
Issuer Warrant Transaction Confirmation, dated August 3, 2010, between the Company and Bank of America, National Association, as dealer (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 9, 2010).
|
*10.26
|
—
|
Issuer Warrant Transaction Confirmation, dated August 3, 2010, between the Company and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, as dealer (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on August 9, 2010).
|
*14
|
—
|
Code of Ethics policy applicable to the Company’s Chief Executive Officer and senior financial officers (incorporated by reference to Exhibit 14 of the Company’s Form 10-K filed on March 11, 2004).
|
21
|
—
|
Subsidiaries of the Company.
|
23
|
—
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
—
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act.
|
31.2
|
—
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.
|
32.1
|
—
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act.
|
32.2
|
—
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act.
|
101.1
|
—
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended December 31, 2015, December 31, 2014 and December 31, 2013; (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, December 31, 2014 and December 31, 2013; (iii) the Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, December 31, 2014 and December 31, 2013; (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2015, December 31, 2014 and December 31, 2013; and (vi) Notes to Consolidated Financial Statements.
|
*
|
Each such exhibit has previously been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference.
|
+
|
Indicates management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.
|
|
Teleflex Incorporated
By:
/s/ Benson F. Smith
Name: Benson F. Smith Title: Chairman, President and CEO |
|
/s/ James J. Leyden
James J. Leyden
|
|
Teleflex Incorporated
By:
/s/ Benson F. Smith
Name: Benson F. Smith Title: Chairman, President and CEO |
|
/s/ Cameron P. Hicks
Cameron P. Hicks
|
A.
|
Teleflex Incorporated (“Company”) previously adopted and maintains the Teleflex Incorporated Deferred Compensation Plan (“Plan”) for the benefit of the members of its Board of Directors (“Board”) and a select group of management or highly compensated employees of the Company and of its affiliated entities which participate in the Plan with the consent of the Company.
|
B.
|
The Company desires to amend the Plan to clarify that an affiliate of the Company must be a United States entity to be a participating employer in the Plan.
|
C.
|
The Company also desires to amend the Plan, effective as of January 1, 2016, to add a three percent (3%) Employer Non-Elective Contribution formula for “Tier 2 Participants” (where the existing five percent (5%) Employer Non-Elective Contribution formula in the Plan will continue to apply to “Tier 1 Participants”).
|
D.
|
Section 7.1 of the Plan authorizes the Benefits Policy Committee to amend the Plan at any time and from time to time in accordance with its delegated authority, with the approval of the Compensation Committee of the Board if the amendment relates to or otherwise impacts the compensation of Section 16 Officers, as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934.
|
1.
|
Section 1.1(p), the definition of “
Employer
,” is hereby amended in its entirety to read as follows:
|
2.
|
Section 1.1(r), the definition of “
Participant
,” is hereby amended by adding the following new sentence to the end thereto:
|
3.
|
Section 2.7 of the Plan, “
Employer Non-Elective Contributions
,” is hereby amended in its entirety to read as follows, effective as of January 1, 2016:
|
A.
|
Teleflex Incorporated (“Company”) previously adopted and maintains the Teleflex 401(k) Savings Plan (“Plan”) for the benefit of its eligible employees and the eligible employees of its affiliated entities that have elected to participate in the Plan and their beneficiaries.
|
A.
|
The Company, as sponsor of the Plan, filed a determination letter application for the Plan with the Internal Revenue Service on January 29, 2015.
|
B.
|
The Financial Benefit Plans Committee (“Committee”) is authorized to amend the Plan in accordance with its charter and bylaws.
|
C.
|
The Committee desires to amend the Plan to incorporate various changes requested by the Internal Revenue Service as a condition for obtaining a favorable determination letter.
|
D.
|
Section 13.02 of the Plan authorizes the Committee to amend the Plan in accordance with its charter and bylaws.
|
E.
|
The Committee previously authorized the appropriate directors, officers or employees of the Company, or other authorized representatives so designated by the Company to secure a favorable determination letter from the Internal Revenue Service for the Plan, including, without limitation, the adoption and execution of any amendment to the Plan required by the Internal Revenue Service, as prepared with advice of counsel to the Company.
|
2.
|
The following sentences are hereby added to the first paragraph of Section 1.24 of the Plan, “
ESOP Loan
,” to read as follows:
|
3.
|
Section 1.25 of the Plan, “
ESOP Stock
,” is hereby amended by adding a new sentence to the end thereof to read as follows:
|
3.
|
Section 8.06 of the Plan, “
Employee Stock Ownership Plan
,” is hereby amended by adding a new paragraph to the end thereof to read as follows:
|
4.
|
All other terms and provisions of the Plan shall remain unchanged.
|
|
Entity Name
|
Jurisdiction of Formation
|
1.
|
1902 Federal Road, LLC
|
Delaware
|
2.
|
Airfoil Technologies International-Ohio, Inc.
|
Delaware
|
3.
|
Arrow Internacional de Chihuahua, S.A. de C.V.
|
Mexico
|
4.
|
Arrow Internacional de Mexico, S.A. de C.V.
|
Mexico
|
5.
|
Arrow International CR, a.s.
|
Czech Republic
|
6.
|
Arrow International Investment Corp.
|
Delaware
|
7.
|
Arrow International, Inc.
|
Pennsylvania
|
8.
|
Arrow Interventional, Inc.
|
Delaware
|
9.
|
Arrow Medical Holdings B.V.
|
Netherlands
|
10.
|
Distribuidora Arrow, S.A. de C.V.
|
Mexico
|
11.
|
EON Surgical Ltd.
|
Israel
|
12.
|
Hotspur Technologies, Inc.
|
Delaware
|
13.
|
Hudson Respiratory Care Tecate, S. de R.L. de C.V.
|
Mexico
|
14.
|
Human Medics Co., Ltd.
|
South Korea
|
15.
|
ICOR AB
|
Sweden
|
16.
|
IH Holding LLC
|
Delaware
|
17.
|
Inmed Manufacturing Sdn. Bhd.
|
Malaysia
|
18.
|
Intavent Direct Limited
|
United Kingdom
|
19.
|
LMA Medical Innovations Limited
|
Seychelles
|
20.
|
LMA Urology B.V.
|
Netherlands
|
21.
|
LMA Urology Limited
|
Seychelles
|
22.
|
LMA Urology Schweiz AG
|
Switzerland
|
23.
|
Mayo Healthcare Pty Ltd
|
Australia
|
24.
|
Medical Innovation B.V.
|
Netherlands
|
25.
|
Medical Service GmbH
|
Germany
|
26.
|
Nostix, LLC
|
Colorado
|
27.
|
Osprey Insurance Company
|
Arizona
|
28.
|
Rusch Asia Pacific Sdn. Bhd.
|
Malaysia
|
29.
|
Rüsch Austria GmbH
|
Austria
|
30.
|
Rusch Mexico, S.A. de C.V.
|
Mexico
|
31.
|
Rusch Uruguay Ltda.
|
Uruguay
|
32.
|
Simal SA
|
Belgium
|
33.
|
Sometec Holdings SAS
|
France
|
34.
|
Technology Development Corporation
|
Pennsylvania
|
35.
|
Technology Holding Company II
|
Delaware
|
36.
|
Technology Holding Company III
|
Delaware
|
37.
|
Teleflex Care
|
Bermuda
|
38.
|
Teleflex Funding LLC
|
Delaware
|
39.
|
Teleflex Grundstücks GmbH & Co. KG
|
Germany
|
40.
|
Teleflex Health Ltd.
|
Bermuda
|
41.
|
Teleflex Holding Netherlands B.V.
|
Netherlands
|
42.
|
Teleflex Holding Singapore Pte. Ltd.
|
Singapore
|
43.
|
Teleflex Korea Ltd.
|
South Korea
|
44.
|
Teleflex Life Sciences
|
Ireland
|
45.
|
Teleflex Lux Holding S.à r.l.
|
Luxembourg
|
46.
|
Teleflex Medical (Proprietary) Limited
|
South Africa
|
47.
|
Teleflex Medical Asia Pte. Ltd.
|
Singapore
|
48.
|
Teleflex Medical Australia Pty Ltd
|
Australia
|
49.
|
Teleflex Medical B.V.
|
Netherlands
|
50.
|
Teleflex Medical Brasil Serviços e Comércio de Produtos Médicos Ltda.
|
Brazil
|
51.
|
Teleflex Medical BVBA
|
Belgium
|
52.
|
Teleflex Medical Canada Inc.
|
Canada
|
53.
|
Teleflex Medical Chile SpA
|
Chile
|
54.
|
Teleflex Medical Colombia S.A.S.
|
Colombia
|
55.
|
Teleflex Medical de Mexico, S. de R.L. de C.V.
|
Mexico
|
56.
|
Teleflex Medical Devices S.à r.l.
|
Luxembourg
|
57.
|
Teleflex Medical EDC BVBA
|
Belgium
|
58.
|
Teleflex Medical Europe Limited
|
Ireland
|
59.
|
Teleflex Medical GmbH
|
Germany
|
60.
|
Teleflex Medical GmbH
|
Switzerland
|
61.
|
Teleflex Medical Hellas s.a.
|
Greece
|
62.
|
Teleflex Medical Incorporated
|
California
|
63.
|
Teleflex Medical Japan Ltd.
|
Japan
|
64.
|
Teleflex Medical New Zealand
|
New Zealand
|
65.
|
Teleflex Medical Private Limited
|
India
|
66.
|
Teleflex Medical S.r.l.
|
Italy
|
67.
|
Teleflex Medical SAS
|
France
|
68.
|
Teleflex Medical Sdn. Bhd.
|
Malaysia
|
69.
|
Teleflex Medical Technology Ltd
|
Cyprus
|
70.
|
Teleflex Medical Trading (Shanghai) Co., Ltd.
|
China
|
71.
|
Teleflex Medical Tuttlingen GmbH
|
Germany
|
72.
|
Teleflex Medical, S.A.
|
Spain
|
73.
|
Teleflex Medical, s.r.o.
|
Czech Republic
|
74.
|
Teleflex Medical, s.r.o.
|
Slovakia
|
75.
|
Teleflex Research S.à r.l.
|
Luxembourg
|
76.
|
Teleflex Swiss Holding GmbH
|
Switzerland
|
77.
|
TFX Aviation Inc.
|
California
|
78.
|
TFX Beteiligungsverwaltungs GmbH
|
Germany
|
79.
|
TFX Development LLC
|
Delaware
|
80.
|
TFX Engineering Ltd.
|
Bermuda
|
81.
|
TFX Equities Incorporated
|
Delaware
|
82.
|
TFX Group Limited
|
United Kingdom
|
83.
|
TFX Holding GmbH
|
Germany
|
84.
|
TFX International Corporation
|
Delaware
|
85.
|
TFX International SAS
|
France
|
86.
|
TFX Medical Wire Products, Inc.
|
Delaware
|
87.
|
TFX North America Inc.
|
Delaware
|
88.
|
The Laryngeal Mask Company (Malaysia) Sdn. Bhd.
|
Malaysia
|
89.
|
The Laryngeal Mask Company (Singapore) Pte. Ltd.
|
Singapore
|
90.
|
The Laryngeal Mask Company Limited
|
Seychelles
|
91.
|
T.K India Private Limited
|
India
|
92.
|
Truphatek (Beijing) Trading Co., Ltd.
|
China
|
93.
|
Truphatek Holdings (1993) Limited
|
Israel
|
94.
|
Truphatek International Limited
|
Israel
|
95.
|
Truphatek Product Resources India Private Limited
|
India
|
96.
|
Truphatek, Inc.
|
Missouri
|
97.
|
Vasonova, Inc.
|
Delaware
|
98.
|
Vidacare B.V.
|
Netherlands
|
99.
|
Vidacare LLC
|
Delaware
|
100.
|
Willy Rüsch GmbH
|
Germany
|
101.
|
Willy Rüsch + Seidel Medicalprodukte GmbH i.L.
|
Germany
|
102.
|
WIRUTEC Rüsch Medical Vertriebs GmbH
|
Germany
|
103.
|
Wolfe-Tory Medical, Inc.
|
Utah
|
Date: February 25, 2016
|
/s/ Benson F. Smith
|
|
Benson F. Smith
|
|
Chairman, President and Chief Executive Officer
|
Date: February 25, 2016
|
/s/ Thomas E. Powell
|
|
Thomas E. Powell
|
|
Executive Vice President and Chief Financial Officer
|
Date: February 25, 2016
|
/s/ Benson F. Smith
|
|
Benson F. Smith
|
|
Chairman, President and Chief Executive Officer
|
Date: February 25, 2016
|
/s/ Thomas E. Powell
|
|
Thomas E. Powell
|
|
Executive Vice President and Chief Financial Officer
|