|
|
(Mark One)
|
|
x
|
QUARTERLY 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 E. Swedesford Rd., Suite 400, Wayne, PA
|
|
19087
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
x
|
|
|
Accelerated filer
|
¨
|
|
|
|
|
|
|||
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
¨
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨
No
x
|
The registrant had 44,981,275 shares of common stock, par value $1.00 per share, outstanding as of May 1, 2017.
|
|
|
Page
|
||
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|||
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|
|
Item 1:
|
|
|
||
|
|
|
||
|
|
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||
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|
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||
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||
|
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||
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Item 2:
|
|
|
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Item 3:
|
|
|
||
Item 4:
|
|
|
||
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|
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||
|
|
|||
|
|
|
|
|
Item 1:
|
|
|
||
Item 1A:
|
|
|
||
Item 2:
|
|
|
||
Item 3:
|
|
|
||
Item 4:
|
|
|
||
Item 5:
|
|
|
||
Item 6:
|
|
|
||
|
|
|
||
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars and shares in thousands, except per share)
|
||||||
Net revenues
|
$
|
487,881
|
|
|
$
|
424,893
|
|
Cost of goods sold
|
232,321
|
|
|
199,746
|
|
||
Gross profit
|
255,560
|
|
|
225,147
|
|
||
Selling, general and administrative expenses
|
163,969
|
|
|
136,348
|
|
||
Research and development expenses
|
17,827
|
|
|
12,353
|
|
||
Restructuring charges
|
12,945
|
|
|
9,968
|
|
||
Gain on sale of assets
|
—
|
|
|
(1,019
|
)
|
||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
60,819
|
|
|
67,497
|
|
||
Interest expense
|
17,726
|
|
|
13,784
|
|
||
Interest income
|
(169
|
)
|
|
(80
|
)
|
||
Loss on extinguishment of debt
|
5,582
|
|
|
—
|
|
||
Income from continuing operations before taxes
|
37,680
|
|
|
53,793
|
|
||
(Benefit) taxes on income from continuing operations
|
(2,669
|
)
|
|
2,613
|
|
||
Income from continuing operations
|
40,349
|
|
|
51,180
|
|
||
Operating loss from discontinued operations
|
(282
|
)
|
|
(382
|
)
|
||
Benefit on loss from discontinued operations
|
(103
|
)
|
|
(70
|
)
|
||
Loss from discontinued operations
|
(179
|
)
|
|
(312
|
)
|
||
Net income
|
40,170
|
|
|
50,868
|
|
||
Less: Income from continuing operations attributable to noncontrolling interest
|
—
|
|
|
179
|
|
||
Net income attributable to common shareholders
|
$
|
40,170
|
|
|
$
|
50,689
|
|
Earnings per share available to common shareholders:
|
|
|
|
||||
Basic:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.90
|
|
|
$
|
1.22
|
|
Income (loss) from discontinued operations
|
(0.01
|
)
|
|
—
|
|
||
Net income
|
$
|
0.89
|
|
|
$
|
1.22
|
|
Diluted:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.87
|
|
|
$
|
1.05
|
|
Loss from discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
||
Net income
|
$
|
0.86
|
|
|
$
|
1.04
|
|
Dividends per share
|
$
|
0.34
|
|
|
$
|
0.34
|
|
Weighted average common shares outstanding
|
|
|
|
||||
Basic
|
44,893
|
|
|
41,647
|
|
||
Diluted
|
46,615
|
|
|
48,782
|
|
||
Amounts attributable to common shareholders:
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
40,349
|
|
|
$
|
51,001
|
|
Income (loss) from discontinued operations, net of tax
|
(179
|
)
|
|
(312
|
)
|
||
Net income
|
$
|
40,170
|
|
|
$
|
50,689
|
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
40,170
|
|
|
$
|
50,868
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Foreign currency translation, net of tax of $(7,089) and $(4,177)
|
46,982
|
|
|
20,455
|
|
||
Pension and other postretirement benefit plans adjustment, net of tax of $(532) and $(629)
|
890
|
|
|
1,238
|
|
||
Derivatives qualifying as hedges, net of tax of $(555) and $(379)
|
1,728
|
|
|
1,480
|
|
||
Other comprehensive income, net of tax:
|
49,600
|
|
|
23,173
|
|
||
Comprehensive income
|
89,770
|
|
|
74,041
|
|
||
Less: comprehensive income attributable to noncontrolling interest
|
—
|
|
|
158
|
|
||
Comprehensive income attributable to common shareholders
|
$
|
89,770
|
|
|
$
|
73,883
|
|
|
April 2, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
689,129
|
|
|
$
|
543,789
|
|
Accounts receivable, net
|
282,872
|
|
|
271,993
|
|
||
Inventories, net
|
355,289
|
|
|
316,171
|
|
||
Prepaid expenses and other current assets
|
47,238
|
|
|
40,382
|
|
||
Prepaid taxes
|
20,599
|
|
|
8,179
|
|
||
Assets held for sale
|
—
|
|
|
2,879
|
|
||
Total current assets
|
1,395,127
|
|
|
1,183,393
|
|
||
Property, plant and equipment, net
|
355,234
|
|
|
302,899
|
|
||
Goodwill
|
1,815,498
|
|
|
1,276,720
|
|
||
Intangible assets, net
|
1,620,454
|
|
|
1,091,663
|
|
||
Deferred tax assets
|
1,963
|
|
|
1,712
|
|
||
Other assets
|
44,160
|
|
|
34,826
|
|
||
Total assets
|
$
|
5,232,436
|
|
|
$
|
3,891,213
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current borrowings
|
$
|
131,095
|
|
|
$
|
183,071
|
|
Accounts payable
|
82,018
|
|
|
69,400
|
|
||
Accrued expenses
|
82,390
|
|
|
65,149
|
|
||
Current portion of contingent consideration
|
669
|
|
|
587
|
|
||
Payroll and benefit-related liabilities
|
65,927
|
|
|
82,679
|
|
||
Accrued interest
|
12,686
|
|
|
10,450
|
|
||
Income taxes payable
|
8,043
|
|
|
7,908
|
|
||
Other current liabilities
|
9,530
|
|
|
8,402
|
|
||
Total current liabilities
|
392,358
|
|
|
427,646
|
|
||
Long-term borrowings
|
1,957,797
|
|
|
850,252
|
|
||
Deferred tax liabilities
|
460,654
|
|
|
271,377
|
|
||
Pension and postretirement benefit liabilities
|
130,226
|
|
|
133,062
|
|
||
Noncurrent liability for uncertain tax positions
|
17,939
|
|
|
17,520
|
|
||
Other liabilities
|
54,558
|
|
|
52,015
|
|
||
Total liabilities
|
3,013,532
|
|
|
1,751,872
|
|
||
Commitments and contingencies
|
|
|
|
||||
Convertible notes - redeemable equity component
|
—
|
|
|
1,824
|
|
||
Mezzanine equity
|
—
|
|
|
1,824
|
|
||
Total shareholders' equity
|
2,218,904
|
|
|
2,137,517
|
|
||
Total liabilities and shareholders' equity
|
$
|
5,232,436
|
|
|
$
|
3,891,213
|
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Cash flows from operating activities of continuing operations:
|
|
|
|
||||
Net income
|
$
|
40,170
|
|
|
$
|
50,868
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Loss (income) from discontinued operations
|
179
|
|
|
312
|
|
||
Depreciation expense
|
14,180
|
|
|
12,602
|
|
||
Amortization expense of intangible assets
|
18,785
|
|
|
15,357
|
|
||
Amortization expense of deferred financing costs and debt discount
|
1,406
|
|
|
4,377
|
|
||
Loss on extinguishment of debt
|
5,582
|
|
|
—
|
|
||
Gain on sale of assets
|
—
|
|
|
(1,019
|
)
|
||
Fair value step up of acquired inventory sold
|
7,832
|
|
|
—
|
|
||
Changes in contingent consideration
|
179
|
|
|
377
|
|
||
Stock-based compensation
|
4,240
|
|
|
3,437
|
|
||
Deferred income taxes, net
|
(3,081
|
)
|
|
756
|
|
||
Other
|
(2,703
|
)
|
|
(3,114
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
|
|
|
|
||||
Accounts receivable
|
18,691
|
|
|
(10,568
|
)
|
||
Inventories
|
(5,322
|
)
|
|
(5,104
|
)
|
||
Prepaid expenses and other current assets
|
(1,224
|
)
|
|
(3,749
|
)
|
||
Accounts payable and accrued expenses
|
2,696
|
|
|
4,502
|
|
||
Income taxes receivable and payable, net
|
(10,670
|
)
|
|
(2,202
|
)
|
||
Net cash provided by operating activities from continuing operations
|
90,940
|
|
|
66,832
|
|
||
Cash flows from investing activities of continuing operations:
|
|
|
|
||||
Expenditures for property, plant and equipment
|
(12,894
|
)
|
|
(7,822
|
)
|
||
Proceeds from sale of assets
|
6,332
|
|
|
1,251
|
|
||
Payments for businesses and intangibles acquired, net of cash acquired
|
(975,524
|
)
|
|
—
|
|
||
Net cash used in investing activities from continuing operations
|
(982,086
|
)
|
|
(6,571
|
)
|
||
Cash flows from financing activities of continuing operations:
|
|
|
|
||||
Proceeds from new borrowings
|
1,194,500
|
|
|
—
|
|
||
Reduction in borrowings
|
(138,251
|
)
|
|
(9
|
)
|
||
Debt extinguishment, issuance and amendment fees
|
(19,114
|
)
|
|
—
|
|
||
Net proceeds from share based compensation plans and the related tax impacts
|
(505
|
)
|
|
3,180
|
|
||
Payments for contingent consideration
|
(79
|
)
|
|
(61
|
)
|
||
Dividends paid
|
(15,287
|
)
|
|
(14,179
|
)
|
||
Net cash provided by (used in) financing activities from continuing operations
|
1,021,264
|
|
|
(11,069
|
)
|
||
Cash flows from discontinued operations:
|
|
|
|
||||
Net cash used in operating activities
|
(266
|
)
|
|
(126
|
)
|
||
Net cash used in discontinued operations
|
(266
|
)
|
|
(126
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
15,488
|
|
|
5,126
|
|
||
Net increase in cash and cash equivalents
|
145,340
|
|
|
54,192
|
|
||
Cash and cash equivalents at the beginning of the period
|
543,789
|
|
|
338,366
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
689,129
|
|
|
$
|
392,558
|
|
|
|
|
|
||||
Non cash financing activities of continuing operations:
|
|
|
|
||||
Settlement and exchange of convertible notes with common or treasury stock
|
$
|
958
|
|
|
$
|
5
|
|
Acquisition of treasury stock associated with settlement and exchange of convertible note hedge and warrant agreements
|
$
|
19,311
|
|
|
$
|
11
|
|
|
Common Stock
|
|
Additional
Paid In
Capital
|
|
Retained
Earnings |
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Dollars
|
|
|
|
|
Shares
|
|
Dollars
|
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||
Balance at December 31, 2016
|
45,814
|
|
|
$
|
45,814
|
|
|
$
|
506,800
|
|
|
$
|
2,194,593
|
|
|
$
|
(438,717
|
)
|
|
1,741
|
|
|
$
|
(170,973
|
)
|
|
$
|
2,137,517
|
|
Net income
|
|
|
|
|
|
|
|
|
40,170
|
|
|
|
|
|
|
|
|
|
|
|
40,170
|
|
|||||||
Cash dividends ($0.34 per share)
|
|
|
|
|
|
|
|
|
|
(15,287
|
)
|
|
|
|
|
|
|
|
|
|
|
(15,287
|
)
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
49,600
|
|
|
|
|
|
|
|
|
49,600
|
|
||||||
Settlements of convertible notes
|
928
|
|
|
928
|
|
|
3,890
|
|
|
|
|
|
|
|
|
—
|
|
|
30
|
|
|
4,848
|
|
||||||
Settlements of note hedges associated with convertible notes and warrants
|
|
|
|
|
19,311
|
|
|
|
|
|
|
119
|
|
|
(19,309
|
)
|
|
2
|
|
||||||||||
Shares issued under compensation plans
|
53
|
|
|
53
|
|
|
(156
|
)
|
|
|
|
|
|
|
|
(41
|
)
|
|
2,069
|
|
|
1,966
|
|
||||||
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
88
|
|
|
88
|
|
||||||
Balance as of April 2, 2017
|
46,795
|
|
|
$
|
46,795
|
|
|
$
|
529,845
|
|
|
$
|
2,219,476
|
|
|
$
|
(389,117
|
)
|
|
1,817
|
|
|
$
|
(188,095
|
)
|
|
$
|
2,218,904
|
|
|
Fair value
|
|
Useful life range
|
|
|
(Dollars in thousands)
|
|
(Years)
|
|
Intellectual property
|
248,200
|
|
|
10- 20
|
In-process research and development ("IPR&D")
|
15,600
|
|
|
Indefinite
|
Trade names
|
16,650
|
|
|
20
|
Customer lists
|
258,800
|
|
|
25
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars and shares in thousands, except per share)
|
||||||
Net revenue
|
$
|
510,705
|
|
|
$
|
464,124
|
|
Net income
|
$
|
26,247
|
|
|
$
|
36,186
|
|
Basic earnings per common share:
|
|
|
|
||||
Net income
|
$
|
0.58
|
|
|
$
|
0.87
|
|
Diluted earnings per common share:
|
|
|
|
||||
Net income
|
$
|
0.56
|
|
|
$
|
0.74
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
44,893
|
|
|
41,647
|
|
||
Diluted
|
46,615
|
|
|
48,782
|
|
•
|
On September 2, 2016, the Company acquired certain assets of CarTika Medical, Inc., ("CarTika"), an original equipment manufacturer (OEM) of catheters and other medical devices that complement the Company's OEM product portfolio.
|
•
|
On July 1, 2016, the Company, which previously owned a
74%
controlling interest in its Indian affiliate, Teleflex Medical Private Limited, acquired the remaining
26%
ownership interest from the noncontrolling shareholders. Teleflex Medical Private Limited is part of the Company's Asia reportable operating segment. As this acquisition did not result in a change in the Company's control of the entity, the Company recognized the
$7.5 million
excess of the purchase price of the noncontrolling interest over its carrying value as equity.
|
•
|
During the second quarter 2016, the Company acquired certain assets of
two
medical device and supplies distributors in New Zealand.
|
Three Months Ended April 2, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Termination Benefits
|
|
Facility Closure Costs
|
|
Contract Termination Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
2017 Vascular Solutions Integration Program
|
$
|
4,482
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,482
|
|
2017 EMEA Restructuring Program
|
7,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,121
|
|
|||||
2016 Footprint realignment plan
|
539
|
|
|
12
|
|
|
(71
|
)
|
|
29
|
|
|
509
|
|
|||||
2014 Footprint realignment plan
|
303
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
311
|
|
|||||
Other restructuring programs
(1)
|
305
|
|
|
47
|
|
|
130
|
|
|
40
|
|
|
522
|
|
|||||
Total restructuring charges
|
$
|
12,750
|
|
|
$
|
59
|
|
|
$
|
59
|
|
|
$
|
77
|
|
|
$
|
12,945
|
|
Three Months Ended March 27, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Termination Benefits
|
|
Facility Closure Costs
|
|
Contract Termination Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
2016 Footprint realignment plan
|
$
|
10,347
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,347
|
|
Other restructuring programs
(2)
|
(495
|
)
|
|
123
|
|
|
(108
|
)
|
|
101
|
|
|
(379
|
)
|
|||||
Total restructuring charges
|
$
|
9,852
|
|
|
$
|
123
|
|
|
$
|
(108
|
)
|
|
101
|
|
|
$
|
9,968
|
|
(1)
|
Other restructuring programs include the 2016 Other Restructuring programs and the 2015 Restructuring programs. For a description of these plans, see Note 4 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2016.
|
(2)
|
Other restructuring programs includes the 2015 Restructuring programs, the 2014 Footprint Realignment plan and the 2012 Restructuring program. For a description of these plans, see Note 4 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2016.
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Restructuring charges
|
|
|
|
||||
Vascular North America
|
$
|
748
|
|
|
$
|
4,163
|
|
Anesthesia North America
|
247
|
|
|
1,875
|
|
||
Surgical North America
|
—
|
|
|
(19
|
)
|
||
EMEA
|
7,500
|
|
|
3,872
|
|
||
Asia
|
—
|
|
|
2
|
|
||
OEM
|
—
|
|
|
4
|
|
||
All other
|
4,450
|
|
|
71
|
|
||
Total restructuring charges
|
$
|
12,945
|
|
|
$
|
9,968
|
|
|
April 2, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Raw materials
|
$
|
92,172
|
|
|
$
|
65,319
|
|
Work-in-process
|
60,063
|
|
|
54,555
|
|
||
Finished goods
|
203,054
|
|
|
196,297
|
|
||
Inventories, net
|
$
|
355,289
|
|
|
$
|
316,171
|
|
|
Vascular
North America |
|
Anesthesia
North America |
|
Surgical
North America |
|
EMEA
|
|
Asia
|
|
OEM
|
|
All
Other |
|
Total
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
345,546
|
|
|
$
|
141,253
|
|
|
$
|
250,912
|
|
|
$
|
290,041
|
|
|
$
|
138,185
|
|
|
$
|
4,883
|
|
|
$
|
105,900
|
|
|
$
|
1,276,720
|
|
Goodwill related to acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521,396
|
|
|
521,396
|
|
||||||||
Currency translation and other adjustments
|
(1,590
|
)
|
|
93
|
|
|
—
|
|
|
11,186
|
|
|
5,735
|
|
|
—
|
|
|
1,958
|
|
|
17,382
|
|
||||||||
Balance as of April 2, 2017
|
$
|
343,956
|
|
|
$
|
141,346
|
|
|
$
|
250,912
|
|
|
$
|
301,227
|
|
|
$
|
143,920
|
|
|
$
|
4,883
|
|
|
$
|
629,254
|
|
|
$
|
1,815,498
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||||||
|
April 2, 2017
|
|
December 31, 2016
|
|
April 2, 2017
|
|
December 31, 2016
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Customer relationships
|
$
|
885,648
|
|
|
$
|
622,428
|
|
|
$
|
(248,033
|
)
|
|
$
|
(239,055
|
)
|
In-process research and development
|
32,689
|
|
|
16,532
|
|
|
—
|
|
|
—
|
|
||||
Intellectual property
|
769,892
|
|
|
519,962
|
|
|
(213,843
|
)
|
|
(203,390
|
)
|
||||
Distribution rights
|
23,185
|
|
|
23,021
|
|
|
(15,673
|
)
|
|
(15,239
|
)
|
||||
Trade names
|
400,406
|
|
|
379,724
|
|
|
(15,357
|
)
|
|
(13,974
|
)
|
||||
Non-compete agreements
|
2,771
|
|
|
2,692
|
|
|
(1,231
|
)
|
|
(1,038
|
)
|
||||
|
$
|
2,114,591
|
|
|
$
|
1,564,359
|
|
|
$
|
(494,137
|
)
|
|
$
|
(472,696
|
)
|
|
April 2, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Senior Credit Facility:
|
|
|
|
||||
Revolving credit facility, at a rate of 2.46% at April 2, 2017, due 2022
|
$
|
608,000
|
|
|
$
|
210,000
|
|
Term loan facility, at a rate of 2.44% at April 2, 2017, due 2022
|
750,000
|
|
|
—
|
|
||
3.875% Convertible Senior Subordinated Notes due 2017
|
44,325
|
|
|
136,076
|
|
||
4.875% Senior Notes due 2026
|
400,000
|
|
|
400,000
|
|
||
5.25% Senior Notes due 2024
|
250,000
|
|
|
250,000
|
|
||
Securitization program, at a rate of 1.73% at April 2, 2017
|
50,000
|
|
|
50,000
|
|
||
|
2,102,325
|
|
|
1,046,076
|
|
||
Less: Unamortized debt discount on 3.875% Convertible Senior Subordinated Notes due 2017
|
(504
|
)
|
|
(2,707
|
)
|
||
Less: Unamortized debt issuance costs
|
(12,929
|
)
|
|
(10,046
|
)
|
||
|
2,088,892
|
|
|
1,033,323
|
|
||
Current borrowings
|
(131,095
|
)
|
|
(183,071
|
)
|
||
Long-term borrowings
|
$
|
1,957,797
|
|
|
$
|
850,252
|
|
|
April 2, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Level 1
|
$
|
140,389
|
|
|
$
|
344,765
|
|
Level 2
|
2,015,793
|
|
|
929,362
|
|
||
Total
|
$
|
2,156,182
|
|
|
$
|
1,274,127
|
|
|
April 2, 2017
|
|
December 31, 2016
|
||||
|
Fair Value
|
||||||
|
(Dollars in thousands)
|
||||||
Asset derivatives:
|
|
|
|
||||
Designated foreign currency forward contracts
|
$
|
2,054
|
|
|
$
|
667
|
|
Non-designated foreign currency forward contracts
|
152
|
|
|
490
|
|
||
Prepaid expenses and other current assets
|
$
|
2,206
|
|
|
$
|
1,157
|
|
Total asset derivatives
|
$
|
2,206
|
|
|
$
|
1,157
|
|
Liability derivatives:
|
|
|
|
||||
Designated foreign currency forward contracts
|
$
|
1,589
|
|
|
$
|
2,139
|
|
Non-designated foreign currency forward contracts
|
303
|
|
|
118
|
|
||
Other current liabilities
|
$
|
1,892
|
|
|
$
|
2,257
|
|
Total liability derivatives
|
$
|
1,892
|
|
|
$
|
2,257
|
|
|
After Tax Gain (Loss) Recognized in OCI
|
||||||
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Foreign currency forward contracts
|
$
|
1,728
|
|
|
$
|
1,480
|
|
|
April 2, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Allowance for doubtful accounts
(1)
|
$
|
9,188
|
|
|
$
|
8,630
|
|
Current and long-term trade accounts receivable in Greece, Italy, Spain and Portugal
(2)
|
$
|
46,272
|
|
|
$
|
51,098
|
|
Percentage of total net current and long-term trade accounts receivable - Greece, Italy, Spain and Portugal
|
16.4
|
%
|
|
19.3
|
%
|
(1)
|
The current portion of the allowance for doubtful accounts was
$2.1 million
and
$2.0 million
as of April 2, 2017 and December 31, 2016, respectively, and was recognized in accounts receivable, net.
|
(2)
|
The long-term portion of trade accounts receivable, net from customers in Greece, Italy, Spain and Portugal at
April 2, 2017
and
December 31, 2016
was
$3.2 million
and
$2.7 million
, respectively In January 2017, the Company sold
$16.1 million
of receivables outstanding with respect to publicly funded hospitals in Italy for
$16.0 million
.
|
|
Total carrying
value at April 2, 2017 |
|
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
|
$
|
8,048
|
|
|
$
|
8,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets
|
2,206
|
|
|
—
|
|
|
2,206
|
|
|
—
|
|
||||
Derivative liabilities
|
1,892
|
|
|
—
|
|
|
1,892
|
|
|
—
|
|
||||
Contingent consideration liabilities
(1)
|
7,202
|
|
|
—
|
|
|
—
|
|
|
7,202
|
|
|
Total carrying
value at December 31, 2016 |
|
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
|
$
|
7,660
|
|
|
$
|
7,660
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets
|
1,157
|
|
|
—
|
|
|
1,157
|
|
|
—
|
|
||||
Derivative liabilities
|
2,257
|
|
|
—
|
|
|
2,257
|
|
|
—
|
|
||||
Contingent consideration liabilities
(1)
|
7,102
|
|
|
—
|
|
|
—
|
|
|
7,102
|
|
(1)
|
As of
April 2, 2017
and December 31, 2016,
$0.7 million
and
$0.6 million
was recorded as the current portion of contingent consideration, respectively, and
$6.5 million
was recognized in other liabilities in the condensed consolidated balance sheet.
|
|
Contingent consideration
|
||
|
2017
|
||
|
(Dollars in thousands)
|
||
Balance - December 31, 2016
|
$
|
7,102
|
|
Payment
|
(79
|
)
|
|
Revaluations
|
179
|
|
|
Balance - April 2, 2017
|
$
|
7,202
|
|
|
Three Months Ended
|
||||
|
April 2, 2017
|
|
March 27, 2016
|
||
|
(Shares in thousands)
|
||||
Basic
|
44,893
|
|
|
41,647
|
|
Dilutive effect of share-based awards
|
821
|
|
|
519
|
|
Dilutive effect of 3.875% Convertible Notes and warrants
(1)
|
901
|
|
|
6,616
|
|
Diluted
|
46,615
|
|
|
48,782
|
|
(1)
|
The reduction in the dilutive effect of the Convertible Notes and warrants at April 2, 2017 as compared to March 27, 2016 is due to the Company’s repurchase of Convertible Notes and conversions by holders of the Convertible Notes subsequent to March 27, 2016.
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Benefit Plans
|
|
Foreign Currency Translation Adjustment
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance as of December 31, 2016
|
$
|
(2,424
|
)
|
|
$
|
(136,596
|
)
|
|
$
|
(299,697
|
)
|
|
$
|
(438,717
|
)
|
Other comprehensive income (loss) before reclassifications
|
350
|
|
|
(241
|
)
|
|
46,982
|
|
|
47,091
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
1,378
|
|
|
1,131
|
|
|
—
|
|
|
2,509
|
|
||||
Net current-period other comprehensive income
|
1,728
|
|
|
890
|
|
|
46,982
|
|
|
49,600
|
|
||||
Balance as of April 2, 2017
|
$
|
(696
|
)
|
|
$
|
(135,706
|
)
|
|
$
|
(252,715
|
)
|
|
$
|
(389,117
|
)
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Benefit Plans
|
|
Foreign Currency Translation Adjustment
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance at December 31, 2015
|
$
|
(2,491
|
)
|
|
$
|
(138,887
|
)
|
|
$
|
(229,746
|
)
|
|
$
|
(371,124
|
)
|
Other comprehensive (loss) before reclassifications
|
(50
|
)
|
|
182
|
|
|
20,476
|
|
|
20,608
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
1,530
|
|
|
1,056
|
|
|
—
|
|
|
2,586
|
|
||||
Net current-period other comprehensive income
|
1,480
|
|
|
1,238
|
|
|
20,476
|
|
|
23,194
|
|
||||
Balance at March 27, 2016
|
$
|
(1,011
|
)
|
|
$
|
(137,649
|
)
|
|
$
|
(209,270
|
)
|
|
$
|
(347,930
|
)
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Losses on foreign exchange contracts:
|
|
|
|
||||
Cost of goods sold
|
$
|
1,645
|
|
|
$
|
1,871
|
|
Total before tax
|
1,645
|
|
|
1,871
|
|
||
Tax benefit
|
(267
|
)
|
|
(341
|
)
|
||
Net of tax
|
$
|
1,378
|
|
|
$
|
1,530
|
|
Amortization of pension and other postretirement benefit items:
|
|
|
|
||||
Actuarial losses
(1)
|
$
|
1,726
|
|
|
$
|
1,622
|
|
Prior-service costs
(1)
|
29
|
|
|
14
|
|
||
Total before tax
|
1,755
|
|
|
1,636
|
|
||
Tax benefit
|
(624
|
)
|
|
(580
|
)
|
||
Net of tax
|
$
|
1,131
|
|
|
$
|
1,056
|
|
|
|
|
|
||||
Total reclassifications, net of tax
|
$
|
2,509
|
|
|
$
|
2,586
|
|
|
Three Months Ended
|
||
|
April 2, 2017
|
|
March 27, 2016
|
Effective income tax rate
|
(7.1)%
|
|
4.9%
|
|
Pension
Three Months Ended |
|
Other Postretirement Benefits
Three Months Ended |
||||||||||||
|
April 2, 2017
|
|
March 27, 2016
|
|
April 2, 2017
|
|
March 27, 2016
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Service cost
|
$
|
717
|
|
|
$
|
652
|
|
|
$
|
74
|
|
|
$
|
111
|
|
Interest cost
|
3,785
|
|
|
3,920
|
|
|
378
|
|
|
406
|
|
||||
Expected return on plan assets
|
(6,743
|
)
|
|
(6,198
|
)
|
|
—
|
|
|
—
|
|
||||
Net amortization and deferral
|
1,690
|
|
|
1,579
|
|
|
65
|
|
|
57
|
|
||||
Net benefits expense (income)
|
$
|
(551
|
)
|
|
$
|
(47
|
)
|
|
$
|
517
|
|
|
$
|
574
|
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Revenue
|
|
|
|
||||
Vascular North America
|
$
|
93,849
|
|
|
$
|
81,588
|
|
Anesthesia North America
|
48,207
|
|
|
45,957
|
|
||
Surgical North America
|
45,944
|
|
|
38,941
|
|
||
EMEA
|
130,733
|
|
|
122,095
|
|
||
Asia
|
48,953
|
|
|
49,156
|
|
||
OEM
|
43,346
|
|
|
33,977
|
|
||
All other
|
76,849
|
|
|
53,179
|
|
||
Consolidated net revenues
|
$
|
487,881
|
|
|
$
|
424,893
|
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Operating profit
|
|
|
|
||||
Vascular North America
|
$
|
24,816
|
|
|
$
|
19,656
|
|
Anesthesia North America
|
13,527
|
|
|
12,177
|
|
||
Surgical North America
|
16,380
|
|
|
13,256
|
|
||
EMEA
|
22,240
|
|
|
21,043
|
|
||
Asia
|
10,798
|
|
|
13,008
|
|
||
OEM
|
9,121
|
|
|
5,189
|
|
||
All other
|
(6,301
|
)
|
|
5,743
|
|
||
Total segment operating profit
(1)
|
90,581
|
|
|
90,072
|
|
||
Unallocated expenses
(2)
|
(29,762
|
)
|
|
(22,575
|
)
|
||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
$
|
60,819
|
|
|
$
|
67,497
|
|
(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 net revenues, 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.
|
a.
|
Parent Company, the issuer of the guaranteed obligations;
|
b.
|
Guarantor Subsidiaries, on a combined basis;
|
c.
|
Non-Guarantor Subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed
payment of the 2024 Notes and 2026 Notes), on a combined basis; and
|
d.
|
Parent Company and its subsidiaries on a consolidated basis.
|
|
Three Months Ended April 2, 2017
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Condensed
Consolidated |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
315,643
|
|
|
$
|
276,315
|
|
|
$
|
(104,077
|
)
|
|
$
|
487,881
|
|
Cost of goods sold
|
—
|
|
|
192,001
|
|
|
143,896
|
|
|
(103,576
|
)
|
|
232,321
|
|
|||||
Gross profit
|
—
|
|
|
123,642
|
|
|
132,419
|
|
|
(501
|
)
|
|
255,560
|
|
|||||
Selling, general and administrative expenses
|
20,519
|
|
|
94,043
|
|
|
48,844
|
|
|
563
|
|
|
163,969
|
|
|||||
Research and development expenses
|
235
|
|
|
11,186
|
|
|
6,406
|
|
|
—
|
|
|
17,827
|
|
|||||
Restructuring charges
|
—
|
|
|
5,374
|
|
|
7,571
|
|
|
—
|
|
|
12,945
|
|
|||||
(Loss) income from continuing operations before interest, extinguishment of debt and taxes
|
(20,754
|
)
|
|
13,039
|
|
|
69,598
|
|
|
(1,064
|
)
|
|
60,819
|
|
|||||
Interest, net
|
47,674
|
|
|
(30,963
|
)
|
|
846
|
|
|
—
|
|
|
17,557
|
|
|||||
Loss on extinguishment of debt
|
5,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,582
|
|
|||||
(Loss) income from continuing operations before taxes
|
(74,010
|
)
|
|
44,002
|
|
|
68,752
|
|
|
(1,064
|
)
|
|
37,680
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(29,907
|
)
|
|
14,485
|
|
|
12,229
|
|
|
524
|
|
|
(2,669
|
)
|
|||||
Equity in net income of consolidated subsidiaries
|
84,452
|
|
|
55,802
|
|
|
216
|
|
|
(140,470
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
40,349
|
|
|
85,319
|
|
|
56,739
|
|
|
(142,058
|
)
|
|
40,349
|
|
|||||
Operating loss from discontinued operations
|
(282
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(282
|
)
|
|||||
Benefit on loss from discontinued operations
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|||||
Loss from discontinued operations
|
(179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|||||
Net income
|
40,170
|
|
|
85,319
|
|
|
56,739
|
|
|
(142,058
|
)
|
|
40,170
|
|
|||||
Other comprehensive income
|
49,600
|
|
|
49,404
|
|
|
53,901
|
|
|
(103,305
|
)
|
|
49,600
|
|
|||||
Comprehensive income
|
$
|
89,770
|
|
|
$
|
134,723
|
|
|
$
|
110,640
|
|
|
$
|
(245,363
|
)
|
|
$
|
89,770
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three Months Ended March 27, 2016
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Condensed
Consolidated |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
258,911
|
|
|
$
|
261,348
|
|
|
$
|
(95,366
|
)
|
|
$
|
424,893
|
|
Cost of goods sold
|
—
|
|
|
155,541
|
|
|
132,963
|
|
|
(88,758
|
)
|
|
199,746
|
|
|||||
Gross profit
|
—
|
|
|
103,370
|
|
|
128,385
|
|
|
(6,608
|
)
|
|
225,147
|
|
|||||
Selling, general and administrative expenses
|
9,329
|
|
|
81,477
|
|
|
45,059
|
|
|
483
|
|
|
136,348
|
|
|||||
Research and development expenses
|
—
|
|
|
6,435
|
|
|
5,918
|
|
|
—
|
|
|
12,353
|
|
|||||
Restructuring charges
|
—
|
|
|
4,758
|
|
|
5,210
|
|
|
—
|
|
|
9,968
|
|
|||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(1,019
|
)
|
|
—
|
|
|
(1,019
|
)
|
|||||
(Loss) income from continuing operations before interest and taxes
|
(9,329
|
)
|
|
10,700
|
|
|
73,217
|
|
|
(7,091
|
)
|
|
67,497
|
|
|||||
Interest, net
|
33,044
|
|
|
(20,318
|
)
|
|
978
|
|
|
—
|
|
|
13,704
|
|
|||||
(Loss) income from continuing operations before taxes
|
(42,373
|
)
|
|
31,018
|
|
|
72,239
|
|
|
(7,091
|
)
|
|
53,793
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(15,848
|
)
|
|
11,677
|
|
|
7,864
|
|
|
(1,080
|
)
|
|
2,613
|
|
|||||
Equity in net income of consolidated subsidiaries
|
77,457
|
|
|
57,900
|
|
|
168
|
|
|
(135,525
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
50,932
|
|
|
77,241
|
|
|
64,543
|
|
|
(141,536
|
)
|
|
51,180
|
|
|||||
Operating loss from discontinued operations
|
(382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|||||
(Benefit) taxes on loss from discontinued operations
|
(139
|
)
|
|
—
|
|
|
69
|
|
|
—
|
|
|
(70
|
)
|
|||||
Loss from discontinued operations
|
(243
|
)
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(312
|
)
|
|||||
Net income
|
50,689
|
|
|
77,241
|
|
|
64,474
|
|
|
(141,536
|
)
|
|
50,868
|
|
|||||
Less: Income from continuing operations attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
179
|
|
|||||
Net income attributable to common shareholders
|
50,689
|
|
|
77,241
|
|
|
64,295
|
|
|
(141,536
|
)
|
|
50,689
|
|
|||||
Other comprehensive income attributable to common shareholders
|
23,194
|
|
|
18,573
|
|
|
22,412
|
|
|
(40,985
|
)
|
|
23,194
|
|
|||||
Comprehensive income attributable to common shareholders
|
$
|
73,883
|
|
|
$
|
95,814
|
|
|
$
|
86,707
|
|
|
$
|
(182,521
|
)
|
|
$
|
73,883
|
|
|
April 2, 2017
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Condensed
Consolidated |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
153,100
|
|
|
$
|
7,593
|
|
|
$
|
528,436
|
|
|
$
|
—
|
|
|
$
|
689,129
|
|
Accounts receivable, net
|
2,215
|
|
|
34,464
|
|
|
241,897
|
|
|
4,296
|
|
|
282,872
|
|
|||||
Accounts receivable from consolidated subsidiaries
|
8,025
|
|
|
2,238,256
|
|
|
338,230
|
|
|
(2,584,511
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
222,619
|
|
|
158,358
|
|
|
(25,688
|
)
|
|
355,289
|
|
|||||
Prepaid expenses and other current assets
|
14,084
|
|
|
9,477
|
|
|
20,340
|
|
|
3,337
|
|
|
47,238
|
|
|||||
Prepaid taxes
|
11,072
|
|
|
—
|
|
|
9,527
|
|
|
—
|
|
|
20,599
|
|
|||||
Total current assets
|
188,496
|
|
|
2,512,409
|
|
|
1,296,788
|
|
|
(2,602,566
|
)
|
|
1,395,127
|
|
|||||
Property, plant and equipment, net
|
2,517
|
|
|
207,818
|
|
|
144,899
|
|
|
—
|
|
|
355,234
|
|
|||||
Goodwill
|
—
|
|
|
1,228,353
|
|
|
587,145
|
|
|
—
|
|
|
1,815,498
|
|
|||||
Intangibles assets, net
|
—
|
|
|
1,167,974
|
|
|
452,480
|
|
|
—
|
|
|
1,620,454
|
|
|||||
Deferred tax assets
|
72,621
|
|
|
—
|
|
|
5,434
|
|
|
(76,092
|
)
|
|
1,963
|
|
|||||
Notes receivable and other amounts due from consolidated subsidiaries
|
1,321,595
|
|
|
2,151,605
|
|
|
—
|
|
|
(3,473,200
|
)
|
|
—
|
|
|||||
Other assets
|
7,203,940
|
|
|
1,578,527
|
|
|
30,859
|
|
|
(8,769,166
|
)
|
|
44,160
|
|
|||||
Total assets
|
$
|
8,789,169
|
|
|
$
|
8,846,686
|
|
|
$
|
2,517,605
|
|
|
$
|
(14,921,024
|
)
|
|
$
|
5,232,436
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current borrowings
|
$
|
81,095
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
131,095
|
|
Accounts payable
|
4,335
|
|
|
40,095
|
|
|
37,588
|
|
|
—
|
|
|
82,018
|
|
|||||
Accounts payable to consolidated subsidiaries
|
2,290,413
|
|
|
255,530
|
|
|
38,568
|
|
|
(2,584,511
|
)
|
|
—
|
|
|||||
Accrued expenses
|
19,473
|
|
|
26,116
|
|
|
36,801
|
|
|
—
|
|
|
82,390
|
|
|||||
Current portion of contingent consideration
|
—
|
|
|
669
|
|
|
—
|
|
|
—
|
|
|
669
|
|
|||||
Payroll and benefit-related liabilities
|
16,858
|
|
|
15,707
|
|
|
33,362
|
|
|
—
|
|
|
65,927
|
|
|||||
Accrued interest
|
12,657
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
12,686
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
7,519
|
|
|
524
|
|
|
8,043
|
|
|||||
Other current liabilities
|
1,926
|
|
|
4,153
|
|
|
3,451
|
|
|
—
|
|
|
9,530
|
|
|||||
Total current liabilities
|
2,426,757
|
|
|
342,270
|
|
|
207,318
|
|
|
(2,583,987
|
)
|
|
392,358
|
|
|||||
Long-term borrowings
|
1,957,797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,957,797
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
504,454
|
|
|
32,292
|
|
|
(76,092
|
)
|
|
460,654
|
|
|||||
Pension and postretirement benefit liabilities
|
82,623
|
|
|
31,223
|
|
|
16,380
|
|
|
—
|
|
|
130,226
|
|
|||||
Noncurrent liability for uncertain tax positions
|
1,432
|
|
|
13,731
|
|
|
2,776
|
|
|
—
|
|
|
17,939
|
|
|||||
Notes payable and other amounts due to consolidated subsidiaries
|
2,076,792
|
|
|
1,203,358
|
|
|
193,050
|
|
|
(3,473,200
|
)
|
|
—
|
|
|||||
Other liabilities
|
24,864
|
|
|
15,770
|
|
|
13,924
|
|
|
—
|
|
|
54,558
|
|
|||||
Total liabilities
|
6,570,265
|
|
|
2,110,806
|
|
|
465,740
|
|
|
(6,133,279
|
)
|
|
3,013,532
|
|
|||||
Total shareholders' equity
|
2,218,904
|
|
|
6,735,880
|
|
|
2,051,865
|
|
|
(8,787,745
|
)
|
|
2,218,904
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
8,789,169
|
|
|
$
|
8,846,686
|
|
|
$
|
2,517,605
|
|
|
$
|
(14,921,024
|
)
|
|
$
|
5,232,436
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Condensed
Consolidated |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
14,571
|
|
|
$
|
1,031
|
|
|
$
|
528,187
|
|
|
$
|
—
|
|
|
$
|
543,789
|
|
Accounts receivable, net
|
2,551
|
|
|
8,768
|
|
|
255,815
|
|
|
4,859
|
|
|
271,993
|
|
|||||
Accounts receivable from consolidated subsidiaries
|
4,861
|
|
|
2,176,059
|
|
|
309,149
|
|
|
(2,490,069
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
200,852
|
|
|
140,406
|
|
|
(25,087
|
)
|
|
316,171
|
|
|||||
Prepaid expenses and other current assets
|
14,239
|
|
|
5,332
|
|
|
17,474
|
|
|
3,337
|
|
|
40,382
|
|
|||||
Prepaid taxes
|
—
|
|
|
—
|
|
|
7,766
|
|
|
413
|
|
|
8,179
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
2,879
|
|
|
—
|
|
|
2,879
|
|
|||||
Total current assets
|
36,222
|
|
|
2,392,042
|
|
|
1,261,676
|
|
|
(2,506,547
|
)
|
|
1,183,393
|
|
|||||
Property, plant and equipment, net
|
2,566
|
|
|
163,847
|
|
|
136,486
|
|
|
—
|
|
|
302,899
|
|
|||||
Goodwill
|
—
|
|
|
708,546
|
|
|
568,174
|
|
|
—
|
|
|
1,276,720
|
|
|||||
Intangibles assets, net
|
—
|
|
|
640,999
|
|
|
450,664
|
|
|
—
|
|
|
1,091,663
|
|
|||||
Deferred tax assets
|
73,051
|
|
|
—
|
|
|
5,185
|
|
|
(76,524
|
)
|
|
1,712
|
|
|||||
Notes receivable and other amounts due from consolidated subsidiaries
|
1,387,615
|
|
|
2,085,538
|
|
|
—
|
|
|
(3,473,153
|
)
|
|
—
|
|
|||||
Other assets
|
6,044,337
|
|
|
1,525,285
|
|
|
29,962
|
|
|
(7,564,758
|
)
|
|
34,826
|
|
|||||
Total assets
|
$
|
7,543,791
|
|
|
$
|
7,516,257
|
|
|
$
|
2,452,147
|
|
|
$
|
(13,620,982
|
)
|
|
$
|
3,891,213
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current borrowings
|
$
|
133,071
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
183,071
|
|
Accounts payable
|
4,540
|
|
|
30,924
|
|
|
33,936
|
|
|
—
|
|
|
69,400
|
|
|||||
Accounts payable to consolidated subsidiaries
|
2,242,814
|
|
|
214,203
|
|
|
33,052
|
|
|
(2,490,069
|
)
|
|
—
|
|
|||||
Accrued expenses
|
16,827
|
|
|
18,126
|
|
|
30,196
|
|
|
—
|
|
|
65,149
|
|
|||||
Current portion of contingent consideration
|
—
|
|
|
587
|
|
|
—
|
|
|
—
|
|
|
587
|
|
|||||
Payroll and benefit-related liabilities
|
20,610
|
|
|
26,672
|
|
|
35,397
|
|
|
—
|
|
|
82,679
|
|
|||||
Accrued interest
|
10,429
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
10,450
|
|
|||||
Income taxes payable
|
1,246
|
|
|
—
|
|
|
6,577
|
|
|
85
|
|
|
7,908
|
|
|||||
Other current liabilities
|
2,262
|
|
|
3,643
|
|
|
2,497
|
|
|
—
|
|
|
8,402
|
|
|||||
Total current liabilities
|
2,431,799
|
|
|
294,155
|
|
|
191,676
|
|
|
(2,489,984
|
)
|
|
427,646
|
|
|||||
Long-term borrowings
|
850,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
850,252
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
316,526
|
|
|
31,375
|
|
|
(76,524
|
)
|
|
271,377
|
|
|||||
Pension and postretirement benefit liabilities
|
85,645
|
|
|
31,561
|
|
|
15,856
|
|
|
—
|
|
|
133,062
|
|
|||||
Noncurrent liability for uncertain tax positions
|
1,169
|
|
|
13,684
|
|
|
2,667
|
|
|
—
|
|
|
17,520
|
|
|||||
Notes payable and other amounts due to consolidated subsidiaries
|
2,011,737
|
|
|
1,264,004
|
|
|
197,412
|
|
|
(3,473,153
|
)
|
|
—
|
|
|||||
Other liabilities
|
23,848
|
|
|
15,695
|
|
|
12,472
|
|
|
—
|
|
|
52,015
|
|
|||||
Total liabilities
|
5,404,450
|
|
|
1,935,625
|
|
|
451,458
|
|
|
(6,039,661
|
)
|
|
1,751,872
|
|
|||||
Convertible notes - redeemable equity component
|
1,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,824
|
|
|||||
Mezzanine equity
|
1,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,824
|
|
|||||
Total shareholders' equity
|
2,137,517
|
|
|
5,580,632
|
|
|
2,000,689
|
|
|
(7,581,321
|
)
|
|
2,137,517
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
7,543,791
|
|
|
$
|
7,516,257
|
|
|
$
|
2,452,147
|
|
|
$
|
(13,620,982
|
)
|
|
$
|
3,891,213
|
|
|
Three Months Ended April 2, 2017
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Condensed
Consolidated |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(86,020
|
)
|
|
$
|
158,343
|
|
|
$
|
80,535
|
|
|
$
|
(61,918
|
)
|
|
$
|
90,940
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(155
|
)
|
|
(2,206
|
)
|
|
(10,533
|
)
|
|
—
|
|
|
(12,894
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
6,332
|
|
|
—
|
|
|
6,332
|
|
|||||
Payments for businesses and intangibles acquired, net of cash acquired
|
(975,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(975,524
|
)
|
|||||
Net cash used in investing activities from continuing operations
|
(975,679
|
)
|
|
(2,206
|
)
|
|
(4,201
|
)
|
|
—
|
|
|
(982,086
|
)
|
|||||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from new borrowings
|
1,194,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,194,500
|
|
|||||
Reduction in borrowings
|
(138,251
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,251
|
)
|
|||||
Debt extinguishment, issuance and amendment fees
|
(19,114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,114
|
)
|
|||||
Net proceeds from share based compensation plans and the related tax impacts
|
(505
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(505
|
)
|
|||||
Payments for contingent consideration
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|||||
Dividends paid
|
(15,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,287
|
)
|
|||||
Intercompany transactions
|
179,151
|
|
|
(149,496
|
)
|
|
(29,655
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(61,918
|
)
|
|
61,918
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
1,200,494
|
|
|
(149,575
|
)
|
|
(91,573
|
)
|
|
61,918
|
|
|
1,021,264
|
|
|||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(266
|
)
|
|||||
Net cash used in discontinued operations
|
(266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(266
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
15,488
|
|
|
—
|
|
|
15,488
|
|
|||||
Net increase in cash and cash equivalents
|
138,529
|
|
|
6,562
|
|
|
249
|
|
|
|
|
|
145,340
|
|
|||||
Cash and cash equivalents at the beginning of the period
|
14,571
|
|
|
1,031
|
|
|
528,187
|
|
|
—
|
|
|
543,789
|
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
153,100
|
|
|
$
|
7,593
|
|
|
$
|
528,436
|
|
|
$
|
—
|
|
|
$
|
689,129
|
|
|
Three Months Ended March 27, 2016
|
||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Condensed
Consolidated |
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(18,852
|
)
|
|
$
|
25,624
|
|
|
$
|
60,060
|
|
|
$
|
66,832
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
||||||||
Expenditures for property, plant and equipment
|
(5
|
)
|
|
(3,470
|
)
|
|
(4,347
|
)
|
|
(7,822
|
)
|
||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
1,251
|
|
|
1,251
|
|
||||
Net cash used in investing activities from continuing operations
|
(5
|
)
|
|
(3,470
|
)
|
|
(3,096
|
)
|
|
(6,571
|
)
|
||||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||
Reduction in borrowings
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||
Net proceeds from share based compensation plans and the related tax impacts
|
3,180
|
|
|
—
|
|
|
—
|
|
|
3,180
|
|
||||
Payments for contingent consideration
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
||||
Dividends paid
|
(14,179
|
)
|
|
—
|
|
|
—
|
|
|
(14,179
|
)
|
||||
Intercompany transactions
|
32,371
|
|
|
(21,088
|
)
|
|
(11,283
|
)
|
|
—
|
|
||||
Net cash provided by (used in) financing activities from continuing operations
|
21,363
|
|
|
(21,149
|
)
|
|
(11,283
|
)
|
|
(11,069
|
)
|
||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in operating activities
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
||||
Net cash used in discontinued operations
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
5,126
|
|
|
5,126
|
|
||||
Net increase in cash and cash equivalents
|
2,380
|
|
|
1,005
|
|
|
50,807
|
|
|
54,192
|
|
||||
Cash and cash equivalents at the beginning of the period
|
21,612
|
|
|
—
|
|
|
316,754
|
|
|
338,366
|
|
||||
Cash and cash equivalents at the end of the period
|
$
|
23,992
|
|
|
$
|
1,005
|
|
|
$
|
367,561
|
|
|
$
|
392,558
|
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in millions)
|
||||||
Gross profit
|
$
|
255.6
|
|
|
$
|
225.1
|
|
Percentage of sales
|
52.4
|
%
|
|
53.0
|
%
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in millions)
|
||||||
Selling, general and administrative
|
$
|
164.0
|
|
|
$
|
136.3
|
|
Percentage of sales
|
33.6
|
%
|
|
32.1
|
%
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in millions)
|
||||||
Research and development
|
$
|
17.8
|
|
|
$
|
12.4
|
|
Percentage of sales
|
3.6
|
%
|
|
2.9
|
%
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in millions)
|
||||||
Restructuring charges
|
$
|
12.9
|
|
|
$
|
10.0
|
|
|
Ongoing Restructuring Plans and Programs
|
||||
|
Estimated Total
|
|
Through
December 31, 2016
|
|
Estimated Remaining from January 1, 2017 through
December 31, 2021
(2)
|
|
(Dollars in millions)
|
||||
Restructuring charges
|
$51 - $60
|
|
$33
|
|
$18 - $27
|
Restructuring related charges
(1)
|
53 - 65
|
|
30
|
|
23 - 35
|
Total charges
|
$104 - $125
|
|
63
|
|
$41 - $62
|
|
|
|
|
|
|
Pre-tax savings
(3)
|
$60 - $71
|
|
31
|
|
$29 - $40
|
Vascular Solutions integration program - synergies
|
$20 - $25
|
|
—
|
|
$20 - $25
|
(1)
|
Restructuring related charges principally constitute accelerated depreciation and other costs primarily related to the transfer of manufacturing operations to new locations and are expected to be recognized primarily in cost of goods sold.
|
(2)
|
We expect to incur substantially all of the costs prior to the end of 2018, and to have realized substantially all of the estimated annual pre-tax savings and synergies by the year ended December 31, 2019.
|
(3)
|
Approximately 65% of the savings is expected to result in reductions to cost of goods sold. During 2016, in connection with our execution of the 2014 footprint realignment plan, we implemented changes to medication delivery devices included in certain of our kits, which are expected to result in increased product costs (and therefore reduce the annual savings that were estimated at the inception of the program). However, we also expect to achieve improved pricing on these kits to offset the cost, which is expected to result in estimated annual increased revenues of $5 million to $6 million. We expect to begin realizing the benefits of this incremental pricing in 2017. Savings generated from restructuring programs are difficult to estimate, given the nature and timing of the restructuring activities and the possibility that unanticipated expenditures may be required as the program progresses. Moreover, predictions of revenues related to increased pricing are particularly uncertain and can be affected by a number of factors, including customer resistance to price increases and competition.
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in millions)
|
||||||
Interest expense
|
$
|
17.7
|
|
|
$
|
13.8
|
|
Average interest rate on debt
|
3.5
|
%
|
|
3.5
|
%
|
|
Three Months Ended
|
||||||
|
April 2, 2017
|
|
March 27, 2016
|
||||
|
(Dollars in millions)
|
||||||
Loss on extinguishment of debt
|
$
|
5.6
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||
|
April 2, 2017
|
|
March 27, 2016
|
||
Effective income tax rate
|
(7.1
|
)%
|
|
4.9
|
%
|
|
Three Months Ended
|
|||||||||
|
April 2, 2017
|
|
March 27, 2016
|
|
% Increase/
(Decrease) |
|||||
Segment Revenue
|
(Dollars in millions)
|
|
|
|||||||
Vascular North America
|
$
|
93.8
|
|
|
$
|
81.5
|
|
|
15.0
|
|
Anesthesia North America
|
48.2
|
|
|
46.0
|
|
|
4.9
|
|
||
Surgical North America
|
46.0
|
|
|
38.9
|
|
|
18.0
|
|
||
EMEA
|
130.7
|
|
|
122.1
|
|
|
7.1
|
|
||
Asia
|
49.0
|
|
|
49.2
|
|
|
(0.4
|
)
|
||
OEM
|
43.3
|
|
|
34.0
|
|
|
27.6
|
|
||
All other
|
76.9
|
|
|
53.2
|
|
|
44.5
|
|
||
Segment net revenues
|
$
|
487.9
|
|
|
$
|
424.9
|
|
|
14.8
|
|
|
|
|
|
|
|
|||||
|
Three Months Ended
|
|||||||||
|
April 2, 2017
|
|
March 27, 2016
|
|
% Increase/
(Decrease) |
|||||
Segment Operating Profit
|
(Dollars in millions)
|
|
|
|||||||
Vascular North America
|
$
|
24.8
|
|
|
$
|
19.7
|
|
|
26.3
|
|
Anesthesia North America
|
13.5
|
|
|
12.2
|
|
|
11.1
|
|
||
Surgical North America
|
16.4
|
|
|
13.3
|
|
|
23.6
|
|
||
EMEA
|
22.3
|
|
|
21.0
|
|
|
5.7
|
|
||
Asia
|
10.8
|
|
|
13.0
|
|
|
(17.0
|
)
|
||
OEM
|
9.1
|
|
|
5.2
|
|
|
75.8
|
|
||
All other
|
(6.3
|
)
|
|
5.7
|
|
|
(209.7
|
)
|
||
Segment operating profit
(1)
|
$
|
90.6
|
|
|
$
|
90.1
|
|
|
0.6
|
|
(1)
|
See Note 14 to our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest, extinguishment of debt and taxes.
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3
years |
|
3-5
years |
|
More than
5 years |
||||||||||
|
|
|
(Dollars in thousands)
|
||||||||||||||||
Total borrowings
|
$
|
2,012,325
|
|
|
$
|
131,825
|
|
|
$
|
75,000
|
|
|
$
|
1,245,500
|
|
|
$
|
650,000
|
|
Interest obligations
(1)
|
429,904
|
|
|
67,588
|
|
|
130,849
|
|
|
121,233
|
|
|
110,234
|
|
(1)
|
Interest payments on floating rate debt are based on the interest rate in effect on
April 2, 2017
.
|
Exhibit No.
|
|
|
|
Description
|
10.1
|
|
—
|
|
Consulting Agreement, dated March 31, 2017, between the Company and Benson F. Smith.
|
10.2
|
|
—
|
|
Senior Executive Officer Severance Agreement, dated March 31, 2017, between the Company and Liam Kelly.
|
10.3
|
|
—
|
|
Executive Change In Control Agreement, dated March 31, 2017, between the Company and Liam Kelly.
|
31.1
|
|
—
|
|
Certification of Chief Executive Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
|
31.2
|
|
—
|
|
Certification of Chief Financial Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
|
32.1
|
|
—
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
—
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.1
|
|
—
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three months ended April 2, 2017 and March 27, 2016; (ii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended April 2, 2017 and March 27, 2016; (iii) the Condensed Consolidated Balance Sheets as of April 2, 2017 and December 31, 2016; (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended April 2, 2017 and March 27, 2016; (v) the Condensed Consolidated Statements of Changes in Equity for the three months ended April 2, 2017 and March 27, 2016; and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
TELEFLEX INCORPORATED
|
||
|
|
|
||
|
|
By:
|
|
/s/ Benson F. Smith
|
|
|
|
|
Benson F. Smith
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
By:
|
|
/s/ Thomas E. Powell
|
|
|
|
|
Thomas E. Powell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Teleflex Incorporated
By:
/s/ Cameron P. Hicks
Name: Cameron P. Hicks
Title: Vice President - Global Human Resources
|
|
/s/ Liam Kelly
Liam Kelly
|
|
|
|
|
|
Witness
|
|
Liam Kelly
|
|
|
|
|
|
|
|
|
Date: May 4, 2017
|
|
/s/ Benson F. Smith
|
|
|
Benson F. Smith
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Date: May 4, 2017
|
|
/s/ Thomas E. Powell
|
|
|
Thomas E. Powell
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
Date: May 4, 2017
|
|
/s/ Benson F. Smith
|
|
|
Benson F. Smith
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Date: May 4, 2017
|
|
/s/ Thomas E. Powell
|
|
|
Thomas E. Powell
Executive Vice President and Chief Financial Officer
|