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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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23-1147939
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer identification no.)
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|
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550 East Swedesford Road, Suite 400, Wayne, Pennsylvania
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19087
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock, par value $1 per share
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New York Stock Exchange
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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
¨
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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 every Interactive Data File required to be submitted 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 such files). Yes
x
No
¨
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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
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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.
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Certain provisions of the registrant’s definitive proxy statement in connection with its 2018 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.
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(1) For purposes of this computation 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.
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•
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changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments;
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•
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demand for and market acceptance of new and existing products;
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•
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our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations;
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•
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our inability to effectively execute our restructuring programs;
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•
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our inability to realize anticipated savings resulting from restructuring plans and programs;
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•
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the impact of enacted healthcare reform legislation and proposals to amend or replace the legislation;
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•
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changes in Medicare, Medicaid and third-party coverage and reimbursements;
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•
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the impact of tax legislation and related regulations;
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•
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competitive market conditions and resulting effects on revenues and pricing;
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•
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increases in raw material costs that cannot be recovered in product pricing;
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•
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global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues and the impact of the United Kingdom's pending departure from the European Union, commonly referred to as "Brexit";
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•
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difficulties entering new markets; and
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•
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general economic conditions.
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ITEM 1.
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BUSINESS
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•
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development of new products and product line extensions;
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•
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investment in new technologies and broadening the application of our existing technologies;
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•
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expansion of the use of our products in existing markets and introduction of our products into new geographic markets;
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•
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achievement of economies of scale as we continue to expand by utilizing our direct sales force and distribution network to sell new products, as well as by increasing efficiencies in our sales and marketing organizations, research and development activities and manufacturing and distribution facilities; and
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•
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expansion of our product portfolio through select acquisitions, licensing arrangements and business partnerships that enhance, expand or expedite our development initiatives or our ability to increase our market share.
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•
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Arrow Central Venous Catheters (CVCs): Arrow CVCs are inserted in the neck or shoulder area and come in multiple lengths with up to five channels, or lumens. They are available with a pressure injectable option that 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.
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•
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Arrow EZ-IO Intraosseous Vascular Access System: The Arrow EZ-IO system provides intraosseous, or in the bone, access for the delivery of medications and fluids 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, while, as noted below, sales of the product for use in pre-hospital emergency settings are included in our Anesthesia North America segment results.
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•
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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 in order to administer various types of intravenous medications and therapies. Arrow PICCs have a pressure injectable option that can withstand the higher pressures required to inject contrast media for CT scans.
|
•
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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 for short or long-term periods to treat patients who may have poor peripheral circulation.
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•
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Arrow Midline Catheters: Arrow Midlines are made of a flexible polyurethane material and are inserted in the upper arm. Midlines are appropriate when patients face difficult intravenous catheter insertions or therapy will last no longer than one to four weeks.
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•
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Arrow Vascular Positioning Systems (VPS): We offer two distinct catheter tip positioning systems that are designed to facilitate precise placement of catheters within the heart. The first is our VPS G4 Vascular Positioning System, indicated as an alternative to chest x-ray confirmation for CVC tip placement confirmation in adult patients. The VPS G4 analyzes multiple metrics, in real time, to help clinicians navigate through the circulatory system and identify the correct catheter tip placement in the heart. We also offer the Arrow VPS Rhythm™ System, which provides electrocardiogram (ECG)-based tip confirmation in a highly portable, lightweight and versatile design. ECG technology facilitates catheter tip placement and confirmation within the superior vena-cava-cavatorial junction in the heart, and can be used with a broad range of catheter types. When paired with our VPS TipTracker stylet for insertion of PICCs, the Arrow VPS Rhythm System provides real-time visual navigation by tracing the catheter pathway with a blue line on a color screen.
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•
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Arrow Arterial Catheterization Kits: Our Arrow arterial catheterization kits 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.
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•
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Arrow Multi-Lumen Access Catheters (MAC): The Arrow MAC combines the access of a sheath introducer with the high-flow lumens of a central line. The MAC's hemostasis valve allows for easy access for additional devices, such as a thermodilution catheter or ARROW MAC Companion Catheter, adding up to three additional lumens.
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•
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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.
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•
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Arrow Endurance Extended Dwell Peripheral Catheter System: The Arrow Endurance enables the provision of continuous intravenous therapy for the entire length of stay. It permits access to the patient’s peripheral vascular system to sample blood, monitor blood pressure, or administer fluids.
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•
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The Chocolate XD Percutaneous Transluminal Coronary Angioplasty (PTCA) Balloon: The Chocolate XD PTCA Balloon is a non-drug coated angioplasty balloon catheter used in the preparation and treatment of coronary lesions.
|
•
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Glider PTCA Balloon Catheter: The Glider PTCA Balloon Catheter is an angioplasty balloon catheter designed to cross through tight lesions or stent struts during complex coronary procedures.
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•
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Manta Vascular Closure Device: The Manta Vascular Closure Device is used for closure of large bore arteriotomies at femoral arterial access sites after cardiac catheterization.
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•
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GuideLiner guide extension catheters: Our GuideLiner family is designed to increase guide catheter support and stability to allow deep-seating of the guide catheter for distal device delivery and selective delivery of contrast. The device can also be utilized in assisting complex cardiac catheter interventions.
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•
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TrapLiner catheters: Our TrapLiner catheter is intended for use in conjunction with guide catheters to access discrete regions of the coronary and/or peripheral vasculature, to facilitate placement of interventional devices and to facilitate the exchange of interventional devices while maintaining the position of the guidewire within the vasculature. The TrapLiner catheter is similar in design to the GuideLiner guide extension catheter, with the added feature of an integrated balloon for trapping a standard 0.014” guidewire within a guide catheter. The TrapLiner catheter can be used as an alternative method to the trapping technique that requires the use of a percutaneous transluminal coronary angioplasty (PTCA) balloon to exchange an existing over-the-wire catheter while maintaining guidewire position. The technique of guidewire trapping for catheter exchange is most commonly performed in complex interventional procedures.
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•
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Turnpike catheters: These catheters may be used to facilitate placement and exchange of guidewires and to deliver diagnostic and therapeutic agents to discrete regions of the coronary and peripheral vasculature.
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•
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Micro-introducers: These products are used to gain percutaneous access to the vasculature for performing arterial and venous catheterization procedures.
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•
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TwinPass Torque: The TwinPass Torque is designed for procedures that call for the delivery of two interventional guidewires from a single catheter in clinical situations where catheter delivery and turning control are important.
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•
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Guidewires: Our Spectre Guidewire is a dual-core design guidewire that provides enhanced deliverability in coronary and peripheral interventions. Raider Guidewire is a specialty wire with a unique tip designed to gain access to small vessels.
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•
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Arrow OnControl Powered Bone Marrow / Bone Access System: The Arrow OnControl powered bone access system is used to perform bone marrow biopsies and aspirations and access bone lesions for hematology and in ontological diagnostic procedures.
|
•
|
Arrow Trerotola Percutaneous Thrombectomy Device (PTD): The Arrow Trerotola PTD is used for declotting of dialysis grafts and fistulas, respectively indirect and direct connections between an artery and a vein for hemodialysis access.
|
•
|
Arrow Chronic Hemodialysis Catheters: The Arrow chronic hemodialysis catheters include both antegrade and retrograde insertion options for split, step and symmetrical tip configurations.
|
•
|
ARROW-Clark VectorFlow Hemodialysis Catheter: The Arrow-Clark VectorFlow catheter is a symmetrical tip tunneled hemodialysis catheter designed to reduce loss of lock solution (which is used on catheters to reduce the risk of thrombosis), give sustained high flows and reduce the risk of thrombus accumulation due to platelet activation. Additionally, the specially designed catheter tip enables placement flexibility with minimal impact on recirculation.
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•
|
Arrow Polysite Low Profile Hybrid Ports: The Arrow Polysite Low Profile Hybrid Port is used for long-term access to the central venous system and to facilitate repeated vascular access. It is available in multiple standard French sizes. The hybrid design provides a strong titanium reservoir and lightweight plastic body delivering the strength and the comfort needed for long-term treatment in patients of all sizes.
|
•
|
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. Routes of administration include percutaneous, subcutaneous and epidural, and into the intra-operative (soft tissue/body cavity) sites. The AutoFuser offers multiple reservoir sizes and configurations to meet a variety of clinical demands.
|
•
|
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 Gastro Airway is the first single-use laryngeal mask with a gastric channel. Designed for use in upper endoscopy procedures, this device offers an increased level of airway management for clinicians. The LMA Gastro 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.
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•
|
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 and Green Rusch Lite Blade, a single-use system designed to help facilities comply with standards designed to reduce the potential for patient cross-contamination associated with reusable devices during intubation.
|
•
|
Weck Ligation Systems: Our Weck Ligation Systems feature the Weck Metal Ligating Clips and Hem-o-lok Polymer Ligating Clips. Weck Metal 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 Polymer Ligating Clips are intended for use in procedures involving ligation of vessels or tissue structures and are sold in various sizes in a manual and automatic format.
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•
|
Weck EFx Fascial Closure Systems: Our Weck fascial closure systems are used in laparoscopic surgical procedures and are intended to facilitate placement of sutures used to repair laparoscopic defects and minimize complications and costs associated with port-site herniation. We offer a full portfolio of fascial closure devices, which provides a wide range of clinical options.
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•
|
Percutaneous Surgical Systems: Our MiniLap surgical instruments are designed to be inserted percutaneously (through the skin) to enable surgeons to perform laparoscopic surgery without the need for an insertion trocar. The MiniLap family of surgical instruments consists of a ThumbGrip option with a 2.3mm shaft or a pistol design option, called MiniGrip, with a 2.4mm shaft. In addition, we have developed the Percuvance percutaneous surgical system, which features a 2.9mm device shaft with 5 mm operating tips. The Percuvance system is used to penetrate soft tissue to access certain areas of the abdomen and to grasp, hold and manipulate tissue, and, like our MiniLap surgical instruments, enables surgeons to access the abdominal cavity without the need for access ports.
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•
|
device listing and establishment registration;
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•
|
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, potentially 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
|
|
Liam J. Kelly
|
|
52
|
|
|
President and Chief Executive Officer
|
Thomas E. Powell
|
|
57
|
|
|
Executive Vice President and Chief Financial Officer
|
Karen T. Boylan
|
|
47
|
|
|
Vice President, Global Strategic Projects
|
Cameron P. Hicks
|
|
54
|
|
|
Vice President, Global Human Resources
|
James J. Leyden
|
|
52
|
|
|
Vice President, General Counsel and Secretary
|
•
|
identify viable new products;
|
•
|
maintain sufficient liquidity to fund our investments in research and development and product acquisitions;
|
•
|
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 or restrictions on 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 was suspended for 2016 and 2017 as a result of the enactment of the Consolidated Appropriations Act of 2016 and has been further suspended for 2018 and 2019 as a result of the enactment of the Consolidated Appropriations Act of 2018;
|
•
|
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, tariffs and other duties, especially in light of trade disputes between the United States and several foreign countries, including China;
|
•
|
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 resulting 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;
|
•
|
the impact of the United Kingdom's pending departure from the European Union, commonly referred to as "Brexit";
|
•
|
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 capital expenditures, research and development efforts and other general corporate expenditures;
|
•
|
limit our ability to borrow additional funds for 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 pursuing business opportunities; and
|
•
|
place us at a disadvantage compared to competitors that have less indebtedness.
|
•
|
refinance all or a portion of our indebtedness;
|
•
|
sell assets;
|
•
|
reduce or delay capital expenditures; or
|
•
|
seek to raise additional capital.
|
•
|
incur additional indebtedness or issue preferred stock or otherwise disqualified stock;
|
•
|
create liens;
|
•
|
pay dividends, make investments or make other restricted payments;
|
•
|
sell assets;
|
•
|
merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and
|
•
|
enter into transactions with our affiliates.
|
•
|
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
|
|
627,000
|
|
Leased
|
Kamunting, Malaysia
|
|
286,000
|
|
Owned
|
Nuevo Laredo, Mexico
|
|
277,000
|
|
Leased
|
Asheboro, NC
|
|
204,000
|
|
Owned
|
Reading, PA
|
|
166,000
|
|
Owned
|
Tongeren, Belgium
|
|
163,000
|
|
Leased
|
Morrisville, NC
|
|
162,000
|
|
Leased
|
Chihuahua, Mexico
|
|
153,000
|
|
Owned
|
Maple Grove, MN
|
|
129,000
|
|
Owned
|
Zdar Nad Sazauou, Czech Republic
|
|
108,000
|
|
Owned
|
Chihuahua, Mexico
|
|
100,000
|
|
Leased
|
Tecate, Mexico
|
|
102,000
|
|
Leased
|
Hradec Kralove, Czech Republic
|
|
92,000
|
|
Owned
|
Chelmsford, MA
|
|
91,000
|
|
Leased
|
Kulim, Malaysia
|
|
90,000
|
|
Owned
|
Kernen, Germany
|
|
86,000
|
|
Leased
|
Arlington Heights, IL
|
|
86,000
|
|
Leased
|
Wayne, PA
|
|
84,000
|
|
Leased
|
Jaffrey, NH
|
|
81,000
|
|
Owned
|
Kamunting, Malaysia
|
|
77,000
|
|
Leased
|
Chihuahua, Mexico
|
|
68,000
|
|
Leased
|
Chihuahua, Mexico
|
|
63,000
|
|
Owned
|
Limerick, Ireland
|
|
59,000
|
|
Owned
|
Mansfield, MA
|
|
57,000
|
|
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
|
Company / Index
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
Teleflex Incorporated
|
|
100
|
|
|
124
|
|
|
143
|
|
|
177
|
|
|
275
|
|
|
288
|
|
S&P 500 Index
|
|
100
|
|
|
114
|
|
|
115
|
|
|
129
|
|
|
157
|
|
|
150
|
|
S&P 500 Healthcare Equipment & Supply Index
|
|
100
|
|
|
126
|
|
|
134
|
|
|
142
|
|
|
186
|
|
|
213
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
2018
(1)
|
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
|
2014
(1)
|
||||||||||
|
|
(Dollars in thousands, except per share)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
2,448,383
|
|
|
$
|
2,146,303
|
|
|
$
|
1,868,027
|
|
|
$
|
1,809,690
|
|
|
$
|
1,839,832
|
|
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
|
$
|
321,704
|
|
|
$
|
372,279
|
|
|
$
|
319,453
|
|
|
$
|
315,891
|
|
|
$
|
284,862
|
|
Income from continuing operations
|
|
$
|
196,432
|
|
|
$
|
155,263
|
|
|
$
|
237,651
|
|
|
$
|
236,808
|
|
|
$
|
191,460
|
|
Amounts attributable to common shareholders for income from continuing operations
|
|
$
|
196,432
|
|
|
$
|
155,263
|
|
|
$
|
237,187
|
|
|
$
|
235,958
|
|
|
$
|
190,388
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations — basic
|
|
$
|
4.30
|
|
|
$
|
3.45
|
|
|
$
|
5.47
|
|
|
$
|
5.68
|
|
|
$
|
4.60
|
|
Income from continuing operations — diluted
|
|
$
|
4.20
|
|
|
$
|
3.33
|
|
|
$
|
4.98
|
|
|
$
|
4.91
|
|
|
$
|
4.10
|
|
Cash dividends
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
6,277,991
|
|
|
$
|
6,181,492
|
|
|
$
|
3,891,213
|
|
|
$
|
3,871,774
|
|
|
$
|
3,912,431
|
|
Long-term borrowings
|
|
$
|
2,072,200
|
|
|
$
|
2,162,927
|
|
|
$
|
850,252
|
|
|
$
|
641,850
|
|
|
$
|
693,720
|
|
Shareholders’ equity
|
|
$
|
2,539,978
|
|
|
$
|
2,430,531
|
|
|
$
|
2,137,517
|
|
|
$
|
2,009,272
|
|
|
$
|
1,911,309
|
|
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities from continuing operations
|
|
$
|
435,086
|
|
|
$
|
426,301
|
|
|
$
|
410,590
|
|
|
$
|
303,446
|
|
|
$
|
290,241
|
|
Net cash used in investing activities from continuing operations
|
|
$
|
(196,394
|
)
|
|
$
|
(1,832,855
|
)
|
|
$
|
(56,974
|
)
|
|
$
|
(154,848
|
)
|
|
$
|
(108,137
|
)
|
Net cash (used in) provided by financing activities from continuing operations
|
|
$
|
(206,433
|
)
|
|
$
|
1,141,259
|
|
|
$
|
(118,692
|
)
|
|
$
|
(85,583
|
)
|
|
$
|
(287,703
|
)
|
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Free cash flow
(2)
|
|
$
|
354,291
|
|
|
$
|
355,398
|
|
|
$
|
357,455
|
|
|
$
|
241,998
|
|
|
$
|
222,670
|
|
(1)
|
Amounts include the impact of businesses acquired during the period, commencing on the respective acquisition dates. See
Note 4
to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
|
(2)
|
Free cash flow is calculated by subtracting capital expenditures from cash provided by operating activities from continuing operations. Free cash flow is 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.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash provided by operating activities from continuing operations
|
$
|
435,086
|
|
|
$
|
426,301
|
|
|
$
|
410,590
|
|
|
$
|
303,446
|
|
|
$
|
290,241
|
|
Less: Capital expenditures
|
80,795
|
|
|
70,903
|
|
|
53,135
|
|
|
61,448
|
|
|
67,571
|
|
|||||
Free cash flow
|
$
|
354,291
|
|
|
$
|
355,398
|
|
|
$
|
357,455
|
|
|
$
|
241,998
|
|
|
$
|
222,670
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Net Revenues
|
$
|
2,448.4
|
|
|
$
|
2,146.3
|
|
|
$
|
1,868.0
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Gross profit
|
$
|
1,384.4
|
|
|
$
|
1,171.8
|
|
|
$
|
996.2
|
|
Percentage of revenues
|
56.5
|
%
|
|
54.6
|
%
|
|
53.3
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Selling, general and administrative
|
$
|
878.7
|
|
|
$
|
700.0
|
|
|
$
|
563.3
|
|
Percentage of revenues
|
35.9
|
%
|
|
32.6
|
%
|
|
30.2
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Research and development
|
$
|
106.2
|
|
|
$
|
84.8
|
|
|
$
|
58.6
|
|
Percentage of revenues
|
4.3
|
%
|
|
3.9
|
%
|
|
3.1
|
%
|
|
Restructuring programs and other similar cost saving initiatives
|
||||
|
Estimated Total
|
|
Through
December 31, 2018 |
|
Estimated Remaining from January 1, 2019 through
December 31, 2026 |
|
(Dollars in millions)
|
||||
Restructuring charges
|
$131 - $150
|
|
$102
|
|
$29 - $48
|
Restructuring related charges
(1)
|
140 - 171
|
|
58
|
|
82 - 113
|
Total charges
|
$271 - $321
|
|
$160
|
|
$111 - $161
|
|
|
|
|
|
|
OEM initiative pre-tax savings
|
$6 - $7
|
|
$1
|
|
$5 - $6
|
Pre-tax savings
(2)
|
118 - 130
|
|
68
|
|
50 - 62
|
Total pre-tax savings
|
$124 - $137
|
|
$69
|
|
$55 - $68
|
(1)
|
Restructuring related charges represent costs that are directly related to the programs and principally constitute costs to transfer manufacturing operations to the new locations, project management costs and accelerated depreciation, as well as a charge associated with our exit from facilities that is expected to be imposed by the taxing authority in the affected jurisdiction. Most of these changes (other than the tax charge) are expected to be recognized in cost of goods sold.
|
(2)
|
Approximately 70% of the pre-tax savings are expected to result in reductions to cost of goods sold. As previously disclosed, 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 we anticipated at the inception of the program). However, we also expect to achieve improved pricing on these kits that will offset the increased costs, resulting in estimated annual increased revenues of $3 million to $4 million, which is not reflected in the table above. Since 2017, we have realized an aggregate benefit of $2.4 million resulting from this incremental pricing. More recently, during the fourth quarter of 2017, we entered into an agreement with an alternate provider for the development and supply of a component to be included in certain kits sold by our Vascular North America and Anesthesia North America operating segments. The agreement will result in increased development costs but is expected to reduce the cost of the component supply, once the supply becomes commercially available, as compared to the costs incurred with respect to our current suppliers. Therefore, we anticipate a net savings from the agreement, which is reflected in the table above. See “2014 Manufacturing Footprint Realignment Plan” below for additional information.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
2018 Footprint realignment plan
|
$
|
55.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2017 Vascular Solutions integration program
|
0.6
|
|
|
5.5
|
|
|
—
|
|
|||
2017 EMEA restructuring program
|
0.7
|
|
|
5.2
|
|
|
—
|
|
|||
2016 Footprint realignment plan
|
2.9
|
|
|
2.1
|
|
|
12.5
|
|
|||
2014 Footprint realignment plan
|
0.8
|
|
|
0.7
|
|
|
0.1
|
|
|||
Other restructuring programs
(1)
|
0.1
|
|
|
1.3
|
|
|
3.2
|
|
|||
Impairment charges
(2)
|
19.1
|
|
|
—
|
|
|
43.4
|
|
|||
Total
|
$
|
79.2
|
|
|
$
|
14.8
|
|
|
$
|
59.2
|
|
(1)
|
Other restructuring programs include the Other 2016 restructuring programs (in 2017 and 2016) and the 2017 Pyng Integration program (in 2018 2017). We committed to the 2017 Pyng Integration program during the second quarter 2017, following our acquisition of Pyng Medical Corp in April 2017. Each of these programs were substantially completed as of December 31, 2018.
|
(2)
|
Impairment charges recognized in 2018 included $17.2 million related to certain intellectual property and other assets associated with products that were eliminated from our interventional product portfolio. Impairment charges recognized in 2016 included $41.0 million related to a discontinued intellectual property research and development (IPR&D) project and two properties that were sold during the first quarter 2017.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Interest expense
|
$
|
103.0
|
|
|
$
|
82.5
|
|
|
$
|
54.9
|
|
Average interest rate on debt during the year
|
4.25
|
%
|
|
3.70
|
%
|
|
3.80
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Loss on extinguishment of debt
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
19.3
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Gain on sale of assets
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Effective income tax rate
|
10.6
|
%
|
|
45.5
|
%
|
|
3.3
|
%
|
|
Year Ended December 31
|
|
% Increase/(Decrease)
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||
Vascular North America
|
$
|
329.5
|
|
|
$
|
313.6
|
|
|
$
|
295.2
|
|
|
5.1
|
|
|
6.2
|
|
Interventional North America
|
261.6
|
|
|
220.6
|
|
|
82.4
|
|
|
18.6
|
|
|
167.6
|
|
|||
Anesthesia North America
|
205.1
|
|
|
198.0
|
|
|
198.8
|
|
|
3.6
|
|
|
(0.4
|
)
|
|||
Surgical North America
|
166.3
|
|
|
175.2
|
|
|
172.2
|
|
|
(5.1
|
)
|
|
1.7
|
|
|||
EMEA
|
603.8
|
|
|
552.7
|
|
|
510.9
|
|
|
9.2
|
|
|
8.2
|
|
|||
Asia
|
286.9
|
|
|
269.2
|
|
|
249.4
|
|
|
6.6
|
|
|
7.9
|
|
|||
OEM
|
206.0
|
|
|
183.0
|
|
|
161.0
|
|
|
12.6
|
|
|
13.7
|
|
|||
All other
|
389.2
|
|
|
234.0
|
|
|
198.1
|
|
|
66.4
|
|
|
18.1
|
|
|||
Segment Net Revenues
|
$
|
2,448.4
|
|
|
$
|
2,146.3
|
|
|
$
|
1,868.0
|
|
|
14.1
|
|
|
14.9
|
|
|
Year Ended December 31,
|
|
% Increase/(Decrease)
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||
Vascular North America
|
$
|
98.5
|
|
|
$
|
77.0
|
|
|
$
|
77.1
|
|
|
27.9
|
|
|
(0.1
|
)
|
Interventional North America
|
62.3
|
|
|
26.0
|
|
|
13.3
|
|
|
139.7
|
|
|
95.8
|
|
|||
Anesthesia North America
|
61.2
|
|
|
62.9
|
|
|
55.6
|
|
|
(2.8
|
)
|
|
13.2
|
|
|||
Surgical North America
|
62.9
|
|
|
63.9
|
|
|
56.6
|
|
|
(1.6
|
)
|
|
12.9
|
|
|||
EMEA
|
106.1
|
|
|
92.4
|
|
|
84.4
|
|
|
14.8
|
|
|
9.5
|
|
|||
Asia
|
78.1
|
|
|
75.6
|
|
|
75.7
|
|
|
3.3
|
|
|
(0.2
|
)
|
|||
OEM
|
50.3
|
|
|
41.6
|
|
|
33.6
|
|
|
21.0
|
|
|
23.6
|
|
|||
All other
|
(29.1
|
)
|
|
11.2
|
|
|
26.5
|
|
|
(360.7
|
)
|
|
(57.9
|
)
|
|||
Segment Operating Profit
(1)
|
$
|
490.3
|
|
|
$
|
450.6
|
|
|
$
|
422.8
|
|
|
8.8
|
|
|
6.6
|
|
(1)
|
See
Note 17
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,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in millions)
|
||||||||||
Cash flows from continuing operations provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
435.1
|
|
|
$
|
426.3
|
|
|
$
|
410.6
|
|
Investing activities
|
(196.4
|
)
|
|
(1,832.9
|
)
|
|
(57.0
|
)
|
|||
Financing activities
|
(206.4
|
)
|
|
1,141.3
|
|
|
(118.7
|
)
|
|||
Cash flows used in discontinued operations
|
2.3
|
|
|
(6.4
|
)
|
|
(2.1
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(11.0
|
)
|
|
61.5
|
|
|
(27.4
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
23.6
|
|
|
$
|
(210.2
|
)
|
|
$
|
205.4
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Net debt includes:
|
|
|
|
||||
Current borrowings
|
$
|
86.6
|
|
|
$
|
86.6
|
|
Long-term borrowings
|
2,072.2
|
|
|
2,162.9
|
|
||
Unamortized debt issuance costs
|
17.7
|
|
|
20.5
|
|
||
Total debt
|
2,176.5
|
|
|
2,270.0
|
|
||
Less: Cash and cash equivalents
|
357.2
|
|
|
333.6
|
|
||
Net debt
|
1,819.3
|
|
|
1,936.4
|
|
||
Total capital includes:
|
|
|
|
|
|
||
Net debt
|
1,819.3
|
|
|
1,936.4
|
|
||
Shareholders’ equity
|
2,540.0
|
|
|
2,430.5
|
|
||
Total capital
|
$
|
4,359.3
|
|
|
$
|
4,366.9
|
|
Percent of net debt to total capital
|
41.7
|
%
|
|
44.3
|
%
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3
years |
|
3-5
years |
|
More than
5 years |
||||||||||
|
|
|
(Dollars in thousands)
|
||||||||||||||||
Total borrowings
|
$
|
2,176,500
|
|
|
$
|
86,625
|
|
|
$
|
121,875
|
|
|
$
|
818,000
|
|
|
$
|
1,150,000
|
|
Interest obligations
(1)
|
552,078
|
|
|
100,805
|
|
|
193,220
|
|
|
115,303
|
|
|
142,750
|
|
|||||
Operating lease obligations
|
148,160
|
|
|
25,294
|
|
|
44,635
|
|
|
36,863
|
|
|
41,368
|
|
|||||
Purchase and other obligations
(2)
|
214,365
|
|
|
211,515
|
|
|
2,850
|
|
|
—
|
|
|
—
|
|
|||||
Tax on deemed repatriation of foreign earnings
(3)
|
141,150
|
|
|
12,274
|
|
|
24,548
|
|
|
35,287
|
|
|
69,041
|
|
|||||
Pension and other postretirement benefits
|
51,571
|
|
|
5,597
|
|
|
11,073
|
|
|
11,080
|
|
|
23,821
|
|
|||||
Total contractual obligations
|
$
|
3,283,824
|
|
|
$
|
442,110
|
|
|
$
|
398,201
|
|
|
$
|
1,016,533
|
|
|
$
|
1,426,980
|
|
(1)
|
Interest payments on floating rate debt are based on the interest rate in effect on
December 31, 2018
.
|
(2)
|
Purchase and other obligations are defined as unconditional commitments to purchase goods or services that are legally binding and that specify all significant terms, including: quantities to be purchased; price provisions; and the approximate timing of the transaction. The amounts include commitments for inventory purchases and capital expenditures (which, at the time we entered into the commitments, did not exceed our projected requirements in the normal course of business) and penalties due upon cancellation of cancellable agreements; the amounts exclude operating lease obligations, which are addressed elsewhere in the table.
|
(3)
|
As permitted by the TCJA, we have elected to pay the tax in annual installments over eight years.
|
|
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
|
$
|
0.2
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.9
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Projected benefit obligation
|
$
|
19.7
|
|
|
$
|
(17.0
|
)
|
|
N/A
|
|
|
$
|
2.4
|
|
|
$
|
(2.2
|
)
|
|
Year of Maturity
|
|
|
|
|
||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Fixed rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,150,000
|
|
|
$
|
1,150,000
|
|
Average interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.848
|
%
|
|
4.848
|
%
|
|||||||
Variable rate debt
|
$
|
86,625
|
|
|
$
|
51,562
|
|
|
$
|
70,313
|
|
|
$
|
818,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,026,500
|
|
Average interest rate
|
3.684
|
%
|
|
4.272
|
%
|
|
4.272
|
%
|
|
4.270
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.221
|
%
|
|
Buy/(Sell)
|
|||
|
(in thousands)
|
|||
|
Designated
|
Non-designated
|
||
Australian dollar
|
(14,160
|
)
|
(7,313
|
)
|
British pound
|
(7,230
|
)
|
(11,639
|
)
|
Canadian dollar
|
(12,410
|
)
|
25,992
|
|
Chinese renminbi
|
(98,780
|
)
|
(183,851
|
)
|
Czech koruna
|
409,710
|
|
79,761
|
|
Euro
|
9,441
|
|
60,994
|
|
Indian rupee
|
—
|
|
(862,003
|
)
|
Japanese yen
|
(856,750
|
)
|
(78,828
|
)
|
Korean won
|
(4,050,000
|
)
|
(3,406,493
|
)
|
Malaysian ringgit
|
28,490
|
|
15,945
|
|
Mexican peso
|
481,020
|
|
73,938
|
|
Polish zloty
|
—
|
|
(13,160
|
)
|
Singapore dollar
|
6,780
|
|
—
|
|
South African rand
|
(58,500
|
)
|
(60,011
|
)
|
Swiss franc
|
(4,278
|
)
|
—
|
|
United States dollar
|
(1,815
|
)
|
(17,374
|
)
|
Chilean Peso
|
—
|
|
(3,851,818
|
)
|
Columbian Peso
|
—
|
|
(10,796,735
|
)
|
Uruguayan Peso
|
—
|
|
(118,500
|
)
|
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 (1) |
|
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
|
|
1,471,449
|
|
$136.62
|
|
3,578,241
|
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:
|
Exhibit No.
|
|
Description
|
*3.1.1
|
—
|
|
*3.1.2
|
—
|
|
*3.1.3
|
—
|
|
*3.2
|
—
|
|
*4.1.1
|
—
|
|
*4.1.2
|
—
|
|
*4.2.1
|
—
|
|
*4.2.2
|
—
|
|
*4.2.3
|
—
|
|
*4.2.4
|
—
|
|
*4.2.5
|
—
|
|
*4.3.1
|
—
|
|
*4.3.2
|
—
|
|
+*10.1
|
—
|
|
+*10.2.1
|
—
|
|
+*10.2.2
|
—
|
Exhibit No.
|
|
Description
|
*10.3.1
|
—
|
|
*10.3.2
|
—
|
|
*10.3.3
|
—
|
|
*10.3.4
|
—
|
|
*10.3.5
|
—
|
|
*10.3.6
|
—
|
|
10.3.7
|
—
|
|
+*10.4.1
|
—
|
|
+*10.4.2
|
—
|
|
+*10.5.1
|
—
|
|
+*10.5.2
|
—
|
|
*10.5.3
|
—
|
|
+*10.5.4
|
—
|
|
+*10.5.5
|
—
|
|
+*10.6
|
—
|
|
+*10.7
|
—
|
|
+*10.8
|
—
|
|
+*10.9
|
—
|
|
+*10.10
|
—
|
|
+*10.11
|
—
|
|
+*10.12
|
—
|
Exhibit No.
|
|
Description
|
+*10.13.1
|
—
|
|
+*10.13.2
|
—
|
|
+*10.14
|
—
|
|
+*10.15
|
—
|
|
+*10.16
|
—
|
|
+*10.17
|
—
|
|
+*10.18
|
—
|
|
+*10.19
|
—
|
|
+*10.20
|
—
|
|
+*10.21
|
—
|
|
+*10.22
|
—
|
|
+*10.23
|
—
|
|
*10.24.1
|
—
|
|
+*10.25
|
—
|
|
*14
|
—
|
|
21
|
—
|
|
23
|
—
|
|
31.1
|
—
|
|
31.2
|
—
|
|
32.1
|
—
|
|
32.2
|
—
|
Exhibit No.
|
|
Description
|
101.1
|
—
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; (iii) the Consolidated Balance Sheets as of December 31, 2018 and December 31, 2017; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; 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.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
TELEFLEX INCORPORATED
|
||
|
|
|
|
|
By:
|
|
/s/ Liam J. Kelly
|
|
|
|
Liam J. Kelly
|
|
|
|
President and Chief Executive Officer
|
By:
|
/s/ Liam J. Kelly
|
|
By:
|
|
/s/ Thomas E. Powell
|
|
Liam J. Kelly
|
|
|
|
Thomas E. Powell
|
|
President, Chief Executive Officer and Director
|
|
|
|
Executive Vice President and Chief
Financial Officer
|
|
(Principal Executive Officer)
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ John R. Deren
|
|
|
|
|
|
John R. Deren
|
|
|
|
|
|
Vice President and Chief Accounting Officer
|
|
|
|
|
|
(Principal Accounting Officer)
|
By:
|
|
/s/ George Babich, Jr.
|
|
By:
|
|
/s/ Andrew A. Krakauer
|
|
|
George Babich, Jr.
Director |
|
|
|
Andrew A. Krakauer
Director |
By:
|
|
/s/ Candace H. Duncan
|
|
By:
|
|
/s/ Richard A. Packer
|
|
|
Candace H. Duncan
Director |
|
|
|
Richard A. Packer
Director |
By:
|
|
/s/ Gretchen R. Haggerty
|
|
By:
|
|
/s/ Stuart A. Randle
|
|
|
Gretchen R. Haggerty
Director
|
|
|
|
Stuart A. Randle
Director |
By:
|
|
/s/ John C. Heinmiller
|
|
By:
|
|
/s/ Benson F. Smith
|
|
|
John C. Heinmiller
Director |
|
|
|
Benson F. Smith
Chairman and Director |
By:
|
|
/s/ Dr. Stephen K. Klasko
|
|
|
|
|
|
|
Dr. Stephen K. Klasko
Director |
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
Management's Report on Internal Control over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Balance Sheets as of December 31, 2018 and December 31, 2017
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Changes in Shareholders' Equity as of and for the years ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
|
Quarterly Data
|
|
Page
|
Schedule II Valuation and qualifying accounts as of and for the years ended December 31, 2018, 2017 and 2016
|
/s/ Liam J. Kelly
|
|
/s/ Thomas E. Powell
|
Liam J. Kelly
President and Chief Executive Officer
|
|
Thomas E. Powell
Executive Vice President and Chief Financial Officer
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars and shares in thousands, except
per share)
|
||||||||||
Net revenues
|
$
|
2,448,383
|
|
|
$
|
2,146,303
|
|
|
$
|
1,868,027
|
|
Cost of goods sold
|
1,063,941
|
|
|
974,501
|
|
|
871,827
|
|
|||
Gross profit
|
1,384,442
|
|
|
1,171,802
|
|
|
996,200
|
|
|||
Selling, general and administrative expenses
|
878,688
|
|
|
699,963
|
|
|
563,308
|
|
|||
Research and development expenses
|
106,208
|
|
|
84,770
|
|
|
58,579
|
|
|||
Restructuring and impairment charges
|
79,230
|
|
|
14,790
|
|
|
59,227
|
|
|||
Gain on sale of assets
|
(1,388
|
)
|
|
—
|
|
|
(4,367
|
)
|
|||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
321,704
|
|
|
372,279
|
|
|
319,453
|
|
|||
Interest expense
|
103,020
|
|
|
82,546
|
|
|
54,941
|
|
|||
Interest income
|
(944
|
)
|
|
(771
|
)
|
|
(474
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
5,593
|
|
|
19,261
|
|
|||
Income from continuing operations before taxes
|
219,628
|
|
|
284,911
|
|
|
245,725
|
|
|||
Taxes on income from continuing operations
|
23,196
|
|
|
129,648
|
|
|
8,074
|
|
|||
Income from continuing operations
|
196,432
|
|
|
155,263
|
|
|
237,651
|
|
|||
Income (loss) from discontinued operations
|
5,643
|
|
|
(4,534
|
)
|
|
(922
|
)
|
|||
Tax (benefit) on income (loss) from discontinued operations
|
1,273
|
|
|
(1,801
|
)
|
|
(1,112
|
)
|
|||
Income (loss) on discontinued operations
|
4,370
|
|
|
(2,733
|
)
|
|
190
|
|
|||
Net income
|
200,802
|
|
|
152,530
|
|
|
237,841
|
|
|||
Less: Income from continuing operations attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
464
|
|
|||
Net income attributable to common shareholders
|
$
|
200,802
|
|
|
$
|
152,530
|
|
|
$
|
237,377
|
|
Earnings per share available to common shareholders:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4.30
|
|
|
$
|
3.45
|
|
|
$
|
5.47
|
|
Income (loss) on discontinued operations
|
0.09
|
|
|
(0.06
|
)
|
|
0.01
|
|
|||
Net income
|
$
|
4.39
|
|
|
$
|
3.39
|
|
|
$
|
5.48
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4.20
|
|
|
$
|
3.33
|
|
|
$
|
4.98
|
|
Income (loss) on discontinued operations
|
0.09
|
|
|
(0.06
|
)
|
|
—
|
|
|||
Net income
|
$
|
4.29
|
|
|
$
|
3.27
|
|
|
$
|
4.98
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
45,689
|
|
|
45,004
|
|
|
43,325
|
|
|||
Diluted
|
46,801
|
|
|
46,664
|
|
|
47,646
|
|
|||
Amounts attributable to common shareholders:
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
$
|
196,432
|
|
|
$
|
155,263
|
|
|
$
|
237,187
|
|
Income (loss) from discontinued operations, net of tax
|
4,370
|
|
|
(2,733
|
)
|
|
190
|
|
|||
Net income
|
$
|
200,802
|
|
|
$
|
152,530
|
|
|
$
|
237,377
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
200,802
|
|
|
$
|
152,530
|
|
|
$
|
237,841
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency:
|
|
|
|
|
|
||||||
Foreign currency translation continuing operations adjustments, net of tax of 157, ($29,448) and $10,977, respectively
|
(83,889
|
)
|
|
173,074
|
|
|
(69,162
|
)
|
|||
Foreign currency translation, net of tax
|
(83,889
|
)
|
|
173,074
|
|
|
(69,162
|
)
|
|||
Pension and other postretirement benefits plans:
|
|
|
|
|
|
||||||
Prior service cost recognized in net periodic cost, net of tax of $(23), $(39), and $(20), respectively
|
71
|
|
|
66
|
|
|
36
|
|
|||
Unamortized (loss) gain arising during the period, net of tax of $(447), $1,677, and $1,849, respectively
|
1,116
|
|
|
(5,419
|
)
|
|
(3,255
|
)
|
|||
Plan amendments, curtailments, and settlements, net of tax of $(137), $74, and $0, respectively
|
511
|
|
|
(223
|
)
|
|
—
|
|
|||
Net loss recognized in net periodic cost, net of tax of $(1,588), $(2,457), and $(2,489), respectively
|
5,231
|
|
|
4,447
|
|
|
4,476
|
|
|||
Foreign currency translation, net of tax of $(183), $413, and $(373), respectively
|
499
|
|
|
(1,083
|
)
|
|
1,034
|
|
|||
Pension and other postretirement benefits plans adjustment, net of tax
|
7,428
|
|
|
(2,212
|
)
|
|
2,291
|
|
|||
Derivatives qualifying as hedges:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivatives arising during the period, net of tax $(268), $(631), and $1,359, respectively
|
2,574
|
|
|
2,775
|
|
|
(3,434
|
)
|
|||
Reclassification adjustment on derivatives included in net income, net of tax of $163, $83, and $(1,010), respectively
|
(2,107
|
)
|
|
(11
|
)
|
|
3,501
|
|
|||
Derivatives qualifying as hedges, net of tax
|
467
|
|
|
2,764
|
|
|
67
|
|
|||
Other comprehensive (loss) income, net of tax
|
(75,994
|
)
|
|
173,626
|
|
|
(66,804
|
)
|
|||
Comprehensive income
|
124,808
|
|
|
326,156
|
|
|
171,037
|
|
|||
Less: comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
421
|
|
|||
Comprehensive income attributable to common shareholders
|
$
|
124,808
|
|
|
$
|
326,156
|
|
|
$
|
170,616
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars and shares in thousands, except per share)
|
||||||
ASSETS
|
|||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
357,161
|
|
|
$
|
333,558
|
|
Accounts receivable, net
|
366,286
|
|
|
345,875
|
|
||
Inventories, net
|
427,778
|
|
|
395,744
|
|
||
Prepaid expenses and other current assets
|
72,481
|
|
|
47,882
|
|
||
Prepaid taxes
|
12,463
|
|
|
5,748
|
|
||
Total current assets
|
1,236,169
|
|
|
1,128,807
|
|
||
Property, plant and equipment, net
|
432,766
|
|
|
382,999
|
|
||
Goodwill
|
2,246,579
|
|
|
2,235,592
|
|
||
Intangibles assets, net
|
2,325,052
|
|
|
2,383,748
|
|
||
Deferred tax assets
|
2,446
|
|
|
3,810
|
|
||
Other assets
|
34,979
|
|
|
46,536
|
|
||
Total assets
|
$
|
6,277,991
|
|
|
$
|
6,181,492
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current borrowings
|
$
|
86,625
|
|
|
$
|
86,625
|
|
Accounts payable
|
106,709
|
|
|
92,027
|
|
||
Accrued expenses
|
97,551
|
|
|
96,853
|
|
||
Current portion of contingent consideration
|
136,877
|
|
|
74,224
|
|
||
Payroll and benefit-related liabilities
|
104,670
|
|
|
107,415
|
|
||
Accrued interest
|
6,031
|
|
|
6,165
|
|
||
Income taxes payable
|
5,943
|
|
|
11,514
|
|
||
Other current liabilities
|
38,050
|
|
|
9,053
|
|
||
Total current liabilities
|
582,456
|
|
|
483,876
|
|
||
Long-term borrowings
|
2,072,200
|
|
|
2,162,927
|
|
||
Deferred tax liabilities
|
608,221
|
|
|
603,676
|
|
||
Pension and postretirement benefit liabilities
|
92,914
|
|
|
121,410
|
|
||
Noncurrent liability for uncertain tax positions
|
10,718
|
|
|
12,296
|
|
||
Noncurrent contingent consideration
|
167,370
|
|
|
197,912
|
|
||
Other liabilities
|
204,134
|
|
|
168,864
|
|
||
Total liabilities
|
3,738,013
|
|
|
3,750,961
|
|
||
Commitments and contingencies
|
|
|
|
|
|||
Shareholders’ equity
|
|
|
|
||||
Common shares, $1 par value Issued: 2018 — 47,248 shares; 2017 — 46,871 shares
|
47,248
|
|
|
46,871
|
|
||
Additional paid-in capital
|
574,761
|
|
|
591,721
|
|
||
Retained earnings
|
2,427,599
|
|
|
2,285,886
|
|
||
Accumulated other comprehensive loss
|
(341,085
|
)
|
|
(265,091
|
)
|
||
|
2,708,523
|
|
|
2,659,387
|
|
||
Less: Treasury stock, at cost
|
168,545
|
|
|
228,856
|
|
||
Total shareholders' equity
|
2,539,978
|
|
|
2,430,531
|
|
||
Total liabilities and shareholders' equity
|
$
|
6,277,991
|
|
|
$
|
6,181,492
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Cash flows from operating activities of continuing operations:
|
|
|
|
||||||||
Net income
|
$
|
200,802
|
|
|
$
|
152,530
|
|
|
$
|
237,841
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
(4,370
|
)
|
|
2,733
|
|
|
(190
|
)
|
|||
Depreciation expense
|
60,494
|
|
|
56,497
|
|
|
54,415
|
|
|||
Amortization expense of intangible assets
|
149,486
|
|
|
98,766
|
|
|
63,491
|
|
|||
Amortization expense of deferred financing costs and debt discount
|
4,734
|
|
|
5,075
|
|
|
10,440
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
5,593
|
|
|
19,261
|
|
|||
Fair value step up of acquired inventory sold
|
—
|
|
|
10,442
|
|
|
—
|
|
|||
Changes in contingent consideration
|
52,977
|
|
|
3,575
|
|
|
(6,445
|
)
|
|||
Impairment of long-lived assets
|
19,110
|
|
|
—
|
|
|
2,356
|
|
|||
In-process research and development impairment charge
|
—
|
|
|
—
|
|
|
41,000
|
|
|||
Stock-based compensation
|
22,438
|
|
|
19,407
|
|
|
16,871
|
|
|||
Net gain on sales of businesses and assets
|
(1,388
|
)
|
|
—
|
|
|
(4,367
|
)
|
|||
Deferred income taxes, net
|
(6,097
|
)
|
|
(41,822
|
)
|
|
(29,346
|
)
|
|||
Other
|
(18,803
|
)
|
|
(18,469
|
)
|
|
(13,311
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
|
|
|
|
|
|
||||||
Accounts receivable
|
(23,412
|
)
|
|
(11,039
|
)
|
|
(11,029
|
)
|
|||
Inventories
|
(37,198
|
)
|
|
(22,363
|
)
|
|
6,408
|
|
|||
Prepaid expenses and other current assets
|
(10,351
|
)
|
|
547
|
|
|
(3,613
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
62,404
|
|
|
39,001
|
|
|
15,422
|
|
|||
Income taxes receivable and payable, net
|
(35,740
|
)
|
|
125,828
|
|
|
11,386
|
|
|||
Net cash provided by operating activities from continuing operations
|
435,086
|
|
|
426,301
|
|
|
410,590
|
|
|||
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(80,795
|
)
|
|
(70,903
|
)
|
|
(53,135
|
)
|
|||
Payments for businesses and intangibles acquired, net of cash acquired
|
(121,025
|
)
|
|
(1,768,284
|
)
|
|
(14,040
|
)
|
|||
Proceeds from sales of businesses and assets
|
3,878
|
|
|
6,332
|
|
|
10,201
|
|
|||
Net interest proceeds on swaps designated as net investment hedges
|
1,548
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities from continuing operations
|
(196,394
|
)
|
|
(1,832,855
|
)
|
|
(56,974
|
)
|
|||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
||||||
Proceeds from new borrowings
|
35,000
|
|
|
2,463,500
|
|
|
671,700
|
|
|||
Reduction in borrowings
|
(128,500
|
)
|
|
(1,239,576
|
)
|
|
(714,565
|
)
|
|||
Debt extinguishment, issuance and amendment fees
|
(188
|
)
|
|
(26,664
|
)
|
|
(8,958
|
)
|
|||
Proceeds from share based compensation plans and the related tax impacts
|
22,655
|
|
|
5,571
|
|
|
9,068
|
|
|||
Payments to noncontrolling interest shareholders
|
—
|
|
|
—
|
|
|
(464
|
)
|
|||
Payments for acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
(9,231
|
)
|
|||
Payments for contingent consideration
|
(73,235
|
)
|
|
(335
|
)
|
|
(7,282
|
)
|
|||
Dividends
|
(62,165
|
)
|
|
(61,237
|
)
|
|
(58,960
|
)
|
|||
Net cash (used in) provided by financing activities from continuing operations
|
(206,433
|
)
|
|
1,141,259
|
|
|
(118,692
|
)
|
|||
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
2,292
|
|
|
(6,416
|
)
|
|
(2,110
|
)
|
|||
Net cash provided by (used in) discontinued operations
|
2,292
|
|
|
(6,416
|
)
|
|
(2,110
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(10,948
|
)
|
|
61,480
|
|
|
(27,391
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
23,603
|
|
|
(210,231
|
)
|
|
205,423
|
|
|||
Cash and cash equivalents at the beginning of the year
|
333,558
|
|
|
543,789
|
|
|
338,366
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
357,161
|
|
|
$
|
333,558
|
|
|
$
|
543,789
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash interest paid
|
$
|
101,790
|
|
|
$
|
74,256
|
|
|
$
|
44,203
|
|
Income taxes paid, net of refunds
|
$
|
65,605
|
|
|
$
|
49,144
|
|
|
$
|
23,955
|
|
Non cash investing and financing activities of continuing operations:
|
|
|
|
|
|
||||||
Property, plant and equipment additions due to build-to-suit lease transactions
|
$
|
29,448
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases of businesses and related costs
|
$
|
54,696
|
|
|
$
|
261,733
|
|
|
$
|
—
|
|
Settlement and exchange of convertible notes with common or treasury stock
|
$
|
—
|
|
|
$
|
53,207
|
|
|
$
|
35,286
|
|
Acquisition of treasury stock from settlement and exchange of convertible note hedge and warrants
|
$
|
56,075
|
|
|
$
|
141,405
|
|
|
$
|
86,046
|
|
|
Common Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Income (loss)
|
|
Treasury
Stock
|
|
Non- controlling
Interest
|
|
Total Shareholders' Equity
|
||||||||||||||||||||
|
Shares
|
|
Dollars
|
|
|
|
|
Shares
|
|
Dollars
|
|
|
|||||||||||||||||||||
|
(Dollars and shares in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||||
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
|
|
Net income
|
|
|
|
|
|
|
|
|
|
237,377
|
|
|
|
|
|
|
|
|
|
|
|
464
|
|
|
237,841
|
|
|||||||
Cash dividends ($1.36 per share)
|
|
|
|
|
|
|
|
|
|
(58,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,960
|
)
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(66,761
|
)
|
|
|
|
|
|
|
|
(43
|
)
|
|
(66,804
|
)
|
|||||||
Distributions to noncontrolling interest shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(464
|
)
|
|
(464
|
)
|
|||||||
Acquisition of noncontrolling interest
|
|
|
|
|
|
|
(6,621
|
)
|
|
|
|
|
(832
|
)
|
|
|
|
|
|
|
|
(1,778
|
)
|
|
(9,231
|
)
|
|||||||
Settlement of convertible notes
|
2,168
|
|
|
2,168
|
|
|
(32,004
|
)
|
|
|
|
|
|
|
|
(430
|
)
|
|
33,132
|
|
|
|
|
|
3,296
|
|
|||||||
Settlement of note hedges associated with convertible notes
|
|
|
|
|
|
|
86,048
|
|
|
|
|
|
|
|
|
316
|
|
|
(86,046
|
)
|
|
|
|
|
2
|
|
|||||||
Reclassification of convertible notes to mezzanine equity
|
|
|
|
|
|
|
(1,824
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,824
|
)
|
|||||||
Shares issued under compensation plans
|
129
|
|
|
129
|
|
|
21,074
|
|
|
|
|
|
|
|
|
(51
|
)
|
|
1,289
|
|
|
|
|
|
22,492
|
|
|||||||
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
76
|
|
|
|
|
76
|
|
||||||||||
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
|
|
|
|
|
|
|
152,530
|
|
|
|
|
|
|
|
|
|
|
|
152,530
|
|
|||||||||||||
Cash dividends ($1.36 per share)
|
|
|
|
|
|
|
(61,237
|
)
|
|
|
|
|
|
|
|
|
|
(61,237
|
)
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
173,626
|
|
|
|
|
|
|
|
|
|
173,626
|
|
|||||||||||||
Settlement of convertible notes
|
928
|
|
|
928
|
|
|
(48,375
|
)
|
|
|
|
|
|
(503
|
)
|
|
52,279
|
|
|
|
|
4,832
|
|
||||||||||
Settlement of note hedges associated with convertible notes
|
|
|
|
|
112,901
|
|
|
|
|
|
|
516
|
|
|
(112,908
|
)
|
|
|
|
(7
|
)
|
||||||||||||
Shares issued under compensation plans
|
129
|
|
|
129
|
|
|
20,395
|
|
|
|
|
|
|
(48
|
)
|
|
2,658
|
|
|
|
|
23,182
|
|
||||||||||
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
88
|
|
|
|
|
88
|
|
||||||||||||
Balance at December 31, 2017
|
46,871
|
|
|
46,871
|
|
|
591,721
|
|
|
2,285,886
|
|
|
(265,091
|
)
|
|
1,704
|
|
|
(228,856
|
)
|
|
—
|
|
|
2,430,531
|
|
|||||||
Cumulative effect adjustment resulting from the adoption of new accounting standards
|
|
|
|
|
|
|
|
|
|
3,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,076
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
200,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,802
|
|
|||||||
Cash dividends ($1.36 per share)
|
|
|
|
|
|
|
|
|
|
(62,165
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(62,165
|
)
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(75,994
|
)
|
|
|
|
|
|
|
|
|
|
|
(75,994
|
)
|
|||||||
Settlement of warrants
|
|
|
|
|
|
|
(56,115
|
)
|
|
|
|
|
|
|
|
(412
|
)
|
|
56,075
|
|
|
|
|
|
(40
|
)
|
|||||||
Shares issued under compensation plans
|
377
|
|
|
377
|
|
|
38,756
|
|
|
|
|
|
|
|
|
(50
|
)
|
|
3,766
|
|
|
|
|
|
42,899
|
|
|||||||
Deferred compensation
|
|
|
|
|
|
|
399
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
470
|
|
|
|
|
|
869
|
|
|||||||
Balance at December 31, 2018
|
47,248
|
|
|
$
|
47,248
|
|
|
$
|
574,761
|
|
|
$
|
2,427,599
|
|
|
$
|
(341,085
|
)
|
|
1,232
|
|
|
$
|
(168,545
|
)
|
|
$
|
—
|
|
|
$
|
2,539,978
|
|
|
Year Ended December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Vascular access
|
575,327
|
|
|
540,234
|
|
||
Anesthesia
|
349,370
|
|
|
344,599
|
|
||
Interventional
|
395,423
|
|
|
324,681
|
|
||
Surgical
|
358,707
|
|
|
356,156
|
|
||
Interventional urology
|
196,735
|
|
|
38,957
|
|
||
OEM
|
205,976
|
|
|
182,967
|
|
||
Other
(1)
|
366,845
|
|
|
358,709
|
|
||
Net revenues
(2)(3)
|
$
|
2,448,383
|
|
|
$
|
2,146,303
|
|
(2)
|
The product categories listed above are presented on a global basis; in contrast, the Company’s North American reportable segments generally are defined based on the particular products sold by the segments, and its non-North American reportable segments are defined exclusively based on the geographic location of segment operations (with the exception of the Original Equipment and Development Services ("OEM") reportable segment, which operates globally). The Company’s EMEA and Asia reportable segments, as well as its Latin America operating segment, include net revenues from each of the product categories listed above.
|
(3)
|
The methodology used to determine the product revenues included within certain of the product categories listed in the table above differs from the methodology used to classify revenues in our reportable segments, including the similarly named North American reportable segments. The differences are due to the fact that segment classification generally is determined based on the call point within the customer's organization from which the purchase order resulting in the sale originated, while the classification of products within the product categories listed in the table above includes all sales of products within the listed product category, regardless of the call point within the customer's organization from which the sale originated.
|
|
2017
|
|
2016
|
||||
|
(unaudited)
|
||||||
Net revenue
|
$
|
2,255,696
|
|
|
$
|
2,084,439
|
|
Net income
|
$
|
119,934
|
|
|
$
|
106,512
|
|
Basic earnings per common share:
|
|
|
|
||||
Net income
|
$
|
2.66
|
|
|
$
|
2.46
|
|
Diluted earnings per common share:
|
|
|
|
||||
Net income
|
$
|
2.57
|
|
|
$
|
2.24
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
45,004
|
|
|
43,325
|
|
||
Diluted
|
46,664
|
|
|
47,646
|
|
|
2018
|
||||||||||
|
Termination benefits
|
|
Other Costs
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||
2018 Footprint realignment plan
|
$
|
53,992
|
|
|
$
|
1,001
|
|
|
$
|
54,993
|
|
2016 Footprint realignment plan
|
2,318
|
|
|
543
|
|
|
2,861
|
|
|||
Other restructuring programs
(1)
|
1,502
|
|
|
764
|
|
|
2,266
|
|
|||
Total restructuring charges
|
$
|
57,812
|
|
|
$
|
2,308
|
|
|
$
|
60,120
|
|
Asset impairment charges
|
—
|
|
|
19,110
|
|
|
19,110
|
|
|||
Total restructuring and impairment charges
|
$
|
57,812
|
|
|
$
|
21,418
|
|
|
$
|
79,230
|
|
(1)
|
Includes activity related to the 2014 Footprint realignment plan, the 2017 Vascular Solutions integration program, the 2017 EMEA restructuring program and the other 2016 restructuring programs.
|
|
2017
|
||||||||||
|
Termination benefits
|
|
Other Costs
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||
2017 Vascular Solutions integration program
|
$
|
5,377
|
|
|
$
|
118
|
|
|
$
|
5,495
|
|
2017 EMEA restructuring program
|
4,921
|
|
|
280
|
|
|
5,201
|
|
|||
2016 Footprint realignment plan
|
1,314
|
|
|
783
|
|
|
2,097
|
|
|||
Other restructuring programs
(1)
|
1,704
|
|
|
293
|
|
|
1,997
|
|
|||
Total restructuring charges
|
$
|
13,316
|
|
|
$
|
1,474
|
|
|
$
|
14,790
|
|
(1)
|
Includes activity primarily related to the other 2016 restructuring programs, the 2014 Footprint realignment plan and the 2017 Pyng integration program. The Company committed to the 2017 Pyng Integration program, which relates to the integration of Pyng Medical Corp. ("Pyng") into the Company, during the second quarter 2017, following the Company's acquisition of Pyng in April 2017.
|
|
2016
|
||||||||||
|
Termination benefits
|
|
Other Costs
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||
Other 2016 restructuring programs
|
$
|
2,531
|
|
|
$
|
683
|
|
|
$
|
3,214
|
|
2016 Footprint realignment plan
|
11,176
|
|
|
1,334
|
|
|
12,510
|
|
|||
Other restructuring programs
(1)
|
(477
|
)
|
|
624
|
|
|
147
|
|
|||
Total restructuring charges
|
$
|
13,230
|
|
|
$
|
2,641
|
|
|
$
|
15,871
|
|
Asset impairment charges
|
—
|
|
|
43,356
|
|
|
43,356
|
|
|||
Total restructuring and impairment charges
|
$
|
13,230
|
|
|
$
|
45,997
|
|
|
$
|
59,227
|
|
(1)
|
Includes activity primarily related to the 2014 Footprint realignment plan and the programs initiated in 2015 that were associated with the reorganization of certain businesses and shared service center functions as well as the consolidation of certain facilities in North America. The 2015 programs have been completed.
|
Type of expense
|
Total estimated amount expected to be incurred
|
Termination benefits
|
$60 million to $70 million
|
Other costs
|
$2 million to $4 million
|
Restructuring charges
|
$62 million to $74 million
|
Restructuring related charges
(1)
|
$40 million to $59 million
|
Total restructuring and restructuring related charges
|
$102 million to $133 million
|
(1)
|
Consists of pre-tax charges related to accelerated depreciation and other costs directly related to the plan, primarily project management costs and costs to transfer manufacturing operations to the new locations, as well as a charge associated with the Company’s exit from the facilities that is expected to be imposed by the taxing authority in the affected jurisdiction. Excluding this tax charge, substantially all of the charges are expected to be recognized within costs of goods sold.
|
|
Termination benefits
|
|
Other Costs
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance at December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Subsequent accruals
|
53,992
|
|
|
1,001
|
|
|
54,993
|
|
|||
Cash payments
|
(3,503
|
)
|
|
(1,000
|
)
|
|
(4,503
|
)
|
|||
Foreign currency translation
|
(2,015
|
)
|
|
(1
|
)
|
|
(2,016
|
)
|
|||
Balance at December 31, 2018
|
$
|
48,474
|
|
|
$
|
—
|
|
|
$
|
48,474
|
|
|
Termination benefits
|
|
Other Costs
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance at December 31, 2016
|
$
|
8,135
|
|
|
$
|
760
|
|
|
$
|
8,895
|
|
Subsequent accruals
|
1,314
|
|
|
783
|
|
|
2,097
|
|
|||
Cash payments
|
(2,096
|
)
|
|
(1,218
|
)
|
|
(3,314
|
)
|
|||
Foreign currency translation
|
(57
|
)
|
|
44
|
|
|
(13
|
)
|
|||
Balance at December 31, 2017
|
7,296
|
|
|
369
|
|
|
7,665
|
|
|||
Subsequent accruals
|
2,318
|
|
|
543
|
|
|
2,861
|
|
|||
Cash payments
|
(3,954
|
)
|
|
(912
|
)
|
|
(4,866
|
)
|
|||
Foreign currency translation
|
(244
|
)
|
|
—
|
|
|
(244
|
)
|
|||
Balance at December 31, 2018
|
$
|
5,416
|
|
|
$
|
—
|
|
|
$
|
5,416
|
|
Type of expense
|
Total estimated amount expected to be incurred
|
Termination benefits
|
$12 million to $13 million
|
Other costs
|
$1 million to $2 million
|
Restructuring charges
|
$13 million to $15 million
|
Restructuring related charges
(1)
|
$34 million to $37 million
|
|
$47 million to $52 million
|
|
Termination benefits
|
|
Other Costs
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance at December 31, 2016
|
$
|
5,370
|
|
|
$
|
—
|
|
|
$
|
5,370
|
|
Subsequent accruals
|
687
|
|
|
68
|
|
|
755
|
|
|||
Cash payments
|
(2,131
|
)
|
|
(68
|
)
|
|
(2,199
|
)
|
|||
Balance at December 31, 2017
|
3,926
|
|
|
—
|
|
|
3,926
|
|
|||
Subsequent accruals
|
744
|
|
|
86
|
|
|
830
|
|
|||
Cash payments
|
(734
|
)
|
|
(86
|
)
|
|
(820
|
)
|
|||
Balance at December 31, 2018
|
$
|
3,936
|
|
|
$
|
—
|
|
|
$
|
3,936
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Vascular North America
|
$
|
556
|
|
|
$
|
2,595
|
|
|
$
|
5,843
|
|
Interventional North America
|
900
|
|
|
4,908
|
|
|
459
|
|
|||
Anesthesia North America
|
371
|
|
|
1,262
|
|
|
1,839
|
|
|||
Surgical North America
|
—
|
|
|
—
|
|
|
151
|
|
|||
EMEA
|
55,608
|
|
|
5,722
|
|
|
4,423
|
|
|||
OEM
|
—
|
|
|
—
|
|
|
795
|
|
|||
All other
|
2,685
|
|
|
303
|
|
|
2,361
|
|
|||
Total restructuring charges
|
$
|
60,120
|
|
|
$
|
14,790
|
|
|
$
|
15,871
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Raw materials
|
$
|
111,105
|
|
|
$
|
98,451
|
|
Work-in-process
|
62,334
|
|
|
62,381
|
|
||
Finished goods
|
254,339
|
|
|
234,912
|
|
||
Inventories, net
|
427,778
|
|
|
395,744
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Land, buildings and leasehold improvements
|
$
|
224,605
|
|
|
$
|
207,927
|
|
Machinery and equipment
|
421,873
|
|
|
384,710
|
|
||
Computer equipment and software
|
137,899
|
|
|
122,890
|
|
||
Construction in progress
|
105,319
|
|
|
73,920
|
|
||
|
889,696
|
|
|
789,447
|
|
||
Less: Accumulated depreciation
|
(456,930
|
)
|
|
(406,448
|
)
|
||
Property, plant and equipment, net
|
$
|
432,766
|
|
|
$
|
382,999
|
|
|
Vascular North America
|
|
Interventional North America
|
|
Anesthesia North America
|
|
Surgical North America
|
|
EMEA
|
|
Asia
|
|
OEM
|
|
All other
|
|
Total
|
||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||
Balance as of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Goodwill
|
$
|
485,986
|
|
|
$
|
84,615
|
|
|
$
|
225,784
|
|
|
$
|
250,912
|
|
|
$
|
290,041
|
|
|
$
|
138,185
|
|
|
$
|
4,883
|
|
|
$
|
128,442
|
|
|
$
|
1,608,848
|
|
Accumulated impairment losses
|
(219,527
|
)
|
|
(5,528
|
)
|
|
(84,531
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,542
|
)
|
|
(332,128
|
)
|
|||||||||
|
266,459
|
|
|
79,087
|
|
|
141,253
|
|
|
250,912
|
|
|
290,041
|
|
|
138,185
|
|
|
4,883
|
|
|
105,900
|
|
|
1,276,720
|
|
|||||||||
Goodwill related to acquisitions
|
—
|
|
|
342,901
|
|
|
15,599
|
|
|
—
|
|
|
161,543
|
|
|
59,954
|
|
|
—
|
|
|
313,714
|
|
|
893,711
|
|
|||||||||
Translation and other adjustments
|
(1,590
|
)
|
|
11,061
|
|
|
437
|
|
|
—
|
|
|
42,964
|
|
|
11,061
|
|
|
—
|
|
|
1,228
|
|
|
65,161
|
|
|||||||||
Balance as of December 31, 2017
|
$
|
264,869
|
|
|
$
|
433,049
|
|
|
$
|
157,289
|
|
|
$
|
250,912
|
|
|
$
|
494,548
|
|
|
$
|
209,200
|
|
|
$
|
4,883
|
|
|
$
|
420,842
|
|
|
$
|
2,235,592
|
|
Goodwill related to acquisitions
|
—
|
|
|
27,355
|
|
|
—
|
|
|
2,403
|
|
|
4,730
|
|
|
6,590
|
|
|
—
|
|
|
(413
|
)
|
|
40,665
|
|
|||||||||
Translation and other adjustments
|
—
|
|
|
(4,815
|
)
|
|
(950
|
)
|
|
—
|
|
|
(18,663
|
)
|
|
(4,243
|
)
|
|
—
|
|
|
(1,007
|
)
|
|
(29,678
|
)
|
|||||||||
Balance as of December 31, 2018
|
$
|
264,869
|
|
|
$
|
455,589
|
|
|
$
|
156,339
|
|
|
$
|
253,315
|
|
|
$
|
480,615
|
|
|
$
|
211,547
|
|
|
$
|
4,883
|
|
|
$
|
419,422
|
|
|
$
|
2,246,579
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Customer relationships
|
$
|
1,030,194
|
|
|
$
|
1,023,837
|
|
|
$
|
(322,972
|
)
|
|
$
|
(281,263
|
)
|
In-process research and development
|
28,457
|
|
|
34,672
|
|
|
—
|
|
|
—
|
|
||||
Intellectual property
|
1,363,516
|
|
|
1,287,487
|
|
|
(322,539
|
)
|
|
(258,580
|
)
|
||||
Distribution rights
|
23,465
|
|
|
23,697
|
|
|
(17,860
|
)
|
|
(16,996
|
)
|
||||
Trade names
|
565,070
|
|
|
571,510
|
|
|
(36,379
|
)
|
|
(22,069
|
)
|
||||
Non-compete agreements
|
23,004
|
|
|
23,429
|
|
|
(8,904
|
)
|
|
(1,976
|
)
|
||||
|
$
|
3,033,706
|
|
|
$
|
2,964,632
|
|
|
$
|
(708,654
|
)
|
|
$
|
(580,884
|
)
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Senior Credit Facility:
|
|
|
|
||||
Revolving credit facility, at a rate of 4.27% at December 31, 2018 and 3.44% at December 31, 2017, due 2022
|
$
|
293,000
|
|
|
$
|
349,000
|
|
Term loan facility, at a rate of 4.27% at December 31, 2018 and 3.57% at December 31 2017, due 2022
|
683,500
|
|
|
721,000
|
|
||
5.25% Senior Notes due 2024
|
250,000
|
|
|
250,000
|
|
||
4.875% Senior Notes due 2026
|
400,000
|
|
|
400,000
|
|
||
4.625% Senior Notes due 2027
|
500,000
|
|
|
500,000
|
|
||
Securitization program, at a rate of 3.25% at December 31, 2018 and 2.31% at December 31, 2017
|
50,000
|
|
|
50,000
|
|
||
|
2,176,500
|
|
|
2,270,000
|
|
||
Less: Unamortized debt issuance costs
|
(17,675
|
)
|
|
(20,448
|
)
|
||
|
2,158,825
|
|
|
2,249,552
|
|
||
Current portion of borrowings
|
(86,625
|
)
|
|
(86,625
|
)
|
||
Long-term borrowings
|
$
|
2,072,200
|
|
|
$
|
2,162,927
|
|
|
(Dollars in thousands)
|
||
2019
|
$
|
86,625
|
|
2020
|
51,562
|
|
|
2021
|
70,313
|
|
|
2022
|
818,000
|
|
|
2023 and thereafter
|
1,150,000
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
Fair Value
|
||||||
|
(Dollars in thousands)
|
||||||
Asset derivatives:
|
|
|
|
||||
Designated foreign currency forward contracts
|
$
|
1,216
|
|
|
$
|
914
|
|
Non-designated foreign currency forward contracts
|
106
|
|
|
307
|
|
||
Cross-currency interest rate swap
|
14,728
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
16,050
|
|
|
1,221
|
|
||
Total asset derivatives
|
16,050
|
|
|
1,221
|
|
||
Liability derivatives:
|
|
|
|
||||
Designated foreign currency forward contracts
|
524
|
|
|
1,373
|
|
||
Non-designated foreign currency forward contracts
|
264
|
|
|
53
|
|
||
Other current liabilities
|
788
|
|
|
1,426
|
|
||
Cross-currency interest rate swap
|
7,793
|
|
|
—
|
|
||
Other liabilities
|
7,793
|
|
|
—
|
|
||
Total liability derivatives
|
$
|
8,581
|
|
|
$
|
1,426
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in thousands)
|
||||||
Allowance for doubtful accounts
(1)
|
$
|
9,348
|
|
|
$
|
10,255
|
|
Current and long-term trade accounts receivable in Greece, Italy, Spain and Portugal
(2)
|
$
|
39,026
|
|
|
$
|
49,054
|
|
Percentage of total net current and long-term trade accounts receivables
|
11.0
|
%
|
|
14.6
|
%
|
|
Basis of fair value measurement
|
||||||||||||||
|
December 31, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Investments in marketable securities
|
$
|
8,671
|
|
|
$
|
8,671
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets
|
16,050
|
|
|
—
|
|
|
16,050
|
|
|
—
|
|
||||
Derivative liabilities
|
8,581
|
|
|
—
|
|
|
8,581
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
304,248
|
|
|
—
|
|
|
—
|
|
|
304,248
|
|
|
Basis of fair value measurement
|
||||||||||||||
|
December 31, 2017
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Investments in marketable securities
|
$
|
9,045
|
|
|
$
|
9,045
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets
|
1,221
|
|
|
—
|
|
|
1,221
|
|
|
—
|
|
||||
Derivative liabilities
|
1,426
|
|
|
—
|
|
|
1,426
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
272,136
|
|
|
—
|
|
|
—
|
|
|
272,136
|
|
Contingent Consideration Liability
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
Milestone-based payment
|
|
|
|
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
4.3% - 6.2%
|
|
|
|
Projected year of payment
|
|
2019 - 2023
|
Revenue-based
|
|
|
|
|
|
|
Monte Carlo simulation
|
|
Revenue volatility
|
|
16.1% - 25.0%
|
|
|
|
Risk free rate
|
|
Cost of debt structure
|
|
|
|
Projected year of payment
|
|
2019 - 2022
|
|
|
|
|
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
10.0% - 10.5%
|
|
|
|
Projected year of payment
|
|
2019 - 2029
|
|
Contingent consideration
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Beginning balance – January 1
|
$
|
272,136
|
|
|
$
|
7,102
|
|
Initial estimate upon acquisition
|
54,696
|
|
|
261,733
|
|
||
Payments
|
(75,335
|
)
|
|
(335
|
)
|
||
Revaluations
|
52,977
|
|
|
3,575
|
|
||
Translation adjustment
|
(226
|
)
|
|
61
|
|
||
Ending balance – December 31
|
$
|
304,248
|
|
|
$
|
272,136
|
|
|
2018
|
|
2017
|
|
2016
|
|||
|
(Shares in thousands)
|
|||||||
Basic
|
45,689
|
|
|
45,004
|
|
|
43,325
|
|
Dilutive effect of share based awards
|
970
|
|
|
923
|
|
|
570
|
|
Dilutive effect of convertible notes and warrants
|
142
|
|
|
737
|
|
|
3,751
|
|
Diluted
|
46,801
|
|
|
46,664
|
|
|
47,646
|
|
|
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, 2016
|
$
|
(2,424
|
)
|
|
$
|
(136,596
|
)
|
|
$
|
(299,697
|
)
|
|
$
|
(438,717
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,775
|
|
|
(6,725
|
)
|
|
173,074
|
|
|
169,124
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(11
|
)
|
|
4,513
|
|
|
—
|
|
|
4,502
|
|
||||
Net current-year other comprehensive income (loss)
|
2,764
|
|
|
(2,212
|
)
|
|
173,074
|
|
|
173,626
|
|
||||
Balance at December 31, 2017
|
340
|
|
|
(138,808
|
)
|
|
(126,623
|
)
|
|
(265,091
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
2,574
|
|
|
1,605
|
|
|
(83,889
|
)
|
|
(79,710
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(2,107
|
)
|
|
5,823
|
|
|
—
|
|
|
3,716
|
|
||||
Net current-year other comprehensive (loss) income
|
467
|
|
|
7,428
|
|
|
(83,889
|
)
|
|
(75,994
|
)
|
||||
Balance at December 31, 2018
|
$
|
807
|
|
|
$
|
(131,380
|
)
|
|
$
|
(210,512
|
)
|
|
$
|
(341,085
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31,
2016 |
||||||
|
(Dollars in thousands)
|
||||||||||
Losses (gains) on designated foreign exchange forward contracts:
|
|
|
|
|
|
||||||
Cost of goods sold
|
$
|
(2,270
|
)
|
|
$
|
(95
|
)
|
|
$
|
4,511
|
|
Total before tax
|
(2,270
|
)
|
|
(95
|
)
|
|
4,511
|
|
|||
Taxes expense (benefit)
|
163
|
|
|
84
|
|
|
(1,010
|
)
|
|||
Net of tax
|
$
|
(2,107
|
)
|
|
$
|
(11
|
)
|
|
$
|
3,501
|
|
Losses (gains) on cross-currency swaps (net investment hedge):
|
|
|
|
|
|
||||||
Interest expense
|
$
|
(3,277
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total before tax
|
(3,277
|
)
|
|
—
|
|
|
—
|
|
|||
Tax expense
|
754
|
|
|
—
|
|
|
—
|
|
|||
Net of tax
|
$
|
(2,523
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of pension and other postretirement benefits items:
|
|
|
|
|
|
||||||
Actuarial losses
(1)
|
$
|
7,305
|
|
|
$
|
6,904
|
|
|
$
|
6,965
|
|
Prior-service credits
(1)
|
251
|
|
|
105
|
|
|
56
|
|
|||
Total before tax
|
7,556
|
|
|
7,009
|
|
|
7,021
|
|
|||
Tax benefit
|
(1,733
|
)
|
|
(2,496
|
)
|
|
(2,509
|
)
|
|||
Net of tax
|
$
|
5,823
|
|
|
$
|
4,513
|
|
|
$
|
4,512
|
|
Impact on income from continuing operations, net of tax
|
$
|
1,193
|
|
|
$
|
4,502
|
|
|
$
|
8,013
|
|
(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 15
for additional information).
|
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free interest rate
|
2.67
|
%
|
|
1.88
|
%
|
|
1.30
|
%
|
Expected life of option
|
4.98 years
|
|
|
4.94 years
|
|
|
4.91 years
|
|
Expected dividend yield
|
0.54
|
%
|
|
0.71
|
%
|
|
0.94
|
%
|
Expected volatility
|
22.65
|
%
|
|
21.74
|
%
|
|
21.64
|
%
|
|
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
|
1,708,928
|
|
|
$
|
113.49
|
|
|
—
|
|
|
—
|
|
Granted
|
155,498
|
|
|
254.60
|
|
|
—
|
|
|
—
|
|
|
Exercised
|
(383,198
|
)
|
|
80.51
|
|
|
—
|
|
|
—
|
|
|
Forfeited or expired
|
(9,779
|
)
|
|
170.78
|
|
|
—
|
|
|
—
|
|
|
Outstanding, end of the year
|
1,471,449
|
|
|
136.62
|
|
|
5.7
|
|
|
179,396
|
|
|
Exercisable, end of the year
|
1,073,198
|
|
|
$
|
112.13
|
|
|
5.0
|
|
|
157,070
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free interest rate
|
2.41
|
%
|
|
1.47
|
%
|
|
0.94
|
%
|
Expected dividend yield
|
0.53
|
%
|
|
0.71
|
%
|
|
0.93
|
%
|
|
Number of
Non-Vested
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
(In years)
|
|
(Dollars in thousands)
|
|||||
Outstanding, beginning of the year
|
233,742
|
|
|
$
|
148.79
|
|
|
|
|
|
||
Granted
|
62,221
|
|
|
250.66
|
|
|
|
|
|
|||
Vested
|
(83,396
|
)
|
|
125.70
|
|
|
|
|
|
|||
Forfeited
|
(10,755
|
)
|
|
179.08
|
|
|
|
|
|
|||
Outstanding, end of the year
|
201,812
|
|
|
188.10
|
|
|
1.1
|
|
$
|
52,164
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,525
|
)
|
|
$
|
133,621
|
|
|
$
|
2,344
|
|
State
|
1,432
|
|
|
5,213
|
|
|
5,230
|
|
|||
Foreign
|
29,353
|
|
|
35,444
|
|
|
28,842
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(5,124
|
)
|
|
(258,247
|
)
|
|
(25,141
|
)
|
|||
State
|
(5,114
|
)
|
|
1,459
|
|
|
(1,837
|
)
|
|||
Foreign
|
4,174
|
|
|
212,158
|
|
|
(1,364
|
)
|
|||
|
$
|
23,196
|
|
|
$
|
129,648
|
|
|
$
|
8,074
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
United States
|
$
|
37,201
|
|
|
$
|
37,528
|
|
|
$
|
(29,988
|
)
|
Other
|
182,427
|
|
|
247,383
|
|
|
275,713
|
|
|||
|
$
|
219,628
|
|
|
$
|
284,911
|
|
|
$
|
245,725
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax effect of international items
|
(3.3
|
)
|
|
(25.7
|
)
|
|
(27.5
|
)
|
Impacts of the TCJA
|
(1.0
|
)
|
|
37.9
|
|
|
—
|
|
Excess tax benefits related to share-based compensation
|
(7.2
|
)
|
|
(2.3
|
)
|
|
—
|
|
State taxes, net of federal benefit
|
(0.1
|
)
|
|
0.1
|
|
|
0.9
|
|
Uncertain tax contingencies
|
(0.4
|
)
|
|
(1.8
|
)
|
|
(3.6
|
)
|
Contingent consideration
|
5.3
|
|
|
0.4
|
|
|
(1.2
|
)
|
Intellectual property impairment charge
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
Research and development tax credit
|
(1.6
|
)
|
|
(0.8
|
)
|
|
(0.6
|
)
|
Other, net
|
(0.1
|
)
|
|
2.7
|
|
|
0.3
|
|
|
10.6
|
%
|
|
45.5
|
%
|
|
3.3
|
%
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Tax loss and credit carryforwards
|
$
|
234,940
|
|
|
$
|
210,055
|
|
Pension
|
19,972
|
|
|
28,147
|
|
||
Reserves and accruals
|
68,767
|
|
|
62,378
|
|
||
Other
|
3,267
|
|
|
3,619
|
|
||
Less: valuation allowances
|
(143,971
|
)
|
|
(104,799
|
)
|
||
Total deferred tax assets
|
182,975
|
|
|
199,400
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
24,315
|
|
|
22,299
|
|
||
Intangibles — stock acquisitions
|
541,445
|
|
|
553,245
|
|
||
Unremitted foreign earnings
|
218,769
|
|
|
223,494
|
|
||
Other
|
4,221
|
|
|
228
|
|
||
Total deferred tax liabilities
|
788,750
|
|
|
799,266
|
|
||
Net deferred tax liability
|
$
|
(605,775
|
)
|
|
$
|
(599,866
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance at January 1
|
$
|
9,336
|
|
|
$
|
15,054
|
|
|
$
|
34,381
|
|
Increase in unrecognized tax benefits related to prior years
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decrease in unrecognized tax benefits related to prior years
|
—
|
|
|
—
|
|
|
(13,083
|
)
|
|||
Unrecognized tax benefits related to the current year
|
899
|
|
|
895
|
|
|
705
|
|
|||
Reductions in unrecognized tax benefits due to settlements
|
—
|
|
|
—
|
|
|
(2,121
|
)
|
|||
Reductions in unrecognized tax benefits due to lapse of applicable statute of limitations
|
(1,955
|
)
|
|
(6,813
|
)
|
|
(4,840
|
)
|
|||
Increase (decrease) in unrecognized tax benefits due to foreign currency translation
|
(174
|
)
|
|
200
|
|
|
12
|
|
|||
Balance at December 31
|
$
|
8,106
|
|
|
$
|
9,336
|
|
|
$
|
15,054
|
|
|
Beginning
|
|
Ending
|
United States
|
2015
|
|
2018
|
Canada
|
2014
|
|
2018
|
China
|
2013
|
|
2018
|
Czech Republic
|
2015
|
|
2018
|
France
|
2016
|
|
2018
|
Germany
|
2011
|
|
2018
|
India
|
2002
|
|
2018
|
Ireland
|
2014
|
|
2018
|
Italy
|
2014
|
|
2018
|
Malaysia
|
2014
|
|
2018
|
Singapore
|
2014
|
|
2018
|
|
Pension
|
|
Other Benefits
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
1,500
|
|
|
$
|
2,887
|
|
|
$
|
2,615
|
|
|
$
|
50
|
|
|
$
|
279
|
|
|
$
|
355
|
|
Interest cost
|
14,816
|
|
|
15,137
|
|
|
15,711
|
|
|
1,389
|
|
|
1,577
|
|
|
1,595
|
|
||||||
Expected return on plan assets
|
(29,666
|
)
|
|
(26,809
|
)
|
|
(24,786
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization and deferral
|
6,777
|
|
|
6,734
|
|
|
6,567
|
|
|
136
|
|
|
275
|
|
|
454
|
|
||||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net benefit expense (income)
|
$
|
(6,087
|
)
|
|
$
|
(2,051
|
)
|
|
$
|
107
|
|
|
$
|
2,252
|
|
|
$
|
2,131
|
|
|
$
|
2,404
|
|
|
Pension
|
|
Other Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.6
|
%
|
|
4.2
|
%
|
|
4.5
|
%
|
|
3.6
|
%
|
|
4.1
|
%
|
|
4.3
|
%
|
Rate of return
|
7.8
|
%
|
|
8.1
|
%
|
|
8.1
|
%
|
|
|
|
|
|
|
|||
Initial healthcare trend rate
|
|
|
|
|
|
|
7.8
|
%
|
|
7.9
|
%
|
|
8.4
|
%
|
|||
Ultimate healthcare trend rate
|
|
|
|
|
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Under Funded
|
|
Under Funded
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||
Benefit obligation, beginning of year
|
$
|
462,158
|
|
|
$
|
430,574
|
|
|
$
|
48,903
|
|
|
$
|
47,487
|
|
Service cost
|
1,500
|
|
|
2,887
|
|
|
50
|
|
|
279
|
|
||||
Interest cost
|
14,816
|
|
|
15,137
|
|
|
1,389
|
|
|
1,577
|
|
||||
Actuarial (gain) loss
|
(38,446
|
)
|
|
31,074
|
|
|
(6,058
|
)
|
|
2,278
|
|
||||
Currency translation
|
(1,780
|
)
|
|
3,916
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(19,314
|
)
|
|
(19,144
|
)
|
|
(2,790
|
)
|
|
(3,095
|
)
|
||||
Medicare Part D reimbursement
|
—
|
|
|
—
|
|
|
101
|
|
|
80
|
|
||||
Plan amendments
|
157
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||
Curtailments
|
(162
|
)
|
|
—
|
|
|
520
|
|
|
—
|
|
||||
Settlements
|
(1,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Administrative costs
|
(1,039
|
)
|
|
(2,286
|
)
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation, end of year
|
416,470
|
|
|
462,158
|
|
|
42,115
|
|
|
48,903
|
|
||||
Fair value of plan assets, beginning of year
|
386,307
|
|
|
340,265
|
|
|
|
|
|
||||||
Actual return on plan assets
|
(13,275
|
)
|
|
53,065
|
|
|
|
|
|
||||||
Contributions
|
12,687
|
|
|
12,670
|
|
|
|
|
|
||||||
Benefits paid
|
(19,314
|
)
|
|
(19,144
|
)
|
|
|
|
|
||||||
Settlements
|
(1,420
|
)
|
|
—
|
|
|
|
|
|
||||||
Administrative costs
|
(1,039
|
)
|
|
(2,286
|
)
|
|
|
|
|
||||||
Currency translation
|
(1,139
|
)
|
|
1,737
|
|
|
|
|
|
||||||
Fair value of plan assets, end of year
|
362,807
|
|
|
386,307
|
|
|
|
|
|
||||||
Funded status, end of year
|
$
|
(53,663
|
)
|
|
$
|
(75,851
|
)
|
|
$
|
(42,115
|
)
|
|
$
|
(48,903
|
)
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Other assets
|
$
|
2,837
|
|
|
$
|
1,596
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Payroll and benefit-related liabilities
|
(1,729
|
)
|
|
(1,767
|
)
|
|
(3,972
|
)
|
|
(3,173
|
)
|
||||
Pension and postretirement benefit liabilities
|
(54,771
|
)
|
|
(75,680
|
)
|
|
(38,143
|
)
|
|
(45,730
|
)
|
||||
Accumulated other comprehensive loss
|
205,910
|
|
|
209,365
|
|
|
364
|
|
|
6,715
|
|
||||
|
$
|
152,247
|
|
|
$
|
133,514
|
|
|
$
|
(41,751
|
)
|
|
$
|
(42,188
|
)
|
|
Pension
|
||||||||||||||
|
Prior Service
Cost
|
|
Net (Gain)
or Loss
|
|
Deferred
Taxes
|
|
Accumulated
Other
Comprehensive
Loss,
Net of Tax
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance at December 31, 2016
|
$
|
79
|
|
|
$
|
209,706
|
|
|
$
|
(76,140
|
)
|
|
$
|
133,645
|
|
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
(28
|
)
|
|
(6,706
|
)
|
|
2,395
|
|
|
(4,339
|
)
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
4,818
|
|
|
(1,119
|
)
|
|
3,699
|
|
||||
Impact of currency translation
|
—
|
|
|
1,496
|
|
|
(413
|
)
|
|
1,083
|
|
||||
Balance at December 31, 2017
|
51
|
|
|
209,314
|
|
|
(75,277
|
)
|
|
134,088
|
|
||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
(17
|
)
|
|
(6,760
|
)
|
|
1,579
|
|
|
(5,198
|
)
|
||||
Settlements
|
—
|
|
|
(486
|
)
|
|
83
|
|
|
(403
|
)
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
4,495
|
|
|
(1,012
|
)
|
|
3,483
|
|
||||
Curtailments
|
—
|
|
|
(162
|
)
|
|
42
|
|
|
(120
|
)
|
||||
Plan amendments
|
157
|
|
|
—
|
|
|
(27
|
)
|
|
130
|
|
||||
Impact of currency translation
|
—
|
|
|
(682
|
)
|
|
183
|
|
|
(499
|
)
|
||||
Balance at December 31, 2018
|
$
|
191
|
|
|
$
|
205,719
|
|
|
$
|
(74,429
|
)
|
|
$
|
131,481
|
|
|
Other Benefits
|
||||||||||||||
|
Prior Service
Cost
|
|
Net (Gain) or
Loss
|
|
Deferred
Taxes
|
|
Accumulated
Other
Comprehensive
Loss,
Net of Tax
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance at December 31, 2016
|
$
|
85
|
|
|
$
|
4,330
|
|
|
$
|
(1,464
|
)
|
|
$
|
2,951
|
|
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
(77
|
)
|
|
(198
|
)
|
|
101
|
|
|
(174
|
)
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
2,278
|
|
|
(558
|
)
|
|
1,720
|
|
||||
Plan amendments
|
297
|
|
|
—
|
|
|
(74
|
)
|
|
223
|
|
||||
Balance at December 31, 2017
|
305
|
|
|
6,410
|
|
|
(1,995
|
)
|
|
4,720
|
|
||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period:
|
|
|
|
|
|
|
|
||||||||
Net amortization and deferral
|
(77
|
)
|
|
(59
|
)
|
|
32
|
|
|
(104
|
)
|
||||
Curtailments
|
(157
|
)
|
|
—
|
|
|
39
|
|
|
(118
|
)
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes in benefit obligation
|
—
|
|
|
(6,058
|
)
|
|
1,459
|
|
|
(4,599
|
)
|
||||
Balance at December 31, 2018
|
$
|
71
|
|
|
$
|
293
|
|
|
$
|
(465
|
)
|
|
$
|
(101
|
)
|
|
Pension
|
|
Other Benefits
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate
|
4.3
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
|
3.6
|
%
|
Rate of compensation increase
|
2.6
|
%
|
|
2.6
|
%
|
|
|
|
|
||
Initial healthcare trend rate
|
|
|
|
|
7.4
|
%
|
|
7.8
|
%
|
||
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
|
|
$
|
627
|
|
|
$
|
627
|
|
|
—
|
|
|
—
|
|
||
Money market funds
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Managed volatility (b)
|
|
71,306
|
|
|
71,306
|
|
|
—
|
|
|
—
|
|
||||
United States small/mid-cap equity (c)
|
|
15,379
|
|
|
15,379
|
|
|
—
|
|
|
—
|
|
||||
World Equity (excluding United States) (d)
|
|
24,589
|
|
|
24,589
|
|
|
—
|
|
|
—
|
|
||||
Common Equity Securities – Teleflex Incorporated
|
|
30,216
|
|
|
30,216
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Intermediate duration fund (e)
|
|
26,958
|
|
|
26,958
|
|
|
—
|
|
|
—
|
|
||||
Long duration bond fund (f)
|
|
90,661
|
|
|
90,661
|
|
|
—
|
|
|
—
|
|
||||
Corporate bond fund (g)
|
|
12,162
|
|
|
12,162
|
|
|
—
|
|
|
—
|
|
||||
Global credit fund (h)
|
|
647
|
|
|
647
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets debt fund (i)
|
|
7,923
|
|
|
7,923
|
|
|
—
|
|
|
—
|
|
||||
Corporate, government and foreign bonds
|
|
30,418
|
|
|
30,418
|
|
|
—
|
|
|
—
|
|
||||
Asset backed – home loans
|
|
367
|
|
|
—
|
|
|
$
|
367
|
|
|
—
|
|
|||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Multi asset funds (j)
|
|
6,905
|
|
|
3,676
|
|
|
3,229
|
|
|
—
|
|
||||
Contract with insurance company (k)
|
|
10,092
|
|
|
—
|
|
|
—
|
|
|
$
|
10,092
|
|
|||
Other
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total investments at fair value
|
|
$
|
328,262
|
|
|
$
|
314,569
|
|
|
$
|
3,596
|
|
|
$
|
10,097
|
|
Investments measured at net asset value (l)
|
|
34,545
|
|
|
|
|
|
|
|
|||||||
Total
|
|
$
|
362,807
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
1,324
|
|
|
$
|
1,324
|
|
|
—
|
|
|
—
|
|
||
Money market funds
|
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Managed volatility (b)
|
|
79,964
|
|
|
79,964
|
|
|
—
|
|
|
—
|
|
||||
United States small/mid-cap equity (c)
|
|
19,239
|
|
|
19,239
|
|
|
—
|
|
|
—
|
|
||||
World Equity (excluding United States) (d)
|
|
32,294
|
|
|
32,294
|
|
|
—
|
|
|
—
|
|
||||
Common Equity Securities – Teleflex Incorporated
|
|
29,087
|
|
|
29,087
|
|
|
—
|
|
|
—
|
|
||||
Diversified Global
|
|
6,353
|
|
|
6,353
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Intermediate duration fund (e)
|
|
23,378
|
|
|
23,378
|
|
|
—
|
|
|
—
|
|
||||
Long duration bond fund (f)
|
|
94,623
|
|
|
94,623
|
|
|
—
|
|
|
—
|
|
||||
Corporate bond fund (g)
|
|
12,420
|
|
|
12,420
|
|
|
—
|
|
|
—
|
|
||||
Emerging markets debt fund (i)
|
|
9,184
|
|
|
9,184
|
|
|
—
|
|
|
—
|
|
||||
Corporate, government and foreign bonds
|
|
2,024
|
|
|
2,024
|
|
|
—
|
|
|
—
|
|
||||
Asset backed – home loans
|
|
454
|
|
|
—
|
|
|
$
|
454
|
|
|
—
|
|
|||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Multi asset funds (j)
|
|
11,114
|
|
|
6,187
|
|
|
4,927
|
|
|
|
|
||||
Other
|
|
5
|
|
|
—
|
|
|
—
|
|
|
$
|
5
|
|
|||
Total investments at fair value
|
|
$
|
321,514
|
|
|
$
|
316,128
|
|
|
$
|
5,381
|
|
|
$
|
5
|
|
Investments measured at Net asset value (l)
|
|
64,793
|
|
|
|
|
|
|
|
|||||||
Total
|
|
$
|
386,307
|
|
|
|
|
|
|
|
|
|
|
(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 United States and foreign corporate obligations, fixed income securities issued by sovereigns or agencies in both developed and emerging foreign markets, debt obligations issued by governments or other municipalities, and securities issued or guaranteed by the United States Government and its agencies. The fund will seek to maintain an effective average duration between
three
and
ten
years, and uses derivative instruments, including interest rate swap agreements and credit default swaps, 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 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.
|
(g)
|
This category comprises funds that invest primarily in higher-yielding fixed income securities, including corporate bonds and debentures, convertible and preferred securities and zero coupon obligations.
|
(h)
|
This category comprises a fund that invests primarily in a range of debt securities, including those issued by governments, institutions, or companies from a number of countries.
|
(i)
|
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.
|
(j)
|
This category comprises funds that may invest in equities, bonds, or derivatives.
|
(k)
|
This category comprises the asset established out of an agreement to purchase a bulk-annuity policy from an insurer to fully cover the liabilities for members of the pension plan. The asset value is based on the fair value of the contract as determined by the insurance company using inputs that are not observable.
|
(l)
|
This category comprises pooled institutional investments, primarily collective investment trusts. These funds are not listed on an exchange or traded in an active market and these investments are valued using their net asset value, which is generally based on the underlying asset values of the pooled investments held in the trusts. This category comprises the following funds:
|
•
|
a fund that invests primarily in collateralized debt obligations and other structured credit vehicles and may include fixed income securities, loan participations, credit-linked notes, medium-term notes, pooled investment vehicles and derivative instruments.
|
•
|
a hedge fund that invests in various other hedge funds.
|
•
|
funds that invest in underlying funds that acquire, manage, and dispose of real estate properties, with a focus on properties in the U.S. and the UK markets.
|
|
Pension
|
|
Other Benefits
|
||||
|
(Dollars in thousands)
|
||||||
2019
|
$
|
20,852
|
|
|
$
|
3,972
|
|
2020
|
21,023
|
|
|
4,024
|
|
||
2021
|
21,795
|
|
|
3,893
|
|
||
2022
|
22,658
|
|
|
4,015
|
|
||
2023
|
23,161
|
|
|
3,795
|
|
||
Years 2024 — 2028
|
124,927
|
|
|
15,241
|
|
|
Future Lease Payments
|
||
|
(Dollars in thousands)
|
||
2019
|
$
|
25,294
|
|
2020
|
23,216
|
|
|
2021
|
21,419
|
|
|
2022
|
19,460
|
|
|
2023
|
17,403
|
|
|
2024 and thereafter
|
41,368
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Vascular North America
|
$
|
329,473
|
|
|
$
|
313,618
|
|
|
$
|
295,206
|
|
Interventional North America
|
261,645
|
|
|
220,611
|
|
|
82,431
|
|
|||
Anesthesia North America
|
205,064
|
|
|
197,982
|
|
|
198,772
|
|
|||
Surgical North America
|
166,267
|
|
|
175,216
|
|
|
172,223
|
|
|||
EMEA
|
603,813
|
|
|
552,722
|
|
|
510,934
|
|
|||
Asia
|
286,895
|
|
|
269,208
|
|
|
249,416
|
|
|||
OEM
|
205,976
|
|
|
182,967
|
|
|
160,990
|
|
|||
All other
|
389,250
|
|
|
233,979
|
|
|
198,055
|
|
|||
Net revenues
|
$
|
2,448,383
|
|
|
$
|
2,146,303
|
|
|
$
|
1,868,027
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Vascular North America
|
$
|
98,505
|
|
|
$
|
77,036
|
|
|
$
|
77,122
|
|
Interventional North America
|
62,242
|
|
|
25,972
|
|
|
13,264
|
|
|||
Anesthesia North America
|
61,159
|
|
|
62,901
|
|
|
55,544
|
|
|||
Surgical North America
|
62,934
|
|
|
63,931
|
|
|
56,608
|
|
|||
EMEA
|
106,090
|
|
|
92,430
|
|
|
84,392
|
|
|||
Asia
|
78,135
|
|
|
75,637
|
|
|
75,770
|
|
|||
OEM
|
50,294
|
|
|
41,578
|
|
|
33,641
|
|
|||
All other
|
(29,042
|
)
|
|
11,142
|
|
|
26,486
|
|
|||
Total segment operating profit
(1)
|
490,317
|
|
|
450,627
|
|
|
422,827
|
|
|||
Unallocated expenses
(2)
|
(168,613
|
)
|
|
(78,348
|
)
|
|
(103,374
|
)
|
|||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
$
|
321,704
|
|
|
$
|
372,279
|
|
|
$
|
319,453
|
|
(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 and impairment charges and gain on sale of assets.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Vascular North America
|
$
|
27,535
|
|
|
$
|
31,058
|
|
|
$
|
35,117
|
|
Interventional North America
|
34,127
|
|
|
29,108
|
|
|
6,993
|
|
|||
Anesthesia North America
|
10,162
|
|
|
8,573
|
|
|
10,932
|
|
|||
Surgical North America
|
8,321
|
|
|
8,694
|
|
|
10,459
|
|
|||
EMEA
|
47,171
|
|
|
34,322
|
|
|
30,505
|
|
|||
Asia
|
12,917
|
|
|
11,868
|
|
|
11,275
|
|
|||
OEM
|
8,610
|
|
|
8,337
|
|
|
8,404
|
|
|||
All other
|
65,871
|
|
|
28,378
|
|
|
14,661
|
|
|||
Consolidated depreciation and amortization
|
$
|
214,714
|
|
|
$
|
160,338
|
|
|
$
|
128,346
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net revenues (based on the Company's selling location):
|
|
|
|
|
|
||||||
United States
|
$
|
1,449,426
|
|
|
$
|
1,254,825
|
|
|
$
|
1,018,786
|
|
Europe
|
671,264
|
|
|
591,370
|
|
|
567,320
|
|
|||
Asia and Asia Pacific
|
234,090
|
|
|
220,110
|
|
|
208,841
|
|
|||
All other
|
93,603
|
|
|
79,998
|
|
|
73,080
|
|
|||
|
$
|
2,448,383
|
|
|
$
|
2,146,303
|
|
|
$
|
1,868,027
|
|
Net property, plant and equipment:
|
|
|
|
|
|
||||||
United States
|
$
|
258,415
|
|
|
$
|
216,568
|
|
|
$
|
167,167
|
|
Malaysia
|
51,952
|
|
|
43,730
|
|
|
31,415
|
|
|||
Ireland
|
41,223
|
|
|
43,867
|
|
|
36,569
|
|
|||
Czech Republic
|
34,833
|
|
|
35,715
|
|
|
30,843
|
|
|||
All other
|
46,343
|
|
|
43,119
|
|
|
36,905
|
|
|||
|
$
|
432,766
|
|
|
$
|
382,999
|
|
|
$
|
302,899
|
|
a.
|
Parent Company, the issuer of the guaranteed obligations;
|
b.
|
Guarantor Subsidiaries, on a combined basis;
|
c.
|
Non-Guarantor Subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed
payment of the Senior Notes), on a combined basis; and
|
d.
|
Parent Company and its subsidiaries on a consolidated basis.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,584,650
|
|
|
$
|
1,287,944
|
|
|
$
|
(424,211
|
)
|
|
$
|
2,448,383
|
|
Cost of goods sold
|
—
|
|
|
886,161
|
|
|
596,985
|
|
|
(419,205
|
)
|
|
1,063,941
|
|
|||||
Gross profit
|
—
|
|
|
698,489
|
|
|
690,959
|
|
|
(5,006
|
)
|
|
1,384,442
|
|
|||||
Selling, general and administrative expenses
|
50,866
|
|
|
514,598
|
|
|
313,895
|
|
|
(671
|
)
|
|
878,688
|
|
|||||
Research and development expenses
|
1,482
|
|
|
73,067
|
|
|
31,659
|
|
|
—
|
|
|
106,208
|
|
|||||
Restructuring and impairment charges
|
—
|
|
|
20,639
|
|
|
58,591
|
|
|
—
|
|
|
79,230
|
|
|||||
Gain on sale of assets
|
—
|
|
|
(1,388
|
)
|
|
—
|
|
|
—
|
|
|
(1,388
|
)
|
|||||
(Loss) income from continuing operations before
interest and taxes
|
(52,348
|
)
|
|
91,573
|
|
|
286,814
|
|
|
(4,335
|
)
|
|
321,704
|
|
|||||
Interest, net
|
95,173
|
|
|
4,796
|
|
|
2,107
|
|
|
—
|
|
|
102,076
|
|
|||||
(Loss) income from continuing operations before taxes
|
(147,521
|
)
|
|
86,777
|
|
|
284,707
|
|
|
(4,335
|
)
|
|
219,628
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(53,401
|
)
|
|
34,591
|
|
|
42,241
|
|
|
(235
|
)
|
|
23,196
|
|
|||||
Equity in net income of consolidated subsidiaries
|
291,572
|
|
|
220,718
|
|
|
637
|
|
|
(512,927
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
197,452
|
|
|
272,904
|
|
|
243,103
|
|
|
(517,027
|
)
|
|
196,432
|
|
|||||
Operating income from discontinued operations
|
4,363
|
|
|
—
|
|
|
1,280
|
|
|
—
|
|
|
5,643
|
|
|||||
Tax on income from discontinued operations
|
1,013
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
1,273
|
|
|||||
Income from discontinued operations
|
3,350
|
|
|
—
|
|
|
1,020
|
|
|
—
|
|
|
4,370
|
|
|||||
Net income
|
200,802
|
|
|
272,904
|
|
|
244,123
|
|
|
(517,027
|
)
|
|
200,802
|
|
|||||
Other comprehensive loss
|
(75,994
|
)
|
|
(80,030
|
)
|
|
(80,512
|
)
|
|
160,542
|
|
|
(75,994
|
)
|
|||||
Comprehensive income
|
$
|
124,808
|
|
|
$
|
192,874
|
|
|
$
|
163,611
|
|
|
$
|
(356,485
|
)
|
|
$
|
124,808
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,368,149
|
|
|
$
|
1,177,247
|
|
|
$
|
(399,093
|
)
|
|
$
|
2,146,303
|
|
Cost of goods sold
|
—
|
|
|
778,153
|
|
|
594,527
|
|
|
(398,179
|
)
|
|
974,501
|
|
|||||
Gross profit
|
—
|
|
|
589,996
|
|
|
582,720
|
|
|
(914
|
)
|
|
1,171,802
|
|
|||||
Selling, general and administrative expenses
|
47,412
|
|
|
408,811
|
|
|
243,544
|
|
|
196
|
|
|
699,963
|
|
|||||
Research and development expenses
|
1,009
|
|
|
57,614
|
|
|
26,147
|
|
|
—
|
|
|
84,770
|
|
|||||
Restructuring charges
|
—
|
|
|
8,971
|
|
|
5,819
|
|
|
—
|
|
|
14,790
|
|
|||||
(Loss) income from continuing operations before
interest, loss on extinguishment of debt and taxes
|
(48,421
|
)
|
|
114,600
|
|
|
307,210
|
|
|
(1,110
|
)
|
|
372,279
|
|
|||||
Interest, net
|
99,371
|
|
|
(21,153
|
)
|
|
3,557
|
|
|
—
|
|
|
81,775
|
|
|||||
Loss on extinguishment of debt
|
5,593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,593
|
|
|||||
(Loss) income from continuing operations before taxes
|
(153,385
|
)
|
|
135,753
|
|
|
303,653
|
|
|
(1,110
|
)
|
|
284,911
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(110,921
|
)
|
|
(20,333
|
)
|
|
261,386
|
|
|
(484
|
)
|
|
129,648
|
|
|||||
Equity in net income of consolidated subsidiaries
|
197,727
|
|
|
25,500
|
|
|
(3,135
|
)
|
|
(220,092
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
155,263
|
|
|
181,586
|
|
|
39,132
|
|
|
(220,718
|
)
|
|
155,263
|
|
|||||
Operating loss from discontinued operations
|
(4,534
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,534
|
)
|
|||||
Benefit on loss from discontinued operations
|
(1,801
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,801
|
)
|
|||||
Loss from discontinued operations
|
(2,733
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,733
|
)
|
|||||
Net income
|
152,530
|
|
|
181,586
|
|
|
39,132
|
|
|
(220,718
|
)
|
|
152,530
|
|
|||||
Other comprehensive income
|
173,626
|
|
|
158,490
|
|
|
198,453
|
|
|
(356,943
|
)
|
|
173,626
|
|
|||||
Comprehensive income
|
$
|
326,156
|
|
|
$
|
340,076
|
|
|
$
|
237,585
|
|
|
$
|
(577,661
|
)
|
|
$
|
326,156
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,112,464
|
|
|
$
|
1,124,958
|
|
|
$
|
(369,395
|
)
|
|
$
|
1,868,027
|
|
Cost of goods sold
|
—
|
|
|
652,442
|
|
|
588,110
|
|
|
(368,725
|
)
|
|
871,827
|
|
|||||
Gross profit
|
—
|
|
|
460,022
|
|
|
536,848
|
|
|
(670
|
)
|
|
996,200
|
|
|||||
Selling, general and administrative expenses
|
43,602
|
|
|
328,263
|
|
|
191,916
|
|
|
(473
|
)
|
|
563,308
|
|
|||||
Research and development expenses
|
547
|
|
|
33,080
|
|
|
24,952
|
|
|
—
|
|
|
58,579
|
|
|||||
Restructuring and impairment charges
|
173
|
|
|
50,183
|
|
|
8,871
|
|
|
—
|
|
|
59,227
|
|
|||||
Gain on sale of assets
|
(2,707
|
)
|
|
(155
|
)
|
|
(1,505
|
)
|
|
—
|
|
|
(4,367
|
)
|
|||||
(Loss) income from continuing operations before interest, loss on extinguishment of debt and taxes
|
(41,615
|
)
|
|
48,651
|
|
|
312,614
|
|
|
(197
|
)
|
|
319,453
|
|
|||||
Interest, net
|
61,374
|
|
|
(11,009
|
)
|
|
4,102
|
|
|
—
|
|
|
54,467
|
|
|||||
Loss on extinguishment of debt
|
19,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,261
|
|
|||||
(Loss) income from continuing operations before taxes
|
(122,250
|
)
|
|
59,660
|
|
|
308,512
|
|
|
(197
|
)
|
|
245,725
|
|
|||||
(Benefit) taxes on (loss) income from continuing operations
|
(44,674
|
)
|
|
12,954
|
|
|
39,875
|
|
|
(81
|
)
|
|
8,074
|
|
|||||
Equity in net income of consolidated subsidiaries
|
315,396
|
|
|
243,987
|
|
|
528
|
|
|
(559,911
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
237,820
|
|
|
290,693
|
|
|
269,165
|
|
|
(560,027
|
)
|
|
237,651
|
|
|||||
Operating (loss) income from discontinued operations
|
(1,300
|
)
|
|
—
|
|
|
378
|
|
|
—
|
|
|
(922
|
)
|
|||||
Tax benefit on (loss) income from discontinued operations
|
(857
|
)
|
|
—
|
|
|
(255
|
)
|
|
—
|
|
|
(1,112
|
)
|
|||||
(Loss) income from discontinued operations
|
(443
|
)
|
|
—
|
|
|
633
|
|
|
—
|
|
|
190
|
|
|||||
Net income
|
237,377
|
|
|
290,693
|
|
|
269,798
|
|
|
(560,027
|
)
|
|
237,841
|
|
|||||
Less: Income from continuing operations attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
|||||
Net income attributable to common shareholders
|
237,377
|
|
|
290,693
|
|
|
269,334
|
|
|
(560,027
|
)
|
|
237,377
|
|
|||||
Other comprehensive loss attributable to common shareholders
|
(66,761
|
)
|
|
(76,098
|
)
|
|
(80,700
|
)
|
|
156,798
|
|
|
(66,761
|
)
|
|||||
Comprehensive income attributable to common shareholders
|
$
|
170,616
|
|
|
$
|
214,595
|
|
|
$
|
188,634
|
|
|
$
|
(403,229
|
)
|
|
$
|
170,616
|
|
|
December 31, 2018
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
49,523
|
|
|
$
|
1,757
|
|
|
$
|
305,881
|
|
|
$
|
—
|
|
|
$
|
357,161
|
|
Accounts receivable, net
|
5,885
|
|
|
54,013
|
|
|
301,054
|
|
|
5,334
|
|
|
366,286
|
|
|||||
Accounts receivable from consolidated subsidiaries
|
32,036
|
|
|
1,043,573
|
|
|
350,162
|
|
|
(1,425,771
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
266,073
|
|
|
192,659
|
|
|
(30,954
|
)
|
|
427,778
|
|
|||||
Prepaid expenses and other current assets
|
30,458
|
|
|
9,673
|
|
|
28,237
|
|
|
4,113
|
|
|
72,481
|
|
|||||
Prepaid taxes
|
7,029
|
|
|
—
|
|
|
5,434
|
|
|
—
|
|
|
12,463
|
|
|||||
Total current assets
|
124,931
|
|
|
1,375,089
|
|
|
1,183,427
|
|
|
(1,447,278
|
)
|
|
1,236,169
|
|
|||||
Property, plant and equipment, net
|
3,385
|
|
|
253,037
|
|
|
176,344
|
|
|
—
|
|
|
432,766
|
|
|||||
Goodwill
|
—
|
|
|
1,254,848
|
|
|
991,731
|
|
|
—
|
|
|
2,246,579
|
|
|||||
Intangibles assets, net
|
90
|
|
|
1,277,462
|
|
|
1,047,500
|
|
|
—
|
|
|
2,325,052
|
|
|||||
Investments in affiliates
|
5,984,566
|
|
|
1,672,908
|
|
|
20,257
|
|
|
(7,677,731
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
—
|
|
|
—
|
|
|
4,822
|
|
|
(2,376
|
)
|
|
2,446
|
|
|||||
Notes receivable and other amounts due from consolidated subsidiaries
|
2,337,737
|
|
|
2,523,156
|
|
|
13,242
|
|
|
(4,874,135
|
)
|
|
—
|
|
|||||
Other assets
|
17,180
|
|
|
5,776
|
|
|
12,023
|
|
|
—
|
|
|
34,979
|
|
|||||
Total assets
|
$
|
8,467,889
|
|
|
$
|
8,362,276
|
|
|
$
|
3,449,346
|
|
|
$
|
(14,001,520
|
)
|
|
$
|
6,277,991
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current borrowings
|
$
|
36,625
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
86,625
|
|
Accounts payable
|
3,448
|
|
|
62,764
|
|
|
40,497
|
|
|
—
|
|
|
106,709
|
|
|||||
Accounts payable to consolidated subsidiaries
|
1,058,008
|
|
|
278,715
|
|
|
89,048
|
|
|
(1,425,771
|
)
|
|
—
|
|
|||||
Accrued expenses
|
5,659
|
|
|
41,883
|
|
|
50,009
|
|
|
—
|
|
|
97,551
|
|
|||||
Current portion of contingent consideration
|
—
|
|
|
106,514
|
|
|
30,363
|
|
|
—
|
|
|
136,877
|
|
|||||
Payroll and benefit-related liabilities
|
17,156
|
|
|
44,982
|
|
|
42,532
|
|
|
—
|
|
|
104,670
|
|
|||||
Accrued interest
|
5,995
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
6,031
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
5,943
|
|
|
—
|
|
|
5,943
|
|
|||||
Other current liabilities
|
843
|
|
|
34,916
|
|
|
2,291
|
|
|
—
|
|
|
38,050
|
|
|||||
Total current liabilities
|
1,127,734
|
|
|
569,774
|
|
|
310,719
|
|
|
(1,425,771
|
)
|
|
582,456
|
|
|||||
Long-term borrowings
|
2,072,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,072,200
|
|
|||||
Deferred tax liabilities
|
87,671
|
|
|
257,522
|
|
|
265,404
|
|
|
(2,376
|
)
|
|
608,221
|
|
|||||
Pension and postretirement benefit liabilities
|
49,290
|
|
|
27,454
|
|
|
16,170
|
|
|
—
|
|
|
92,914
|
|
|||||
Noncurrent liability for uncertain tax positions
|
801
|
|
|
7,212
|
|
|
2,705
|
|
|
—
|
|
|
10,718
|
|
|||||
Notes payable and other amounts due to consolidated subsidiaries
|
2,451,784
|
|
|
2,222,580
|
|
|
199,771
|
|
|
(4,874,135
|
)
|
|
—
|
|
|||||
Noncurrent contingent consideration
|
—
|
|
|
131,563
|
|
|
35,807
|
|
|
—
|
|
|
167,370
|
|
|||||
Other liabilities
|
138,431
|
|
|
8,204
|
|
|
57,499
|
|
|
|
|
|
204,134
|
|
|||||
Total liabilities
|
5,927,911
|
|
|
3,224,309
|
|
|
888,075
|
|
|
(6,302,282
|
)
|
|
3,738,013
|
|
|||||
Total shareholders' equity
|
2,539,978
|
|
|
5,137,967
|
|
|
2,561,271
|
|
|
(7,699,238
|
)
|
|
2,539,978
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
8,467,889
|
|
|
$
|
8,362,276
|
|
|
$
|
3,449,346
|
|
|
$
|
(14,001,520
|
)
|
|
$
|
6,277,991
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
37,803
|
|
|
$
|
8,933
|
|
|
$
|
286,822
|
|
|
$
|
—
|
|
|
$
|
333,558
|
|
Accounts receivable, net
|
2,414
|
|
|
57,818
|
|
|
280,980
|
|
|
4,663
|
|
|
345,875
|
|
|||||
Accounts receivable from consolidated subsidiaries
|
14,478
|
|
|
1,177,246
|
|
|
343,115
|
|
|
(1,534,839
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
245,533
|
|
|
176,490
|
|
|
(26,279
|
)
|
|
395,744
|
|
|||||
Prepaid expenses and other current assets
|
14,874
|
|
|
9,236
|
|
|
19,790
|
|
|
3,982
|
|
|
47,882
|
|
|||||
Prepaid taxes
|
—
|
|
|
—
|
|
|
5,748
|
|
|
—
|
|
|
5,748
|
|
|||||
Total current assets
|
69,569
|
|
|
1,498,766
|
|
|
1,112,945
|
|
|
(1,552,473
|
)
|
|
1,128,807
|
|
|||||
Property, plant and equipment, net
|
2,088
|
|
|
213,663
|
|
|
167,248
|
|
|
—
|
|
|
382,999
|
|
|||||
Goodwill
|
—
|
|
|
1,246,144
|
|
|
989,448
|
|
|
—
|
|
|
2,235,592
|
|
|||||
Intangibles assets, net
|
—
|
|
|
1,355,275
|
|
|
1,028,473
|
|
|
—
|
|
|
2,383,748
|
|
|||||
Investments in affiliates
|
5,806,244
|
|
|
1,674,077
|
|
|
19,620
|
|
|
(7,499,941
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
—
|
|
|
—
|
|
|
6,071
|
|
|
(2,261
|
)
|
|
3,810
|
|
|||||
Notes receivable and other amounts due from consolidated subsidiaries
|
2,452,101
|
|
|
2,231,832
|
|
|
—
|
|
|
(4,683,933
|
)
|
|
—
|
|
|||||
Other assets
|
31,173
|
|
|
6,397
|
|
|
8,966
|
|
|
—
|
|
|
46,536
|
|
|||||
Total assets
|
$
|
8,361,175
|
|
|
$
|
8,226,154
|
|
|
$
|
3,332,771
|
|
|
$
|
(13,738,608
|
)
|
|
$
|
6,181,492
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current borrowings
|
$
|
36,625
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
86,625
|
|
Accounts payable
|
4,269
|
|
|
46,992
|
|
|
40,766
|
|
|
—
|
|
|
92,027
|
|
|||||
Accounts payable to consolidated subsidiaries
|
1,211,568
|
|
|
261,121
|
|
|
62,150
|
|
|
(1,534,839
|
)
|
|
—
|
|
|||||
Accrued expenses
|
17,957
|
|
|
31,827
|
|
|
47,069
|
|
|
—
|
|
|
96,853
|
|
|||||
Current portion of contingent consideration
|
—
|
|
|
74,224
|
|
|
—
|
|
|
—
|
|
|
74,224
|
|
|||||
Payroll and benefit-related liabilities
|
21,145
|
|
|
44,009
|
|
|
42,261
|
|
|
—
|
|
|
107,415
|
|
|||||
Accrued interest
|
6,133
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
6,165
|
|
|||||
Income taxes payable
|
4,352
|
|
|
—
|
|
|
7,162
|
|
|
—
|
|
|
11,514
|
|
|||||
Other current liabilities
|
1,461
|
|
|
3,775
|
|
|
3,817
|
|
|
—
|
|
|
9,053
|
|
|||||
Total current liabilities
|
1,303,510
|
|
|
461,948
|
|
|
253,257
|
|
|
(1,534,839
|
)
|
|
483,876
|
|
|||||
Long-term borrowings
|
2,162,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,162,927
|
|
|||||
Deferred tax liabilities
|
88,512
|
|
|
265,426
|
|
|
251,999
|
|
|
(2,261
|
)
|
|
603,676
|
|
|||||
Pension and postretirement benefit liabilities
|
70,860
|
|
|
32,750
|
|
|
17,800
|
|
|
—
|
|
|
121,410
|
|
|||||
Noncurrent liability for uncertain tax positions
|
1,117
|
|
|
8,196
|
|
|
2,983
|
|
|
—
|
|
|
12,296
|
|
|||||
Notes payable and other amounts due to consolidated subsidiaries
|
2,155,146
|
|
|
2,320,611
|
|
|
208,176
|
|
|
(4,683,933
|
)
|
|
—
|
|
|||||
Noncurrent contingent consideration
|
—
|
|
|
186,923
|
|
|
10,989
|
|
|
—
|
|
|
197,912
|
|
|||||
Other liabilities
|
148,572
|
|
|
7,850
|
|
|
12,442
|
|
|
—
|
|
|
168,864
|
|
|||||
Total liabilities
|
5,930,644
|
|
|
3,283,704
|
|
|
757,646
|
|
|
(6,221,033
|
)
|
|
3,750,961
|
|
|||||
Total shareholders' equity
|
2,430,531
|
|
|
4,942,450
|
|
|
2,575,125
|
|
|
(7,517,575
|
)
|
|
2,430,531
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
8,361,175
|
|
|
$
|
8,226,154
|
|
|
$
|
3,332,771
|
|
|
$
|
(13,738,608
|
)
|
|
$
|
6,181,492
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Condensed
Consolidated |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(196,727
|
)
|
|
$
|
470,972
|
|
|
$
|
319,693
|
|
|
$
|
(158,852
|
)
|
|
$
|
435,086
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(1,881
|
)
|
|
(40,399
|
)
|
|
(38,515
|
)
|
|
—
|
|
|
(80,795
|
)
|
|||||
Payments for businesses and intangibles acquired, net of cash acquired
|
(100
|
)
|
|
(35,606
|
)
|
|
(85,319
|
)
|
|
—
|
|
|
(121,025
|
)
|
|||||
Proceeds from sale of assets
|
28,239
|
|
|
3,878
|
|
|
—
|
|
|
(28,239
|
)
|
|
3,878
|
|
|||||
Net interest proceeds on swaps designated as net investment hedges
|
1,548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,548
|
|
|||||
Investments in affiliates
|
—
|
|
|
(5,700
|
)
|
|
—
|
|
|
5,700
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities from continuing operations
|
27,806
|
|
|
(77,827
|
)
|
|
(123,834
|
)
|
|
(22,539
|
)
|
|
(196,394
|
)
|
|||||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from new borrowings
|
35,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|||||
Reduction in borrowings
|
(128,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,500
|
)
|
|||||
Debt extinguishment, issuance and amendment fees
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|||||
Proceeds from share based compensation plans and the related tax impacts
|
22,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,655
|
|
|||||
Payments for contingent consideration
|
—
|
|
|
(73,235
|
)
|
|
—
|
|
|
—
|
|
|
(73,235
|
)
|
|||||
Proceeds from issuance of shares
|
—
|
|
|
—
|
|
|
5,700
|
|
|
(5,700
|
)
|
|
—
|
|
|||||
Dividends
|
(62,165
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,165
|
)
|
|||||
Intercompany transactions
|
314,386
|
|
|
(322,363
|
)
|
|
(20,262
|
)
|
|
28,239
|
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
(4,723
|
)
|
|
(154,129
|
)
|
|
158,852
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
181,188
|
|
|
(400,321
|
)
|
|
(168,691
|
)
|
|
181,391
|
|
|
(206,433
|
)
|
|||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
(547
|
)
|
|
—
|
|
|
2,839
|
|
|
—
|
|
|
2,292
|
|
|||||
Net cash provided by discontinued operations
|
(547
|
)
|
|
—
|
|
|
2,839
|
|
|
—
|
|
|
2,292
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(10,948
|
)
|
|
—
|
|
|
(10,948
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
11,720
|
|
|
(7,176
|
)
|
|
19,059
|
|
|
—
|
|
|
23,603
|
|
|||||
Cash and cash equivalents at the beginning of the year
|
37,803
|
|
|
8,933
|
|
|
286,822
|
|
|
—
|
|
|
333,558
|
|
|||||
Cash and cash equivalents at the end of the year
|
$
|
49,523
|
|
|
$
|
1,757
|
|
|
$
|
305,881
|
|
|
$
|
—
|
|
|
$
|
357,161
|
|
|
Year Ended December 31, 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
|
$
|
(50,585
|
)
|
|
$
|
223,373
|
|
|
$
|
315,431
|
|
|
$
|
(61,918
|
)
|
|
$
|
426,301
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(240
|
)
|
|
(34,912
|
)
|
|
(35,751
|
)
|
|
—
|
|
|
(70,903
|
)
|
|||||
Payments for businesses and intangibles acquired, net of cash acquired
|
(975,524
|
)
|
|
(725,554
|
)
|
|
(67,206
|
)
|
|
—
|
|
|
(1,768,284
|
)
|
|||||
Proceeds from sale of assets
|
464,982
|
|
|
—
|
|
|
6,332
|
|
|
(464,982
|
)
|
|
6,332
|
|
|||||
Investments in affiliates
|
—
|
|
|
(5,900
|
)
|
|
—
|
|
|
5,900
|
|
|
—
|
|
|||||
Net cash used in investing activities from continuing operations
|
(510,782
|
)
|
|
(766,366
|
)
|
|
(96,625
|
)
|
|
(459,082
|
)
|
|
(1,832,855
|
)
|
|||||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from new borrowings
|
2,463,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,463,500
|
|
|||||
Reduction in borrowings
|
(1,239,576
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,239,576
|
)
|
|||||
Debt extinguishment, issuance and amendment fees
|
(26,664
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,664
|
)
|
|||||
Proceeds from share based compensation plans and related tax impacts
|
5,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,571
|
|
|||||
Payments for contingent consideration
|
—
|
|
|
(335
|
)
|
|
—
|
|
|
—
|
|
|
(335
|
)
|
|||||
Proceeds from issuance of shares
|
—
|
|
|
—
|
|
|
5,900
|
|
|
(5,900
|
)
|
|
—
|
|
|||||
Dividends
|
(61,237
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,237
|
)
|
|||||
Intercompany transactions
|
(550,579
|
)
|
|
551,230
|
|
|
(465,633
|
)
|
|
464,982
|
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(61,918
|
)
|
|
61,918
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
591,015
|
|
|
550,895
|
|
|
(521,651
|
)
|
|
521,000
|
|
|
1,141,259
|
|
|||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
(6,416
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,416
|
)
|
|||||
Net cash used in discontinued operations
|
(6,416
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,416
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
61,480
|
|
|
—
|
|
|
61,480
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
23,232
|
|
|
7,902
|
|
|
(241,365
|
)
|
|
—
|
|
|
(210,231
|
)
|
|||||
Cash and cash equivalents at the beginning of the year
|
14,571
|
|
|
1,031
|
|
|
528,187
|
|
|
—
|
|
|
543,789
|
|
|||||
Cash and cash equivalents at the end of the year
|
$
|
37,803
|
|
|
$
|
8,933
|
|
|
$
|
286,822
|
|
|
$
|
—
|
|
|
$
|
333,558
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Condensed
Consolidated
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(85,088
|
)
|
|
$
|
169,400
|
|
|
$
|
328,553
|
|
|
$
|
(2,275
|
)
|
|
$
|
410,590
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
(279
|
)
|
|
(24,753
|
)
|
|
(28,103
|
)
|
|
—
|
|
|
(53,135
|
)
|
|||||
Payments for businesses and intangibles acquired, net of cash acquired
|
—
|
|
|
(10,305
|
)
|
|
(50,572
|
)
|
|
46,837
|
|
|
(14,040
|
)
|
|||||
Proceeds from sale of businesses and assets
|
5,607
|
|
|
49,571
|
|
|
1,860
|
|
|
(46,837
|
)
|
|
10,201
|
|
|||||
Investments in affiliates
|
—
|
|
|
(5,600
|
)
|
|
—
|
|
|
5,600
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities from continuing operations
|
5,328
|
|
|
8,913
|
|
|
(76,815
|
)
|
|
5,600
|
|
|
(56,974
|
)
|
|||||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from new borrowings
|
665,000
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
671,700
|
|
|||||
Reduction in borrowings
|
(714,565
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(714,565
|
)
|
|||||
Debt extinguishment, issuance and amendment fees
|
(8,958
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,958
|
)
|
|||||
Proceeds from share based compensation plans and the related tax impacts
|
9,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,068
|
|
|||||
Payments to noncontrolling interest shareholders
|
—
|
|
|
—
|
|
|
(464
|
)
|
|
—
|
|
|
(464
|
)
|
|||||
Payments for acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
(9,231
|
)
|
|
—
|
|
|
(9,231
|
)
|
|||||
Payments for contingent consideration
|
—
|
|
|
(7,282
|
)
|
|
—
|
|
|
—
|
|
|
(7,282
|
)
|
|||||
Proceeds from issuance of shares
|
—
|
|
|
—
|
|
|
5,600
|
|
|
(5,600
|
)
|
|
—
|
|
|||||
Dividends
|
(58,960
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,960
|
)
|
|||||
Intercompany transactions
|
183,244
|
|
|
(170,000
|
)
|
|
(13,244
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(2,275
|
)
|
|
2,275
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
74,829
|
|
|
(177,282
|
)
|
|
(12,914
|
)
|
|
(3,325
|
)
|
|
(118,692
|
)
|
|||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash used in operating activities
|
(2,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,110
|
)
|
|||||
Net cash used in discontinued operations
|
(2,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,110
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(27,391
|
)
|
|
—
|
|
|
(27,391
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(7,041
|
)
|
|
1,031
|
|
|
211,433
|
|
|
—
|
|
|
205,423
|
|
|||||
Cash and cash equivalents at the beginning of the year
|
21,612
|
|
|
—
|
|
|
316,754
|
|
|
—
|
|
|
338,366
|
|
|||||
Cash and cash equivalents at the end of the year
|
$
|
14,571
|
|
|
$
|
1,031
|
|
|
$
|
528,187
|
|
|
$
|
—
|
|
|
$
|
543,789
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Other (gains) expenses
(1)
|
$
|
(5,643
|
)
|
|
$
|
4,534
|
|
|
$
|
922
|
|
Income (loss) from discontinued operations before income taxes
|
5,643
|
|
|
(4,534
|
)
|
|
(922
|
)
|
|||
Tax (expense) benefit on loss from discontinued operations
|
(1,273
|
)
|
|
1,801
|
|
|
1,112
|
|
|||
Income (loss) from discontinued operations
|
$
|
4,370
|
|
|
$
|
(2,733
|
)
|
|
$
|
190
|
|
(1)
|
Includes expenses and recoveries associated with divested businesses.
|
Type of expense
|
Total estimated amount expected to be incurred
|
Termination benefits
|
$19 million to $23 million
|
Other costs
(1)
|
$1 million to $2 million
|
Restructuring charges
|
$20 million to $25 million
|
Restructuring related charges
(2)
|
$36 million to $45 million
|
Total restructuring and restructuring related charges
|
$56 million to $70 million
|
(1)
|
Includes contract termination costs as well as facility closure and other exit costs (employee and equipment relocation costs and outplacement).
|
(2)
|
Consists of estimated pre-tax charges related to costs directly related to the plan, primarily costs to transfer manufacturing operations to the new locations as well as accelerated depreciation of
$3.0 million
to
$4.0 million
. Most of the charges are expected to be recognized within costs of goods sold.
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
|
(Dollars in thousands, except per share)
|
||||||||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
587,230
|
|
|
$
|
609,866
|
|
|
$
|
609,672
|
|
|
$
|
641,615
|
|
Gross profit
|
331,270
|
|
|
344,778
|
|
|
342,573
|
|
|
365,821
|
|
||||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
86,843
|
|
|
33,490
|
|
|
82,105
|
|
|
119,266
|
|
||||
Income (loss) from continuing operations
|
54,931
|
|
|
(2,552
|
)
|
|
56,540
|
|
|
87,513
|
|
||||
Income (loss) from discontinued operations
|
1,253
|
|
|
56
|
|
|
(16
|
)
|
|
3,077
|
|
||||
Net income (loss)
|
56,184
|
|
|
(2,496
|
)
|
|
56,524
|
|
|
90,590
|
|
||||
Net income (loss) attributable to common shareholders
|
56,184
|
|
|
(2,496
|
)
|
|
56,524
|
|
|
90,590
|
|
||||
Earnings per share available to common shareholders — basic
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
1.21
|
|
|
$
|
(0.06
|
)
|
|
$
|
1.23
|
|
|
$
|
1.90
|
|
Income from discontinued operations
|
0.03
|
|
|
0.01
|
|
|
—
|
|
|
0.07
|
|
||||
Net income (loss)
|
$
|
1.24
|
|
|
$
|
(0.05
|
)
|
|
$
|
1.23
|
|
|
$
|
1.97
|
|
Earnings per share available to common shareholders — diluted
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
1.18
|
|
|
$
|
(0.06
|
)
|
|
$
|
1.21
|
|
|
$
|
1.87
|
|
Income from discontinued operations
|
0.02
|
|
|
0.01
|
|
|
—
|
|
|
0.06
|
|
||||
Net income (loss)
|
$
|
1.20
|
|
|
$
|
(0.05
|
)
|
|
$
|
1.21
|
|
|
$
|
1.93
|
|
2017:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
487,881
|
|
|
$
|
528,613
|
|
|
$
|
534,703
|
|
|
$
|
595,106
|
|
Gross profit
|
255,560
|
|
|
290,284
|
|
|
295,227
|
|
|
330,731
|
|
||||
Income from continuing operations before interest, loss on extinguishment of debt and taxes
|
60,819
|
|
|
110,202
|
|
|
110,354
|
|
|
90,904
|
|
||||
Income from continuing operations
|
40,349
|
|
|
78,363
|
|
|
79,398
|
|
|
(42,847
|
)
|
||||
(Loss) income from discontinued operations
|
(179
|
)
|
|
(360
|
)
|
|
(2,383
|
)
|
|
189
|
|
||||
Net income (loss)
|
40,170
|
|
|
78,003
|
|
|
77,015
|
|
|
(42,658
|
)
|
||||
Net income (loss) attributable to common shareholders
|
40,170
|
|
|
78,003
|
|
|
77,015
|
|
|
(42,658
|
)
|
||||
Earnings per share available to common shareholders — basic
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.90
|
|
|
$
|
1.74
|
|
|
$
|
1.76
|
|
|
$
|
(0.95
|
)
|
Loss from discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
—
|
|
||||
Net income (loss)
|
$
|
0.89
|
|
|
$
|
1.73
|
|
|
$
|
1.71
|
|
|
$
|
(0.95
|
)
|
Earnings per share available to common shareholders — diluted
(1)
:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.87
|
|
|
$
|
1.67
|
|
|
$
|
1.70
|
|
|
$
|
(0.92
|
)
|
(Loss) income from discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
||||
Net income (loss)
|
$
|
0.86
|
|
|
$
|
1.67
|
|
|
$
|
1.65
|
|
|
$
|
(0.91
|
)
|
|
Balance at
Beginning of
Year
|
|
Additions
Charged to
Income
|
|
Accounts
Receivable
Write-offs
|
|
Translation
and Other
|
|
Balance at
End of
Year
|
||||||||||
December 31, 2018
|
$
|
10,255
|
|
|
$
|
2,521
|
|
|
$
|
(2,601
|
)
|
|
$
|
(827
|
)
|
|
$
|
9,348
|
|
December 31, 2017
|
$
|
8,636
|
|
|
$
|
1,949
|
|
|
$
|
(596
|
)
|
|
$
|
266
|
|
|
$
|
10,255
|
|
December 31, 2016
|
$
|
8,026
|
|
|
$
|
2,156
|
|
|
$
|
(862
|
)
|
|
$
|
(684
|
)
|
|
$
|
8,636
|
|
|
Balance at
Beginning of
Year
|
|
Additions
Charged to
Income
|
|
Inventory
Write-offs
|
|
Translation
and Other
|
|
Balance at
End of
Year
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw material
|
$
|
6,093
|
|
|
$
|
4,028
|
|
|
$
|
(1,899
|
)
|
|
$
|
348
|
|
|
$
|
8,570
|
|
Work-in-process
|
3,089
|
|
|
702
|
|
|
(1,097
|
)
|
|
60
|
|
|
2,754
|
|
|||||
Finished goods
|
26,426
|
|
|
15,295
|
|
|
(17,390
|
)
|
|
(781
|
)
|
|
23,550
|
|
|||||
|
$
|
35,608
|
|
|
$
|
20,025
|
|
|
$
|
(20,386
|
)
|
|
$
|
(373
|
)
|
|
$
|
34,874
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw material
|
$
|
6,555
|
|
|
$
|
1,552
|
|
|
$
|
(2,317
|
)
|
|
$
|
303
|
|
|
$
|
6,093
|
|
Work-in-process
|
2,853
|
|
|
306
|
|
|
(127
|
)
|
|
57
|
|
|
3,089
|
|
|||||
Finished goods
|
26,950
|
|
|
8,662
|
|
|
(10,259
|
)
|
|
1,073
|
|
|
26,426
|
|
|||||
|
$
|
36,358
|
|
|
$
|
10,520
|
|
|
$
|
(12,703
|
)
|
|
$
|
1,433
|
|
|
$
|
35,608
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw material
|
$
|
7,577
|
|
|
$
|
1,446
|
|
|
$
|
(1,645
|
)
|
|
$
|
(823
|
)
|
|
$
|
6,555
|
|
Work-in-process
|
3,139
|
|
|
(76
|
)
|
|
(213
|
)
|
|
3
|
|
|
2,853
|
|
|||||
Finished goods
|
25,800
|
|
|
12,909
|
|
|
(11,150
|
)
|
|
(609
|
)
|
|
26,950
|
|
|||||
|
$
|
36,516
|
|
|
$
|
14,279
|
|
|
$
|
(13,008
|
)
|
|
$
|
(1,429
|
)
|
|
$
|
36,358
|
|
|
Balance at
Beginning of Year
|
|
Additions
Charged to
Expense
|
|
Reductions
Credited to
Expense
|
|
Translation
and Other
|
|
Balance at
End of Year
|
||||||||||
December 31, 2018
|
$
|
104,799
|
|
|
$
|
43,361
|
|
|
$
|
(2,871
|
)
|
|
$
|
(1,318
|
)
|
|
$
|
143,971
|
|
December 31, 2017
|
$
|
104,520
|
|
|
$
|
4,657
|
|
|
$
|
(5,745
|
)
|
|
$
|
1,367
|
|
|
$
|
104,799
|
|
December 31, 2016
|
$
|
103,475
|
|
|
$
|
2,046
|
|
|
$
|
(725
|
)
|
|
$
|
(276
|
)
|
|
$
|
104,520
|
|
A.
|
Teleflex Incorporated (the “Company”) maintains the Teleflex Incorporated 401(k) Savings Plan (the “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.
|
B.
|
The Vice President, Global Human Resources (the “Vice President, Global HR”), has been authorized pursuant to Section 13.02 of the Plan to amend the Plan in accordance with the authority delegated to him.
|
C.
|
In accordance with his delegated authority, the Vice President, Global HR desires to amend the Plan to: (i) increase the maximum qualified percentage for automatic Elective Deferral Contributions to 10%; and (ii) make the annual increase in automatic Elective Deferral Contributions effective as of the first pay period in April of each year.
|
1.
|
Section 3.02.C., “
Automatic Elective Deferral Contributions
,” is hereby amended by revising the third and fourth sentences thereof to read as follows:
|
2.
|
All other provisions of the Plan shall remain in full force and effect.
|
|
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.
|
Daqing Medical Device (Tianjin) Co., Ltd.
|
China
|
11.
|
Distribuidora Arrow, S.A. de C.V.
|
Mexico
|
12.
|
EON Surgical Ltd.
|
Israel
|
13.
|
Essential Medical, Inc.
|
Delaware
|
14.
|
Hudson Respiratory Care Tecate, S. de R.L. de C.V.
|
Mexico
|
15.
|
ICOR AB
1
|
Sweden
|
16.
|
IH Holding LLC
|
Delaware
|
17.
|
Inmed Manufacturing Sdn. Bhd.
|
Malaysia
|
18.
|
LMA Urology Limited
|
Seychelles
|
19.
|
Medical Innovation B.V.
|
Netherlands
|
20.
|
Medical Service GmbH
|
Germany
|
21.
|
NeoTract Australia Pty Ltd
|
Australia
|
22.
|
NeoTract International, Inc.
|
Delaware
|
23.
|
NeoTract, Inc.
|
Delaware
|
24.
|
Osprey Insurance Company
|
Arizona
|
25.
|
Pyng Medical Corp.
|
Canada
|
26.
|
Pyng Medical USA Corp.
|
Washington
|
27.
|
Rusch Asia Pacific Sdn. Bhd.
2
|
Malaysia
|
28.
|
Rüsch Austria GmbH
|
Austria
|
29.
|
Rusch Mexico, S.A. de C.V.
|
Mexico
|
30.
|
Rusch Uruguay Ltda.
|
Uruguay
|
31.
|
Simal SA
|
Belgium
|
32.
|
Sometec Holdings SAS
|
France
|
33.
|
T.K. India Private Ltd.
|
India
|
34.
|
Technology Holding Company II
|
Delaware
|
35.
|
Technology Holding Company III
|
Delaware
|
36.
|
Teleflex Care
3
|
Bermuda
|
37.
|
Teleflex Development Unlimited Company
|
Ireland
|
38.
|
Teleflex Funding LLC
|
Delaware
|
39.
|
Teleflex Health Ltd.
|
Bermuda
|
40.
|
Teleflex Holding Netherlands B.V.
|
Netherlands
|
41.
|
Teleflex Holding Singapore Pte. Ltd.
|
Singapore
|
42.
|
Teleflex Innovations S.à r.l.
|
Luxembourg
|
43.
|
Teleflex Korea Ltd.
|
South Korea
|
44.
|
Teleflex Life Sciences Unlimited Company
4
|
Ireland
|
45.
|
Teleflex LLC
|
Delaware
|
46.
|
Teleflex Lux Holding S.à r.l.
|
Luxembourg
|
47.
|
Teleflex Manufacturing Unlimited Company
|
Ireland
|
48.
|
Teleflex Medical (Proprietary) Limited
5
|
South Africa
|
49.
|
Teleflex Medical Asia Pte. Ltd.
6
|
Singapore
|
50.
|
Teleflex Medical Australia Pty Ltd
7
|
Australia
|
51.
|
Teleflex Medical B.V.
|
Netherlands
|
52.
|
Teleflex Medical Brasil Serviços e Comércio de Produtos Médicos Ltda.
|
Brazil
|
53.
|
Teleflex Medical BVBA
8
|
Belgium
|
54.
|
Teleflex Medical Canada Inc.
9
|
Canada
|
55.
|
Teleflex Medical Chile SpA
|
Chile
|
56.
|
Teleflex Medical Colombia S.A.S.
|
Colombia
|
57.
|
Teleflex Medical de Mexico, S. de R.L. de C.V.
|
Mexico
|
58.
|
Teleflex Medical Devices S.à r.l.
|
Luxembourg
|
59.
|
Teleflex Medical EDC BVBA
10
|
Belgium
|
60.
|
Teleflex Medical Europe Limited
|
Ireland
|
61.
|
Teleflex Medical GmbH
|
Germany
|
62.
|
Teleflex Medical GmbH
11
|
Switzerland
|
63.
|
Teleflex Medical Hellas s.a.
12
|
Greece
|
64.
|
Teleflex Medical Incorporated
13
|
California
|
65.
|
Teleflex Medical Japan, Ltd.
14
|
Japan
|
66.
|
Teleflex Medical New Zealand
15
|
New Zealand
|
67.
|
Teleflex Medical Private Limited
|
India
|
68.
|
Teleflex Medical S.r.l.
|
Italy
|
69.
|
Teleflex Medical SAS
16
|
France
|
70.
|
Teleflex Medical Sdn. Bhd.
17
|
Malaysia
|
71.
|
Teleflex Medical Taiwan Ltd.
|
Taiwan
|
72.
|
Teleflex Medical Technology Ltd
|
Cyprus
|
73.
|
Teleflex Medical Trading (Shanghai) Co., Ltd.
|
China
|
74.
|
Teleflex Medical Tuttlingen GmbH
18
|
Germany
|
75.
|
Teleflex Medical, S.A.
19
|
Spain
|
76.
|
Teleflex Medical, s.r.o.
|
Czech Republic
|
77.
|
Teleflex Medical, s.r.o.
20
|
Slovakia
|
78.
|
Teleflex Polska sp. z o.o.
|
Poland
|
79.
|
Teleflex Production Unlimited Company
|
Ireland
|
80.
|
Teleflex Properties Ireland Limited
|
Ireland
|
81.
|
Teleflex Research S.à r.l.
|
Luxembourg
|
82.
|
Teleflex Urology Limited
21
|
Ireland
|
83.
|
TFX Aviation Inc.
22
|
California
|
84.
|
TFX Development LLC
|
Delaware
|
85.
|
TFX Engineering Ltd.
|
Bermuda
|
86.
|
TFX Equities Incorporated
|
Delaware
|
87.
|
TFX Group Limited
|
United Kingdom
|
88.
|
TFX Holding GmbH
|
Germany
|
89.
|
TFX International SAS
23
|
France
|
90.
|
TFX Medical Wire Products, Inc.
|
Delaware
|
91.
|
TFX North America Inc.
|
Delaware
|
92.
|
The Laryngeal Mask Company (Malaysia) Sdn. Bhd.
|
Malaysia
|
93.
|
The Laryngeal Mask Company (Singapore) Pte. Ltd.
|
Singapore
|
94.
|
The Laryngeal Mask Company Limited
|
Seychelles
|
95.
|
Truphatek Holdings (1993) Limited
|
Israel
|
96.
|
Truphatek International Limited
|
Israel
|
97.
|
Truphatek Product Resources India Private Limited
|
India
|
98.
|
Vascular Solutions LLC
24
|
Minnesota
|
99.
|
Vascular Solutions Zerusa Limited
|
Ireland
|
100.
|
Weck Closure Systems, LLC
|
Delaware
|
101.
|
Willy Rüsch GmbH
|
Germany
|
102.
|
WIRUTEC Rüsch Medical Vertriebs GmbH
|
Germany
|
Date: February 21, 2019
|
/s/ Liam J. Kelly
|
|
Liam J. Kelly
|
|
President and Chief Executive Officer
|
Date: February 21, 2019
|
/s/ Thomas E. Powell
|
|
Thomas E. Powell
|
|
Executive Vice President and Chief Financial Officer
|
Date: February 21, 2019
|
/s/ Liam J. Kelly
|
|
Liam J. Kelly
|
|
President and Chief Executive Officer
|
Date: February 21, 2019
|
/s/ Thomas E. Powell
|
|
Thomas E. Powell
|
|
Executive Vice President and Chief Financial Officer
|