SEC Form 10-Q filed by Teleflex Incorporated

8/2/24 9:08:26 AM ET

$TFX

Medical/Dental Instruments

Health Care

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tfx-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 1-5353

TELEFLEX INCORPORATED

(Exact name of registrant as specified in its charter)


Delaware						23-1147939
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification no.)

550 E. Swedesford Rd., Suite 400 Wayne, PA 19087

(Address of principal executive offices and zip code)

(610) 225-6800

(Registrant’s telephone number, including area code)

(None)

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

TFX

New York Stock Exchange

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 ☒ 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 47,117,489 shares of common stock, par value $1.00 per share, outstanding as of July 30, 2024 .

TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

Page

PART I — FINANCIAL INFORMATION

Item 1:

Financial Statements (Unaudited):

Condensed Consolidated Statements of Income

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Changes in Equity

Notes to Condensed Consolidated Financial Statements

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

Item 4:

Controls and Procedures

PART II — OTHER INFORMATION

Item 1:

Legal Proceedings

Item 1A:

Risk Factors

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3:

Defaults Upon Senior Securities

Item 4:

Mine Safety Disclosures

Item 5:

Other Information

Item 6:

Exhibits

SIGNATURES

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
	(Dollars and shares in thousands, except per share)
Net revenues	$	749,691	$	743,259	$	1,487,540	$	1,454,191
Cost of goods sold	333,233		335,436		654,948		654,988
Gross profit	416,458		407,823		832,592		799,203
Selling, general and administrative expenses	250,631		223,306		493,461		456,022
Research and development expenses	41,094		39,448		78,393		80,917
Pension settlement charge	—		—		138,139		—
Restructuring and impairment charges	7,855		1,508		10,514		3,729

Income from continuing operations before interest and taxes	116,878		143,561		112,085		258,535
Interest expense	21,168		17,762		43,851		36,099
Interest income	(1,787)		(1,156)		(3,453)		(1,999)

Income from continuing operations before taxes	97,497		126,955		71,687		224,435
Taxes (benefit) on income from continuing operations	17,332		15,532		(24,219)		35,716
Income from continuing operations	80,165		111,423		95,906		188,719
Operating loss from discontinued operations	(164)		(114)		(751)		(825)
Tax benefit on operating loss from discontinued operations	(37)		(26)		(172)		(189)
Loss from discontinued operations	(127)		(88)		(579)		(636)
Net income	$	80,038	$	111,335	$	95,327	$	188,083
Earnings per share:
Basic:
Income from continuing operations	$	1.70	$	2.37	$	2.03	$	4.02
Loss from discontinued operations	—		—		(0.01)		(0.02)
Net income	$	1.70	$	2.37	$	2.02	$	4.00
Diluted:
Income from continuing operations	$	1.69	$	2.35	$	2.02	$	3.99
Loss from discontinued operations	—		—		(0.01)		(0.01)
Net income	$	1.69	$	2.35	$	2.01	$	3.98
Weighted average common shares outstanding
Basic	47,151		46,981		47,130		46,965
Diluted	47,361		47,329		47,378		47,307

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
	(Dollars in thousands)
Net income	$	80,038	$	111,335	$	95,327	$	188,083
Other comprehensive (loss) income, net of tax:
Foreign currency:
Foreign currency translation, net of tax of $(1,571), $1,263, $(4,209), and $4,233 for the three and six month periods, respectively	(14,232)		(2,521)		(50,901)		16,049
Pension and other postretirement benefits plans:
Prior service cost recognized in net periodic cost, net of tax of $113, $58, $226, and $117 for the three and six month periods, respectively	(378)		(197)		(757)		(392)
Unamortized gain arising during the period, net of tax of $—, $—, $(2,559) and $— for the three and six month periods, respectively	—		—		8,619		—
Plan settlement charge, net of tax of $—, $—, $(58,065), and $— for the three and six month periods, respectively	—		—		80,074		—
Net loss recognized in net periodic cost, net of tax of $(7), $(477), $(286), and $(953) for the three and six month periods, respectively	3		1,599		924		3,191
Foreign currency translation, net of tax of $(6), $67, $(47), and $130 for the three and six month periods, respectively	9		(207)		116		(391)
Pension and other postretirement benefit plans adjustment, net of tax of $100, $(352), $(60,731), and $(706) for the three and six month periods, respectively	(366)		1,195		88,976		2,408
Derivatives qualifying as hedges:
Derivatives qualifying as hedges, net of tax of $(27), $330, $(145), and $450 for the three and six month periods, respectively	(3,553)		793		(2,875)		3,201
Other comprehensive (loss) income, net of tax:	(18,151)		(533)		35,200		21,658
Comprehensive income	$	61,887	$	110,802	$	130,527	$	209,741

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2024		December 31, 2023
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	238,567	$	222,848
Accounts receivable, net	448,897		443,467
Inventories	636,908		626,216
Prepaid expenses and other current assets	94,826		107,471
Prepaid taxes	18,890		7,404

Total current assets	1,438,088		1,407,406
Property, plant and equipment, net	491,996		479,913
Operating lease assets	112,010		123,521
Goodwill	2,892,629		2,914,055
Intangible assets, net	2,379,916		2,501,960
Deferred tax assets	6,424		6,748
Other assets	120,577		98,943

Total assets	$	7,441,640	$	7,532,546
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	93,750	$	87,500
Accounts payable	113,450		132,247
Accrued expenses	153,403		146,880

Payroll and benefit-related liabilities	113,112		146,535
Accrued interest	5,771		5,583
Income taxes payable	19,731		41,453
Other current liabilities	57,534		46,547

Total current liabilities	556,751		606,745
Long-term borrowings	1,624,222		1,727,572
Deferred tax liabilities	453,028		456,080
Pension and postretirement benefit liabilities	23,026		23,989
Noncurrent liability for uncertain tax positions	3,271		3,370

Noncurrent operating lease liabilities	102,572		111,300
Other liabilities	120,051		162,502
Total liabilities	2,882,921		3,091,558
Commitments and contingencies
Total shareholders' equity	4,558,719		4,440,988
Total liabilities and shareholders' equity	$	7,441,640	$	7,532,546

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended
	June 30, 2024		July 2, 2023
	(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income	$	95,327	$	188,083
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations	579		636
Depreciation expense	34,487		36,723
Intangible asset amortization expense	99,686		83,600
Deferred financing costs and debt discount amortization expense	1,716		1,700
Pension settlement charge	138,139		—


Fair value step up of acquired inventory sold	1,722		—
Changes in contingent consideration	5,852		(6,776)
Assets impairment charge	2,110		—
Stock-based compensation	15,739		14,020

Deferred income taxes, net	(62,953)		460

Interest benefit on swaps designated as net investment hedges	(8,000)		(10,288)
Other	2,168		2,824
Changes in assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	(11,238)		(16,587)
Inventories	(23,775)		(45,630)
Prepaid expenses and other assets	11,443		12,120
Accounts payable, accrued expenses and other liabilities	(34,157)		(53,766)
Income taxes receivable and payable, net	(64,313)		(36,501)
Net cash provided by operating activities from continuing operations	204,532		170,618
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(73,232)		(39,374)

Payments for businesses and intangibles acquired, net of cash acquired	(70)		(129)

Net proceeds on swaps designated as net investment hedges	18,262		10,275
Proceeds from sales of investments	7,300		—
Purchase of investments	(7,300)		—
Net cash used in investing activities from continuing operations	(55,040)		(29,228)
Cash flows from financing activities of continuing operations:

Reduction in borrowings	(98,250)		(154,500)

Net proceeds from share based compensation plans and related tax impacts	2,398		572
Payments for contingent consideration	(122)		(121)
Dividends paid	(32,018)		(31,941)

Net cash used in financing activities from continuing operations	(127,992)		(185,990)
Cash flows from discontinued operations:
Net cash used in operating activities	(2,239)		(454)
Net cash used in discontinued operations	(2,239)		(454)
Effect of exchange rate changes on cash and cash equivalents	(3,542)		3,836
Net increase (decrease) in cash and cash equivalents	15,719		(41,218)
Cash and cash equivalents at the beginning of the period	222,848		292,034
Cash and cash equivalents at the end of the period	$	238,567	$	250,816

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total
	Shares	Dollars								Shares	Dollars
	(Dollars and shares in thousands, except per share)
Balance at December 31, 2023	48,046	$	48,046	$	749,712	$	4,109,736	$	(314,405)	1,006	$	(152,101)	$	4,440,988

Net income						15,289							15,289
Cash dividends ($0.34 per share)						(16,001)							(16,001)
Other comprehensive income								53,351					53,351
Shares issued under compensation plans	35	35		6,166						(21)	2,244		8,445
Deferred compensation				347						(5)	791		1,138
Balance at March 31, 2024	48,081	$	48,081	$	756,225	$	4,109,024	$	(261,054)	980	$	(149,066)	$	4,503,210
Net income						80,038							80,038
Cash dividends ($0.34 per share)						(16,017)							(16,017)
Other comprehensive loss								(18,151)					(18,151)
Shares issued under compensation plans	10	10		8,967						(5)	655		9,632
Deferred compensation	—	$	—	2						—	5		7
Balance at June 30, 2024	48,091	48,091		765,194		4,173,045		(279,205)		975	(148,406)		4,558,719


	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total
	Shares	Dollars								Shares	Dollars
	(Dollars and shares in thousands, except per share)
Balance at December 31, 2022	47,957	$	47,957	$	715,118	$	3,817,304	$	(403,522)	1,032	$	(154,889)	$	4,021,968

Net income						76,748							76,748
Cash dividends ($0.34 per share)						(15,969)							(15,969)
Other comprehensive income								22,191					22,191
Shares issued under compensation plans	18	18		2,333						(19)	2,639		4,990
Deferred compensation				324						(6)	1		325
Balance at April 2, 2023	47,975	$	47,975	$	717,775	$	3,878,083	$	(381,331)	1,007	$	(152,249)	$	4,110,253
Net income						111,335							111,335
Cash dividends ($0.34 per share)						(15,972)							(15,972)
Other comprehensive loss								(533)					(533)
Shares issued under compensation plans	23	23		9,920						—	66		10,009

Balance at July 2, 2023	47,998	47,998		727,695		3,973,446		$	(381,864)	1,007	(152,183)		4,215,092

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(all tabular amounts in thousands unless otherwise noted)

Note 1 — Basis of presentation

The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our" and “Teleflex”) are prepared on the same basis as its annual consolidated financial statements.

In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of the financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for the form and content of presentation of financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.

In accordance with applicable accounting standards and as permitted by Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in our annual consolidated financial statements. Therefore, our quarterly condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Note 2 — Recently issued accounting standards

In November 2023, the Financial Accounting Standard Board ("FASB") issued new guidance designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses per segment. The guidance is effective for all fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The new standard must be adopted on a retrospective basis and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.

In December 2023, the FASB issued new guidance designed to improve income tax disclosure requirements, primarily through increased disaggregation disclosures within the effective tax rate reconciliation as well as enhanced disclosures on income taxes paid. The guidance is effective for all fiscal years beginning after December 15, 2024. The new standard can be adopted on a prospective basis with an option for it to be adopted retrospectively and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.

In March 2024, the SEC adopted final rules that require registrants to include certain climate-related disclosures in registration statements and annual reports. The required disclosures include information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations or financial condition. The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions and will require registrants to present certain climate-related financial disclosures in their audited financial statements. The rules were to be effective for all fiscal years beginning in 2025. However, following the adoption of the rules, challenges to the rules were brought in six federal appellate courts. These challenges were consolidated for review in the U.S. Court of Appeals for the Eighth Circuit. Additional cases have been filed since the consolidation order. On April 4, 2024, the SEC announced that it had stayed the rules pending the completion of judicial review of the consolidated Eighth Circuit petitions. We plan to monitor the status of these rules, and, as appropriate, to evaluate the rules to determine their impact on our consolidated financial statements.

From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by us as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. We have assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believe the new guidance will not have a material impact on the consolidated results of operations, cash flows or financial position.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 3 — Net revenues

We primarily generate revenue from the sale of medical devices including single use disposable devices and, to a lesser extent, reusable devices, instruments and capital equipment. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our products are shipped from the manufacturing or distribution facility. For our Original Equipment and Development Services ("OEM") segment, most revenue is recognized over time because the OEM segment generates revenue from the sale of custom products that have no alternative use and we have an enforceable right to payment to the extent that performance has been completed. We market and sell products through our direct sales force and distributors to customers within the following end markets: (1) hospitals and healthcare providers; (2) other medical device manufacturers; and (3) home care providers, which constituted 86%, 12% and 2% of consolidated net revenues, respectively, for the six months ended June 30, 2024. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. With respect to the custom products sold in the OEM segment, revenue is measured using the units produced output method. Payment is generally due 30 days from the date of invoice.

The following table disaggregates revenue by global product category for the three and six months ended June 30, 2024 and July 2, 2023.


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Vascular access	$	181,105	$	173,785	$	362,459	$	351,437
Interventional	141,157		124,780		275,822		241,677
Anesthesia	102,491		100,842		198,843		194,174
Surgical	111,304		105,953		216,828		204,976
Interventional urology	83,104		77,819		162,846		153,197
OEM	88,825		84,128		176,522		161,125
Other (1)	41,705		75,952		94,220		147,605
Net revenues (2)	$	749,691	$	743,259	$	1,487,540	$	1,454,191

(1) Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products) and sales pursuant to the manufacturing and supply transition agreement related to our Respiratory business divestiture. In 2024, amounts reflect the impact from increases in our reserves related to the Italian payback measure pertaining to prior years discussed in Note 13.

(2) The product categories listed above are presented on a global basis, while each of our reportable segments other than the OEM reportable segment are defined based on the geographic location of its operations; the OEM reportable segment operates globally. Each of the geographically based reportable segments includes net revenues from each of the non-OEM product categories listed above.

Note 4 — Acquisition

2023 acquisition

In the fourth quarter of 2023, we completed the acquisition of Palette Life Sciences AB (“Palette”), a privately held medical device company that sells a portfolio of hyaluronic acid gel-based products primarily utilized in the treatment of urology diseases including a rectal spacing product used in connection with radiation therapy treatment of prostate cancer. Under the terms of the agreement, we acquired Palette for an initial cash payment of $594.9 million, with the potential to make two milestone payments up to $50 million in the aggregate if certain commercial milestones are met. The milestone payments are based on net sales growth over the two-year period beginning January 1, 2024.

We are continuing to evaluate the fair value of the acquired assets and liabilities assumed in connection with the acquisition. Additionally, the purchase accounting for this acquisition remains incomplete with respect to the consideration transferred as we have not reached an agreement on the closing statement adjustments with the seller. Any adjustments to the consideration transferred during the measurement period will be recognized in the reporting period in which they are settled.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 5 — Restructuring and impairment charges

2024 Footprint realignment plan

During the second quarter of 2024, we initiated the "2024 Footprint realignment plan," encompassing several strategic restructuring initiatives. These initiatives primarily include the relocation of select manufacturing operations to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts, the relocation of certain integral product development and manufacturing support functions, the optimization of certain supply chain activities and related workforce reductions. The actions under the 2024 Footprint realignment plan are expected to be substantially completed by the end of 2025.

The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the 2024 Footprint realignment plan:


			Total estimated amount expected to be incurred
Program expense estimates:
Restructuring charges (1)			$16 million to $20 million
Restructuring related charges (2)			$21 million to $26 million
Total restructuring and restructuring related charges			$37 million to $46 million

(1)Substantially all of the charges consist of employee termination benefit costs.

(2)Consists of pre-tax charges related to accelerated depreciation and other costs directly related to the plan, primarily project management costs and costs to relocate manufacturing operations and support functions to the new locations. Substantially all of the charges are expected to be recognized within costs of goods sold.

We expect the restructuring and restructuring related charges will result in future cash outlays ranging from $31 million to $38 million, with the majority anticipated to occur between 2025 and 2026. Furthermore, we expect to incur $13 million to $16 million in aggregate capital expenditures under the plan, with the bulk of these expenses expected to occur during 2024 and 2025.

For the three and six months ended June 30, 2024, we incurred $1.1 million under the 2024 Footprint realignment plan in pre-tax restructuring related charges, substantially all of which was recognized in cost of goods sold.

2023 Footprint realignment plan

In September 2023, we initiated a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions (the "2023 Footprint realignment plan"). These actions are expected to be substantially completed by the end of 2027. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the 2023 Footprint realignment plan:


			Total estimated amount expected to be incurred
Program expense estimates:
Restructuring charges (1)			$4 million to $6 million
Restructuring related charges (2)			$7 million to $9 million
Total restructuring and restructuring related charges			$11 million to $15 million

(1) Substantially all of the charges consist of employee termination benefit costs.

(2) Restructuring related charges represent costs that are directly related to the 2023 Footprint realignment plan and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. Substantially all of these charges are expected to be recognized within cost of goods sold.

Additionally, we expect to incur $2 million to $3 million in aggregate capital expenditures under the plan.

For the three and six months ended June 30, 2024, respectively, we incurred $0.6 million and $1.1 million under the 2023 Footprint realignment plan in pre-tax restructuring related charges, all of which were recognized in cost of goods sold. As of June 30, 2024, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of $2.2 million. In addition, as of June 30, 2024, we have incurred aggregate

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

restructuring related charges of $1.2 million with respect to the 2023 Footprint realignment plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.

As of June 30, 2024, we had a restructuring reserve of $2.1 million related to this plan, all of which related to termination benefits.

2023 Restructuring plan

In December 2023, we initiated a restructuring plan, which primarily involved the integration of Palette into Teleflex and workforce reductions designed to improve operating performance across the organization by creating efficiencies that align with evolving market demands and our strategy to enhance long-term value creation (the “2023 restructuring plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.

Restructuring and impairment charges recognized for the three and six months ended June 30, 2024 and July 2, 2023 consisted of the following:


Three Months Ended June 30, 2024
	Termination Benefits		Other Costs (1)		Total
2024 Footprint realignment plan	$	8,572	$	—	$	8,572
2023 Restructuring plan	(974)		36		(938)
2023 Footprint realignment plan	588		1		589


Other restructuring programs (2)	(373)		5		(368)
Restructuring charges	$	7,813	$	42	$	7,855


Three Months Ended July 2, 2023
	Termination Benefits		Other Costs (1)		Total
2022 Restructuring plan	$	984	$	138	$	1,122
Respiratory divestiture plan	127		—		127


Other restructuring programs (3)	73		186		259
Restructuring charges	$	1,184	$	324	$	1,508


Six Months Ended June 30, 2024
	Termination Benefits		Other Costs (1)		Total
2024 Footprint realignment plan	$	8,572	$	—	$	8,572
2023 Restructuring plan	(818)		82		(736)
2023 Footprint realignment plan	743		3		746


Other restructuring programs (2)	(208)		30		(178)
Restructuring charges	8,289		115		8,404
Asset impairment charges	—		2,110		2,110
Restructuring and impairment charges	$	8,289	$	2,225	$	10,514


Six Months Ended July 2, 2023
	Termination Benefits		Other Costs (1)		Total
2022 Restructuring plan	$	3,117	$	211	$	3,328
Respiratory divestiture plan	255		12		267


Other restructuring programs (3)	(241)		375		134
Restructuring charges	$	3,131	$	598	$	3,729

(1) Other costs include facility closure, contract termination and other exit costs.

(2) Includes activity primarily related to our 2022 Restructuring plan, which has concluded.

(3) Includes activity primarily related to our 2014, 2018, and 2019 Footprint realignment plans, all of which have concluded.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Impairment charge

For the six months ended June 30, 2024, we recorded an impairment charge of $2.1 million related to a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.

Note 6 — Inventories

Inventories as of June 30, 2024 and December 31, 2023 consisted of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	179,337	$	179,517
Work-in-process	119,153		111,132
Finished goods	338,418		335,567
Inventories	$	636,908	$	626,216

Note 7 — Goodwill and other intangible assets

The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the six months ended June 30, 2024:


	Americas		EMEA		Asia		OEM		Total
December 31, 2023	$	2,068,072	$	487,744	$	246,229	$	112,010	$	2,914,055




Currency translation adjustment	(2,172)		(10,857)		(8,397)		—		(21,426)
June 30, 2024	$	2,065,900	$	476,887	$	237,832	$	112,010	$	2,892,629

Our goodwill impairment testing is performed annually during the fourth quarter of each fiscal year in addition to periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. No impairment charges were recognized during the three and six months ended June 30, 2024. We did identify indicators of a potential impairment as of June 30, 2024 related to our Interventional Urology North America reporting unit, included within our Americas operating segment. The indicators of a potential impairment primarily arose from lower than anticipated sales results from our UroLift product line (“UroLift”), primarily driven by the adverse impact of persistent end-market challenges within the U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income and the market approaches, which determined that the fair value of the reporting unit exceeded the carrying value. The more significant judgments and assumptions in determining the fair value included the amount and timing of expected future cash flows, the expected long-term growth rates and the discount rate used to estimate the present value of the future cash flows. Our assessment indicates that the Interventional Urology North America reporting unit is susceptible to future impairment charges if future revenue is lower than our current expectations, in particular with respect to the adverse impacts stemming from end market conditions related to UroLift, as well as from continuing negative impacts from macroeconomic factors, including increased inflation and higher interest rates. The carrying value of goodwill allocated to the Interventional Urology North America reporting unit as of June 30, 2024 was $645.9 million.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The gross carrying amount of, and accumulated amortization relating to, intangible assets as of June 30, 2024 and December 31, 2023 were as follows:


	Gross Carrying Amount				Accumulated Amortization
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Customer relationships	$	1,358,377	$	1,363,839	$	(591,302)	$	(561,753)
In-process research and development	23,666		27,476		—		—
Intellectual property	1,878,931		1,890,957		(804,090)		(745,094)
Distribution rights	23,155		23,301		(22,289)		(22,048)
Trade names	605,642		610,146		(92,174)		(84,864)
Non-compete agreements	21,917		21,934		(21,917)		(21,934)
	$	3,911,688	$	3,937,653	$	(1,531,772)	$	(1,435,693)

Note 8 — Financial instruments

Foreign currency forward contracts

We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. For the three and six months ended June 30, 2024, we recognized a loss of $0.1 million and a gain of $3.5 million respectively, related to non-designated foreign currency forward contracts. For the three and six months ended July 2, 2023, we recognized gains of $2.0 million and $2.1 million, respectively, related to non-designated foreign currency forward contracts.

The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of June 30, 2024 and December 31, 2023 was $302.2 million and $234.1 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of June 30, 2024 and December 31, 2023 was $173.4 million and $195.0 million, respectively. All open foreign currency forward contracts as of June 30, 2024 have durations of 12 months or less.

Cross-currency interest rate swaps

During 2019, we entered into cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2019 Cross-currency swaps"). Under the terms of the cross-currency swap agreements, we notionally exchanged $250 million at an annual interest rate of 4.88% for €219.2 million at an annual interest rate of 2.46%. The swap agreements are designed as net investment hedges. On February 26, 2024, the agreements related to our 2019 Cross-currency swap with an original maturity date of March 4, 2024 were terminated resulting in $12.1 million in cash settlement proceeds.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

During 2023, we executed cross-currency swap agreements with six different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate, (the "2023 Cross-currency swaps"). Under the terms of the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 3.05%. The swap agreements are designated as net investment hedges and expire on October 4, 2025.

In 2023, we entered into a zero cost foreign exchange collar contract that aligns with the notional amount and expiration date of the 2023 Cross-currency swaps. We sold a put option with a lower strike price and bought a call option with a higher strike price to manage the foreign exchange risk related to the final settlement of the $500 million notional cross currency swaps. Upon the execution of the zero cost foreign exchange collar contract, we have de-designated the 2023 Cross-currency swaps and re-designated the combined $500 million notional cross currency swaps and zero cost collar into a new hedging instrument. At redesignation, the existing $500 million notional cross-currency swaps were off-market due to changes in foreign exchange rates and interest rates. The off-market value due to interest rates will be amortized ratably into earnings through October 2025 and the off-market value due to foreign exchange rates will remain in accumulated other comprehensive income until the underlying net investment is sold. The combined cross-currency swaps and zero cost collar have been designated as a net investment hedge for accounting purposes.

The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement.

The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of accumulated other comprehensive income (loss) ("AOCI"). The following table summarizes the foreign exchange gains and losses recognized within AOCI and the interest benefit recognized within interest expense related to cross currency swap for the three and six months ended June 30, 2024 and July 2, 2023:


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Foreign exchange gain (loss)	$	5,297	$	(4,259)	$	14,190	$	(14,290)
Interest benefit	4,280		5,180		8,000		10,288

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Balance sheet presentation

The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
	Fair Value
Asset derivatives:
Designated foreign currency forward contracts	$	1,539	$	1,629
Non-designated foreign currency forward contracts	206		937
Cross-currency interest rate swaps	16,409		16,883
Prepaid expenses and other current assets	18,154		19,449
Cross-currency interest rate swaps	1,151		—
Other assets	1,151		—
Total asset derivatives	$	19,305	$	19,449
Liability derivatives:
Designated foreign currency forward contracts	$	3,024	$	1,866
Non-designated foreign currency forward contracts	320		1,340
Other current liabilities	3,344		3,206
Cross-currency interest rate swaps	24,637		32,097
Other liabilities	24,637		32,097
Total liability derivatives	$	27,981	$	35,303

See Note 10 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from AOCI to expense (income), net of tax. There was no ineffectiveness related to our cash flow hedges during the three and six months ended June 30, 2024 and July 2, 2023.

Trade receivables

The allowance for credit losses as of June 30, 2024 and December 31, 2023 was $9.1 million and $9.5 million, respectively. The current portion of the allowance for credit losses, which was $5.4 million and $5.5 million as of June 30, 2024 and December 31, 2023, respectively, was recognized as a reduction of accounts receivable, net.

Note 9 — Fair value measurement

The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:


	Total carrying value at June 30, 2024		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	559	$	559	$	—	$	—
Derivative assets	19,305		—		19,305		—
Derivative liabilities	27,981		—		27,981		—
Contingent consideration liabilities	45,216		—		—		45,216

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Total carrying value at December 31, 2023		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	5,306	$	5,306	$	—	$	—
Derivative assets	19,449		—		19,449		—
Derivative liabilities	35,303		—		35,303		—
Contingent consideration liabilities	39,486		—		—		39,486

Valuation Techniques

Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to satisfy benefit obligations under our benefit plans and other arrangements. The investment assets of the trust are valued using quoted market prices.

Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts and cross-currency interest rate swap agreements. We use foreign currency forward contracts and cross-currency interest rate swap agreements to manage foreign currency transaction exposure as well as exposure to foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency forwards and cross-currency swap agreements by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties.

Our financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to our acquisitions.

Contingent consideration

Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are remeasured to fair value each reporting period using assumptions including revenue growth rates (based on internal operational budgets and long-range strategic plans), revenue volatility, discount rates, probability of payment and projected payment dates.

We determine the fair value of certain contingent consideration liabilities using a Monte Carlo simulation (which involves a simulation of future revenues during the earn-out period using management's best estimates) or discounted cash flow analysis. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect.

The table below provides additional information regarding the valuation technique and inputs used in determining the fair value of our significant contingent consideration liabilities.

Contingent Consideration Liability

Valuation Technique

Unobservable Input

Range (Weighted average)

Revenue-based

Monte Carlo simulation

Revenue volatility

19.1% - 30.4% (20.8%)

Risk free rate

Cost of debt structure

Projected year of payment

2025 - 2026

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table provides information regarding changes in our contingent consideration liabilities for the six months ended June 30, 2024:



	Contingent consideration
Balance – December 31, 2023	$	39,486
Payments	(122)
Revaluations	5,852

Balance – June 30, 2024	$	45,216

Note 10 — Shareholders' equity

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased to include dilutive securities. The following table provides a reconciliation of basic to diluted weighted average number of common shares outstanding:


	Three Months Ended		Six Months Ended
	June 30, 2024	July 2, 2023	June 30, 2024	July 2, 2023
Basic	47,151	46,981	47,130	46,965
Dilutive effect of share-based awards	210	348	248	342

Diluted	47,361	47,329	47,378	47,307

The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 0.9 million for the three and six months ended June 30, 2024 and 0.7 million for the three and six months ended July 2, 2023.

On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time. On August 2, 2024, we entered into an accelerated share repurchase agreement for $200 million of our common stock.

The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2024 and July 2, 2023:


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2023	$	1,396	$	(88,049)	$	(227,752)	$	(314,405)
Other comprehensive income (loss) before reclassifications	(780)		8,735		(50,901)		(42,946)
Amounts reclassified from accumulated other comprehensive (loss) income	(2,095)		80,241		—		78,146
Net current-period other comprehensive income (loss)	(2,875)		88,976		(50,901)		35,200

Balance as of June 30, 2024	$	(1,479)	$	927	$	(278,653)	$	(279,205)

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2022	$	4,931	$	(135,799)	$	(272,654)	$	(403,522)
Other comprehensive income (loss) before reclassifications	8,056		(388)		16,049		23,717
Amounts reclassified from accumulated other comprehensive income	(4,855)		2,796		—		(2,059)
Net current-period other comprehensive income	3,201		2,408		16,049		21,658

Balance as of July 2, 2023	$	8,132	$	(133,391)	$	(256,605)	$	(381,864)

The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss) income into (income) expense, net of tax, for the three and six months ended June 30, 2024 and July 2, 2023:


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
(Gains) Loss on foreign exchange contracts:
Cost of goods sold	$	(347)	$	(2,181)	$	(2,109)	$	(5,235)
Total before tax	(347)		(2,181)		(2,109)		(5,235)
Taxes	31		178		14		380
Net of tax	(316)		(2,003)		(2,095)		(4,855)
Pension and other postretirement benefit items (1):
Actuarial losses	9		2,069		1,210		4,135
Prior-service costs	(491)		(252)		(983)		(504)
Settlements	—		—		138,139		—
Total before tax	(482)		1,817		138,366		3,631
Tax benefit	107		(418)		(58,125)		(835)
Net of tax	(375)		1,399		80,241		2,796
Total reclassifications, net of tax	$	(691)	$	(604)	$	78,146	$	(2,059)

(1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans.

Note 11 — Taxes on income from continuing operations

Three Months Ended

Six Months Ended

June 30, 2024

July 2, 2023

June 30, 2024

July 2, 2023

Effective income tax rate (1)

17.8%

12.2%

(33.8)%

15.9%

(1) The effective income tax rate for the three months ended June 30, 2024 and the three and six months ended July 2, 2023 represent income tax expenses. The effective income tax rate for the six months ended June 30, 2024 represents an income tax benefit.

The effective income tax rates for the three and six months ended June 30, 2024 were 17.8% and (33.8)%, respectively. The effective income tax rate for the six months ended June 30, 2024 reflects a tax benefit associated with a pension charge recognized in connection with the termination of the TRIP. The effective income tax rates for the three and six months ended July 2, 2023 reflect the tax impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our contingent consideration liabilities. Additionally, the effective tax rates for the three and six months ended July 2, 2023 reflect a net-tax benefit related to share-based compensation. The effective income tax rates for all periods reflect a tax benefit from research and development tax credits.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 12 — Pension and other postretirement benefits

We have a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S. employees. The defined benefit pension plans are noncontributory. The benefits under these plans are based primarily on years of service and employees’ pay near retirement. Our funding policy for U.S. plans is to contribute annually, at a minimum, amounts required by applicable laws and regulations. Obligations under non-U.S. plans are systematically provided for by depositing funds with trustees or by book reserves. As of March 31, 2024, no further benefits are being accrued under the U.S. defined benefit pension plans and the other postretirement benefit plans, other than certain postretirement benefit plans covering employees subject to a collective bargaining agreement.

In 2023, we began the execution of a plan to terminate the Teleflex Incorporated Retirement Income Plan (the “TRIP”), a U.S. defined benefit pension plan. The TRIP is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, must be terminated in accordance with the requirements of ERISA and the process governed by the Pension Benefit Guaranty Corporation (the “PBGC”). The termination date of the TRIP was August 1, 2023, which is the date upon which the timing of the requirements for the formal termination process is based. On September 8, 2023, we filed the required notice regarding the TRIP termination with the PBGC. The termination process requires that all TRIP benefits be distributed to participants, beneficiaries and alternate payees or transferred to a group annuity contract or the PBGC. In December of 2023, we made payments to eligible participants, beneficiaries and alternate payees who elected the one-time lump sum distribution option offered in connection with the TRIP termination, resulting in the recognition of a pre-tax settlement charge of $45.2 million during the fourth quarter of 2023.

During the first quarter of 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of a pre-tax settlement charge of $138.1 million during the six months ended June 30, 2024. The participants, beneficiaries, and alternate payees whose benefits were transferred to the group annuity contract will each receive from such group annuity contract the full value of their benefit that accrued under the TRIP. The assets in the Teleflex Retirement Income Plan Trust exceed the estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus plan assets”). As of June 30, 2024, the surplus plan assets were $37.7 million, which is included in Other Assets on the condensed consolidated balance sheet.

In connection with the termination of the TRIP, we transferred $34.2 million of the surplus assets in July 2024 to a suspense account within the Teleflex 401(k) Savings Plan, a qualified defined contribution plan. We plan to use the transferred surplus plan assets to fund employer contributions to participants in the Teleflex 401(k) Savings Plan over the next several years.

The following table provides information regarding the components of the net benefit (income) expense of the pension and postretirement benefit plans for the three and six months ended June 30, 2024 and July 2, 2023:


	Three Months Ended


	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
	Pension				Other Benefits
Service cost	$	62	$	360	$	—	$	—
Interest cost	271		4,344		110		187
Expected return on plan assets	(128)		(6,315)		—		—
Net amortization and deferral	164		2,156		(645)		(339)
Net benefit expense (income)	$	369	$	545	$	(535)	$	(152)

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)



	Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
	Pension				Other Benefits

Service cost	$	663	$	720	$	—	$	—
Interest cost	2,389		8,694		219		373
Expected return on plan assets	(2,329)		(12,625)		—		—
Net amortization and deferral	1,518		4,310		(1,290)		(678)
Settlements	138,139		—		—		—

Net benefit expense (income)	$	140,380	$	1,099	$	(1,071)	$	(305)

The components of net benefit expense (income) other than settlements are primarily included in selling, general and administrative expenses within the condensed consolidated statements of income.

Note 13 — Commitments and contingent liabilities

Environmental: We are subject to contingencies as a result of environmental laws and regulations that in the future may require us to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by us or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act and similar state laws. These laws require us to undertake certain investigative and remedial activities at sites where we conduct or once conducted operations or at sites where Company-generated waste was disposed.

Remediation activities vary substantially in duration and cost from site to site. The nature of these activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At June 30, 2024, we have recorded $3.0 million and $1.8 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of June 30, 2024. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10-15 years.

Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, intellectual property, employment, environmental and other matters. As of June 30, 2024, we have recorded accrued liabilities of $0.4 million in connection with such contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters.

Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.

Other: In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a ruling upholding the law as constitutional. As a consequence of this ruling, we recognized a $15.8 million increase to our reserve (and corresponding reduction to revenue for the three and six months ended June 30, 2024), of which $13.8 million pertained to prior years. As a result, our reserve as of June 30, 2024 was $32.0 million. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants with regard to the enforceability of the payback law.

On April 4, 2023, one of our Mexican subsidiaries received a notification from the Mexican Federal Tax Administration Service (“SAT”) setting forth its preliminary findings with respect to a foreign trade operations audit carried out by SAT for the period from July 1, 2017 to June 6, 2019. The preliminary findings stated that our Mexican subsidiary did not evidence the export of goods temporarily imported under Mexico’s Manufacturing, Maquila and Export Services Industries Program (“IMMEX Program”), therefore triggering the potential obligation for payment of import duties, value added tax, customs processing fees and other fines and penalties. In response to the notification, our Mexican subsidiary requested that the matter be referred to the Procuraduría de la Defensa del Contribuyente, or “PRODECON,” (local tax ombudsperson) to help facilitate the process. In June 2023, we provided SAT with the appropriate documentation evidencing the export of the goods in accordance with the requirements of the IMMEX Program. During the second quarter of 2024, SAT concluded its examination of the export documentation resulting in no material assessment and the matter has been closed.

As part of our acquisition of Palette, we identified certain foreign tax liabilities that had not been properly recognized and paid by Palette prior to our acquisition. As part of our acquisition accounting, we have established a liability of $3.5 million, representing our best estimate of the outstanding tax liabilities including interest as of June 30, 2024. In February 2024, we requested the relevant foreign tax authority to re-assess Palette’s previously filed tax returns for the related periods. If the tax authority disagrees with the basis for our request for reassessment of the previously filed returns and we are unsuccessful in defending our position, we may be required to pay an amount in excess of our current established liability, which could be material.

Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of June 30, 2024, the most significant tax examination in process was in Germany. We may establish reserves with respect to our uncertain tax positions, after we adjust the reserves to address developments with respect to our uncertain tax positions, including developments in these tax examinations. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.

Note 14 — Segment information

The following tables present our segment results for the three and six months ended June 30, 2024 and July 2, 2023:


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Americas	$	426,807	$	424,644	$	833,093	$	836,508
EMEA	147,064		147,809		306,720		291,149
Asia	86,995		86,678		171,205		165,409
OEM	88,825		84,128		176,522		161,125
Net revenues	$	749,691	$	743,259	$	1,487,540	$	1,454,191

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Americas	$	90,665	$	116,303	$	178,654	$	214,921
EMEA	13,122		13,097		39,224		25,868
Asia	17,326		23,148		34,521		44,148
OEM	26,133		23,779		49,250		43,816
Total segment operating profit (1)	147,246		176,327		301,649		328,753
Unallocated expenses (2)	(30,368)		(32,766)		(189,564)		(70,218)
Income from continuing operations before interest and taxes	$	116,878	$	143,561	$	112,085	$	258,535

(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.

(2)Unallocated expenses primarily include manufacturing variances other than fixed manufacturing cost absorption variances, restructuring and impairment charges and settlement charges related to our plan to terminate the TRIP, as described in Note 12.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Teleflex Incorporated (“we,” “us,” “our" and “Teleflex”) is a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.

We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may identify opportunities to divest businesses and product lines that do not meet our objectives. In addition, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further improve our cost structure and enhance our competitive position. We also may continue to explore opportunities to expand the size of our business and improve operating margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, particularly in Asia, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors or through new distributors). Distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel.

Pension termination

In 2023, we began the execution of a plan to terminate the Teleflex Incorporated Retirement Income Plan (the “TRIP”), a U.S. defined benefit pension plan. The TRIP is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, must be terminated in accordance with the requirements of ERISA and the process governed by the Pension Benefit Guaranty Corporation (the “PBGC”). The termination date of the TRIP was August 1, 2023, which is the date upon which the timing of the requirements for the formal termination process is based. On September 8, 2023, we filed the required notice regarding the TRIP termination with the PBGC. The termination process requires that all TRIP benefits be distributed to participants, beneficiaries and alternate payees or transferred to a group annuity contract or the PBGC. In December of 2023, we made payments to eligible participants, beneficiaries and alternate payees who elected the one-time lump sum distribution option offered in connection with the TRIP termination, resulting in the recognition of a non-cash pre-tax settlement charge of $45.2 million during the fourth quarter of 2023.

During the first quarter of 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of a non-cash pre-tax settlement charge of $138.1 million during the six months ended June 30, 2024. The participants, beneficiaries, and alternate payees whose benefits were transferred to the group annuity contract will each receive from such group annuity contract the full value of their benefit that accrued under the TRIP. The assets in the Teleflex Retirement Income Plan Trust exceed the estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus plan assets”). As of June 30, 2024, the surplus plan assets were $37.7 million, which is included in Other Assets on the condensed consolidated balance sheet.

In connection with the termination of the TRIP, we transferred $34.2 million of the surplus assets in July 2024 to a suspense account within the Teleflex 401(k) Savings Plan, a qualified defined contribution plan. We plan to use the transferred surplus assets to fund employer contributions to participants in the Teleflex 401(k) Savings Plan over the next several years.

Goodwill

the adverse impact of persistent end-market challenges within the U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income and the market approaches, which determined that the fair value of the reporting unit exceeded the carrying value. The more significant judgments and assumptions in determining the fair value included the amount and timing of expected future cash flows, the expected long-term growth rates and the discount rate used to estimate the present value of the future cash flows. Our assessment indicates that the Interventional Urology North America reporting unit is susceptible to future impairment charges if future revenue is lower than our current expectations, in particular with respect to the adverse impacts stemming from end market conditions related to UroLift, as well as from continuing negative impacts from macroeconomic factors, including increased inflation and higher interest rates. The carrying value of goodwill allocated to the Interventional Urology North America reporting unit as of June 30, 2024 was $645.9 million.

Italian payback measure

In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a ruling upholding the law as constitutional. As a consequence of this ruling, we recognized a $15.8 million increase to our reserve (and corresponding reduction to revenue for the three and six months ended June 30, 2024), of which $13.8 million pertained to prior years. As a result, our reserve as of June 30, 2024 was $32.0 million. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants with regard to the enforceability of the payback law.

Results of Operations

As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.

Certain financial information is presented on a rounded basis, which may cause minor differences.

Net revenues


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Net revenues	$	749.7	$	743.3	$	1,487.5	$	1,454.2

Net revenues for the three months ended June 30, 2024 increased $6.4 million, or 0.9%, compared to the prior year period, primarily due to price increases and an increase in sales of new products, partially offset by the unfavorable impact from a $15.8 million increase in our reserves related to the Italian payback measure.

Net revenues for the six months ended June 30, 2024 increased $33.3 million, or 2.3%, compared to the prior year period, primarily due to price increases, an increase in sales of new products, and an increase in sales volumes of existing products. The increases in net revenues were partially offset by the unfavorable impact from a $15.8 million increase in our reserves related to the Italian payback measure and, to a lesser extent, a decrease from the net impact of acquired and divested businesses.

Gross profit


	Three Months Ended						Six Months Ended
	June 30, 2024			July 2, 2023			June 30, 2024			July 2, 2023
Gross profit	$	416.5		$	407.8		$	832.6		$	799.2
Percentage of sales	55.6		%	54.9		%	56.0		%	55.0		%

Gross margin for the three months ended June 30, 2024 increased 70 basis points, or 1.3%, compared to the prior year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, price increases, the benefits from cost improvement initiatives and a decrease in costs associated with product recalls and quality issues. The increases in gross margin were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure and continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials.

Gross margin for the six months ended June 30, 2024 increased 100 basis points, or 1.8%, compared to the prior year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, price increases and the benefits from cost improvement initiatives. The increases in gross margin were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure, continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials and unfavorable fluctuations in foreign currency exchange rates.

Selling, general and administrative


	Three Months Ended						Six Months Ended
	June 30, 2024			July 2, 2023			June 30, 2024			July 2, 2023
Selling, general and administrative	$	250.6		$	223.3		$	493.5		$	456.0
Percentage of sales	33.4		%	30.0		%	33.2		%	31.4		%

Selling, general and administrative expenses for the three months ended June 30, 2024 increased $27.3 million compared to the prior year period, primarily due to an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities, higher operating expenses incurred by the acquired Palette business and higher performance related employee-benefit expenses.

Selling, general and administrative expenses for the six months ended June 30, 2024 increased $37.5 million compared to the prior year period, primarily due to higher operating expenses incurred by the acquired Palette business, an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities, higher performance related employee-benefit expenses and, to a lesser extent, an increase in legal expenses primarily related to higher litigation costs.

Research and development


	Three Months Ended						Six Months Ended
	June 30, 2024			July 2, 2023			June 30, 2024			July 2, 2023
Research and development	$	41.1		$	39.4		$	78.4		$	80.9
Percentage of sales	5.5		%	5.3		%	5.3		%	5.6		%

The increase in research and development expenses for the three months ended June 30, 2024 compared to the prior year period was primarily attributable to higher project spend within certain of our product portfolios and expenses incurred by the acquired Palette business, partially offset by lower European Union Medical Device Regulation related costs.

The decrease in research and development expenses for the six months ended June 30, 2024 compared to the prior year period was primarily attributable to lower European Union Medical Device Regulation related costs, partially offset by higher project spend within certain of our product portfolios and expenses incurred by the acquired Palette business.

Pension Settlement Charge


	Three Months Ended			Six Months Ended
		June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Pension settlement charge		$	—	$	—	$	138.1	$	—

For the six months ended June 30, 2024, we recognized a settlement charge of $138.1 million related to our plan to terminate the TRIP resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan.

Restructuring and impairment charges


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Restructuring and impairment charges	$	7.9	$	1.5	$	10.5	$	3.7

Restructuring and impairment charges for the three and six months ended June 30, 2024 primarily consisted of termination benefits related to the 2024 Footprint realignment plan (defined below). Moreover, restructuring and impairment charges for the six months ended June 30, 2024 reflect a $2.1 million impairment charge related to a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.

2024 Footprint realignment plan

We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2024 Footprint realignment plan of $37 million to $46 million. Of these, it is anticipated that $18 million to $22 million will be incurred in 2024, with the majority of the remaining balance expected to be incurred before the end of 2025. We estimate that $31 million to $38 million of the total charges will result in cash outlays, of which we expect $7 million to $8 million to be disbursed in 2024 and the majority to be disbursed before the end of 2026. Furthermore, we expect to incur $13 million to $16 million in aggregate capital expenditures under the plan, of which $6 million to $8 million is expected to be incurred during 2024. The majority of capital expenditures are expected to be incurred by the end of 2025.

We expect to begin realizing plan-related savings in 2024 and expect to achieve annual pre-tax savings of $12 million to $14 million once the plan is fully implemented. The impact of product rationalization efforts will partially offset the annual pre-tax savings generated by the plan, with the impact beginning in 2024.

2023 Footprint realignment plan

In September 2023, we initiated a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions (the "2023 Footprint realignment plan"). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $11 million to $15 million. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.

2023 Restructuring plan

For additional information regarding our restructuring plans, refer to Note 5 within the condensed consolidated financial statements included in this report.

Interest expense


	Three Months Ended						Six Months Ended
	June 30, 2024			July 2, 2023			June 30, 2024			July 2, 2023
Interest expense	$	21.2		$	17.8		$	43.9		$	36.1
Average interest rate on debt	4.5		%	4.1		%	4.6		%	4.0		%

The increase in interest expense for the three and six months ended June 30, 2024 compared to the prior year period was primarily due to a higher average interest rate resulting from increases in interest rates associated with our variable interest rate debt instruments and an increase in average debt outstanding.

Taxes on income from continuing operations


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
Effective income tax rate (1)	17.8	%	12.2	%	(33.8)	%	15.9	%

The effective income tax rate for the six months ended June 30, 2024 reflects a tax benefit associated with a pension charge recognized in connection with the termination of the TRIP. The effective income tax rates for the three and six months ended July 2, 2023 reflect the tax impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our contingent consideration liabilities. Additionally, the effective tax rates for the three and six months ended July 2, 2023 reflect a net-tax benefit related to share-based compensation. The effective income tax rates for all periods reflect a tax benefit from research and development tax credits.

Segment Financial Information


Segment net revenues
	Three Months Ended					Six Months Ended
	June 30, 2024		July 2, 2023		% Increase/(Decrease)	June 30, 2024		July 2, 2023		% Increase/ (Decrease)



Americas	$	426.8	$	424.7	0.5	$	833.1	$	836.5	(0.4)
EMEA	147.1		147.8		(0.5)	306.7		291.2		5.3
Asia	87.0		86.7		0.4	171.2		165.4		3.5
OEM	88.8		84.1		5.6	176.5		161.1		9.6

Segment net revenues	$	749.7	$	743.3	0.9	$	1,487.5	$	1,454.2	2.3

Segment operating profit
	Three Months Ended					Six Months Ended
	June 30, 2024		July 2, 2023		% Increase/(Decrease)	June 30, 2024		July 2, 2023		% Increase/ (Decrease)



Americas	$	90.7	$	116.3	(22.0)	$	178.7	$	214.9	(16.9)
EMEA	13.1		13.1		0.2	39.2		25.9		51.6
Asia	17.3		23.1		(25.2)	34.5		44.1		(21.8)
OEM	26.1		23.8		9.9	49.2		43.8		12.4

Segment operating profit (1)	$	147.2	$	176.3	(16.5)	$	301.6	$	328.7	(8.2)

(1)See Note 14 to our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest and taxes.

Comparison of the three and six months ended June 30, 2024 and July 2, 2023

Americas

Americas net revenues for the three months ended June 30, 2024 increased $2.1 million, or 0.5%, compared to the prior year period, which was primarily attributable to a $9.3 million increase in sales of new products and price increases. The increases in net revenue were partially offset by a $10.5 million decrease in sales volumes of

existing products, primarily driven by decreased sales of our UroLift product, and a $4.4 million decrease from the net impact of acquired and divested businesses.

Americas net revenues for the six months ended June 30, 2024 decreased $3.4 million, or 0.4%, compared to the prior year period, which was primarily attributable to a $25.0 million decrease in sales volumes of existing products, primarily driven by decreased sales of our UroLift product, and a $10.0 million decrease from the net impact of acquired and divested businesses. The decreases in net revenue were partially offset by price increases and an increase in sales of new products.

Americas operating profit for the three and six months ended June 30, 2024 decreased $25.6 million, or 22.0%, and $36.2 million, or 16.9%, respectively, compared to the prior year periods, which was primarily attributable to an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities and operating expenses incurred by the acquired Palette business.

EMEA

EMEA net revenues for the three months ended June 30, 2024 decreased $0.7 million, or 0.5%, compared to the prior year period, which was primarily attributable to the $15.8 million unfavorable impact from an increase in our reserves related to the Italian payback measure, partially offset by a $10.7 million increase in sales volumes of existing products and, to a lesser extent, price increases.

EMEA net revenues for the six months ended June 30, 2024 increased $15.5 million, or 5.3%, compared to the prior year period, which was primarily attributable to a $20.7 million increase in sales volumes of existing products and, to a lesser extent, price increases, partially offset by the $15.8 million unfavorable impact from an increase in our reserves related to the Italian payback measure.

EMEA operating profit for the three months ended June 30, 2024 increased 0.2% compared to the prior year period, which was primarily attributable to lower expenses related to the European Union Medical Device Regulation, partially offset by a decrease in gross profit. The decrease in gross profit was primarily attributable to the unfavorable impact from an increase in our reserves related to the Italian payback measure.

EMEA operating profit for the six months ended June 30, 2024 increased $13.3 million, or 51.6% compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales and price increases in addition to lower expenses related to the European Union Medical Device Regulation. Moreover, the increases in gross profit were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure.

Asia

Asia net revenues for the three months ended June 30, 2024 increased $0.3 million, or 0.4%, compared to the prior year period, which was primarily attributable to revenues generated by the acquisition of Palette and, to a lesser extent, price increases and sales of new products. The increases in revenue were partially offset by $3.0 million of unfavorable fluctuations in foreign currency exchange rates.

Asia net revenues for the six months ended June 30, 2024 increased $5.8 million, or 3.5%, compared to the prior year period, which was primarily attributable to a $6.3 million increase in sales volumes of existing products and revenues generated by the acquisition of Palette, partially offset by $6.1 million of unfavorable fluctuations in foreign currency exchange rates.

Asia operating profit for the three and six months ended June 30, 2024 decreased $5.8 million, or 25.2%, and $9.6 million, or 21.8%, respectively, compared to the prior year periods, which was attributable to unfavorable fluctuations in foreign currency exchange rates and an increase in sales and marketing expenses to support higher sales.

OEM

OEM net revenues for the three months ended June 30, 2024 increased $4.7 million, or 5.6%, compared to the prior year period, which was primarily attributable to a $3.5 million increase in sales volumes of existing products and price increases.

OEM net revenues for the six months ended June 30, 2024 increased $15.4 million, or 9.6%, compared to the prior year period, which was primarily attributable to a $13.0 million increase in sales volumes of existing products and price increases.

OEM operating profit for the three and six months ended June 30, 2024 increased $2.3 million, or 9.9%, and $5.4 million, or 12.4%, respectively, compared to the prior year periods, which was primarily attributable to an increase in gross profit resulting from higher sales and prices increases.

Liquidity and Capital Resources

We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.

On February 26, 2024, we executed two separate term cross-currency swap agreements set to expire on February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Each of the swap agreements had a notional principal amount of $250 million and were designated as a net investment hedge. On April 25, 2024, the cross-currency agreements executed in February 2024 were terminated in response to changes in market conditions, resulting in $0.4 million in a cash settlement payment, and we simultaneously executed two new separate term cross-currency swap agreements with the same expiration dates and notional values (together, the "2024 Cross-currency swap agreements"). The cross-currency swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.44%. The cross-currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.45%. Both of the 2024 Cross-currency swap agreements are designated as a net investment hedge and require an exchange of the notional amounts upon expiration or the earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement. As a result, we may be required to pay (or be entitled to receive) an amount equal to the difference, on the expiration or earlier termination date, between the U.S. dollar equivalent of the €466.8 million notional amount and the $500 million notional amount. The 2024 Cross-currency swap agreements entail risk that the counterparties will not fulfill their obligations under the agreements. However, we believe the risk is reduced because we have entered into separate agreements with nine different counterparties, all of which are large, well-established financial institutions. Based on the U.S. dollar to euro currency exchange rate in effect April 25, 2024, and assuming exchange rates remain constant throughout the terms of the 2024 Cross-currency swap agreements, we would realize a reduction in annual cash interest expense of $9.0 million.

Cash Flows

Net cash provided by operating activities from continuing operations was $204.5 million for the six months ended June 30, 2024 as compared to $170.6 million for the six months ended July 2, 2023. The $33.9 million increase was primarily attributable to favorable operating results, a decrease in cash outflows from inventories as we moderate our inventory levels and an increase in accounts payable and accrued expenses stemming from the increase in our reserves related to the Italian payback measure. The increases in net cash provided by operating activities were partially offset by higher tax payments.

Net cash used in investing activities from continuing operations was $55.0 million for the six months ended June 30, 2024, and primarily consisted of $73.2 million in capital expenditures, partially offset by $18.3 million in net proceeds on swaps designated as net investment hedges.

Net cash used in by financing activities from continuing operations was $128.0 million for the six months ended June 30, 2024, and primarily consisted of a $98.3 million reduction in borrowings under our Senior Credit Facility and $32.0 million in dividend payments.

Borrowings

The indentures governing our 4.625% Senior Notes due 2027 (the “2027 Notes”) and 4.25% Senior Notes due 2028 (the "2028 Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions. As of June 30, 2024, we were in compliance with these requirements.

The obligations under our senior credit agreement (the "Credit Agreement"), the 2027 Notes and 2028 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.

Summarized Financial Information – Obligor Group

The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 is as follows:


	Six Months Ended
	June 30, 2024
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)
Net revenue	$	1,025.4	$	120.4	$	905.0
Cost of goods sold	587.8		89.9		497.9
Gross profit	437.6		30.5		407.1
Income from continuing operations	41.5		155.4		(113.9)
Net income	40.9		155.4		(114.5)



	June 30, 2024						December 31, 2023 (1)
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)		Obligor Group		Intercompany		Obligor Group (excluding Intercompany)

Total current assets	$	980.9	$	175.1	$	805.8	$	929.6	$	223.7	$	705.9
Total assets	2,791.7		250.7		2,541.0		4,171.1		1,723.4		2,447.7
Total current liabilities	1,172.2		933.1		239.1		1,123.5		863.5		260.0
Total liabilities	3,493.0		1,118.0		2,375.0		7,247.2		4,736.0		2,511.2

(1)During 2024, certain existing subsidiaries were designated as Guarantor Subsidiaries and as a result, we recast the prior period comparative summarized financial information.

The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e. those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from the amounts derived from those estimates and assumptions.

In our Annual Report on Form 10-K for the year ended December 31, 2023, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.

New Accounting Standards

See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of the adoption of the guidance on our financial statements.

Forward-Looking Statements

All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks and uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; the impact of inflation and disruptions in our global supply chain on us and our suppliers (particularly sole-source suppliers and providers of sterilization services), including fluctuations in the cost and availability of resins and other raw materials, as well as certain components, used in the production or sterilization of our products, transportation constraints and delays, product shortages, energy shortages or increased energy costs, labor shortages in the United States and elsewhere, and increased operating and labor costs; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; our inability to effectively execute our restructuring programs; our inability to realize anticipated savings resulting from restructuring plans and programs; the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation; changes in Medicare, Medicaid and third party coverage and reimbursements; the impact of tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues, and international conflicts and hostilities, such as the ongoing conflicts between Russia and Ukraine and in the Middle East; public health epidemics and pandemics, such as COVID-19; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2023. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise explicitly stated by us or as required by law or regulation.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the information set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable

assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, contracts, employment and environmental matters. As of June 30, 2024 and December 31, 2023, we had accrued liabilities of $0.4 million and $0.8 million, respectively, in connection with these matters, representing our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these matters. Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

See the information set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in risk factors for the quarter ended June 30, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

As previously disclosed in the Form 8-K filed on May 9, 2024, on May 7, 2024, Liam J. Kelly, our Chairman, President and Chief Executive Officer, adopted a trading plan for the sale of shares of our common stock, which plan is intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) (a “10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended. The 10b5-1 Plan provides for the sale in the open market of up to 36,464 shares of our common stock issuable to Mr. Kelly upon the exercise of stock options, which are scheduled to expire in 2025. Sales under the 10b5-1 Plan are scheduled to take place in two tranches, with the first occurring in November 2024 and the second occurring in December 2024. Any shares that are sold under the Plan will be sold on the open market, subject to minimum price thresholds specified in the Plan. If any shares remain unsold following the scheduled sale dates because the minimum price threshold was not available, the shares may be sold thereafter through January 2025, subject to a specified minimum price threshold.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this report:


Exhibit No.		Description


22	—	List of subsidiary guarantors and guaranteed securities (incorporated by reference to Exhibit 22 to the Company's Form 10-Q filed on May 3, 2024).
31.1	—	Certification of Chief Executive Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
31.2	—	Certification of Chief Financial Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
32.1	—	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	—	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1	—	The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024 and July 2, 2023; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and July 2, 2023; (iv) the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and July 2, 2023; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2024 and July 2, 2023; and (vii) Notes to Condensed Consolidated Financial Statements.
104.1	—	The cover page of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in inline XBRL (included in Exhibit 101.1).

____________________________________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TELEFLEX INCORPORATED

By:

/s/ Liam J. Kelly

Liam J. Kelly

President and Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Thomas E. Powell

Thomas E. Powell

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Dated: August 2, 2024

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Date	Price Target	Rating	Analyst
1/27/2026	$138.00	Hold → Buy	Needham
3/4/2025	$235.00 → $140.00	Neutral → Underperform	BofA Securities
2/28/2025	$220.00 → $155.00	Outperform → Sector Perform	RBC Capital Mkts
2/28/2025		Outperform → Mkt Perform	Raymond James
2/28/2025	$255.00 → $140.00	Overweight → Neutral	Piper Sandler
2/27/2025		Mkt Outperform → Mkt Perform	Citizens JMP
7/1/2024	$205.00 → $245.00	Neutral → Overweight	Piper Sandler
12/4/2023	$261.00	Equal-Weight → Overweight	Morgan Stanley

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