tfx-20220925

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 September 25, 2022


☐			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 46,906,435 shares of common stock, par value $1.00 per share, outstanding as of October 25, 2022.

TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 25, 2022

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				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
	(Dollars and shares in thousands, except per share)
Net revenues	$	686,788	$	700,251	$	2,033,045	$	2,047,649
Cost of goods sold	312,833		312,464		924,024		917,779
Gross profit	373,955		387,787		1,109,021		1,129,870
Selling, general and administrative expenses	209,616		205,194		630,373		632,501
Research and development expenses	37,770		31,816		111,064		95,046
Restructuring and impairment charges	628		959		2,950		20,451
Gains on sale of asset and business	(6,504)		(91,157)		(6,504)		(91,157)
Income from continuing operations before interest and taxes	132,445		240,975		371,138		473,029
Interest expense	13,375		11,989		35,212		44,958
Interest income	(126)		(215)		(577)		(1,106)
Loss on extinguishment of debt	—		—		—		12,986
Income from continuing operations before taxes	119,196		229,201		336,503		416,191
Taxes on income from continuing operations	17,315		29,695		51,700		58,535
Income from continuing operations	101,881		199,506		284,803		357,656
Operating income (loss) from discontinued operations	19		(423)		(329)		(470)
Tax expense (benefit) on operating loss from discontinued operations	5		(98)		(76)		(109)
Income (loss) from discontinued operations	14		(325)		(253)		(361)
Net income	$	101,895	$	199,181	$	284,550	$	357,295
Earnings per share:
Basic:
Income from continuing operations	$	2.17	$	4.26	$	6.07	$	7.66
Loss from discontinued operations	—		—		—		(0.02)
Net income	$	2.17	$	4.26	$	6.07	$	7.64
Diluted:
Income from continuing operations	$	2.16	$	4.20	$	6.02	$	7.54
Loss from discontinued operations	—		—		(0.01)		(0.01)
Net income	$	2.16	$	4.20	$	6.01	$	7.53
Weighted average common shares outstanding
Basic	46,906		46,810		46,894		46,749
Diluted	47,263		47,452		47,337		47,431

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				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
	(Dollars in thousands)
Net income	$	101,895	$	199,181	$	284,550	$	357,295
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax of $(12,477), $(1,464), $(20,300), and $(1,060) for the three and nine months periods, respectively	(55,194)		(15,312)		(123,576)		(33,307)
Pension and other postretirement benefit plans adjustment, net of tax of $(716), $(522), $(1,862), and $(1,425) for the three and nine months periods, respectively	2,195		1,668		5,807		4,577
Derivatives qualifying as hedges, net of tax of $(196), $(117), $(330), and $(45) for the three and nine months periods, respectively	2,502		662		5,536		1,086
Other comprehensive loss, net of tax:	(50,497)		(12,982)		(112,233)		(27,644)
Comprehensive income	$	51,398	$	186,199	$	172,317	$	329,651

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 25, 2022		December 31, 2021
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	397,259	$	445,084
Accounts receivable, net	391,251		383,569
Inventories	530,088		477,643
Prepaid expenses and other current assets	113,916		117,277
Prepaid taxes	26,868		5,545

Total current assets	1,459,382		1,429,118
Property, plant and equipment, net	422,355		443,758
Operating lease assets	112,047		129,653
Goodwill	2,415,297		2,504,202
Intangible assets, net	2,176,259		2,289,067
Deferred tax assets	5,762		6,820
Other assets	166,985		69,104

Total assets	$	6,758,087	$	6,871,722
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	114,375	$	110,000
Accounts payable	121,508		118,236
Accrued expenses	140,862		163,441

Payroll and benefit-related liabilities	121,596		143,657
Accrued interest	15,875		5,209
Income taxes payable	41,320		83,943
Other current liabilities	55,407		55,633

Total current liabilities	610,943		680,119
Long-term borrowings	1,593,504		1,740,102
Deferred tax liabilities	387,333		370,124
Pension and postretirement benefit liabilities	40,345		45,185
Noncurrent liability for uncertain tax positions	9,007		8,646

Noncurrent operating lease liabilities	99,606		116,033
Other liabilities	122,188		156,765
Total liabilities	2,862,926		3,116,974
Commitments and contingencies
Total shareholders' equity	3,895,161		3,754,748
Total liabilities and shareholders' equity	$	6,758,087	$	6,871,722

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

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	September 25, 2022		September 26, 2021
	(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income	$	284,550	$	357,295
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations	253		361
Depreciation expense	49,076		53,846
Intangible asset amortization expense	121,904		124,832
Deferred financing costs and debt discount amortization expense	3,150		3,438

Loss on extinguishment of debt	—		12,986
Fair value step up of acquired inventory sold	—		3,993
Changes in contingent consideration	237		12,728
Assets impairment charges	1,497		6,739
Stock-based compensation	19,804		17,065
Gain on sale of business	(6,504)		(91,157)
Deferred income taxes, net	63		(67)
Payments for contingent consideration	(2,983)		(170)
Interest benefit on swaps designated as net investment hedges	(15,677)		(13,882)
Other	(3,953)		(26,113)
Changes in assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	(36,402)		(13,829)
Inventories	(85,293)		(10,951)
Prepaid expenses and other assets	21,298		(31,223)
Accounts payable, accrued expenses and other liabilities	(26,726)		84,179
Income taxes receivable and payable, net	(79,879)		(39,610)
Net cash provided by operating activities from continuing operations	244,415		450,460
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(52,648)		(52,090)
Proceeds from sale of business and assets	12,434		225,900
Payments for businesses and intangibles acquired, net of cash acquired	(27,308)		(4,254)

Net interest proceeds on swaps designated as net investment hedges	10,314		9,288
Proceeds from sales of investments	7,300		7,300
Purchase of investments	(7,300)		(18,418)
Net cash (used in) provided by investing activities from continuing operations	(57,208)		167,726
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	—		400,000
Reduction in borrowings	(144,250)		(834,000)
Debt extinguishment, issuance and amendment fees	—		(9,774)
Net (payments) proceeds from share based compensation plans and related tax impacts	(4,398)		11,366
Payments for contingent consideration	(3,885)		(31,388)
Dividends paid	(47,840)		(47,716)
Proceeds from sale of treasury stock	—		11,097
Net cash used in financing activities from continuing operations	(200,373)		(500,415)
Cash flows from discontinued operations:
Net cash used in operating activities	(482)		(519)
Net cash used in discontinued operations	(482)		(519)
Effect of exchange rate changes on cash and cash equivalents	(34,177)		(11,965)
Net (decrease) increase in cash and cash equivalents	(47,825)		105,287
Cash and cash equivalents at the beginning of the period	445,084		375,880
Cash and cash equivalents at the end of the period	$	397,259	$	481,167

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, 2021	47,929	$	47,929	$	693,090	$	3,517,954	$	(346,959)	1,069	$	(157,266)	$	3,754,748

Net income						77,141							77,141
Cash dividends ($0.34 per share)						(15,946)							(15,946)
Other comprehensive loss								(21,286)					(21,286)
Shares issued under compensation plans	5	5		(950)						(27)	894		(51)
Deferred compensation	—	—		100						(5)	828		928
Balance at March 27, 2022	47,934	47,934		692,240		3,579,149		(368,245)		1,037	(155,544)		3,795,534
Net income						105,514							105,514
Cash dividends ($0.34 per share)						(15,946)							(15,946)
Other comprehensive loss								(40,450)					(40,450)
Shares issued under compensation plans	6	6		7,918						(2)	151		8,075
Deferred compensation	—	—		(2)						—	5		3
Balance at June 26, 2022	47,940	47,940		700,156		3,668,717		(408,695)		1,035	(155,388)		3,852,730
Net income						101,895							101,895
Cash dividends ($0.34 per share)						(15,948)							(15,948)
Other comprehensive loss								(50,497)					(50,497)
Shares issued under compensation plans	1	1		6,904						(1)	76		6,981

Balance at September 25, 2022	47,941	$	47,941	$	707,060	$	3,754,664	$	(459,192)	1,034	$	(155,312)	$	3,895,161


	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, 2020	47,812	$	47,812	$	652,305	$	3,096,228	$	(297,298)	1,132	$	(162,590)	$	3,336,457

Net income						74,866							74,866
Cash dividends ($0.34 per share)						(15,893)							(15,893)
Other comprehensive loss								(22,437)					(22,437)
Shares issued under compensation plans	18	18		1,993						(28)	99		2,110
Deferred compensation	—	—		447						(4)	241		688
Balance at March 28, 2021	47,830	47,830		654,745		3,155,201		(319,735)		1,100	(162,250)		3,375,791
Net income						83,248							83,248
Cash dividends ($0.34 per share)						(15,900)							(15,900)
Other comprehensive income								7,775					7,775
Shares issued under compensation plans	52	52		15,132						(1)	16		15,200
Deferred compensation	—	—		—						—	(12)		(12)
Balance as of June 27, 2021	47,882	47,882		669,877		3,222,549		(311,960)		1,099	(162,246)		3,466,102
Net income						199,181							199,181
Cash dividends ($0.34 per share)						(15,923)							(15,923)
Other comprehensive loss								(12,982)					(12,982)
Shares issued under compensation plans	33	33		10,374						—	(10)		10,397
Deferred compensation	—	—		6,349						(28)	4,748		11,097
Balance at September 26, 2021	47,915	$	47,915	$	686,600	$	3,405,807	$	(324,942)	1,071	$	(157,508)	$	3,657,872

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, 2021.

Note 2 — Recently issued accounting standards

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 believe the new guidance will not have a material impact on the consolidated results of operations, cash flows or financial position.

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 88%, 10% and 2% of consolidated net revenues, respectively, for the nine months ended September 25, 2022. 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.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table disaggregates revenue by global product category for the three and nine months ended September 25, 2022 and September 26, 2021.


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Vascular access	$	167,147	$	175,476	$	497,188	$	507,188
Anesthesia	97,608		97,074		289,260		277,357
Interventional	108,738		104,304		319,939		312,559
Surgical	93,124		92,831		282,468		271,402
Interventional urology	78,969		83,107		233,682		248,714
OEM	71,288		64,083		198,947		178,528
Other (1)	69,914		83,376		211,561		251,901
Net revenues (2)	$	686,788	$	700,251	$	2,033,045	$	2,047,649

(1)Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products). Certain product lines within the respiratory product category were sold during 2021. See Note 4 for additional information related to the Respiratory business divestiture.

(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 include net revenues from each of the non-OEM product categories listed above.

Note 4 — Acquisitions and Divestiture

On September 27, 2022, the second day of the fourth quarter, we completed the acquisition of Standard Bariatrics, Inc. (“Standard Bariatrics”), a privately-held medical device company that commercialized a powered stapling technology for bariatric surgery that will complement our surgical product portfolio. Under the terms of the agreement, we acquired Standard Bariatrics for an upfront cash payment of $170 million, with additional consideration of up to $130 million payable upon the achievement of certain commercial milestones. The milestone payments are based on net sales growth over the three-year period following the closing of the transaction. The acquisition was financed using borrowings under the Company's revolving credit facility and cash on hand.

Asset acquisition

On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8 million with the potential to make additional payments up to $26.2 million if certain commercial and revenue goals are met. The acquisition, which is expected to complement our interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.

Divestiture

On May 15, 2021, we entered into a definitive agreement to sell certain product lines within our global respiratory product portfolio (the "Divested respiratory business") to Medline Industries, Inc. (“Medline”) for consideration of $286.0 million, reduced by $12 million in working capital not transferring to Medline, which is subject to customary post close adjustments (the "Respiratory business divestiture"). In connection with the Respiratory business divestiture, we also entered into several ancillary agreements with Medline to help facilitate the transfer of the business, which provide for transition support, quality, supply and manufacturing services, including a manufacturing and supply transition agreement (the "MSTA").

On June 28, 2021, the first day of the third quarter of 2021, we completed the initial phase of the Respiratory business divestiture, pursuant to which we received cash proceeds of $259 million. The second phase of the Respiratory business divestiture will occur once we transfer certain additional manufacturing assets to Medline and is expected to occur prior to the end of 2023. We plan to recognize the remaining consideration, and any gain on sale resulting from the completion of the second phase of the divestiture, when it becomes realizable.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Net revenues attributable to our divested respiratory business recognized prior to the Respiratory business divestiture were included within each of our geographic segments and were $60.7 million for the nine months ended September 26, 2021, none of which occurred in the three months then ended. Net revenues attributed to services provided to Medline in accordance with the MSTA, which are presented within our Americas reporting segment, were $19.1 million and $60.5 million for the three and nine months ended September 25, 2022, respectively and $27.9 million for the three and nine months ended September 27, 2021.

Note 5 — Restructuring and impairment charges

We have ongoing restructuring initiatives consisting of a plan, initiated in connection with the Respiratory business divestiture described in Note 4, designed to separate the manufacturing operations to be transferred to Medline from those that will remain with Teleflex (the “Respiratory divestiture plan”), and plans related to the relocation of manufacturing operations to existing lower-cost locations and related workforce reductions (referred to as the 2019 and 2018 Footprint realignment plans). The following tables provide a summary of our cost estimates and other information associated with these plans:

Respiratory divestiture plan

2019 Footprint realignment plan

2018 Footprint realignment plan

Plan expense estimates:

(Dollars in millions)

Termination benefits

$5 to $8

$12 to $13

$60 to $63

Other costs (1)

— to —

2 to 2

4 to 4

Restructuring charges

5 to 8

14 to 15

64 to 67

Restructuring related charges (2)

19 to 22

42 to 45

44 to 49

Total restructuring and restructuring related charges

$24 to $30

$56 to $60

$108 to $116

Other plan estimates:

Expected cash outlays

$24 to $30

$48 to $52

$95 to $100

Expected capital expenditures

$22 to $28

$32 to $34

$16 to $17

Other plan information:

Period initiated

May 2021

February 2019

May 2018

Estimated period of substantial completion

2023

2022

Aggregate restructuring charges

$3.1

$14.5

$63.5

Restructuring reserve:

Balance as of September 25, 2022

$2.8

$1.6

$34.5

Restructuring related charges incurred:

Three Months Ended September 25, 2022

$2.1

$1.3

$2.7

Nine Months Ended September 25, 2022

$6.5

$4.2

$8.2

Aggregate restructuring related charges

$9.8

$38.4

$35.5

(1)Includes facility closure, employee relocation, equipment relocation and outplacement costs.

(2)Restructuring related charges represent costs that are directly related to the plans and principally constitute costs to transfer manufacturing operations to the existing lower-cost locations, project management costs and accelerated depreciation. The 2018 Footprint realignment plan also includes a charge associated with our exit from the facilities that is expected to be imposed by the taxing authority in the affected jurisdiction. Excluding this tax charge, substantially all of the restructuring related charges are expected to be recognized within cost of goods sold.

In 2014, we initiated a restructuring plan involving the consolidation of operations and a related reduction in workforce at certain facilities, in addition to the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations (the "2014 Footprint realignment plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Restructuring and impairment charges recognized for the three and nine months ended September 25, 2022 and September 26, 2021 consisted of the following:


Three Months Ended September 25, 2022
	Termination Benefits		Other Costs (1)		Total
Respiratory divestiture plan	$	123	$	22	$	145

2019 Footprint realignment plan	(50)		16		(34)
2018 Footprint realignment plan	203		252		455
Other restructuring programs (2)	24		38		62
Restructuring charges	$	300	$	328	$	628


Three Months Ended September 26, 2021
	Termination Benefits		Other Costs (1)		Total
Respiratory divestiture plan	$	126	$	(1)	$	125
2021 Restructuring plan	226		42		268
2019 Footprint realignment plan	9		86		95
2018 Footprint realignment plan	191		10		201
Other restructuring programs (3)	60		210		270
Restructuring charges	$	612	$	347	$	959


Nine Months Ended September 25, 2022
	Termination benefits		Other costs (1)		Total
Respiratory divestiture plan	$	358	$	67	$	425

2019 Footprint realignment plan	(1,120)		61		(1,059)
2018 Footprint realignment plan	514		547		1,061
Other restructuring plans (2)	750		276		1,026
Restructuring charges	502		951		1,453
Asset impairment charges	—		1,497		1,497
Restructuring and impairment charges	$	502	$	2,448	$	2,950


Nine Months Ended September 26, 2021
	Termination benefits		Other costs (1)		Total
Respiratory divestiture plan	$	2,666	$	—	$	2,666
2021 Restructuring plan	7,115		65		7,180
2019 Footprint realignment plan	49		282		331
2018 Footprint realignment plan	1,917		147		2,064
Other restructuring plans (3)	(110)		1,581		1,471
Restructuring charges	11,637		2,075		13,712
Asset impairment charges	—		6,739		6,739
Restructuring and impairment charges	$	11,637	$	8,814	$	20,451

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

(2) Includes activity primarily related to a restructuring plan initiated in the first quarter of 2022 that is designed to relocate manufacturing operations at certain of our facilities, the 2021 Restructuring plan and the 2014 Footprint realignment plan.

(3) Includes the 2020 Workforce reduction plan, the program initiated during third quarter of 2019 and the 2014 Footprint realignment plan.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 6 — Inventories

Inventories as of September 25, 2022 and December 31, 2021 consisted of the following:


	September 25, 2022		December 31, 2021
Raw materials	$	165,846	$	146,433
Work-in-process	92,706		81,503
Finished goods	271,536		249,707
Inventories	$	530,088	$	477,643

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 nine months ended September 25, 2022:


	Americas		EMEA		Asia		OEM		Total
December 31, 2021	$	1,676,224	$	492,149	$	223,819	$	112,010	$	2,504,202




Currency translation adjustment	51		(69,994)		(18,962)		—		(88,905)
September 25, 2022	$	1,676,275	$	422,155	$	204,857	$	112,010	$	2,415,297

The gross carrying amount of, and accumulated amortization relating to, intangible assets as of September 25, 2022 and December 31, 2021 were as follows:


	Gross Carrying Amount				Accumulated Amortization
	September 25, 2022		December 31, 2021		September 25, 2022		December 31, 2021
Customer relationships	$	1,312,787	$	1,328,611	$	(475,640)	$	(441,059)
In-process research and development	25,584		28,158		—		—
Intellectual property	1,464,558		1,440,643		(619,349)		(560,740)
Distribution rights	22,676		23,434		(20,466)		(20,630)
Trade names	532,680		549,269		(66,880)		(59,249)
Non-compete agreements	19,591		22,783		(19,282)		(22,153)
	$	3,377,876	$	3,392,898	$	(1,201,617)	$	(1,103,831)

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 nine months ended September 25, 2022, we recognized losses of $1.0 million and $4.2 million, respectively, related to non-designated foreign currency forward contracts. For the three and nine months ended September 26, 2021, we recognized losses of $2.7 million and $5.2 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 September 25, 2022 and December 31, 2021 was $161.8 million and $149.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of September 25, 2022 and December 31, 2021 was $153.4 million and $161.2 million, respectively. All open foreign currency forward contracts as of September 25, 2022 have durations of 12 months or less.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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. Under the terms of the cross-currency swap agreements, we have notionally exchanged $250 million at an annual interest rate of 4.875% for €219.2 million at an annual interest rate of 2.4595%. The swap agreements are designed as net investment hedges and expire on March 4, 2024.

During 2018, we entered into 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. Under the terms of the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.625% for €433.9 million at an annual interest rate of 1.942%. The swap agreements are designed as net investment hedges and expire on October 4, 2023.

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 nine months ended September 25, 2022 and September 26, 2021:


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Foreign exchange gains	$	42,189	$	8,873	$	68,643	$	19,360
Interest benefit	5,531		4,756		15,677		13,882

Balance sheet presentation

The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of September 25, 2022 and December 31, 2021:


	September 25, 2022		December 31, 2021
	Fair Value
Asset derivatives:
Designated foreign currency forward contracts	$	5,414	$	1,957
Non-designated foreign currency forward contracts	1,241		56
Cross-currency interest rate swaps	28,536		21,718
Prepaid expenses and other current assets	35,191		23,731
Cross-currency interest rate swaps	97,047		9,560
Other assets	97,047		9,560
Total asset derivatives	$	132,238	$	33,291
Liability derivatives:
Designated foreign currency forward contracts	$	879	$	993
Non-designated foreign currency forward contracts	988		147
Other current liabilities	1,867		1,140


Total liability derivatives	$	1,867	$	1,140

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 nine months ended September 25, 2022 and September 26, 2021.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Trade receivables

The allowance for credit losses as of September 25, 2022 and December 31, 2021 was $7.6 million and $10.8 million, respectively. The current portion of the allowance for credit losses, which was $4.2 million and $6.0 million as of September 25, 2022 and December 31, 2021, 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 September 25, 2022 and December 31, 2021:


	Total carrying value at September 25, 2022		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	8,859	$	8,859	$	—	$	—
Derivative assets	132,238		—		132,238		—
Derivative liabilities	1,867		—		1,867		—
Contingent consideration liabilities	3,183		—		—		3,183


	Total carrying value at December 31, 2021		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	19,186	$	19,186	$	—	$	—
Derivative assets	33,291		—		33,291		—
Derivative liabilities	1,140		—		1,140		—
Contingent consideration liabilities	9,814		—		—		9,814

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 forwards and cross-currency interest rate swaps 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 swaps 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 (inputs that are not observable in the market) are comprised of contingent consideration arrangements pertaining to our acquisitions.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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		Nine Months Ended
	September 25, 2022	September 26, 2021	September 25, 2022	September 26, 2021
Basic	46,906	46,810	46,894	46,749
Dilutive effect of share-based awards	357	642	443	682

Diluted	47,263	47,452	47,337	47,431

The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 0.7 million and 0.5 million for the three and nine months ended September 25, 2022, respectively, and 0.1 million for both the three and nine months ended September 26, 2021.

The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 25, 2022 and September 26, 2021:


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2021	$	1,081	$	(138,290)	$	(209,750)	$	(346,959)
Other comprehensive income (loss) before reclassifications	6,871		1,980		(123,576)		(114,725)
Amounts reclassified from accumulated other comprehensive income	(1,335)		3,827		—		2,492
Net current-period other comprehensive income (loss)	5,536		5,807		(123,576)		(112,233)

Balance as of September 25, 2022	$	6,617	$	(132,483)	$	(333,326)	$	(459,192)


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2020	$	(482)	$	(150,257)	$	(146,559)	$	(297,298)
Other comprehensive (loss) income before reclassifications	(77)		245		(33,307)		(33,139)
Amounts reclassified from accumulated other comprehensive income	1,163		4,332		—		5,495
Net current-period other comprehensive income (loss)	1,086		4,577		(33,307)		(27,644)

Balance as of September 26, 2021	$	604	$	(145,680)	$	(179,866)	$	(324,942)

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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 expense/(income), net of tax, for the three and nine months ended September 25, 2022 and September 26, 2021:


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
(Gains) Loss on foreign exchange contracts:
Cost of goods sold	$	(1,614)	$	164	$	(1,445)	$	1,143
Total before tax	(1,614)		164		(1,445)		1,143
Taxes	84		1		110		20
Net of tax	(1,530)		165		(1,335)		1,163
Amortization of pension and other postretirement benefit items (1):
Actuarial losses	1,758		2,121		5,747		6,408
Prior-service costs	(252)		(251)		(756)		(753)

Total before tax	1,506		1,870		4,991		5,655
Tax benefit	(352)		(438)		(1,164)		(1,323)
Net of tax	1,154		1,432		3,827		4,332
Total reclassifications, net of tax	$	(376)	$	1,597	$	2,492	$	5,495

(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

Nine Months Ended

September 25, 2022

September 26, 2021

September 25, 2022

September 26, 2021

Effective income tax rate

14.5%

13.0%

15.4%

14.1%

The effective income tax rates for the three and nine months ended September 25, 2022 were 14.5% and 15.4%, respectively. The effective income tax rates for the three and nine months ended September 25, 2022 include higher tax expense resulting from a U.S. law effective in 2022 requiring capitalization of certain research and development expenditures and tax expense related to non-deductible expenses associated with European Union Medical Device Regulation. The effective income tax rates for the three and nine months ended September 26, 2021 reflect tax expense associated with the Respiratory business divestiture and a significant net tax benefit related to share-based compensation whereas, the effective income tax rate for the nine months ended September 26, 2021 reflects tax benefits associated with the Z-Medica acquisition, the extinguishment of debt, and the 2021 Restructuring Plan. Additionally, the effective income tax rates for all of the periods reflect a tax benefit from research and development tax credits.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which, among other things, implemented a 15% minimum tax on book income of certain large corporations. We continue to evaluate the impact the law will have on consolidated results of operations, but it is not expected to have a material effect on the consolidated financial statements.

Note 12 — 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.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Remediation activities vary substantially in duration and cost from site to site. 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 September 25, 2022, we have recorded $2.0 million and $4.0 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 September 25, 2022. 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, product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of September 25, 2022, we have recorded accrued liabilities of $0.2 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.

In August 2022, the U.S. Department of Justice through the United States Attorney’s Office for the Northern District of Georgia (collectively, the “DOJ”) closed the previously disclosed investigation of one of our subsidiaries, NeoTract, Inc., under the civil False Claims Act, 31 U.S.C. §3729.

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: We have been subject to an investigation by Chinese authorities related to a technical error regarding our country of origin designation for certain products we imported into China. Had the error not been made, we would have been obligated to make increased tariff payments in late 2018 through the first quarter of 2021. In addition to the tariffs and related interest, the Chinese authorities may impose a penalty for the unpaid tariffs.

To date, we have remitted payment for the requested amounts of the increased tariffs and we believe this to be the final action required to close the case. However, we have not received confirmation from the Chinese authorities that the case is closed and as a result, it remains possible that they may request payment for penalties and interest in the future. We believe the range of penalties could be between 30% and 200% of the increased tariff amount or between $3 million and $20 million.

Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of September 25, 2022, the most significant tax examinations in process were in Ireland, Germany, and France. 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.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 13 — Segment information

The following tables present our segment results for the three and nine months ended September 25, 2022 and September 26, 2021:


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Americas	$	405,038	$	417,330	$	1,195,739	$	1,207,608
EMEA	128,437		143,882		410,535		442,264
Asia	82,025		74,956		227,824		219,249
OEM	71,288		64,083		198,947		178,528
Net revenues	$	686,788	$	700,251	$	2,033,045	$	2,047,649


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Americas	$	107,180	$	112,476	$	318,548	$	301,457
EMEA	7,472		19,566		29,291		65,862
Asia	22,885		27,536		61,796		65,640
OEM	18,438		14,359		47,197		42,183
Total segment operating profit (1)	155,975		173,937		456,832		475,142
Unallocated expenses (2)	(23,530)		67,038		(85,694)		(2,113)
Income from continuing operations before interest and taxes	$	132,445	$	240,975	$	371,138	$	473,029

(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. Commencing on January 1, 2022, all corporate expenses are allocated amongst the segments in proportion to the respective amounts of net revenues. The change in the measure of segment operating profit does not impact period over period comparability because the change was immaterial. For the three and nine months ended September 26, 2021, corporate expenses were allocated among the segments in proportion to the respective amounts of one of several items (such as sales, numbers of employees, and amount of time spent), depending on the category of expense involved.

(2)Unallocated expenses primarily include manufacturing variances other than fixed manufacturing cost absorption variances, restructuring and impairment charges and gain on sale of business.

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.

On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8 million with the potential to make additional payments of up to $26.2 million if certain commercial and revenue goals are met. The acquisition, which is expected to complement our interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.

Economic factors impacting our business

The COVID-19 pandemic and related measures meant to reduce the spread of the virus continue to have an impact on our financial results and global operations. Along with staffing shortages at healthcare facilities stemming from the pandemic, we have and continue to experience varying levels of reduced demand within certain of our product lines due to lower elective procedure volumes compared to pre-pandemic levels. In addition, the pandemic has also impacted our contractors, suppliers, customers and other business partners and has generally had an adverse effect on macroeconomic conditions across the globe that has contributed to increased levels of overall cost inflation. While we have not yet experienced significant disruptions in our global manufacturing operations, constraints on the supply of specific raw materials used to manufacture our products along with logistical transport challenges have and continue to impact delivery times and have resulted in an increased level of backorders.

In addition to the impact of the COVID-19 pandemic, we continue to monitor the macro-economic impacts stemming from ongoing geopolitical conflicts that have contributed to continued inflation and exchange rate volatility.

We believe that the impacts stemming from the factors discussed above will continue to have an impact on our business, particularly in the near term, and that such impact would be most significant if COVID-19 becomes more prevalent or geopolitical conflicts escalate. As a result of the dynamic nature of each of these factors, we cannot accurately predict the extent or duration of the impacts on our business.

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				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Net revenues	$	686.8	$	700.3	$	2,033.0	$	2,047.6

Net revenues for the three months ended September 25, 2022 decreased $13.5 million, or 1.9%, compared to the prior year period, primarily due to a $42.5 million decrease in sales volumes of existing products, $29.4 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales made to Medline pursuant to the MSTA. The decreases in revenue were partially offset by a $56.0 million increase in sales of new products and price increases.

Net revenues for the nine months ended September 25, 2022 decreased $14.6 million, or 0.7%, compared to the prior year period, primarily due to $66.1 million of unfavorable fluctuations in foreign currency exchange rates, a $61.6 million decrease in sales volumes of existing products, a decrease in sales volumes attributed to the Respiratory business divestiture and a decrease in sales made to Medline pursuant to the MSTA. The decreases in revenue were partially offset by a $110.0 million increase in sales of new products and price increases.

Gross profit


	Three Months Ended						Nine Months Ended
	September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021
Gross profit	$	374.0		$	387.8		$	1,109.0		$	1,129.9
Percentage of sales	54.4		%	55.4		%	54.5		%	55.2		%

Gross margin for the three months ended September 25, 2022 decreased 100 basis points, or 1.8%, compared to the prior year period, primarily due to an increase in cost inflation from macro-economic factors, specifically increased costs relating to logistics and distribution, raw material and labor, partially offset by price increases.

Gross margin for the nine months ended September 25, 2022 decreased 70 basis points, or 1.3%, compared to the prior year period, primarily due to an increase in cost inflation from macro-economic factors, specifically increased costs relating to logistics and distribution, raw material and labor, partially offset by price increases. Moreover, gross margin for the nine months ended September 26, 2021 reflected the adverse impact of the step-up in carrying value of inventory recognized in connection with the Z-Medica acquisition.

Selling, general and administrative


	Three Months Ended						Nine Months Ended
	September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021
Selling, general and administrative	$	209.6		$	205.2		$	630.4		$	632.5
Percentage of sales	30.5		%	29.3		%	31.0		%	30.9		%

Selling, general and administrative expenses for the three months ended September 25, 2022 increased $4.4 million, compared to the prior year period primarily due to higher sales expenses across certain of our product portfolios and a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, which is described in Note 12 to the condensed consolidated financial statements, partially offset by favorable fluctuations in foreign currency exchange rates and lower performance related employee-benefit expenses.

Selling, general and administrative expenses for the nine months ended September 25, 2022 decreased $2.1 million, compared to the prior year period primarily due to favorable fluctuations in foreign currency exchange rates, a decrease in contingent consideration expense and lower performance related employee-benefit expenses, partially offset by higher sales expenses across certain of our product portfolios and a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities.

Research and development


	Three Months Ended						Nine Months Ended
	September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021
Research and development	$	37.8		$	31.8		$	111.1		$	95.0
Percentage of sales	5.5		%	4.5		%	5.5		%	4.6		%

The increase in research and development expenses for the three months ended September 25, 2022 compared to the prior year period was primarily attributable to European Union Medical Device Regulation ("EU MDR") related costs and higher project spend within certain of our product portfolios.

The increase in research and development expenses for the nine months ended September 25, 2022 compared to the prior year period was primarily attributable to EU MDR related costs.

Restructuring and impairment charges


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Restructuring and impairment charges	$	0.6	$	1.0	$	3.0	$	20.5

Restructuring and impairment credits for the three months ended September 25, 2022 primarily consisted of restructuring costs related to the 2018 Footprint realignment plan.

Restructuring and impairment charges for the nine months ended September 25, 2022 primarily consisted of an impairment charge related to our decision to abandon certain assets.

Ongoing restructuring plans

We have an ongoing restructuring plan, initiated in connection with the Respiratory business divestiture, designed to separate the manufacturing operations to be transferred to Medline from those that will remain with Teleflex (the “Respiratory divestiture plan”). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the Respiratory divestiture plan of $24 million to $30 million.

We also have ongoing restructuring plans consisting of the relocation of manufacturing operations to existing lower-cost locations and related workforce reductions (referred to as the 2019 and 2018 Footprint realignment plans). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2019 and 2018 Footprint realignment plans of $56 million to $60 million and $108 million to $116 million, respectively, and expect to achieve annual pre-tax savings of $20 million to $22 million and $27 million to $30 million, respectively, once the plans are fully implemented.

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

Gains on sale of asset and business


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Gains on sale of asset and business	$	6.5	$	91.2	$	6.5	$	91.2

During the three and nine months ended September 25, 2022, we recognized a gain related to a sale of a building. During the three and nine months ended September 26, 2021, we recognized a gain related to the Respiratory business divestiture.

Interest expense


	Three Months Ended						Nine Months Ended
	September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021
Interest expense	$	13.4		$	12.0		$	35.2		$	45.0
Average interest rate on debt	3.0		%	2.0		%	2.5		%	2.3		%

The increase in interest expense for the three months ended September 25, 2022 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 partially offset by a decrease in average debt outstanding.

The decrease in interest expense for the nine months ended September 25, 2022 compared to the prior year period was primarily due to a decrease in average debt outstanding partially offset by a higher average interest rate resulting from increases in interest rates associated with our variable interest rate debt instruments.

Taxes on income from continuing operations


	Three Months Ended				Nine Months Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Effective income tax rate	14.5	%	13.0	%	15.4	%	14.1	%

The effective income tax rates for the three and nine months ended September 25, 2022 include higher tax expense resulting from a U.S. law effective in 2022 requiring capitalization of certain research and development expenditures and tax expense related to non-deductible expenses associated with European Union Medical Device Regulation. The effective income tax rates for the three and nine months ended September 26, 2021 reflect tax expense associated with the Respiratory business divestiture and a significant net tax benefit related to share-based compensation whereas, the effective income tax rate for the nine months ended September 26, 2021 reflects tax benefits associated with the Z-Medica acquisition, the extinguishment of debt, and the 2021 Restructuring Plan. Additionally, the effective income tax rates for all of the periods reflect a tax benefit from research and development tax credits.

Segment Financial Information


Segment net revenues
	Three Months Ended					Nine Months Ended
	September 25, 2022		September 26, 2021		% Increase/(Decrease)	September 25, 2022		September 26, 2021		% Increase/(Decrease)



Americas	$	405.1	$	417.3	(2.9)	$	1,195.7	$	1,207.6	(1.0)
EMEA	128.4		143.9		(10.7)	410.5		442.3		(7.2)
Asia	82.0		75.0		9.4	227.8		219.2		3.9
OEM	71.3		64.1		11.2	199.0		178.5		11.4

Segment net revenues	$	686.8	$	700.3	(1.9)	$	2,033.0	$	2,047.6	(0.7)

Segment operating profit
	Three Months Ended					Nine Months Ended
	September 25, 2022		September 26, 2021		% Increase/(Decrease)	September 25, 2022		September 26, 2021		% Increase/(Decrease)



Americas	$	107.2	$	112.5	(4.7)	$	318.5	$	301.4	5.7
EMEA	7.5		19.6		(61.8)	29.3		65.9		(55.5)
Asia	22.9		27.5		(16.9)	61.8		65.6		(5.9)
OEM	18.4		14.4		28.4	47.2		42.2		11.9

Segment operating profit (1)	$	156.0	$	174.0	(10.3)	$	456.8	$	475.1	(3.9)

(1)See Note 13 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 nine months ended September 25, 2022 and September 26, 2021

Americas

Americas net revenues for the three months ended September 25, 2022 decreased $12.2 million, or 2.9%, compared to the prior year period, which was primarily attributable to a $60.6 million decrease in sales volumes of existing products and an $8.9 million decrease in sales made to Medline pursuant to the MSTA, partially offset by a $52.5 million increase in sales of new products and price increases.

Americas net revenues for the nine months ended September 25, 2022 decreased $11.9 million, or 1.0%, compared to the prior year period, which was primarily attributable to a $122.3 million decrease in sales volumes of existing products and a decrease in sales made to Medline pursuant to the MSTA, partially offset by a $103.6 million increase in sales of new products and price increases.

Americas operating profit for the three months ended September 25, 2022 decreased $5.3 million, or 4.7%, compared to the prior year period, which was primarily attributable to a decrease in gross profit resulting from lower sales and cost inflation, partially offset by price increases. The decrease in operating profit was also due to higher sales expenses across certain of our product portfolios.

Americas operating profit for the nine months ended September 25, 2022 increased $17.1 million, or 5.7%, compared to the prior year period, which was primarily attributable to a decrease in contingent consideration expense and lower general and administrative expenses, partially offset by higher sales expenses across certain of our product portfolios.

EMEA

EMEA net revenues for the three months ended September 25, 2022 decreased $15.5 million, or 10.7%, compared to the prior year period, which was primarily attributable to $19.6 million of unfavorable fluctuations in foreign currency exchange rates, partially offset by an increase in sales volumes of existing products.

EMEA net revenues for the nine months ended September 25, 2022 decreased $31.8 million, or 7.2%, compared to the prior year period, which was primarily attributable to $45.2 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales volumes attributed to the Respiratory business divestiture, partially offset by an $18.4 million increase in sales volumes of existing products.

EMEA operating profit for the three and nine months ended September 25, 2022 decreased $12.1 million, or 61.8%, and $36.6 million, or 55.5%, respectively, compared to the prior year period, which was primarily attributable to unfavorable fluctuations in foreign currency exchange rates and an increase in EU MDR costs within research and development.

Asia

Asia net revenues for the three months ended September 25, 2022 increased $7.0 million, or 9.4%, compared to the prior year period, which was primarily attributable to a $10.5 million increase in sales volumes of existing products and sales of new products, partially offset by $6.9 million of unfavorable fluctuations in foreign currency exchange rates.

Asia net revenues for the nine months ended September 25, 2022 increased $8.6 million, or 3.9%, compared to the prior year period, which was primarily attributable to a $24.8 million increase in sales volumes of existing products, partially offset by $14.4 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales volumes attributed to the Respiratory business divestiture.

Asia operating profit for the three months ended September 25, 2022 decreased $4.6 million, or 16.9%, compared to the prior year period, which was primarily attributable to a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, which is described in Note 12 to the condensed consolidated financial statements, and unfavorable fluctuations in foreign currency exchange rates, partially offset by an increase in gross profit resulting from higher sales.

Asia operating profit for the nine months ended September 25, 2022 decreased $3.8 million, or 5.9%, compared to the prior year period, which was primarily attributable to a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, partially offset by an increase in gross profit resulting from higher sales.

OEM

OEM net revenues for the three months ended September 25, 2022 increased $7.2 million, or 11.2%, compared to the prior year period, which was primarily attributable to a $5.7 million increase in sales volumes of existing products and price increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.

OEM net revenues for the nine months ended September 25, 2022 increased $20.5 million, or 11.4%, compared to the prior year period, which was primarily attributable to a $17.6 million increase in sales volumes of existing products and price increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.

OEM operating profit for the three and nine months ended September 25, 2022 increased $4.0 million, or 28.4%, and $5.0 million, or 11.9%, respectively, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales volume, partially offset by an increase in general and administrative expenses.

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.

Cash Flows

Net cash provided by operating activities from continuing operations was $244.4 million for the nine months ended September 25, 2022 as compared to $450.5 million for the nine months ended September 26, 2021. The $206.1 million decrease was primarily attributable to unfavorable operating results, higher tax payments, higher payroll and benefit related payments and unfavorable changes in working capital driven by an increase in inventory purchases to support business growth.

Net cash used in investing activities from continuing operations was $57.2 million for the nine months ended September 25, 2022, and primarily consisted of $52.6 million of capital expenditures and $27.3 million in net payments for businesses and intangibles acquired, partially offset by $12.4 million in proceeds from the sale of business and assets and $10.3 million in net interest proceeds on swaps designated as net investment hedges.

Net cash used in financing activities from continuing operations was $200.4 million for the nine months ended September 25, 2022, and primarily consisted of $144.3 million of repayments on our senior credit facility and $47.8 million in dividend payments.

Borrowings

The indenture 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 September 25, 2022, we were in compliance with these requirements. The obligations under 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 September 25, 2022 and December 31, 2021 and for the nine months ended September 25, 2022 is as follows:


	Nine Months Ended
	September 25, 2022
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)
Net revenue	$	1,444.7	$	150.6	$	1,294.1
Cost of goods sold	828.8		168.2		660.6
Gross profit	615.9		(17.6)		633.5
Income from continuing operations	224.3		103.9		120.4
Net income	224.1		103.9		120.2



	September 25, 2022						December 31, 2021
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)		Obligor Group		Intercompany		Obligor Group (excluding Intercompany)

Total current assets	$	943.2	$	103.8	$	839.4	$	812.5	$	53.6	$	758.9
Total assets	3,206.1		1,399.0		1,807.1		3,084.4		1,419.4		1,665.0
Total current liabilities	813.5		536.4		277.1		879.7		523.6		356.1
Total liabilities	3,295.0		892.2		2,402.8		3,541.2		886.8		2,654.4

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, 2021 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 from those estimates and assumptions.

In our Annual Report on Form 10-K for the year ended December 31, 2021, 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 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 the adverse economic conditions associated with the COVID-19 global health pandemic, stay-at-home and other orders, which could cause material delays and cancellations of elective procedures, curtailed or delayed spending by customers and result in disruptions to our supply chain, closure of our facilities, delays in product launches or diversion of management and other resources to respond to the COVID-19 pandemic; the impact of global and regional economic and credit market conditions on healthcare spending; the risk that the COVID-19 pandemic disrupts local economies and causes economies to enter prolonged recessions; 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; our inability to provide products to our customers, which may be due to, among other things, events that impact key distributors, suppliers and vendors that sterilize our products; 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 plans; our inability to realize anticipated savings resulting from restructuring plans; 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; increases in raw material costs that cannot be recovered in product pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues, and international conflicts and hostilities, such as the ongoing conflict between Russia and Ukraine; difficulties in 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, 2021. 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, 2021.

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, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of September 25, 2022 and December 31, 2021, we had accrued liabilities of approximately $0.2 million 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 the outcome of any outstanding lawsuits or 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.

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, 2021. There have been no significant changes in risk factors for the quarter ended September 25, 2022.

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

Not applicable.

Item 6. Exhibits

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


Exhibit No.		Description

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 September 25, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three and nine months ended September 25, 2022 and September 26, 2021; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 25, 2022 and September 26, 2021; (iv) the Condensed Consolidated Balance Sheets as of September 25, 2022 and December 31, 2021; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 25, 2022 and September 26, 2021; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 25, 2022 and September 26, 2021; 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 September 25, 2022, formatted in inline XBRL (included in Exhibit 101.1).

____________________________________

22SIGNATURES

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: October 27, 2022