Teleflex Inc 10-Q for FY2025 Q2
Teleflex Inc (TFX)
10-Q
2025-07-31
For: 2025-06-29
View Original
Added on
April 07, 2026
About this 10-Q
Teleflex Inc filed this 10-Q on July 31, 2025, covering the quarter ended June 29, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 29, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $780.89M
- up 4.2% from $749.69M a year earlier
- Net income
- $122.58M
- up 53.2% from net income of $80.04M a year earlier
- Diluted EPS
- $2.77
- up 63.9% from $1.69 a year earlier
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 29, 2025
OR
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |||||||
(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 | ||||||||||||
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.
| ☒ | 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 44,192,817 shares of common stock, par value $1.00 per share, outstanding as of July 29, 2025.
TELEFLEX INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 29, 2025
TABLE OF CONTENTS
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1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||||||||||||||
Pension settlement charge | |||||||||||||||||||||||||||||||||||
| Restructuring charges, separation costs and impairment charges | |||||||||||||||||||||||||||||||||||
| Income from continuing operations before interest and taxes | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Income from continuing operations before taxes | |||||||||||||||||||||||||||||||||||
| Taxes (benefit) on income from continuing operations | ( | ||||||||||||||||||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||||||||||||||
| Operating loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Tax benefit on operating loss from discontinued operations | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Loss from discontinued operations | ( | ( | |||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Loss from discontinued operations | ( | ||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||||||||
Foreign currency translation, net of tax of $ | ( | ( | |||||||||||||||||||||||||||||||||
Pension and other postretirement benefit plans adjustment, net of tax of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||
Derivatives qualifying as hedges, net of tax of $ | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ( | ||||||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 29, 2025 | December 31, 2024 | ||||||||||
| (Dollars in thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Prepaid taxes | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current borrowings | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Payroll and benefit-related liabilities | |||||||||||
| Accrued interest | |||||||||||
| Income taxes payable | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term borrowings | |||||||||||
| Deferred tax liabilities | |||||||||||
| Pension and postretirement benefit liabilities | |||||||||||
| Noncurrent liability for uncertain tax positions | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | |||||||||||
| June 29, 2025 | June 30, 2024 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Loss from discontinued operations | |||||||||||
| Depreciation expense | |||||||||||
| Intangible asset amortization expense | |||||||||||
| Deferred financing costs and debt discount amortization expense | |||||||||||
| Pension settlement charge | |||||||||||
| Fair value step up of acquired inventory sold | |||||||||||
| Changes in contingent consideration | |||||||||||
| Stock-based compensation | |||||||||||
| Asset impairment charge | |||||||||||
| (Gain) loss on non-designated foreign currency forward contracts | ( | ||||||||||
| Deferred income taxes, net | ( | ( | |||||||||
| Interest benefit on swaps designated as net investment hedges | ( | ( | |||||||||
| Other | ( | ||||||||||
| Changes in assets and liabilities, net of effects of acquisitions and disposals: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
| Income taxes receivable and payable, net | ( | ( | |||||||||
| Net cash provided by operating activities from continuing operations | |||||||||||
| Cash flows from investing activities of continuing operations: | |||||||||||
| Expenditures for property, plant and equipment | ( | ( | |||||||||
| Payments for businesses and intangibles acquired, net of cash acquired | ( | ( | |||||||||
| Insurance settlement proceeds | |||||||||||
| Net proceeds on swaps designated as net investment hedges | |||||||||||
| Proceeds from sales of investments | |||||||||||
| Purchase of investments | ( | ( | |||||||||
| Net cash used in investing activities from continuing operations | ( | ( | |||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||
| Proceeds from new borrowings | |||||||||||
| Reduction in borrowings | ( | ( | |||||||||
| Repurchase of common stock | ( | ||||||||||
| Net proceeds from share based compensation plans and related tax impacts | |||||||||||
| Share repurchase excise tax | ( | ||||||||||
| Payments for contingent consideration | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Debt extinguishment, issuance and amendment fees | ( | ||||||||||
| Net cash used in financing activities from continuing operations | ( | ( | |||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Net cash used in discontinued operations | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | ( | ||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash equivalents | ( | ||||||||||
| Cash, cash equivalents and restricted cash equivalents at the beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash equivalents at the end of the period | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
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, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Balance at March 30, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
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, 2024.
Supplemental balance sheet information
Cash, cash equivalents, and restricted cash equivalents consisted of the following at June 29, 2025 and December 31, 2024:
| June 29, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash equivalents in other current assets (1) | |||||||||||
Restricted cash equivalents in other assets (1) | |||||||||||
| Total cash, cash equivalents and restricted cash equivalents | $ | $ | |||||||||
(1) Restricted cash equivalents represent surplus plan assets resulting from the termination of the Teleflex Incorporated Retirement Income Plan (the "TRIP") that were transferred to a suspense account within the Teleflex 401(k) Savings Plan in 2024. These assets are restricted for future use in accordance with our election to use the surplus plan assets from the TRIP to fund future employer contributions to participants in the Teleflex 401(k) Savings Plan. The restricted cash equivalents are included within prepaid and other current assets and other assets on the Condensed Consolidated Balance Sheet. Amounts expected to be transferred from the suspense account to employees within one year are classified as other current assets.
Note 2 — Recently issued accounting standards
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. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.
In November 2024, the FASB issued new guidance designed to enhance disclosures regarding the nature of expenses included in the income statement. The guidance requires tabular disclosures that disaggregate information about prescribed expense categories within relevant income statement expense captions. The guidance is effective for all fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The new standard can be adopted on a prospective basis with an option to be adopted retrospectively and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.
7
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
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.
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") product category, included within our Americas segment, most revenue is recognized over time because OEM 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 six months ended June 29, 2025. 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 OEM, 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 29, 2025 and June 30, 2024.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Vascular access | $ | $ | $ | $ | |||||||||||||||||||
Interventional | |||||||||||||||||||||||
| Anesthesia | |||||||||||||||||||||||
| Surgical | |||||||||||||||||||||||
| Interventional urology | |||||||||||||||||||||||
| OEM | |||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||
Net revenues (2) | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products). 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.
Note 4 — Acquisition
On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"). The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which will complement our interventional product portfolio. For additional information regarding the acquisition of the VI Business, see Note 15, Subsequent events.
For the three and six months ended June 29, 2025, we incurred acquisition-related costs of $11.2 million and $15.6 million, respectively, which were recognized in selling, general and administrative expenses in the Condensed Consolidated Statement of Income.
8
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 5 — Restructuring charges, separation costs and impairment charges
We have ongoing restructuring initiatives consisting of the following:
•a footprint realignment plan initiated in 2024 that includes 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 "2024 Footprint realignment plan") and,
•a footprint realignment plan initiated in 2023 that involves 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”).
The following tables provide a summary of our cost estimates and other information associated with these plans:
| 2024 Footprint Realignment plan | 2023 Footprint Realignment plan | ||||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | ||||||||||||||||||||||
Restructuring charges (1) | $ | $ | |||||||||||||||||||||
Restructuring related charges (2) (3) | $ | $ | |||||||||||||||||||||
| Total restructuring and restructuring related charges | $ | $ | |||||||||||||||||||||
| Other plan estimates: | |||||||||||||||||||||||
| Expected cash outlays | $ | $ | |||||||||||||||||||||
| Expected capital expenditures | $ | $ | |||||||||||||||||||||
| Other plan information: | |||||||||||||||||||||||
| Period initiated | May 2024 | September 2023 | |||||||||||||||||||||
| Estimated period of substantial completion | End of 2025 | End of 2027 | |||||||||||||||||||||
| Aggregate restructuring charges | $ | $ | |||||||||||||||||||||
| Restructuring reserve: | |||||||||||||||||||||||
Balance as of June 29, 2025 | $ | $ | |||||||||||||||||||||
| Restructuring related charges incurred: | |||||||||||||||||||||||
Three months ended June 29, 2025 | $ | $ | |||||||||||||||||||||
Six months ended June 29, 2025 | $ | $ | |||||||||||||||||||||
| Aggregate restructuring related charges | $ | $ | |||||||||||||||||||||
(1)Substantially all of the charges consist of employee termination benefit costs.
(2)2024 Footprint realignment plan restructuring related charges represent costs that are directly related to the program and consist primarily of project management costs and costs to relocate manufacturing operations and support functions to the new locations. Substantially all of the restructuring related charges are expected to be recognized within cost of goods sold.
(3)2023 Footprint realignment plan restructuring related charges represent costs that are directly related to the program 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.
2024 Restructuring plan
During the fourth quarter of 2024, we initiated the "2024 restructuring plan," which included initiatives to optimize operations, reduce costs and enhance efficiencies across our business lines, including the relocation of select office administrative operations. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.
9
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Restructuring charges, separation costs and impairment charges recognized for the three and six months ended June 29, 2025 and June 30, 2024 consisted of the following:
| Three Months Ended June 29, 2025 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Restructuring plan | $ | $ | $ | ||||||||||||||
| 2024 Footprint realignment plan | |||||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | ( | ( | |||||||||||||||
| Restructuring charges | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
| Separation costs | |||||||||||||||||
| Restructuring charges, separation costs and impairment charges | $ | $ | $ | ||||||||||||||
Three Months Ended June 30, 2024 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Footprint realignment plan | $ | $ | $ | ||||||||||||||
| 2023 Restructuring plan | ( | ( | |||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (3) | ( | ( | |||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
| Six Months Ended June 29, 2025 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Restructuring plan | $ | $ | $ | ||||||||||||||
| 2024 Footprint realignment plan | |||||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | ( | ( | |||||||||||||||
| Restructuring charges | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
| Separation costs | |||||||||||||||||
| Restructuring charges, separation costs and impairment charges | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Footprint realignment plan | $ | $ | $ | ||||||||||||||
| 2023 Restructuring plan | ( | ( | |||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (3) | ( | ( | |||||||||||||||
| Restructuring charges | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
| Restructuring and impairment charges | $ | $ | $ | ||||||||||||||
(1) Other costs include facility closure, contract termination and other exit costs.
(2) Includes activity primarily related to our 2023 Restructuring plan and our Respiratory divestiture plan.
(3) Includes activity primarily related to our 2022 Restructuring plan, which has concluded.
10
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Impairment charges
For the three and six months ended June 29, 2025 and the six months ended June 30, 2024, we recognized impairment charges of $8.1 2.1 million, respectively, primarily related to our cessation of occupancy at certain leased facilities during those periods.
Recently Announced Strategic Actions and Separation Costs
Note 6 — Inventories
Inventories as of June 29, 2025 and December 31, 2024 consisted of the following:
| June 29, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
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 29, 2025:
| Americas | EMEA | Asia | Total | ||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | |||||||||||||||||||||||||||||||||||||||||||||||
| June 29, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Our Interventional Urology North America reporting unit is at risk for future goodwill impairment charges, which could be material, if there is a deterioration in general economic, market or business conditions or significant unfavorable changes in our forecasted current or long-term revenue growth rates, operating margins and/or discount rate. As of June 29, 2025, the carrying value of goodwill related to the Interventional Urology North America reporting unit was $403.9 million.
11
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 29, 2025 and December 31, 2024 were as follows:
| Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||
| June 29, 2025 | December 31, 2024 | June 29, 2025 | December 31, 2024 | ||||||||||||||||||||
| Customer relationships | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||
| Intellectual property | ( | ( | |||||||||||||||||||||
| Distribution rights | ( | ( | |||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
We test the recoverability of long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable. As of March 30, 2025, we identified indicators of a potential impairment related to the long-lived assets associated with our Titan SGS asset group, which primarily consists of intangible assets. The indicators of a potential impairment primarily arose from lower than expected sales of our Titan SGS product line and anticipated continuing reduced demand for bariatric surgery procedures in future periods driven by the growing adoption of GLP-1 products. We performed a recoverability test, utilizing an updated long-term forecast reflecting higher uncertainty of revenue growth in future periods compared to previous estimates. We concluded that the undiscounted cash flows of the Titan SGS product line exceeded the carrying value of the related assets by approximately 10%. Accordingly, no 127.5 million.
Note 8 — Borrowings
Our borrowings at June 29, 2025 and December 31, 2024 were as follows:
| June 29, 2025 | December 31, 2024 | ||||||||||
| Senior Credit Facility: | |||||||||||
Revolving credit facility, at a rate of | $ | $ | |||||||||
Term loan facility, at a rate of | |||||||||||
Securitization program, at a rate of | |||||||||||
| Less: Unamortized debt issuance costs | ( | ( | |||||||||
Current portion of borrowings | ( | ( | |||||||||
| Long-term borrowings | $ | $ | |||||||||
Concurrent with the execution of the agreement to acquire the VI Business described in Note 4, we entered into an amendment to our Third Amended and Restated Credit Agreement (the “Credit Agreement”), which, among other things, (a) provides for a delayed draw term loan facility in an aggregate principal amount of $500 million, which will be available to be drawn on the date on which we consummate the VI Business acquisition and (b) permits us to borrow up to $550 million under the revolving facility provided for under the Credit Agreement on a limited condition basis on the date on which the VI Business acquisition is consummated. Borrowings under the delayed draw term loan will bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50 % above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight euro transactions denominated in U.S. dollars and (iii) 1.00 % above the Term SOFR Rate for a one month interest period, plus an applicable margin
12
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
ranging from 0.125 % to 1.00 %, in each case subject to adjustments based on our total net leverage ratio or (2) a Term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points). The applicable margin for borrowings under the delayed draw term loan range from 1.125 % to 2.00 % for SOFR borrowings and from 0.125 % to 1.00 % for base-rate borrowings, in each case, depending on, at our election, either (x) our public corporate family rating or (y) our consolidated total net leverage ratio, in each case, based on the most recently ended fiscal quarter. The obligations under the delayed draw term loan will be guaranteed and secured on the same basis as the facilities provided for under the Credit Agreement. The delayed draw term loan will not amortize and will mature on the earlier of (x) the date that is two years after the date on which such loans are funded and (y) the maturity date for the revolving facility provided for under the Credit Agreement.
Subsequently, on June 24, 2025, we executed a further amendment to the Credit Agreement, increasing the aggregate principal amount of the delayed term loan facility by $200 million. After giving effect to the amendment, the delayed draw term loan facility provides for an aggregate amount of delayed draw term loan commitments of $700 million. As of June 29, 2025, we have made no borrowings under the delayed draw term loan facility. For additional information regarding the delayed term loan facility, see Note 15, Subsequent events.
Note 9 — 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 typically enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. Concurrent with the execution of the agreement to acquire the VI Business as described in Note 4, in February 2025, we also entered into non-designated foreign currency forward contracts with an aggregate notional value of €700 million to hedge economically against the foreign currency exposure associated with the cash consideration required to complete the acquisition. For additional information regarding the foreign currency forward contracts related to the VI Business, see Note 15, Subsequent events. For the three and six months ended June 29, 2025, we recognized gains of $63.8 million and $86.4 million, respectively, from non-designated foreign currency forward contracts within selling, general and administrative expenses. 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, from non-designated foreign currency forward contracts within selling, general and administrative expenses.
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of June 29, 2025 and December 31, 2024 was $322.4 million and $270.9 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of June 29, 2025 and December 31, 2024 was $177.5 million and $168.6 million, respectively. All open foreign currency forward contracts as of June 29, 2025 have durations of 12 months or less.
Cross-currency interest rate swaps
On April 25, 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 (the "2024 Cross-currency swap agreements"). Each of the swap agreements had a notional principal amount of $250 million and were designated as a net investment hedge. 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.
13
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.
Shortly after the execution of the 2023 Cross-currency swaps, 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 swaps for the three and six months ended June 29, 2025 and June 30, 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||
Foreign exchange (loss) gain | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Interest benefit | |||||||||||||||||||||||||||||||||||
14
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 29, 2025 and December 31, 2024:
| June 29, 2025 | December 31, 2024 | ||||||||||
| Fair Value | |||||||||||
| Asset derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other assets | |||||||||||
| Total asset derivatives | $ | $ | |||||||||
| Liability derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other current liabilities | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other liabilities | |||||||||||
| Total liability derivatives | $ | $ | |||||||||
See Note 11 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
Trade receivables
Note 10 — 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 29, 2025 and December 31, 2024:
Total carrying value at June 29, 2025 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
15
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Total carrying value at December 31, 2024 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
Valuation Techniques
Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities, including money market funds. The investment assets 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. Our primary non-recurring fair value estimates, which utilize Level 3 inputs, typically include the following: business acquisitions (Note 4); goodwill impairment testing (Note 7); and asset impairments (Note 5).
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. As of June 29, 2025, the maximum amount we may be required to pay under the contingent consideration arrangements was $65 million, of which $50 million and $15 million relate to the Palette Life Sciences AB ("Palette") and the Standard Bariatrics Inc. acquisitions, respectively.
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 | ||||||||||||||||||
| Revenue-based | ||||||||||||||||||||
| Monte Carlo simulation | Revenue volatility | |||||||||||||||||||
| Risk free rate | Cost of debt structure | |||||||||||||||||||
| Projected year of payment | Prior to the end of 2026 | |||||||||||||||||||
16
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 29, 2025:
| Contingent consideration | |||||
Balance – December 31, 2024 | $ | ||||
| Payments | ( | ||||
Revaluations and other adjustments | |||||
Balance – June 29, 2025 | $ | ||||
Note 11 — 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 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 1.5 million and 1.3 million for the three and six months ended June 29, 2025, respectively, and 0.9
On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. On February 28, 2025, we entered into an accelerated share repurchase agreement for $300 million of our common stock, representing the remainder of the share repurchase program approved by the Board of Directors in 2024. Under this agreement, 1,725,253 shares of common stock, representing 80 % of the $300 million aggregate, were delivered and included in treasury stock during the three months ended March 30, 2025. The initial shares received were calculated based on a price per share of $139.11 , which was the closing share price of our common stock on February 27, 2025. Final settlement under the agreement occurred on April 9, 2025, at which time we received 493,150 additional shares of common stock. The total shares received were calculated based on a price per share of $135.23 , which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the six months ended June 29, 2025 and June 30, 2024:
| Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Balance as of June 29, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
17
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, 2023 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Net current-period other comprehensive income | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
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 29, 2025 and June 30, 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| (Gains) Loss on foreign exchange contracts: | |||||||||||||||||||||||
| Cost of goods sold | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Total before tax | ( | ( | ( | ||||||||||||||||||||
| Taxes | ( | ||||||||||||||||||||||
| Net of tax | ( | ( | ( | ||||||||||||||||||||
Pension and other postretirement benefit items (1): | |||||||||||||||||||||||
| Actuarial (gains) losses | |||||||||||||||||||||||
| Prior-service costs | ( | ( | |||||||||||||||||||||
| Settlements | |||||||||||||||||||||||
| Total before tax | ( | ||||||||||||||||||||||
| Tax benefit | ( | ( | ( | ||||||||||||||||||||
| Net of tax | ( | ||||||||||||||||||||||
| Total reclassifications, net of tax | $ | ( | $ | ( | $ | $ | |||||||||||||||||
(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 12 — Taxes on income from continuing operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
Effective income tax rate (1) | ( | ||||||||||||||||||||||
(1) The effective income tax rates for the three and six months ended June 29, 2025 and the three months ended June 30, 2024 represent income tax expense. 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 29, 2025 and were 9.4 % and 10.9 %, respectively. The effective income tax rates for the three and six months ended June 29, 2025 reflect non-taxable favorable adjustments incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. All periods include a tax benefit from research and development tax credits. 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 defined benefit plan.
See Note 15 for subsequent event related to taxes on income from continuing operations.
18
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
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 29, 2025, we have recorded $0.5 million and $3.2 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 29, 2025. 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 and product warranty, intellectual property, commercial disputes, acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of June 29, 2025, we have recorded accrued liabilities of $1.1 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. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.
While the results of such litigation or claims cannot be predicted with certainty, 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 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 of June 29, 2025, our reserve related to this matter was $44.5 million, of which $4.7 million was recorded as a reduction of revenue during the six
19
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
months ended June 29, 2025. In June 2025, the Italian parliament proposed modifications to the previously enacted legislation to reduce the payment amounts due from the affected companies, including Teleflex, for the years 2015 through 2018. We are in the process of evaluating the proposed modifications, which are expected to become effective during the third quarter of 2025. In the event the modifications become effective, we do not expect they will have a material impact on our current reserve related to this matter.
As part of our acquisition of Palette in 2023, 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 $4.3 million, representing our best estimate of the outstanding tax liabilities including interest as of June 29, 2025. In February 2024, we requested the relevant foreign tax authority to re-assess Palette’s previously filed tax returns for the related periods. In April 2025, we received a notice from the tax authority indicating our request may be subject to challenge. We intend to defend the position stated in our reassessment request vigorously should the tax authority ultimately disagree with the basis for our request and decide to challenge our request. If 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 29, 2025, the most significant tax examinations in process were in Germany and the United States. 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
An operating segment is a component (a) that engages in business activities from which it may earn revenues and incur expenses, (b) whose operating results are regularly reviewed by the chief operating decision maker (in our case, our President and Chief Executive Officer) to make decisions about resources to be allocated to the segment and to assess its performance, and (c) for which discrete financial information is available. The chief operating decision maker utilizes segment operating profit to evaluate operating expenses through a comparison of budget to actual results as well as an analysis of operating expenses as a percentage of revenue. We do not evaluate our operating segments using discrete asset information.
We have three reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). Our reportable segments primarily design, manufacture and distribute medical devices primarily used in critical care and surgical applications and generally serve two end-markets: hospitals and healthcare providers, and home health. The products of these segments are most widely used in the acute care setting for a range of diagnostic and therapeutic procedures and in general and specialty surgical applications. The Americas also includes our OEM product portfolio that designs, manufactures and supplies devices and instruments for other medical device manufacturers.
The following tables present our segment results for the three and six months ended June 29, 2025 and June 30, 2024:
| Three Months Ended June 29, 2025 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
20
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 29, 2025 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
(1)Segment operating profit represents income from continuing operations before interest, loss on extinguishment of debt and taxes adjusted to exclude unallocated corporate expenses, manufacturing variances other than fixed manufacturing cost absorption variances, restructuring and impairment charges. See reconciliation of segment operating profit measures for further details.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
Reconciliation of segment operating profit measure | |||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | |||||||||||||||||||
Other unallocated expenses (1) | |||||||||||||||||||||||
Restructuring charges, separation costs and impairment charges | |||||||||||||||||||||||
| Pension settlement charge | |||||||||||||||||||||||
Income (loss) from continuing operations before interest and taxes | $ | $ | $ | $ | |||||||||||||||||||
(1) Other unallocated expenses include expenses within costs of goods sold, research and development and selling, general and administrative costs and primarily consist of manufacturing variances other than fixed manufacturing cost absorption variances and unallocated corporate function expenses.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
Depreciation and amortization | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
Corporate (1) | |||||||||||||||||||||||
| Consolidated depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
(1)Reflects depreciation and amortization included within other allocated expenses per reconciliation of segment operating profit measure.
21
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 15 — Subsequent events
Completion of the VI Business acquisition and related transactions
On June 30, 2025, the first day of the third quarter 2025, we completed the acquisition of the VI Business for a net initial cash payment of €704.3 million, subject to certain working capital and other customary adjustments. The initial payment, along with transaction-related costs and other associated requirements, was financed through $700 million of borrowings under the delayed draw term loan facility as well as $140 million of borrowings under our revolving credit facility. We are evaluating the accounting for the business combination, including estimating the fair value of the assets acquired and liabilities assumed.
Concurrent with the completion of the VI Business acquisition, on June 30, 2025, we settled the foreign currency forward contracts entered to hedge economically against the foreign currency exposure associated with the cash consideration. The settlement of the forward currency contracts resulted in proceeds of $82.2 million.
In connection with the acquisition, we also entered into several ancillary agreements with BIOTRONIK SE & Co. KG to help facilitate business continuity and the integration of the business. The agreements primarily relate to transition support and distribution services and have varying durations extending up to 36 months. We will account for these services separately from the business combination, as they were negotiated primarily to benefit Teleflex and do not represent part of the consideration transferred for the acquisition.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act was signed into law, enacting certain extensions and significant modifications to existing U.S. tax law provisions. While we continue to evaluate its implications, we do not currently expect the OBBB Act to have a material impact on our 2025 financial statements.
22
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.
Acquisition of BIOTRONIK Vascular Intervention business
On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"). The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which will complement our interventional product portfolio.
On June 30, 2025, the first day of the third quarter 2025, we completed the acquisition of the VI Business for a net initial cash payment of €704.3 million, subject to certain working capital and other customary adjustments. Borrowings under the delayed draw term loan, discussed within the Liquidity and Capital Resources section below, and our revolving credit facility were utilized to finance the acquisition, inclusive of transaction-related costs and other associated requirements.
Concurrent with the execution of the agreement to acquire the VI Business, we entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to hedge economically against the foreign currency exposure associated with the cash consideration needed to complete the acquisition. These forward contracts were settled on June 30, 2025, concurrent with the completion of our acquisition. The settlement of the forward currency contracts resulted in proceeds of $82.2 million.
In connection with the acquisition, we also entered into several ancillary agreements with BIOTRONIK SE & Co. KG to help facilitate business continuity and the integration of the business. The agreements primarily relate to transition support and distribution services and have varying durations extending up to 36 months.
For additional information regarding the acquisition of the VI Business, refer to Notes 4 and 15 within the condensed consolidated financial statements included in this report.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company comprising Acute Care (consisting of our Urology and Respiratory product categories, the majority of our Anesthesia product category and certain products within our Interventional Access and Surgical product categories), our Interventional Urology and OEM businesses (referred to collectively as "NewCo"). Our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the VI Business will remain with Teleflex. Since announcing the intended separation, we have received a number of inbound expressions of interest in acquiring NewCo and, with oversight of the Board, we continue to actively explore the potential sale of NewCo in parallel with the potential spin transaction. There can be no guarantees that the proposed separation will be completed on the terms and within the timeframe we announced, or at all.
23
Impairment considerations
Our Interventional Urology North America reporting unit is at risk for future goodwill impairment charges, which could be material, if there is a deterioration in general economic, market or business conditions or significant unfavorable changes in our forecasted current or long-term revenue growth rates, operating margins and/or discount rate. As of June 29, 2025, the carrying value of goodwill related to the Interventional Urology North America reporting unit was $403.9 million.
We test the recoverability of long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable. As of March 30, 2025, we identified indicators of a potential impairment related to the long-lived assets associated with our Titan SGS asset group, which primarily consists of intangible assets. The indicators of a potential impairment primarily arose from lower than expected sales of our Titan SGS product line and anticipated continuing reduced demand for bariatric surgery procedures in future periods driven by the growing adoption of GLP-1 products. We performed a recoverability test, utilizing an updated long-term forecast reflecting higher uncertainty of revenue growth in future periods compared to previous estimates. We concluded that the undiscounted cash flows of the Titan SGS product line exceeded the carrying value of the related assets by approximately 10%. Accordingly, no impairment was recognized during the three or six months ended June 29, 2025 related to the Titan SGS asset group. If actual future revenues are lower than forecasted, it may result in future impairment charges, which could be material. The carrying value of the intangible assets as of June 29, 2025 was $127.5 million.
Tariffs
Our global operations are subject to risks associated with international trade policies, and we continue to closely monitor developments in trade relations and policy, including tariffs. While tariffs have not had a significant impact on our costs for the three and six months ended June 29, 2025, changes to proposed and enacted tariffs in 2025 could have a material impact on our business. Due to recently enacted U.S. tariffs and accompanying retaliatory measures, we may experience a material negative impact on our gross margins and cash flows in future periods. This impact would be primarily driven by higher import costs linked to products manufactured in Mexico that are not currently compliant with the United States-Mexico-Canada Agreement (USMCA) and, to a lesser extent, our operations in Asia and Europe. We are currently evaluating options to mitigate our exposure through supply chain optimization strategies, including modifications to chain of custody protocols and increasing the proportion of products compliant with the USMCA in our portfolio, in addition to customer pricing. The ultimate impact of changes to tariffs and trade policies on our results from operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies that are implemented, and any associated retaliatory measures.
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 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net revenues | $ | 780.9 | $ | 749.7 | $ | 1,481.6 | $ | 1,487.5 | |||||||||||||||
Net revenues for the three months ended June 29, 2025 increased $31.2 million, or 4.2%, compared to the prior year period, primarily due to the prior period unfavorable $15.8 million adjustment to reserves related to the Italian payback measure, $8.8 million of favorable fluctuations in foreign currency exchange rates and an $8.6 million increase in sales of new products. The increases in net revenues were partially offset by a decrease in sales of existing products, primarily driven by declines in sales related to our OEM product category and UroLift product line.
24
Net revenues for the six months ended June 29, 2025 decreased $5.9 million, or 0.4%, compared to the prior year period, primarily due to a $47.6 million decrease in sales volumes of existing products, primarily driven by declines in sales related to our OEM product category and UroLift product line, partially offset by a $19.5 million increase in sales of new products and the prior period unfavorable $15.8 million adjustment to reserves related to the Italian payback measure.
Gross profit
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Gross profit | $ | 431.1 | $ | 416.5 | $ | 820.5 | $ | 832.6 | |||||||||||||||
| Percentage of sales | 55.2 | % | 55.6 | % | 55.4 | % | 56.0 | % | |||||||||||||||
Gross margin for the three months ended June 29, 2025 decreased 40 basis points, or 0.7%, compared to the prior year period, primarily due to continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials, an increase in logistics and distribution costs and unfavorable product mix, partially offset by the prior period unfavorable adjustment to reserves related to the Italian payback measure and favorable fluctuations in foreign currency exchange rates.
Gross margin for the six months ended June 29, 2025 decreased 60 basis points, or 1.1%, compared to the prior year period, primarily due to continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials and unfavorable product mix, partially offset by the prior period unfavorable adjustment to reserves related to the Italian payback measure and favorable fluctuations in foreign currency exchange rates.
Selling, general and administrative
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Selling, general and administrative | $ | 215.1 | $ | 250.6 | $ | 437.8 | $ | 493.5 | |||||||||||||||
| Percentage of sales | 27.5 | % | 33.4 | % | 29.5 | % | 33.2 | % | |||||||||||||||
Selling, general and administrative expenses for the three months ended June 29, 2025 decreased $35.5 million compared to the prior year period, which was primarily attributable to a $59.7 million benefit from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, and a decrease in sales and marketing expenses, partially offset by an increase in acquisition costs associated with the VI Business and increases in the estimated fair value of our contingent consideration liabilities.
Selling, general and administrative expenses for the six months ended June 29, 2025 decreased $55.7 million compared to the prior year period, which was primarily attributable to an $82.2 million benefit from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, and a decrease in sales and marketing expenses, partially offset by an increase in acquisition costs associated with the VI Business and increases in the estimated fair value of our contingent consideration liabilities.
Research and development
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||
| Research and development | $ | 38.5 | $ | 41.1 | $ | 74.9 | $ | 78.4 | |||||||||||||||||||||||||||
| Percentage of sales | 4.9 | % | 5.5 | % | 5.1 | % | 5.3 | % | |||||||||||||||||||||||||||
The decreases in research and development expenses for the three and six months ended June 29, 2025 compared to the prior year periods were primarily attributable to lower European Union Medical Device Regulation related costs and lower project spend within certain of our product portfolios.
Pension Settlement Charge
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| 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 Teleflex Incorporated Retirement Income Plan 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.
25
Restructuring charges, separation costs and impairment charges
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Restructuring charges, separation costs and impairment charges | $ | 22.2 | $ | 7.9 | $ | 26.9 | $ | 10.5 | |||||||||||||||
Restructuring charges, separation costs and impairment charges for the three months ended June 29, 2025 primarily consisted of $12.9 million of separation costs, impairment charges of $8.1 million primarily related to our cessation of occupancy at a certain leased facility and termination charges related to the 2024 Footprint realignment plan.
Restructuring charges, separation costs and impairment charges for the six months ended June 29, 2025 primarily consisted of $16.1 million of separation costs, impairment charges of $8.1 million primarily related to our cessation of occupancy at a certain leased facility and termination charges related to the 2024 Footprint realignment plan.
We have ongoing restructuring programs that include the consolidation of our manufacturing operations (referred to as our 2024 and 2023 Footprint realignment plans). The following table provides a summary of the key estimates related to the completion of these programs:
| 2024 Footprint Realignment plan | 2023 Footprint Realignment plan | ||||||||||||||||||||||
| Aggregate pre-tax restructuring and restructuring related charges estimated | $37 million to $46 million | $11 million to $15 million | |||||||||||||||||||||
Estimated annual pre-tax savings | $12 million to $14 million | $2 million to $4 million | |||||||||||||||||||||
During the fourth quarter of 2024, we initiated the "2024 restructuring plan," which included initiatives to optimize operations, reduce costs and enhance efficiencies across our business lines, including the relocation of select office administrative operations. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.
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 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Interest expense | $ | 21.7 | $ | 21.2 | $ | 40.3 | $ | 43.9 | |||||||||||||||
| Average interest rate on debt | 4.1 | % | 4.5 | % | 4.1 | % | 4.6 | % | |||||||||||||||
The increase in interest expense for the three months ended June 29, 2025 compared to the prior year period was primarily due to an increase in the average outstanding debt balance, partially offset by a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.
The decrease in interest expense for the six months ended June 29, 2025 compared to the prior year period was primarily due to a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments, partially offset by an increase in the average outstanding debt balance.
Taxes on income from continuing operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
Effective income tax rate (1) | 9.4 | % | 17.8 | % | 10.9 | % | (33.8) | % | |||||||||||||||
(1)The effective income tax rates for the three and six months ended June 29, 2025 and the three months ended June 30, 2024 represent income tax expense. 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 29, 2025 reflect non-taxable favorable adjustments incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. All periods include a tax benefit from research and development tax credits. 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 defined benefit plan.
26
On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act was signed into law, enacting certain extensions and significant modifications to existing U.S. tax law provisions. While we continue to evaluate its implications, we do not currently expect the OBBB Act to have a material impact on our 2025 financial statements.
Segment Financial Information
| Segment net revenues | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | % Increase/(Decrease) | June 29, 2025 | June 30, 2024 | % Increase/ (Decrease) | ||||||||||||||||||||||||||||||
| Americas | $ | 525.7 | $ | 515.6 | 1.9 | $ | 1,001.4 | $ | 1,009.6 | (0.8) | |||||||||||||||||||||||||
| EMEA | 166.2 | 147.1 | 13.0 | 317.4 | 306.7 | 3.5 | |||||||||||||||||||||||||||||
| Asia | 89.0 | 87.0 | 2.3 | 162.8 | 171.2 | (4.9) | |||||||||||||||||||||||||||||
| Segment net revenues | $ | 780.9 | $ | 749.7 | 4.2 | $ | 1,481.6 | $ | 1,487.5 | (0.4) | |||||||||||||||||||||||||
| Segment operating profit | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | % Increase/(Decrease) | June 29, 2025 | June 30, 2024 | % Increase/ (Decrease) | ||||||||||||||||||||||||||||||
| Americas | $ | 167.9 | $ | 161.9 | 3.7 | $ | 325.7 | $ | 322.6 | 1.0 | |||||||||||||||||||||||||
| EMEA | 40.8 | 23.8 | 71.7 | 74.1 | 59.4 | 24.7 | |||||||||||||||||||||||||||||
| Asia | 22.1 | 25.8 | (14.5) | 41.0 | 51.9 | (21.0) | |||||||||||||||||||||||||||||
Segment operating profit (1) | $ | 230.8 | $ | 211.5 | 9.1 | $ | 440.8 | $ | 433.9 | 1.6 | |||||||||||||||||||||||||
(1)See Note 14 to our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest and taxes.
Comparison of the three and six months ended June 29, 2025 and June 30, 2024
Americas
Americas net revenues for the three months ended June 29, 2025 increased $10.1 million, or 1.9%, compared to the prior year period, which was primarily attributable to a $7.0 million increase in sales of new products and price increases.
Americas net revenues for the six months ended June 29, 2025 decreased $8.2 million, or 0.8%, compared to the prior year period, which was primarily attributable to a $29.7 million decrease in sales volumes of existing products, primarily driven by declines in sales related to our OEM product category and UroLift product line, partially offset by a $16.5 million increase in sales of new products and, to a lesser extent, price increases.
Americas operating profit for the three months ended June 29, 2025 increased $6.0 million, or 3.7%, compared to the prior year period, which was primarily attributable to favorable fluctuations in foreign currency exchange rates, decreases in sales and marketing expenses and lower research and development expenses, partially offset by increases in the estimated fair value of our contingent consideration liabilities.
Americas operating profit for the six months ended June 29, 2025 increased $3.1 million, or 1.0%, compared to the prior year period, which was primarily attributable to decreases in sales and marketing expenses, favorable fluctuations in foreign currency exchange rates and lower research and development expenses, partially offset by increases in the estimated fair value of our contingent consideration liabilities and a decrease in gross profit resulting from lower sales.
EMEA
EMEA net revenues for the three months ended June 29, 2025 increased $19.1 million, or 13.0%, compared to the prior year period, which was primarily attributable to the prior period unfavorable $15.8 million adjustment to reserves related to the Italian payback measure and $7.9 million of favorable fluctuations in foreign currency exchange rates, partially offset by a $6.7 million decrease in sales volumes of existing products.
EMEA net revenues for the six months ended June 29, 2025 increased $10.7 million, or 3.5%, compared to the prior year period, which was primarily attributable to the prior period unfavorable $15.8 million adjustment to reserves related to the Italian payback measure, $3.8 million of favorable fluctuations in foreign currency exchange
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rates and price increases. The increases in net revenues were partially offset by a $14.5 million decrease in sales volumes of existing products.
EMEA operating profit for the three months ended June 29, 2025 increased $17.0 million, or 71.7%, compared to the prior year period, which was primarily attributable to an increase in gross profit from the prior period unfavorable adjustment to reserves related to the Italian payback measure, partially offset by lower sales. The increase in operating profit was also impacted by favorable fluctuations in foreign currency exchange rates and lower research and development expenses related to the European Union Medical Device Regulation.
EMEA operating profit for the six months ended June 29, 2025 increased $14.7 million, or 24.7%, compared to the prior year period, which was primarily attributable to an increase in gross profit from the prior period unfavorable adjustment to reserves related to the Italian payback measure and price increases, partially offset by lower sales. The increase in operating profit was also impacted by favorable fluctuations in foreign currency exchange rates, lower research and development expenses related to the European Union Medical Device Regulation and higher selling expenses.
Asia
Asia net revenues for the three months ended June 29, 2025 increased $2.0 million, or 2.3%, compared to the prior year period, which was primarily attributable to a $2.8 million increase in sales volumes of existing products and, to a lesser extent, favorable fluctuations in foreign currency exchange rates, partially offset by price decreases stemming from the implementation of volume-based procurement programs in China.
Asia net revenues for the six months ended June 29, 2025 decreased $8.4 million, or 4.9%, compared to the prior year period, which was primarily attributable to $4.6 million in price decreases stemming from the implementation of volume-based procurement programs in China, a decrease of $3.4 million in sales volumes of existing products and unfavorable fluctuations in foreign currency exchange rates.
Asia operating profit for the three months ended June 29, 2025 decreased $3.7 million, or 14.5%, compared to the prior year period, which was primarily attributable to a decrease in gross profit that was primarily driven by price decreases and unfavorable product mix, partially offset by higher sales. The decrease in operating profit was also impacted by unfavorable fluctuations in foreign currency exchange rates.
Asia operating profit for the six months ended June 29, 2025 decreased $10.9 million, or 21.0%, compared to the prior year period, which was primarily attributable to a decrease in gross profit that was primarily driven by price decreases, lower sales and unfavorable product mix, in addition to unfavorable fluctuations in foreign currency exchange rates.
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, including those arising from newly implemented tariffs, capital expenditures, debt obligations and separation costs 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.
Concurrent with the execution of the agreement to acquire the VI Business, we entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to hedge economically against the foreign currency exposure associated with the cash consideration needed to complete the VI Business acquisition. These forward contracts were settled on June 30, 2025 concurrent with the completion of our acquisition. The settlement of the forward currency contracts resulted in proceeds of $82.2 million.
On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. On February 28, 2025, we entered into an accelerated share repurchase agreement for $300 million of our common stock, representing the remainder of the share repurchase program approved by the Board of Directors in 2024. Under this agreement, 1,725,253 shares of common stock, representing 80% of the $300 million aggregate, were delivered and included in treasury stock during the three months ended March 30, 2025. The initial shares received were calculated based on a price per share of $139.11, which was the closing share price of our common stock on February 27, 2025. Final settlement under the agreement occurred on April 9, 2025, at which time we received 493,150 additional shares of common stock. The total shares received were calculated based on a
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price per share of $135.23, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
Cash Flows
Net cash provided by operating activities from continuing operations was $81.2 million for the six months ended June 29, 2025 as compared to $204.5 million for the six months ended June 30, 2024. The $123.3 million decrease was primarily attributable to unfavorable changes in working capital and unfavorable operating results. The unfavorable changes in working capital were primarily driven by a net increase in accounts receivable resulting from higher sales, an increase in inventory purchases, including payments for recently enacted tariffs, outflows related to cloud computing arrangement expenditures as part of our ongoing development of a new ERP solution and higher tax payments.
Net cash used in investing activities from continuing operations was $59.3 million for the six months ended June 29, 2025, and primarily consisted of $64.6 million of capital expenditures, $9.5 million in insurance settlement proceeds and $6.7 million in net payments for businesses and intangibles acquired.
Net cash used in financing activities from continuing operations was $83.2 million for the six months ended June 29, 2025, and primarily consisted of $300.0 million in repurchases of our common stock under the accelerated share repurchase agreement, a $244.6 million increase in net borrowings under our Senior Credit Facility and $30.2 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 29, 2025, 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.
Concurrent with the execution of the agreement to acquire the VI Business, we entered into an amendment to our Third Amended and Restated Credit Agreement (the “Credit Agreement”) on February 24, 2025, which, among other things, (a) provides for a delayed draw term loan facility in an aggregate principal amount of $500 million, which will be available to be drawn on the date on which we consummate the VI Business acquisition and (b) permits us to borrow up to $550 million under the revolving facility provided for under the Credit Agreement on a limited condition basis on the date on which the VI Business acquisition is consummated. Borrowings under the delayed draw term loan will bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight euro transactions denominated in U.S. dollars and (iii) 1.00% above the Term SOFR Rate for a one month interest period, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our total net leverage ratio or (2) a Term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points). The applicable margin for borrowings under the delayed draw term loan range from 1.125% to 2.00% for SOFR borrowings and from 0.125% to 1.00% for base-rate borrowings, in each case, depending on, at our election, either (x) our public corporate family rating or (y) our consolidated total net leverage ratio, in each case, based on the most recently ended fiscal quarter. The obligations under the delayed draw term loan will be guaranteed and secured on the same basis as the facilities provided for under the Credit Agreement. The delayed draw term loan will not amortize and will mature on the earlier of (x) the date that is two years after the date on which such loans are funded and (y) the maturity date for the revolving facility provided for under the Credit Agreement.
Subsequently, on June 24, 2025, we executed a further amendment to the Credit Agreement, increasing the aggregate principal amount of the delayed term loan facility by $200 million. After giving effect to the amendment, the delayed draw term loan facility provides for an aggregate amount of delayed draw term loan commitments of $700 million. On June 30, 2025, we drew $700 million under the delayed draw term loan facility in addition to $140 million of borrowings under our revolving credit facility to fund the VI Business acquisition, inclusive of transaction-related costs and other associated requirements.
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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 29, 2025 and December 31, 2024 and for the six months ended June 29, 2025 is as follows:
| Six Months Ended | ||||||||||||||||||||
| June 29, 2025 | ||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | ||||||||||||||||||
| Net revenue | $ | 1,066.3 | $ | 156.7 | $ | 909.6 | ||||||||||||||
| Cost of goods sold | 654.1 | 128.7 | 525.4 | |||||||||||||||||
| Gross profit | 412.2 | 28.0 | 384.2 | |||||||||||||||||
Income (loss) from continuing operations | 124.6 | 101.3 | 23.3 | |||||||||||||||||
Net income (loss) | 124.4 | 101.3 | 23.1 | |||||||||||||||||
| June 29, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | |||||||||||||||||||||||||||||||||
| Total current assets | $ | 1,115.0 | $ | 152.1 | $ | 962.9 | $ | 1,034.1 | $ | 201.2 | $ | 832.9 | ||||||||||||||||||||||||||
| Total assets | 2,888.3 | 239.3 | 2,649.0 | 2,815.2 | 277.8 | 2,537.4 | ||||||||||||||||||||||||||||||||
| Total current liabilities | 1,277.0 | 905.3 | 371.7 | 1,275.4 | 953.4 | 322.0 | ||||||||||||||||||||||||||||||||
| Total liabilities | 3,684.0 | 1,077.5 | 2,606.5 | 3,450.5 | 1,126.6 | 2,323.9 | ||||||||||||||||||||||||||||||||
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, 2024 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, 2024, 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
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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, the implementation or threatened implementation of tariffs, 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, 2024. 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, 2024.
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.
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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 29, 2025 and December 31, 2024, we had accrued liabilities of $1.1 million and $0.8 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. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.
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, 2024. There have been no significant changes in risk factors for the quarter ended June 29, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents the repurchases of our common stock during the three months ended June 29, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | |||||||||||||||||||
March 31, 2025 - May 4, 2025 (1) | 493,150 | — | 493,150 | $ | — | ||||||||||||||||||
May 5, 2025 - June 1, 2025 | — | — | — | ||||||||||||||||||||
June 2, 2025 - June 29, 2025 | — | — | — | — | |||||||||||||||||||
| Total | 493,150 | 493,150 | |||||||||||||||||||||
(1)On February 28, 2025, we entered into an accelerated share repurchase program (the "ASR Transaction") with JPMorgan Chase Bank. (the “Counterparty”) to repurchase an aggregate of $300 million (the "Repurchase Price") of our common stock. The ASR Transaction was executed under the $500 million share repurchase program authorized by our Board of Directors on July 30, 2024. Under the terms of the ASR Transaction, on March 3, 2025, we paid the Repurchase Price to the Counterparty in exchange for 1,725,253 shares of our common stock, representing shares with a value of 80% of the total Repurchase Price. The initial shares received, which have been included in treasury stock as of March 30, 2025, were calculated based on a price per share of $139.11, which was the closing share price of our common stock on February 27, 2025. Final settlement under the ASR Transaction occurred on April 9, 2025, at which time we received 493,150 additional shares of common stock. The total shares received were calculated based on a price per share of $135.23, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount. See "Management's Discussion and Analysis of Financial Condition — Liquidity and Capital Resources."
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended June 29, 2025, none of our directors or executive officers entered into terminated
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this report:
| Exhibit No. | Description | ||||||||||||||||
*3.1 | — | ||||||||||||||||
*10.1 | Amendment No. 1 to Credit Agreement, dated as of February 24, 2025, among Teleflex Incorporated, each subsidiary of Teleflex Incorporated party thereto, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to the Company's Form 8-K filed on February 27, 2025). | ||||||||||||||||
*10.2 | — | ||||||||||||||||
*22 | — | ||||||||||||||||
31.1 | — | ||||||||||||||||
31.2 | — | ||||||||||||||||
32.1 | — | ||||||||||||||||
32.2 | — | ||||||||||||||||
101.1 | — | The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 29, 2025, 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 29, 2025 and June 30, 2024; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 29, 2025 and June 30, 2024; (iv) the Condensed Consolidated Balance Sheets as of June 29, 2025 and December 31, 2024; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 29, 2025 and June 30, 2024; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 29, 2025 and June 30, 2024; 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 29, 2025, formatted in inline XBRL (included in Exhibit 101.1). | |||||||||||||||
____________________________________
*Incorporated by reference.
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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/ John R. Deren | |||||||||||||
John R. Deren Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||||||
Dated: July 31, 2025
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Liam J. Kelly, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 31, 2025 | /s/ Liam J. Kelly | |||||||
| Liam J. Kelly | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John R. Deren, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 31, 2025 | /s/ John R. Deren | |||||||
| John R. Deren | ||||||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending June 29, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Liam J. Kelly, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: July 31, 2025 | /s/ Liam J. Kelly | |||||||
| Liam J. Kelly President and Chief Executive Officer | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending June 29, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Deren, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: July 31, 2025 | /s/ John R. Deren | |||||||
John R. Deren Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||