Teleflex Inc 10-K for FY2024
Teleflex Inc (TFX)
10-K
2025-02-28
For: 2024-12-31
View Original
Added on
April 07, 2026
About this 10-K
Teleflex Inc filed this 10-K on February 28, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.05B
- up 2.4% from $2.97B a year earlier
- Net income
- $69.68M
- down 80.4% from net income of $356.33M a year earlier
- Diluted EPS
- $1.48
- down 80.3% from $7.53 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||
For the fiscal year ended December 31 , 2024
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||
For the transition period from to .
Commission file number 1-5353
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (610 ) 225-6800
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act:
NONE
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ | ||
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. | ||
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). | ||
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. | ||||||||||||||||||||||||||
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐ | ||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes | ||||||||||||||||||||||||||
The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant 20,340,357 shares on June 28, 2024 (the last business day of the registrant’s most recently completed fiscal second quarter) was $ | ||||||||||||||||||||||||||
The registrant had | ||||||||||||||||||||||||||
DOCUMENT INCORPORATED BY REFERENCE:
Certain provisions of the registrant’s definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders, to be filed within 120 days of the close of the registrant’s fiscal year, are incorporated by reference in Part III hereof. | ||
TELEFLEX INCORPORATED
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
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CYBERSECURITY | ||||||||
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Information Concerning Forward-Looking Statements
All statements made in this Annual Report on Form 10-K, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks and uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including:
•changes in business relationships with and purchases by or from major customers or suppliers;
•delays or cancellations in shipments;
•demand for and market acceptance of new and existing products;
•the impact of inflation and disruptions in our global supply chain on us and our suppliers (particularly sole-source suppliers and providers of sterilization services), including fluctuations in the cost and availability of resins and other raw materials, as well as certain components, used in the production or sterilization of our products, transportation constraints and delays, product shortages, energy shortages or increased energy costs, labor shortages in the United States and elsewhere, and increased operating and labor costs;
•our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations;
•our inability to effectively execute our restructuring programs;
•our inability to realize anticipated savings resulting from restructuring plans and programs;
•the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation;
•changes in Medicare, Medicaid and third-party coverage and reimbursements;
•the impact of tax legislation and related regulations;
•competitive market conditions and resulting effects on revenues and pricing;
•global economic factors, including currency exchange rates, interest rates, trade disputes, 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;
•difficulties entering new markets;
•general economic conditions; and
•our ability to complete the proposed separation of our Urology, Acute Care and OEM businesses, the terms and timing for such transaction, the ability to satisfy any applicable conditions, including the tax-free treatment of the proposed separation, and the expected benefits.
For a further discussion of the risks relating to our business, see Item 1A, “Risk Factors” in this Annual Report on Form 10-K. 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.
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PART I
ITEM 1. BUSINESS
Teleflex Incorporated is referred to herein as “we,” “us,” “our,” “Teleflex” and the “Company.”
THE COMPANY
Teleflex is a global provider of medical technology products that enhance clinical benefits, improve patient and provider safety and reduce 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 to hospitals and healthcare providers 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. Our major manufacturing operations are located in the Czech Republic, Malaysia, Mexico and the United States (the "U.S.").
We are focused on achieving consistent, sustainable and profitable growth and improving our financial performance by increasing our market share and improving our operating efficiencies through:
•development of new products and product line extensions;
•investment in new technologies and broadening the application of our existing technologies;
•expansion of the use of our products in existing markets and introduction of our products into new geographic markets;
•achievement of economies of scale as we continue to expand by utilizing our direct sales force and distribution network to sell new products, as well as by increasing efficiencies in our sales and marketing organizations, research and development activities and manufacturing and distribution facilities; and
•expansion of our product portfolio through select acquisitions, licensing arrangements and business partnerships that enhance, expand or expedite our development initiatives or our ability to increase our market share.
Our research and development capabilities, commitment to engineering excellence and focus on low-cost manufacturing enable us to bring to market cost effective, innovative products that improve the safety, efficacy and quality of healthcare. Our research and development initiatives focus on developing these products for both existing and new therapeutic applications, as well as developing enhancements to, and product line extensions of, existing products. Our portfolio of existing products and products under development consists primarily of Class I and Class II medical devices, most of which require 510(k) clearance by the U.S. Food and Drug Administration ("FDA") for sale in the U.S., and some of which are exempt from the requirement to obtain 510(k) clearance. We believe that seeking 510(k) clearance or qualifying for 510(k)-exempt status reduces our research and development costs and risks, and typically results in a shorter timetable for new product introductions as compared to the premarket approval, or PMA, process that would be required for Class III medical devices. See "Government Regulation" below for additional information.
HISTORY AND RECENT DEVELOPMENTS
Teleflex was founded in 1943 as a manufacturer of precision mechanical push/pull controls for military aircraft. From this original single market, single product orientation, we expanded and evolved through entries into new businesses, development of new products, introduction of products into new geographic or end-markets and acquisitions and dispositions of businesses. Throughout our history, we have continually focused on providing innovative, technology-driven, specialty-engineered products that help our customers meet their business requirements.
Beginning in 2007, we significantly changed the composition of our portfolio of businesses, expanding our presence in the medical device industry, while divesting all of our other businesses, which served the aerospace, automotive, industrial and marine markets. Following the divestitures of our marine business and cargo container and systems businesses in 2011, we became exclusively a medical device company.
In 2017, we completed two large scale acquisitions: NeoTract, Inc. ("NeoTract") and Vascular Solutions, Inc. (“Vascular Solutions”). NeoTract was a medical device company that developed and commercialized the UroLift System, a minimally invasive medical device for treating lower urinary tract symptoms due to benign prostatic
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hyperplasia, or BPH. Vascular Solutions was a medical device company that developed and marketed clinical products for use in minimally invasive coronary and peripheral vascular procedures.
In 2021, we divested certain product lines within our global respiratory product portfolio to Medline Industries, Inc. (“Medline”) (the "Respiratory business divestiture"). We completed the initial phase of the Respiratory business divestiture on June 28, 2021. The second and final phase of the Respiratory business divestiture was completed in December 2023 with the transfer of certain additional manufacturing assets to Medline.
See "Our Products" below and Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care (consisting of our Respiratory product category, the majority of our Anesthesia product category and certain products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the Vascular Intervention business expected to be acquired from BIOTRONIK SE & Co. KG will remain with Teleflex
Restructuring programs
We continue to execute our footprint realignment and other restructuring programs designed to improve efficiencies in our manufacturing and distribution facilities and, to a lesser extent, our sales and marketing and research and development organizations. See Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
OUR SEGMENTS
During the fourth quarter of 2024, our chief operating decision maker changed the manner in which he reviews financial information for purposes of assessing business performance and allocating resources solely focusing on the geographic location. As a result, we changed our segment presentation by incorporating the OEM (Original Equipment Manufacturer and Development Services) reporting unit into the Americas segment. We now have three reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Each of our three geographic segments provides a comprehensive portfolio of medical technology products used by hospitals and healthcare providers. However, certain of our products are more heavily concentrated within certain segments. Our product portfolio is described in the products section below.
The following charts depict our net revenues by reportable operating segment as a percentage of our total consolidated net revenues for the years ended December 31, 2024, 2023 and 2022:
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OUR PRODUCTS
Our product categories within our geographic segments include vascular access, anesthesia, interventional, surgical, interventional urology, respiratory and urology. Each of these categories and the key products sold therein are described in more detail below.
Vascular Access: Our Vascular Access product portfolio encompasses devices designed to support a variety of critical care therapies and other medical applications, with an emphasis on reducing vascular-related complications. These products primarily include our Arrow branded catheters, catheter navigation and tip positioning systems, and intraosseous (bone access) systems.
Our catheters are designed to support a wide array of clinical procedures, including the administration of intravenous therapies, the measurement of blood pressure, and the collection of blood samples, all through a single puncture site. Many of these catheters are equipped with antimicrobial and anti-thrombogenic protection technologies, which have been demonstrated to reduce the risk of catheter related bloodstream infections, microbial colonization, and thrombus formation on catheter surfaces.
Our intraosseous access systems are designed for the delivery of medications and fluids in situations where intravenous access is challenging or not feasible. These systems are particularly effective in emergency, urgent or medically critical scenarios and are suitable for use in both hospital and pre-hospital settings. Key products in this line include the EZ-IO Intraosseous Vascular Access System and the Arrow FAST1 Sternal Intraosseous Infusion System.
Interventional: Our Interventional product category offers devices that facilitate a variety of applications to diagnose and deliver treatment of coronary and peripheral vascular disease. These products primarily consist of a diverse portfolio of coronary catheters, structural heart support devices, peripheral intervention products, and mechanical circulatory support platforms used by interventional cardiologists, interventional radiologists and vascular surgeons. Clinical benefits of our products include increased vein and artery access, post-procedure closure, and increased support during complex medical procedures. Our primary product offerings consist of a portfolio of Arrow branded intra-aortic balloon pumps and catheters, GuideLiner, Turnpike and TrapLiner catheters, the MANTA Vascular Closure device and Arrow OnControl powered bone biopsy system.
Anesthesia: Our Anesthesia product category is comprised of airway, pain management and hemostatic product lines that support hospital, emergency medicine and military channels.
Our airway management products and related devices are designed to enable use of standard and advanced anesthesia techniques in both pre-hospital emergency and hospital settings. Our key products include laryngoscopes, supraglottic airways, endotracheal tubes and atomization devices, which are branded under our LMA, Rusch and MAD trade names.
Our pain management product line includes epidurals, catheters and disposable pain pumps for regional anesthesia, designed to improve patients’ post-operative pain experience, which are branded under our Arrow trade name.
Our hemostatic products accelerate the body's natural clotting cascade and are used in trauma situations where bleeding is difficult to control. The portfolio consists of external hemostats used by first responders, interventional products used in the catheter lab, and trauma products used by trauma surgeons, which are branded under our QuikClot trade name.
Surgical: Our Surgical product category consists of single-use and reusable devices designed for use in a variety of surgical procedures. These products primarily consist of metal and polymer ligating clips, fascial closure surgical systems used in laparoscopic surgical procedures, percutaneous surgical systems, a powered bariatric stapler, and other surgical instruments used in Ear, Nose and Throat and Cardio-Vascular and Thoracic procedures. Our significant surgical brands include Weck, MiniLap, Pleur-Evac, Deknatel, KMedic, Pilling and Titan SGS.
Interventional Urology: Our Interventional Urology product category includes the UroLift System, a minimally invasive technology for treating lower urinary tract symptoms due to benign prostatic hyperplasia, or BPH. The UroLift System involves the placement of permanent implants, typically through a transurethral outpatient procedure, that holds the prostate lobes apart to relieve compression on the urethra without cutting, heating or removing prostate tissue. In 2023, we expanded our product portfolio with the acquisition of Palette Life Sciences AB (“Palette”), which adds a portfolio of hyaluronic acid gel-based products primarily utilized in the treatment of
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urological diseases, including Barrigel, a rectal spacing product used in connection with radiation therapy treatment of prostate cancer. Our Interventional Urology product portfolio is most heavily weighted in our Americas segment.
Respiratory: Our respiratory products are used in a variety of care settings and primarily consist of humidification and oxygen therapy products. This product category previously included aerosol therapy, spirometry and ventilation management products, as well as certain other oxygen therapy products, all of which were included in the Respiratory business divestiture.
Urology: Our urology product portfolio provides bladder management for patients in the hospital and individuals in the home care markets. The product portfolio consists principally of a wide range of catheters (including Foley and intermittent), urine collectors, catheterization accessories and products for operative endourology, which are marketed under the Teleflex and Rusch brand names. Our urology product portfolio is most heavily weighted in our EMEA segment.
OEM: Our OEM product category designs, manufactures and supplies devices and instruments for other medical device manufacturers. Our OEM portfolio, which includes the TFX Medical OEM, TFX OEM, Deknatel and HPC Medical brands, provides custom extrusions, micro-diameter film-cast tubing, diagnostic and interventional catheters, balloons and balloon catheters, film-insulated fine wire, coated mandrel wire, conductors, sheath/dilator introducers, specialized sutures and performance fibers, bioabsorbable sutures, yarns and resins. Our OEM product portfolio is presented within our Americas segment.
OUR MARKETS
We generally serve three end-markets: hospitals and healthcare providers, medical device manufacturers and home care. These markets are affected by a number of factors, including demographics, utilization and reimbursement patterns. The following charts depict the percentage of net revenues for the years ended December 31, 2024, 2023 and 2022 derived from each of our end markets:
GOVERNMENT REGULATION
We are subject to comprehensive government regulation both within and outside the U.S. relating to the development, manufacture, sale and distribution of our products.
Regulation of Medical Devices in the U.S.
All of our medical devices manufactured or distributed in the U.S. are subject to requirements set forth by the Federal Food, Drug, and Cosmetic Act (“FDC Act”) and regulations promulgated by the FDA under the FDC Act, which are enforced by the FDA. The FDA and, in some cases, other government agencies administer requirements for the methods used in, and the facilities and controls used for, the design, manufacture, packaging, labeling, storage, installation, servicing, marketing, importing and exporting of all finished devices intended for human use. Additional FDA requirements include premarket clearance and approval, advertising and promotion, distribution and post-market surveillance of our medical devices and establishment of registration and device listing for our facilities.
Unless an exemption, pre-amendment grandfather status (that is, medical devices legally marketed in the U.S. before May 28, 1976) or FDA enforcement discretion applies, each medical device that we market in the U.S. must
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first receive either clearance as a Class I or, typically, a Class II device (after submitting a premarket notification (“510(k)”) or approval as a Class III device (after filing a premarket approval application (“PMA”)) from the FDA pursuant to the FDC Act. To obtain 510(k) clearance, a manufacturer must demonstrate to the FDA that the proposed device is substantially equivalent to a legally marketed device (a 510(k)-cleared device, a pre-amendment device for which FDA has not called for PMAs or a device with a de novo authorization), referred to as the "predicate device." Substantial equivalence is established by the applicant showing that the proposed device has the same intended use as the predicate device, and it either has the same technological characteristics or has been shown to be equally safe and effective and does not raise different questions of safety and effectiveness as compared to the predicate device. The FDA’s 510(k) clearance process requires regulatory competence to execute and usually takes four to nine months, but it can last longer. A device that is not eligible for the 510(k) process because there is no predicate device may be reviewed by the FDA through the de novo process (the process for granting marketing authorization when no substantially equivalent device exists) if the FDA agrees it is a low to moderate risk device. A device that is not exempt from premarket review and is not eligible for 510(k) clearance or de novo authorization is categorized as Class III and must follow the PMA approval pathway, which requires proof of the safety and effectiveness of the device to the FDA’s satisfaction. The process of obtaining PMA approval also requires specific regulatory competence and is more costly, lengthy and uncertain than the 510(k) or de novo processes. The PMA process generally takes from one to three years or even longer. Our portfolio of existing products and pipeline of potential new products consist primarily of Class I (510(k) exempt) and Class II devices that require 510(k) clearance, although a few are 510(k)-exempt. In addition, certain modifications made to devices after they receive clearance or approval may require a new 510(k) clearance or approval of a PMA or PMA supplement. We cannot be sure that 510(k) clearance or PMA approval will be obtained in a timely matter if at all for any device that we propose to market.
A clinical trial is almost always required to support a PMA application and is sometimes required for a 510(k) clearance or a de novo authorization. The sponsor of a clinical trial must comply with and conduct the study in accordance with the applicable federal regulations, including the FDA’s requirements for investigational device exemption (“IDE”) requirements and good clinical practice (“GCP”). Clinical trials must also be approved, and are subject to continuing oversight, by an institutional review board ("IRB"), which is an appropriately constituted group that has been formally designated to review biomedical research involving human subjects and which has the authority to approve, require modifications to, or disapprove research to protect the rights, safety, and welfare of human research subjects. The FDA may order the temporary or permanent hold or discontinuation of a clinical trial at any time, or impose other sanctions, if it believes that the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial subjects. An IRB may also require the clinical trial to be halted at a given clinical trial site for failure to comply with the IRB’s requirements or to adequately ensure the protection of human subjects, or may impose other conditions. Conducting medical device clinical trials is a complex and costly activity and frequently requires the use of outsourced resources that specialize in planning, conducting and/or monitoring the clinical trial for the medical device manufacturer.
A device placed on the market must comply with numerous regulatory requirements. Those regulatory requirements include, but are not limited to, the following:
•device listing and establishment registration;
•adherence to the Quality System Regulation (“QSR”), which requires stringent design, testing, control, documentation, complaint handling and other quality assurance procedures;
•labeling, including advertising and promotion, requirements;
•unique device identifier (“UDI”) requirements for device labels, packaging, and, for certain reusable devices, direct marking of certain reusable devices and for submission of information to FDA’s Global Unique Device Identification Database (“GUDID”);
•prohibitions against the promotion of off-label uses or indications;
•adverse event and malfunction reporting (Medical Device Reports or "MDRs");
•post-approval restrictions or conditions, potentially including post-approval clinical trials or other required testing;
•post-market surveillance requirements;
•the FDA’s recall authority, whereby it can require or request the recall of products from the market; and
•reporting and documentation of voluntary corrections or removals.
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Certain of our medical devices are sold in kits that include a drug component, such as lidocaine. These types of kits are generally regulated as combination products within the Center for Devices and Radiological Health ("CDRH") under the device regulations because the device provides the primary mode of action of the kit. Although the kit as a whole is regulated as a medical device, it may be subject to certain drug requirements such as current good manufacturing practices (“cGMPs”) and adverse drug experience reporting requirements, to the extent applicable to the drug-component repackaging activities and subject to inspection to verify compliance with cGMPs as well as other regulatory requirements.
Our manufacturing facilities, as well as those of certain of our suppliers, are subject to periodic and for-cause inspections by FDA personnel to verify compliance with the QSR (21 CFR Part 820) as well as other regulatory requirements. Similar inspections and audits are performed by Notified Bodies to verify compliance to applicable ISO standards (e.g. ISO 13485:2016), by auditing organizations under the Medical Device Single Audit Program ("MDSAP") applicable to regulatory requirements of Australia, Brazil, Canada, Japan and the U.S., and/or by regulatory authorities to verify compliance with medical device regulations and requirements from the countries in which we distribute product. If the FDA were to find that we or one or more of our suppliers have failed to comply with applicable regulations, it could institute a wide variety of enforcement actions, ranging from issuance of a warning or untitled letter to more severe sanctions, such as product recalls or seizures, civil penalties, consent decrees, injunctions, criminal prosecution, operating restrictions, partial suspension or total shutdown of production, refusal to permit importation or exportation, refusal to grant, or delays in granting, clearances or approvals or withdrawal or suspension of existing clearances or approvals. The FDA also has the authority under certain circumstances to request repair, replacement or refund of the cost of any medical device manufactured or distributed by us. Any of these actions could have an adverse effect on our business.
Regulation of Medical Devices Outside of the U.S.
Medical device laws also are in effect in many of the markets outside of the U.S. in which we do business. These laws range from comprehensive device approval requirements for some or all of our products to requests for product data or certifications. Inspection of and controls over manufacturing, as well as monitoring of device-related adverse events, are components of most of these regulatory systems. Manufacturing certification requirements and audits through the MDSAP program or other regulatory authority inspections also apply. In addition, the European Union (“EU”) has adopted the EU Medical Device Regulation (the “EU MDR”), which imposes stricter requirements for the marketing and sale of medical devices as compared to the predecessor Medical Device Directive (the "EU MDD"), including in the area of clinical evaluation requirements, quality systems, economic operators and post-market surveillance. The EU MDR went into effect in May 2021. As of the effective date, new and modified devices must be certified under, and be compliant with, the EU MDR. Devices that previously satisfied EU MDD requirements can continue to be marketed in the EU, subject to certain limitations, until the expiration of their current EU MDD certifications, but certain EU MDR requirements went into effect for such devices in May 2021. In February 2023, the European Parliament and Council approved an amendment to extend the EU MDR certification deadline for currently marketed devices past May 2024, with December 2027 as the new deadline for highest-risk devices and December 2028 for lower-risk devices. We will need to obtain new certifications under the EU MDR for medical devices previously authorized under the EU MDD. As a result, Teleflex will incur expenditures in connection with the new registration of medical devices that previously had been registered under the MDD. Failure to obtain EU MDR certifications prior to the expiration of existing EU MDD certifications may limit our ability to sell certain products in the EU until EU MDR certification is obtained. Failure to meet the applicable EU MDR requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements.
Healthcare Laws
We are subject to various federal, state and local laws in the U.S. targeting fraud and abuse in the healthcare industry. These laws prohibit us from, among other things, soliciting, offering, receiving or paying any remuneration to induce the referral or use of any item or service reimbursable under Medicare, Medicaid or other federally or state financed healthcare programs. Violations of these laws are punishable by imprisonment, criminal fines, civil monetary penalties and exclusion from participation in federal healthcare programs. In addition, we are subject to federal and state false claims laws in the U.S. that prohibit the submission of false payment claims under Medicare, Medicaid or other federally or state funded programs. Certain marketing practices, such as off-label promotion, and violations of federal anti-kickback laws may also constitute violations of these laws.
In addition, we are subject to various federal and state reporting and disclosure requirements related to the healthcare industry. Rules issued by the Centers for Medicare & Medicaid Services ("CMS") require us to collect and report information on payments or transfers of value to physicians, physician assistants, nurse practitioners,
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clinical nurse specialists, certified registered nurse anesthetists, certified nurse-midwives and teaching hospitals, as well as investment interests held by physicians and their immediate family members. The reported data is available to the public on the CMS website. Failure to submit required information may result in civil monetary penalties. In addition, several states now require medical device companies to report expenses relating to the marketing and promotion of device products and to report gifts and payments to individual physicians in these states. Other states prohibit various other marketing-related activities. The federal government and certain other states require the posting of information relating to clinical studies and their outcomes. The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with the different compliance and/or reporting requirements among a number of jurisdictions increases the possibility that a regulated company may violate one or more of the requirements, resulting in increased compliance costs that could adversely impact our results of operations.
Further, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “Affordable Care Act”), imposes regulatory mandates and other measures designed to contain the cost of healthcare, in addition to annual reporting and disclosure requirements on device manufacturers for any “transfer of value” made or distributed to physicians or teaching hospitals. Violations of these laws are punishable by a range of fines, penalties and other sanctions.
Other Regulatory Requirements
We are also subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws applicable in jurisdictions outside the U.S. that generally prohibit companies and their intermediaries from improperly offering or paying anything of value to non-U.S. government officials for the purpose of obtaining or retaining business. Because of the predominance of government-sponsored healthcare systems around the world, most of our customer relationships outside of the U.S. are with government entities and are therefore subject to such anti-bribery laws. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced government corruption to some degree, and in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. In the sale, delivery and servicing of our medical devices and software outside of the U.S., we must also comply with various export control and trade embargo laws and regulations, including those administered by the Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Department of Commerce’s Bureau of Industry and Security (“BIS”) which may require licenses or other authorizations for transactions relating to certain countries and/or with certain individuals identified by the U.S. government. Despite our global trade and anti-corruption compliance program, our internal control policies and procedures may not always protect us from liability for the reckless or criminal acts committed by our employees, distributors or other agents. Violations of these requirements are punishable by criminal or civil sanctions, including substantial fines and imprisonment.
COMPETITION
The medical device industry is highly competitive. We compete with many companies, ranging from small start-up enterprises to companies that are larger and more established than us and have access to significantly greater financial resources. Furthermore, extensive product research and development and rapid technological advances characterize the market in which we compete. We must continue to develop and acquire new products and technologies for our businesses to remain competitive. We believe that we compete primarily on the basis of clinical superiority and innovative features that enhance patient benefit, product reliability, performance, customer and sales support, and cost-effectiveness.
SALES AND MARKETING
Our product sales are made directly to hospitals, healthcare providers, distributors and to original equipment manufacturers of medical devices through our own sales forces, independent representatives and independent distributor networks.
BACKLOG
Most of our products are sold to hospitals or healthcare providers on orders calling for delivery within a few days or weeks, with longer order times for products sold to medical device manufacturers. Therefore, our backlog of orders is not indicative of revenues to be anticipated in any future 12-month period.
PATENTS AND TRADEMARKS
We own a portfolio of patents, patents pending and trademarks. We also license various patents and trademarks. Patents for individual products extend for varying periods based upon the date of patent filing or grant
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and the legal term of patents in the various countries where patent protection is obtained. Trademark rights may potentially extend for longer periods of time and are dependent upon national laws and use of the marks. All product names throughout this document are trademarks owned by, or licensed to, us or our subsidiaries. Although these have been of value and are expected to continue to be of value in the future, we do not consider any single patent or trademark, except for the Teleflex name and the Arrow brand, to be essential to the operation of our business.
SUPPLIERS AND MATERIALS
Materials used in the manufacture and sterilization of our products are purchased from a large number of suppliers in diverse geographic locations. We are not dependent on any single supplier for a substantial amount of the materials used, the components supplied and the sterilization services provided for our overall operations. Most of the materials, components and sterilization services we utilize are available from multiple sources, and where practical, we attempt to identify alternative suppliers. However, our ability to establish alternate sources of supply of materials and sterilization services may be delayed due to FDA and other regulatory authority requirements regarding the manufacture and sterilization of our products. Volatility in commodity prices, and freight costs, can have a significant impact on the cost of producing and supplying certain of our products.
RESEARCH AND DEVELOPMENT
We are engaged in both internal and external research and development. Our research and development efforts support our strategic objectives to provide innovative new, safe and effective products that enhance clinical value by reducing infections, improving patient and clinician safety, enhancing patient outcomes and enabling less invasive procedures.
We also acquire or license products and technologies that are consistent with our strategic objectives and enhance our ability to provide a full range of product and service options to our customers.
SEASONALITY
Portions of our revenues are subject to seasonal fluctuations. The incidence of flu and other disease patterns and, to a lesser extent, the frequency of elective medical procedures affect revenues related to single-use products. Historically, we have experienced higher sales in the fourth quarter as a result of these factors.
HUMAN CAPITAL
As of December 31, 2024, we employed approximately 14,100 employees, including 4,000 employees in the U.S. and 10,100 employees in 35 other countries around the world. Our global supply chain employees make up 60% of the total employee population and are located primarily in Mexico, Malaysia, the U.S. and the Czech Republic. Our commercial organization comprises 20% of the global employee base. The remaining 20% of employees work in various corporate functions, based in each of our locations.
We believe our employees are a significant differentiating factor and play a critical role in our ability to deliver on our commitments to patients and execute our strategy to our customers and shareholders. This was reinforced in 2024 with the roll-out of our new employer brand and its tagline: "Empowering your future in healthcare." Our management team places significant focus and attention on matters affecting our people, particularly our commitment to our Core Values, capability development, total rewards and diversity, as well as how each employee experiences our culture.
Inclusive Culture
The inclusive culture of our organization is critical to the human capital we attract, develop and retain and who, in turn, contribute to the results and success of our company. Our culture is framed by our Core Values – building trust, entrepreneurial spirit and making our workplace fun, with people at the center of all we do. We strive to develop and sustain our culture by embedding these values in all aspects of our organization, including our human capital strategies.
At Teleflex, our Core Values define our company, shape our inclusive culture, guide our business practices, and direct the way we interact with our stakeholders. The inclusivity of our culture is embedded in our activities, decisions, governance, and innovations, all contributing to the achievement of accessible, equitable and sustainable healthcare for all.
Across the organization, our Employee Resources Groups (ERGs), which are open to all employees, extend to each of our four regions and provide our people with employee-driven communities. These communities focus on
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initiatives such as supporting working parents and caregivers, coordinating mentorship and development opportunities, promoting cultural awareness and understanding, and connecting employees with shared experiences, interests or backgrounds.
We continue our efforts to cultivate a representative and inclusive workforce that reflects the communities in which we work and serve. These efforts are supported through engaging and partnering with local organizations, educational institutions and recruiting firms for a variety of opportunities in Teleflex including vacancies, co-op placements and internships. In partnering with local organizations, we are better able to address how we can best serve and support marginalized populations in our communities. Some representative examples from our global supply chain include:
•In our Mexico and Malaysia manufacturing sites, we have implemented a hiring and onboarding program supporting employees with special needs. This has had a tremendous impact on our contribution to the local community, as well as in our employee engagement and sense of purpose.
•In our North American Distribution Center, we have implemented a program focused on hiring candidates coming from a disadvantaged or vulnerable background. This program has also had a very meaningful impact on our local community and employee engagement.
Talent Management, Development and Learning
We are committed to providing our employees with opportunities for growth, development, and career advancement and to building a high-performance culture that supports our Core Values throughout the employee lifecycle. We have a clear talent management process that provides regular coaching check-ins between employees and their managers to review the employee’s developmental objectives and career progression. We also regularly review our talent portfolio and succession plans to ensure we can deliver on our company strategy.
In addition, we offer several internal educational and training resources to employees throughout our organization. Among these resources is the Teleflex Academy, a curriculum that provides learning opportunities for our employees to further develop their skills and receive training across broad subject areas such as leadership; communications; sales; customer service; and business acumen.
Total Rewards
Our commitment to our employees is to provide fair, equitable and competitive compensation and benefits packages to all employees globally. To that end we continuously review and calibrate employee roles and responsibilities to ensure we are offering equal pay for equal work, and we actively manage our global compensation and benefit programs to ensure we can attract and retain the critical human capital we need to continue to deliver on our commitments to employees, customers, patients and shareholders. We believe our compensation and benefits offering is aligned to competitive market pay levels and, along with our culture and Core Values, acts to incentivize the right behaviors and actions to achieve the best results for the organization. We structure our compensation to include a mix of pay components of base salary, short-term cash incentives and long-term incentives. We offer employees health, welfare and retirement benefits and have implemented policies addressing paid time off, flexible work schedules, employee assistance, parental leave and family benefits, among others.
In 2021 and 2023, we performed an in-depth pay equity analysis on the pay practices within our organization. As part of that analysis on our compensation programs, no systemic gender bias was identified and within the United States, no systemic ethnicity bias was identified. We continue to explore where we can expand our pay equity analyses in the jurisdictions in which we operate. We conduct pay equity analyses on a regular, periodic basis to ensure we continue to align to our commitments and Core Values.
Environmental, Health and Safety
Our Environmental Health and Safety (EHS) vision is to protect the safety and health of Teleflex personnel and the environments in which we operate. We have a vested interest in protecting our most valuable assets – our employees. Everyone is a steward of EHS, fostering a culture of being actively responsible in all our operations. We remain fully committed to complying with all relevant EHS legislation and to achieving our vision. We have and will continue to expend resources to construct, maintain, operate, and improve our facilities across the globe for environmental, health, safety and sustainability of our operations for the protection and benefit of our employees and others. Further, we understand that our environment is both complex and delicate, and we prioritize managing and limiting the impact our business has on the environment as part of our Zero Harm Culture. As we continue to
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review our commitments to environmental sustainability, we have initiated programs to track and lower our consumption of energy, water and gas as well as reduce waste and the use of hazardous materials. In addition, we have developed an EHS program focused in the areas of training our personnel with respect to, deploying and auditing global EHS standards as well as other programs to engage our employees on EHS initiatives.
ENVIRONMENTAL
We are subject to various environmental laws and regulations both within and outside the U.S. Our operations, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While we continue to devote resources to compliance with existing environmental laws and regulations, we cannot ensure that our costs of complying with current or future environmental protection, health and safety laws and regulations, including, without limitation, those related to climate change, will not exceed our estimates or will not have a material adverse effect on our business, financial condition, results of operations and cash flows. Further, we cannot ensure that we will not be subject to environmental claims for personal injury or cleanup in the future based on our past, present or future business activities.
INVESTOR INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, we file reports, proxy statements and other information with the Securities and Exchange Commission (SEC). The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
You can access financial and other information about us in the Investors section of our website, which can be accessed at www.teleflex.com. We make available through our website, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with or furnished to the SEC under Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing such material to the SEC. The information on our website is not part of this Annual Report on Form 10-K. The reference to our website address is intended to be an inactive textual reference only.
We are a Delaware corporation incorporated in 1943. Our executive offices are located at 550 East Swedesford Road, Suite 400, Wayne, PA 19087.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names and ages of our executive officers and the positions and offices held by each such officer are as follows:
| Name | Age | Positions and Offices with Company | ||||||||||||
| Liam J. Kelly | 58 | Chairman, President and Chief Executive Officer | ||||||||||||
| Thomas E. Powell | 63 | Executive Vice President and Chief Financial Officer | ||||||||||||
| Cameron P. Hicks | 60 | Corporate Vice President, Human Resources and Communications | ||||||||||||
| Daniel V. Logue | 51 | Corporate Vice President, General Counsel and Secretary | ||||||||||||
| Jay White | 51 | Corporate Vice President and President, Global Commercial | ||||||||||||
| James Winters | 52 | Corporate Vice President, Manufacturing and Supply Chain | ||||||||||||
Mr. Kelly has been our President and Chief Executive Officer since January 2018 and has been Chairman of our Board of Directors since May 2020. From May 2016 to December 31, 2017, Mr. Kelly served as our President and Chief Operating Officer. From April 2015 to April 2016, he served as Executive Vice President and Chief Operating Officer. From April 2014 to April 2015, Mr. Kelly served as Executive Vice President and President, Americas. From June 2012 to April 2014 Mr. Kelly served as Executive Vice President and President, International. He also has held several positions with regard to our EMEA segment, including President from June 2011 to June 2012, Executive Vice President from November 2009 to June 2011, and Vice President of Marketing from April 2009 to November 2009. Prior to joining Teleflex, Mr. Kelly held various senior level positions with Hill-Rom Holdings, Inc., a medical device company, from October 2002 to April 2009, serving as its Vice President of International Marketing and R&D from August 2006 to February 2009.
Mr. Powell has been our Executive Vice President and Chief Financial Officer since February 2013. From March 2012 to February 2013, Mr. Powell was Senior Vice President and Chief Financial Officer. He joined Teleflex
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in August 2011 as Senior Vice President, Global Finance. Prior to joining Teleflex, Mr. Powell served as Chief Financial Officer and Treasurer of Tomotherapy Incorporated, a medical device company, from June 2009 until June 2011. In 2008, he served as Chief Financial Officer of Textura Corporation, a software provider. From April 2001 until January 2008, Mr. Powell was employed by Midway Games, Inc., a software provider, serving as its Executive Vice President, Chief Financial Officer and Treasurer from September 2001 until January 2008. Mr. Powell has also held leadership positions with Dade Behring, Inc., PepsiCo, Bain & Company, Tenneco Inc. and Arthur Andersen & Company.
Mr. Hicks has been our Corporate Vice President, Human Resources and Communications since April 2013. Prior to joining Teleflex, Mr. Hicks served as Executive Vice President of Human Resources & Organizational Effectiveness for Harlan Laboratories, Inc., a private global provider of pre-clinical and non-clinical research services, from July 2010 to March 2013. From April 1990 to January 2010, Mr. Hicks held various leadership roles with MDS Inc., a provider of products and services for the development of drugs and the diagnosis and treatment of disease, including Senior Vice President of Human Resources for MDS’ global Pharma Services division from November 2000 to January 2010.
Mr. Logue has been our Corporate Vice President, General Counsel and Secretary since January 2021. Mr. Logue joined Teleflex in 2004 and previously held the positions of Deputy General Counsel from February 2017 to December 2020, Associate General Counsel from March 2013 to January 2017 and Assistant General Counsel from June 2004 to February 2013. Prior to joining Teleflex, Mr. Logue was an associate at the law firm of Pepper Hamilton LLP (now Troutman Pepper Locke LLP) from September 1999 to June 2004.
Mr. White has been our Corporate Vice President and President, Global Commercial since February 2021. From February 2017 to January 2021, Mr. White served as our President, The Americas, and from December 2013 to January 2017 he served as President and General Manager, Vascular. From January 2013 to November 2013, Mr. White served as our President and General Manager, Surgical. Prior to that, he served as our Vice President and General Manager, Surgical from January 2010 to December 2012. Mr. White joined Teleflex in March 2005 as our Director of Marketing, North America. Prior to joining Teleflex, Mr. White worked at Covidien plc (now part of Medtronic plc) where he held senior leadership positions in sales and marketing over a five-year period.
Mr. Winters has been our Corporate Vice President, Manufacturing and Supply Chain since February 2020. He previously held the position of Vice President, Global Manufacturing from March 2018 to January 2020. Prior to joining Teleflex, Mr. Winters held various senior management and operational roles with the DePuy Synthes division of Johnson & Johnson, a healthcare company, from August 2005 to February 2018. Most recently, Mr. Winters served as Vice President of Global Manufacturing for Global Joint Reconstruction for DePuy Synthes from February 2015 to February 2018. Prior to that, Mr. Winters served as Plant Manager for the DePuy Synthes Ireland Manufacturing Operation.
Our officers are elected annually by our board of directors. Each officer serves at the discretion of the board.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the following factors which could have a material adverse effect on our business, financial condition, results of operations, cash flows or stock price. The risks below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition, results of operations or stock price.
Risks Relating to our Business and Operations
We face strong competition. Our failure to successfully develop and market new products could adversely affect our business.
The medical device industry is highly competitive. We compete with many domestic and foreign medical device companies ranging from small start-up enterprises that might sell only a single or limited number of competitive products or compete only in a specific market segment, to companies that are larger and more established than us, have a broad range of competitive products, participate in numerous markets and have access to significantly greater financial and marketing resources than we do. We also face competition from providers of alternative medical therapies, such as pharmaceutical companies. For example, though their long-term impact remains uncertain, the increased use and the recent FDA approval of glucagon-like peptide 1 ("GLP-1") products for the treatment of chronic weight management has impacted the demand for bariatric surgery procedures and our Titan SGS product line acquired as part of our 2022 acquisition of Standard Bariatrics Inc.
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In addition, the medical device industry is characterized by extensive product research and development and rapid technological advances. The future success of our business will depend, in part, on our ability to design and manufacture new products and enhance existing products. Our product development efforts may require us to make substantial investments. There can be no assurance that we will be able to successfully develop new products, enhance existing products or achieve market acceptance of our products, due to, among other things, our inability to identify viable new products; maintain sufficient liquidity to fund our investments in research and development and product acquisitions; obtain adequate intellectual property protection; gain market acceptance of new products; or successfully obtain regulatory approvals.
In addition, our competitors currently may be developing, or may develop in the future, products that provide better features, clinical outcomes or economic value than those that we currently offer or subsequently develop. Our failure to successfully develop and market new products or enhance existing products, and to compete successfully with others in the medical device industry, could have a material adverse effect on our business, financial condition and results of operations.
Finally, we are susceptible to industry consolidation among competitors and vertical integration by customers. Larger competitors resulting from consolidations may have certain advantages over us, including, but not limited to: substantially greater financial and other resources with which to withstand adverse economic or market conditions and pursue development, engineering, manufacturing, marketing and distribution of their products; presence in key markets; patent protection; and greater name recognition. In addition, we may be at a competitive disadvantage to our peers if we fail to identify attractive opportunities to consolidate with larger or smaller companies to expand our business. Consolidation among our competitors and integration among our customers could erode our market share, negatively impact our capacity to compete and require us to restructure our operations, any of which would have a material adverse effect on our business.
Our customers depend on third party coverage and reimbursements, and the failure of healthcare programs to provide sufficient coverage and reimbursement for our medical products could adversely affect us.
The ability of our customers to obtain coverage and reimbursement for our products is important to our business. Demand for many of our existing and new medical products is, and will continue to be, affected by the extent to which government healthcare programs and private health insurers reimburse our customers for patients’ medical expenses in the countries where we do business. Even when we develop or acquire a promising new product, demand for the product may be limited unless reimbursement approval is obtained from private and government third party payors. Internationally, healthcare reimbursement systems vary significantly. In some countries, medical centers are constrained by fixed budgets, regardless of the volume and nature of patient treatment. Other countries require application for, and approval of, government or third party reimbursement. Without both favorable coverage determinations by, and the financial support of, government and third party insurers, the market for many of our medical products would be adversely affected. In this regard, we cannot be sure that third party payors will maintain the current level of coverage and reimbursement to our customers for use of our existing products. Adverse coverage determinations, including reductions in the amount of reimbursement, could harm our business by discouraging customers’ selection of, and reducing the prices they are willing to pay for, our products.
In addition, as a result of their purchasing power, third party payors have implemented and are continuing to implement cost cutting measures such as seeking discounts, price reductions or other incentives from medical products suppliers and imposing limitations on coverage and reimbursement for medical technologies and procedures. These trends could compel us to reduce prices for our products and could cause a decrease in the size of the market or a potential increase in competition that could negatively affect our business, financial condition and results of operations.
Moreover, the growing trend in the United States and other countries toward limiting healthcare expenses through cost containment measures may continue to exert downward pressure on our product pricing. Governments in the markets in which we do business have used a variety of mechanisms to control healthcare costs, such as price controls, collective purchasing, and the imposition of competitive bidding and tenders. For example, China has implemented regional and national programs for volume-based procurement of medical device products designed to reduce healthcare costs, which require manufacturers to meet specific quality, quantity and pricing requirements to be awarded tenders. Volume-based procurement and similar programs in China and other countries are likely to have an adverse impact on future results due to reduced pricing.
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We are subject to extensive government regulation, which may require us to incur significant expenses to ensure compliance. Our failure to comply with those regulations could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our products are medical devices and are subject to extensive regulation in the U.S. by the FDA and by comparable government agencies in other countries. The regulations govern, among other things, the development, design, clinical testing, premarket clearance and approval, manufacturing, labeling, importing and exporting and sale and marketing of many of our products. Moreover, these regulations are subject to future change.
In the U.S., before we can market a new medical device, or a new use of, or claim for, or significant modification to, an existing product, we generally must first receive either 510(k) clearance or de novo authorization or approval of a premarket approval application, or PMA, from the FDA. Similarly, most major markets for medical devices outside the U.S. also require clearance, approval, authorization or compliance with certain standards before a product can be commercially marketed. In the EU, the EU MDR went into effect in May 2021 and includes significant additional pre- and post-market requirements. The process of obtaining regulatory clearances and approvals to market a medical device, particularly from the FDA and certain foreign government authorities, can be costly and time consuming, and clearances and approvals might not be granted for new products on a timely basis, if at all. In addition, once a device has been cleared or approved, a new clearance or approval may be required before the device may be modified or its labeling changed. Furthermore, the FDA or a foreign government authority may make its review and clearance or approval process more rigorous, which could require us to generate additional clinical or other data, and expend more time and effort, in obtaining future product clearances or approvals. The regulatory clearance and approval process may result in, among other things, delayed realization of product revenues, substantial additional costs or limitations on indicated uses of products, any one of which could have a material adverse effect on our financial condition and results of operations. Even after a product has received marketing approval or clearance, such product approval or clearance can be withdrawn or limited due to unforeseen problems with the device or issues relating to its application, or the FDA or a foreign government authority may change the classification of a product, which could require additional clinical studies and new marketing submissions.
Failure to comply with applicable regulations could lead to adverse effects on our business, which could include:
•partial suspension or total shutdown of manufacturing;
•product shortages;
•delays in product manufacturing;
•warning or untitled letters;
•fines or civil penalties;
•delays in or restrictions on obtaining new regulatory clearances or approvals;
•withdrawal or suspension of required clearances, approvals or licenses;
•product seizures or recalls;
•injunctions;
•criminal prosecution;
•advisories or other field actions;
•operating restrictions; and
•prohibitions against exporting of products to, or importing products from, countries outside the U.S.
We could be required to expend significant financial and human resources to remediate failures to comply with applicable regulations and quality assurance guidelines. In addition, civil and criminal penalties, including exclusion under Medicaid or Medicare, could result from certain regulatory violations. Any one or more of these events could have a material adverse effect on our business, financial condition and results of operations.
Medical devices are cleared or approved for one or more specific intended uses and performance claims must be adequately substantiated. Promoting a device for a use outside of the cleared or approved intended use or population, that is, an off-label use, or making false, misleading or unsubstantiated claims could result in government enforcement action.
Furthermore, our facilities are subject to periodic inspection by the FDA and other federal, state and foreign government authorities, which require manufacturers of medical devices to adhere to certain regulations, including the FDA’s QSR, which requires, among other things, periodic audits, design controls, quality control testing and documentation procedures, as well as complaint evaluations and investigation. In addition, any facilities assembling
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kits that include drug components and are registered as drug repackaging establishments are also subject to current good manufacturing practices requirements for drugs. The FDA also requires the reporting of certain adverse events and product malfunctions and requires the reporting of certain recalls or other field safety corrective actions for medical devices. Issues identified through such inspections and reports may result in FDA enforcement action through any of the actions discussed above. Moreover, issues identified through such inspections and reports may require significant resources to resolve.
We are subject to healthcare fraud and abuse laws, regulation and enforcement; our failure to comply with those laws could have a material adverse effect on our results of operations and financial condition.
We are subject to healthcare fraud and abuse regulation and enforcement by the federal government and the governments of those states and foreign countries in which we conduct our business. The laws that may affect our ability to operate include:
•the federal healthcare anti-kickback statute, which, among other things, prohibits persons from knowingly and willfully offering or paying remuneration, one purpose of which is to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as Medicare and Medicaid, or soliciting payment for such referrals, purchases, orders and recommendations;
•federal false claims laws which, among other things, prohibit individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment from the federal government, including Medicare, Medicaid or other third-party payors;
•the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits schemes to defraud any healthcare benefit program and false statements relating to healthcare matters; and
•state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers.
If our operations are found to be in violation of any of these laws or any other government regulations, we may be subject to penalties, including civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, the exclusion from participation in federal and state healthcare programs and imprisonment of personnel, any of which could adversely affect our ability to operate our business and our financial results. The risk of our being found to have violated these laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations.
Further, the Affordable Care Act, through the Physician Payments Sunshine Act, imposes annual reporting and disclosure requirements on device manufacturers for any “transfer of value” made or distributed to physicians or teaching hospitals, physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists (including anesthesiology assistants) and certified nurse-midwives. The reported information is made publicly available in a searchable format. In addition, device manufacturers are required to report and disclose any ownership or investment interests held by physicians and their immediate family members during the preceding calendar year. Failure to submit required information may result in civil monetary penalties for each payment, transfer of value or ownership or investment interests not reported in an annual submission, up to an aggregate of $150,000 per year (and up to an aggregate of $1 million per year for “knowing failures”), as adjusted annually for inflation.
There are also certain states, including Connecticut, Massachusetts, and Vermont, that require device manufacturers to track and report payments or transfers of value provided to certain health care providers and health care entities. In addition, some states, such as California, Connecticut, Nevada and Massachusetts, mandate implementation of compliance programs that include restrictions on certain interactions and items of value that may be provided to health care providers, as well as the tracking and reporting of certain items of value, compensation for consulting and other services, and other remuneration to healthcare providers. Further, we are subject to a law in Vermont that imposes a ban on providing certain items of value and payments to health care providers. The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with the different compliance and/or reporting requirements among a number of jurisdictions increases the possibility that we may inadvertently violate one or more of the requirements, resulting in increased compliance costs that could adversely impact our results of operations.
We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and may experience business disruptions associated with restructuring, facility consolidations, realignment, cost reduction and other strategic initiatives.
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Over the past several years we have implemented a number of restructuring, realignment and cost reduction initiatives, including facility consolidations, organizational realignments and reductions in our workforce, and we may engage in similar efforts in the future. While we have realized some efficiencies from these initiatives, we may not realize the benefits of these or future initiatives to the extent we anticipated. Further, such benefits may be realized later than expected, and the ongoing difficulties in implementing these measures may be greater than anticipated, which could cause us to incur additional costs or result in business disruptions. In addition, if these measures are not successful or sustainable, we may be compelled to undertake additional restructuring, realignment and cost reduction efforts, which could result in significant additional charges. Moreover, if our restructuring, realignment and cost reduction efforts prove ineffective, our ability to achieve our strategic and business plan goals may be adversely affected.
As part of our efforts to increase operating efficiencies, we have implemented a number of initiatives over the past several years to consolidate our enterprise resource planning, or ERP, systems. In addition, we currently are in the early stages of a multi-year phased conversion to upgrade our global ERP system to mitigate the risks associated with our vendor's planned end of support for the current version of our existing ERP system. This conversion will represent a substantial undertaking and require the investment of significant personnel and financial resources. To date, we have not experienced any significant disruptions to our business or operations in connection with these initiatives. However, as we continue our efforts to upgrade and further consolidate our ERP systems, we could experience business disruptions, which could adversely affect customer relationships and divert the attention of management away from daily operations. In addition, any delays in the implementation of these initiatives could cause us to incur additional unexpected costs. Should we experience such difficulties, our business, cash flows and results of operations could be adversely affected.
Disruptions in sterilization of our products or regulatory initiatives further restricting the use of ethylene oxide in sterilization facilities could adversely affect our results of operations and financial condition.
Many of our products require sterilization prior to sale. A common method for sterilizing medical products involves the use of ethylene oxide, which is listed as a hazardous air pollutant under the Clean Air Act, as amended, and emissions of which are regulated by the U.S. Environmental Protection Agency ("EPA") and other regulatory authorities. Companies in the sterilization industry may face private litigation that could result in financial difficulties that could ultimately make it difficult or undesirable for such companies to continue in the sterilization business. In addition, sterilization activities are subject to substantial governmental oversight and attention that could disrupt their operations. One of our contract sterilizers, Sterigenics U.S., LLC, uses ethylene oxide in its sterilization process, including at its facilities in Smyrna, Cobb County, Georgia and Santa Teresa, New Mexico, which have sterilized some of our vascular, surgical, intermittent catheter and OEM products. In recent years, Sterigenics' operations at both its Smyrna and Santa Teresa facilities have been subject to legal proceedings related to the facilities' use of ethylene oxide in their sterilization operations. While both plants are currently operating normally, should their operations be suspended or adversely affected, our ability to provide affected products to our customers could be impaired if we are unable to utilize alternate facilities and sources for sterilization services.
In addition, in 2019, the attorneys general of 15 states and the District of Columbia sent a letter to the EPA urging that the EPA promptly propose and finalize stricter standards for ethylene oxide emissions. Subsequently, the EPA solicited information and comments from the public on proposed revisions to regulations regarding ethylene oxide emissions and collected information from commercial sterilizers about ethylene oxide sterilization processes and emissions. In April 2023, the EPA released a proposed rule under the Clean Air Act that would require commercial sterilizers to install pollution control equipment to reduce ethylene oxide emissions and implement methods to continuously monitor emissions and report results to the EPA. In April 2024, the EPA issued the final version of the rule, establishing new standards for ethylene oxide emissions for commercial sterilizers. Sterilizers must comply with the new standards by April 6, 2026, or April 5, 2027, depending on certain characteristics of existing operations, or upon startup for new operations. Failure of our contract sterilizers to achieve compliance with the final rule by the applicable deadline would significantly impair our ability to provide sufficient quantities of sterilized products to our customers and compel us to seek sterilization alternatives that do not entail the use of ethylene oxide. We cannot assure that we would be able to identify such alternatives. In the event we were to experience any disruptions in our ability to sterilize our products, whether due to capacity constraints or regulatory or other impediments (including, among other things, regulatory initiatives directed generally to sterilization facilities that utilize ethylene oxide), or we are unable to transition to alternative facilities in a timely or cost effective manner in the event one or more of the facilities we use is affected, we could experience a material adverse impact with respect to our results of operations and financial condition.
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A significant portion of our U.S. revenues is derived from sales to distributors, and “destocking” activity by these distributors can adversely affect our revenues and results of operations.
A significant portion of our revenues in the U.S. is derived from sales to distributors, which, in turn, sell our products to hospitals and other health care institutions. From time to time, these distributors may decide to reduce their levels of inventory with regard to certain of our products, a practice we refer to as “destocking.” A distributor's decision to reduce inventory levels with respect to our products may be based on a number of factors, such as distributor expectations regarding demand for a particular product, distributor buying decisions (including decisions to purchase competing products), changes in distributor policies regarding the maintenance of inventory levels, economic conditions and other factors. Following such instances of reduced purchases, distributors may revert to previous purchasing levels; nevertheless, we cannot assure that distributors will, in fact, increase purchases of our products in this manner. A decline in the level of product purchases by our U.S. distributors in the future could have a material adverse effect on our revenues and results of operations during a reporting period, and an extended decline in such product purchases could have a longer term material adverse effect.
We may incur material losses and costs as a result of product liability and warranty claims, as well as product recalls, any of which may adversely affect our results of operations and financial condition. Furthermore, our reputation as a medical device company may be damaged if one or more of our products are, or are alleged to be, defective.
Our businesses expose us to potential product liability risks related to the design, manufacture, labeling and marketing of our products. In particular, our medical device products are often used in surgical and intensive care settings for procedures involving seriously ill patients. In addition, many of our products are designed to be implanted in the human body for varying periods of time. Product defects or inadequate disclosure of product-related risks with respect to products we manufacture or sell could result in patient injury or death. Product liability and warranty claims often involve very large or indeterminate amounts, including punitive damages. The magnitude of potential losses from product liability lawsuits may remain unknown for substantial periods of time, and the related legal defense costs may be significant. We could experience material warranty or product liability losses in the future and incur significant costs to defend these claims.
In addition, if any of our products are, or are alleged to be, defective, we may voluntarily conduct, or be required by regulatory authorities to conduct, a recall of that product. In the event of a recall, we may lose sales and be exposed to individual or class-action litigation claims. Moreover, negative publicity regarding a quality or safety issue, whether accurate or inaccurate, could harm our reputation, decrease demand for our products, lead to product withdrawals or impair our ability to successfully launch and market our products in the future. Product liability, warranty and recall costs may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Volatility in domestic and global financial markets, including inflation, interest rate fluctuations, and global supply chain disruptions, could adversely impact our results of operations, financial condition and liquidity.
We are subject to risks arising from adverse changes in general domestic and global economic conditions, including inflation, interest rate fluctuations, and supply chain disruptions. The economic slowdown and disruption of credit markets that occurred several years ago led to recessionary conditions and depressed levels of consumer and commercial spending, resulting in reductions, delays or cancellations of purchases of our products and services. We cannot predict the duration or extent of any economic recovery or the extent to which our customers will return to more typical spending behaviors. The continuation in a number of markets of weak economic growth, constricted credit, public sector austerity measures in response to public budget deficits and foreign currency volatility, particularly with respect to the euro, could have a material adverse effect on our results of operations, financial condition and liquidity.
Although we maintain allowances for doubtful accounts to cover the estimated losses which may occur when customers cannot make their required payments, we cannot assure that the loss rate will not increase in the future given the volatility in the worldwide economy. If our allowance for doubtful accounts is insufficient to address receivables we ultimately determine are uncollectible, we would be required to incur additional charges, which could materially adversely affect our results of operations. Moreover, our inability to collect outstanding receivables could adversely affect our financial condition and cash flow from operations.
In addition, adverse economic and financial market conditions may result in future impairment charges with respect to our goodwill and other intangible assets, which would not directly affect our liquidity but could have a material adverse effect on our reported financial results.
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Our strategic initiatives, including acquisitions, may not produce the intended growth in revenue and operating income, which could have a material adverse effect on our operating results.
Our strategic initiatives include making significant investments designed to achieve revenue growth and to enable us to meet or exceed margin improvement targets. If we do not achieve the expected benefits from these investments or otherwise fail to execute on our strategic initiatives, we may not achieve the growth improvement we are targeting, and our results of operations may be adversely affected.
In addition, as part of our strategy for growth, we have made, and may continue to make, acquisitions and divestitures and enter into strategic alliances such as joint ventures and joint development agreements. However, we may not be able to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully, and our joint ventures or strategic alliances may not prove to be successful. In this regard, acquisitions involve numerous risks, including difficulties in the integration of acquired operations, technologies, services and products and the diversion of management’s attention from other business concerns. Moreover, the products and technologies that we acquire may not be successful or may require us to devote significantly greater development, marketing and other resources, as well as significantly greater investments, than we anticipated. We could also experience negative effects on our results of operations and financial condition from acquisition-related charges, amortization of intangible assets, asset and goodwill impairment charges and other matters that could arise in connection with the acquisition of a company or business, including matters related to internal control over financial reporting and regulatory compliance, as well as the short-term effects of increased costs on results of operations. Although our management will endeavor to evaluate the risks inherent in any particular transaction, there can be no assurance that we will identify all such risks or the magnitude of the risks. In addition, prior acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial additional indebtedness and expenditures. Future acquisitions may also result in potentially dilutive issuances of equity securities. There can be no assurance that difficulties encountered in connection with acquisitions will not have a material adverse effect on our business, financial condition and results of operations.
In connection with certain of our completed acquisitions, we have agreed to pay consideration that is contingent upon the achievement of specified objectives, such as receipt of regulatory approval, commercialization of a product or achievement of sales targets. As of the acquisition date, we record a contingent liability representing the estimated fair value of the contingent consideration we expect to pay. On a quarterly basis, we reassess these obligations and, in the event our estimate of the fair value of the contingent consideration changes, we record increases or decreases in the fair value as an adjustment to operating earnings, which could have a material impact on our results of operations. As of December 31, 2024, we accrued $49.3 million of contingent consideration related to completed business combinations, most of which related and Palette. In addition, actual payments may differ materially from the amount of the contingent liability, which could have a material impact on our results of operations, cash flows and liquidity. For information regarding assumptions related to our contingent consideration liabilities, see “Critical Accounting Policies and Estimates” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K. For additional information regarding our acquisitions, see Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K.
Our results of operations and financial condition may be adversely affected by public health epidemics or pandemics, as occurred with respect to the recent COVID-19 epidemic and pandemic.
We are subject to risks associated with public health threats, such as the recent COVID-19 epidemic and pandemic. As with COVID-19, such events could significantly impact economic activity and markets around the world and, as a result, have negative effects on our operations, financial performance and cash flows. Such effects would depend on various factors, including, but not limited, to: the occurrence, spread, duration and severity of any outbreaks; governmental, business and individuals’ actions that may be taken in response to an epidemic or pandemic (including restrictions on travel, transport and workforce pressures, and deferrals or postponements of elective procedures); the impact of such a crisis, and actions taken in response thereto, on global and regional economies, travel and economic activity; the availability of federal, state, local or non-U.S. funding programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the timing and pace of recovery as such a crisis subsides, which could be impacted by a number of factors, including limited provider capacity to perform procedures using our products that were deferred as a result of the epidemic or pandemic.
These and other impacts of epidemics or pandemics could have the effect of heightening many of the other risks described herein. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. However, these effects could have an adverse impact on our liquidity,
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capital resources, operations and business and those of the third parties on which we rely, and such impact could be material.
Health care reform may have a material adverse effect on our industry and our business.
Political, economic and regulatory developments have effected fundamental changes in the healthcare industry. The Affordable Care Act substantially changed the way health care is financed by both government and private insurers. It also encourages improvements in the quality of health care products and services and significantly impacts the U.S. pharmaceutical and medical device industries. Among other things, the Affordable Care Act:
•established a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in and conduct comparative clinical effectiveness research;
•implemented payment system reforms, including a national pilot program to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain health care services through bundled payment models; and
•created an independent payment advisory board that will submit recommendations to reduce Medicare spending if projected Medicare spending exceeds a specified growth rate.
We cannot predict at this time the full impact of other healthcare reform measures that may be adopted in the future on our financial condition, results of operations and cash flows. In this regard, several legislative initiatives to repeal and replace the Affordable Care Act have been proposed, but not adopted, since its passage. U.S. tax legislation adopted in December 2017 and commonly referred to as the Tax Cuts and Jobs Act ("TCJA") eliminated the individual mandate under the Affordable Care Act, which has resulted in increased uncertainty regarding insurance premium prices for participants in insurance exchanges under the act, and may have other effects. While several recent legal challenges to the Affordable Care Act have been unsuccessful, further challenges may be mounted in the future. The nature and effect of any modification or repeal of, or legislative substitution for, the Affordable Care Act, or any court decision regarding the act's validity, is uncertain, and we cannot predict the effect that any of these events would have on the longer-term viability of the act, or on our financial condition, results of operations or cash flows.
We are subject to risks associated with our non-U.S. operations.
We have significant manufacturing and distribution facilities, research and development facilities, sales personnel and customer support operations in a number of countries outside the U.S., including Belgium, the Czech Republic, Ireland, Malaysia and Mexico. In addition, a significant portion of our non-U.S. revenues are derived from sales to third party distributors. As of December 31, 2024, 73% of our full-time employees were employed in countries outside of the U.S., and 57% of our net property, plant and equipment was located outside the U.S. In addition, for the years ended December 31, 2024, 2023 and 2022, 38%, 37% and 36%, respectively, of our net revenues (based on the Teleflex entity generating the sale) were derived from operations outside the U.S.
Our international operations are subject to risks inherent in doing business outside the U.S., including:
•exchange controls, currency restrictions and fluctuations in currency values;
•trade protection measures, tariffs and other duties, especially in light of trade disputes between the U.S. and several foreign countries, including China;
•potentially costly and burdensome import or export requirements;
•laws and business practices that favor local companies;
•changes in foreign medical reimbursement policies and procedures;
•impacts on pricing due to national and regional tenders, including volume-based procurement practices and government-imposed payback provisions;
•subsidies or increased access to capital for firms that currently are or may emerge as competitors in countries in which we have operations;
•substantial non-U.S. tax liabilities, including potentially negative consequences resulting from changes in tax laws;
•restrictions and taxes related to the repatriation of non-U.S. earnings;
•differing labor regulations;
•additional U.S. and foreign government controls or regulations;
•public health epidemics;
•difficulties in the protection of intellectual property; and
•unsettled political and economic conditions and possible terrorist attacks against American interests.
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In addition, the U.S. Foreign Corrupt Practices Act (the “FCPA”) prohibits companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Similar anti-bribery laws are in effect in several foreign jurisdictions. The FCPA also imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which, among other things, are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments to government officials, and to prevent the establishment of “off the books” slush funds from which such improper payments can be made. Because of the predominance of government-sponsored health care systems around the world, many of our customer relationships outside of the U.S. are with government entities and are therefore subject to such anti-bribery laws. Our policies mandate compliance with these anti-bribery laws. However, we operate in many parts of the world that have experienced government corruption to some degree. Despite meaningful measures that we undertake to facilitate lawful conduct, which include training and compliance programs and internal control policies and procedures, we may not always prevent reckless or criminal acts by our employees, distributors or other agents. In addition, we may be exposed to liability due to pre-acquisition conduct of employees, distributors or other agents of businesses or operations we acquire. Violations of anti-bribery laws, or allegations of such violations, could disrupt our operations, involve significant management distraction and have a material adverse effect on our business, financial condition, results of operations and cash flows. We also could be subject to severe penalties and other adverse consequences, including criminal and civil penalties, disgorgement of profits, imposition of a court-appointed or compliance monitor, debarment from participation in U.S. government contracts, substantial expenditures related to further enhancements to our procedures, policies and controls, personnel changes and other remedial actions, as well as harm to our reputation.
Furthermore, we are subject to the export controls and economic embargo rules and regulations of the U.S., including the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Assets Control within the Department of the Treasury, as well as other laws and regulations administered by the Department of Commerce. These regulations limit our ability to market, sell, distribute or otherwise transfer our products or technology to prohibited countries or persons. While we train our employees and contractually obligate our distributors to comply with these regulations, we cannot assure that a violation will not occur, whether knowingly or inadvertently. Failure to comply with these rules and regulations may result in substantial civil and criminal penalties, including fines and the disgorgement of profits, the imposition of a court-appointed monitor, the denial of export privileges and debarment from participation in U.S. government contracts, any of which could have a material adverse effect on our international operations or on our business, results of operations, financial condition and cash flows.
Additionally, in connection with the ongoing conflict between Russia and Ukraine, the U.S. government has imposed enhanced export controls on certain products and sanctions on certain industry sectors and parties in Russia. Although our sales into Russia did not constitute a material portion of our total revenue in 2024, further escalation of geopolitical tensions, including as a result of the imposition of additional economic sanctions, could have a broader impact that expands into other markets where we do business, which could adversely affect our business and/or our supply chain, business partners or customers in the broader region.
Finally, with respect to tariffs and trade disputes, the Trump administration has proposed or enacted tariffs and substantial changes to trade policies, which could adversely affect our business. For example, the Trump administration has imposed tariffs on certain foreign products, including most recently from Canada, Mexico and China, that in the past have resulted in and may result in future retaliatory tariffs on U.S. goods and products. We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), or what actions may be taken by the other countries in retaliation, or the impact, if any, that any policy changes could have on our business. Any of the foregoing could have a material adverse effect on our financial condition, results of operations or cash flows.
Future material impairments to the value of our goodwill or other intangible assets would negatively affect our operating results.
Goodwill and intangible assets represent a significant portion of our assets. Goodwill is the excess of cost, or carrying value, over the fair market value of net assets acquired in business combinations. We test annually during the fourth quarter for any goodwill impairment, and also test in periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. Impairment charges could result from adverse changes to our earnings forecasts, our strategic goals, or broader macroeconomic conditions. If, due to such adverse changes, we are required to write down all or a significant part of our goodwill, our operating results would be negatively affected.
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As described more fully in Item 7 and Note 8 to the consolidated financial statements of this Annual Report on Form 10-K, in connection with preparing the financial statements for the year ended December 31, 2024, we determined that the carrying value of the IU reporting unit exceeded its fair value, and we therefore recognized an impairment charge of $240 million in the goodwill impairment line in the Consolidated Statements of Income. The charge was primarily driven by the recognition of intensifying competition in the industry and sustained revenue short-falls due to persistent end-market challenges. We anticipate this combination of price and volume challenges is likely to continue to impact future growth rates of the IU reporting unit. Continued adverse changes to macroeconomic conditions or our earnings forecasts would lead to additional goodwill impairment charges and such charges would negatively affect our results of operations.
Foreign currency exchange rate, commodity price and interest rate fluctuations may adversely affect our results.
We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates, commodity prices and interest rates. Products manufactured in, and sold into, foreign markets represent a significant portion of our operations. Our consolidated financial statements reflect translation of financial statements denominated in non-U.S. currencies to U.S. dollars, our reporting currency, as well as the foreign currency exchange gains and losses resulting from the remeasurement of assets and liabilities and from transactions denominated in currencies other than the primary currency of the country in which the entity operates, which we refer to as "non-functional currencies." A strengthening or weakening of the U.S. dollar in relation to the foreign currencies of the countries in which we sell or manufacture our products, such as the euro, will affect our U.S. dollar-reported revenue and income. Although we have entered into forward contracts with several major financial institutions to hedge a portion of our monetary assets and liabilities and projected cash flows denominated in non-functional currencies in order to reduce the effects of currency rate fluctuations, changes in the relative values of currencies may, in some instances, have a significant effect on our results of operations.
Many of our products have significant plastic resin content. We also use quantities of other commodities, such as aluminum and steel. Increases in the prices of these commodities could increase the costs of our products and services. We may not be able to pass on these costs to our customers, particularly with respect to those products we sell under group purchase agreements, which could have a material adverse effect on our results of operations and cash flows.
Increases in interest rates may adversely affect the financial health of our customers and suppliers, thereby adversely affecting their ability to buy our products and supply the components or raw materials we need. In addition, our borrowing costs have been adversely affected by recent interest rate increases and could be further affected if interest rates continue to increase. Any of these events could have a material adverse effect on our financial condition, results of operations and cash flows.
Fluctuations in our effective tax rate and changes to tax laws may adversely affect us.
As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. Our effective tax rate is derived from a combination of applicable tax rates in the various countries, states and other jurisdictions in which we operate. In preparing our financial statements, we estimate the amount of tax that will become payable in each of these jurisdictions. Our effective tax rate may, however, differ from the estimated amount due to numerous factors, including a change in the mix of our profitability from country to country. Further, many countries continue to consider changes in their tax laws by implementing new initiatives such as the Organization for Economic Co-operation and Development’s (the "OECD") Pillar Two global minimum tax, which will likely impact the amount of taxes that multinational companies such as Teleflex pay in the future. Various countries have already enacted or are in the process of incorporating the Pillar Two framework within their tax laws. While we continue to monitor these changes and their potential implications, the aggressive nature of the timeline set by the OECD for adoption of this framework, the lack of detailed guidance provided to date and the complexities surrounding its implementation may mean that all implications for business may not have been fully analyzed or understood before rules are finalized. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations, which could have an adverse effect on our business, financial condition, results of operations and cash flows.
An interruption in our manufacturing or distribution operations or our supply of raw materials may adversely affect our business.
Many of our key products are manufactured at or distributed from single locations, and the availability of alternate facilities is limited. If operations at one or more of our facilities is suspended due to natural disasters or other events, including, without limitation, those due to climate change, we may not be able to timely manufacture or
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distribute one or more of our products at previous levels or at all. Furthermore, our ability to establish replacement facilities or to substitute suppliers may be delayed due to regulations and requirements of the FDA and other regulatory authorities regarding the manufacture of our products. In addition, in the event of delays or cancellations in shipments of raw materials by our suppliers, we may not be able to timely manufacture or supply the affected products at previous levels or at all. The manufacture of our products is highly exacting and complex, due in part to strict regulatory requirements. Problems in the manufacturing process, including equipment malfunction, failure to follow specific protocols and procedures, defective raw materials and environmental factors, could lead to delays in product releases, product shortages, unanticipated costs, lost revenues and damage to our reputation. A failure to identify and address manufacturing problems prior to the release of products to our customers may also result in quality or safety issues. A reduction or interruption in manufacturing or distribution, or our inability to secure suitable alternative sources of raw materials or components or finished goods used in our kits, could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our ability to attract, train, develop and retain key employees is important to our success.
Our success depends, in part, on our ability to continue to retain key personnel, including our executive officers and other members of our senior management team. Our success also depends, in part, on our ability to attract, train, develop and retain other key employees, including research and development, sales, marketing and operations personnel. We may experience difficulties in retaining executives and other employees due to many factors, including the intense competition for skilled personnel in our industry, fluctuations in global economic and industry conditions, changes in our organizational structure, our restructuring initiatives, competitors’ hiring practices and the effectiveness of our compensation programs.
Our inability to attract, train, develop and retain such personnel could have an adverse effect on our business, results of operations, financial condition and cash flows.
Our failure to maintain strong relationships with physicians and other health care professionals could adversely affect us.
We depend on our ability to maintain strong working relationships with physicians and other healthcare professionals in connection with research and development for some of our products. We rely on these professionals to provide us with considerable knowledge and advice regarding the development and use of these products. Physicians assist us as researchers, product consultants, inventors and public speakers. If we fail to maintain our working relationships with physicians and, as a result, no longer have the benefit of their knowledge and advice, our products may not be developed in a manner that is responsive to the needs and expectations of the professionals who use and support our products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our technology is important to our success, and our failure to protect our intellectual property rights could put us at a competitive disadvantage.
We rely on the patent, trademark, copyright and trade secret laws of the U.S. and other countries to protect our proprietary rights. Although we own numerous U.S. and foreign patents and have submitted numerous patent applications, we cannot be assured that any pending patent applications will issue, or that any patents, issued or pending, will provide us with any competitive advantage or will not be challenged, invalidated or circumvented by third parties. In addition, we rely on confidentiality and non-disclosure agreements with employees and take other measures to protect our know-how and trade secrets. The steps we have taken may not prevent unauthorized use of our technology by competitors or other persons who may copy or otherwise obtain and use these products or technology, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the U.S. We cannot assure that current and former employees, contractors and other parties will not breach their confidentiality agreements with us, misappropriate proprietary information, copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Our inability to protect our proprietary technology could adversely affect our business, financial condition, results of operations and cash flows. Moreover, there can be no assurance that others will not independently develop know-how and trade secrets comparable to ours or develop better technology than our own, which could reduce or eliminate any competitive advantage we have developed.
Our products or processes may infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages or prevent us from selling our products.
We cannot be certain that our products do not and will not infringe issued patents or other intellectual property rights of third parties. We may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the intellectual property rights of third parties. Any such claims, whether
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or not meritorious, could result in litigation and divert the efforts of our personnel. If we are found liable for infringement, we may be compelled to enter into licensing agreements (which may not be available on acceptable terms or at all) or to pay damages or cease making or selling certain products. We may need to redesign some of our products or processes to avoid future infringement liability. Any of the foregoing events could be detrimental to our business.
Other pending and future litigation may involve significant costs and adversely affect our business.
We are party to various lawsuits and claims arising in the normal course of business involving, among other things, contracts, intellectual property, acquisitions and divestitures, import and export regulations, and employment and environmental matters. The defense of these lawsuits may divert our management’s attention and may involve significant legal expenses. In addition, we may be required to pay damage awards or settlements, or become subject to injunctions or other equitable remedies, that could have a material adverse effect on our financial condition and results of operations. While we do not believe that any litigation in which we are currently engaged would have such an adverse effect, the outcome of litigation, including regulatory matters, is often difficult to predict, and we cannot assure that the outcome of pending or future litigation will not have a material adverse effect on our business, financial condition, results of operations or cash flows.
Disruption of critical information systems or material breaches in the security of our systems may adversely affect our business and customer relationships.
We rely on information technology systems to process, transmit, and store electronic information in our day-to-day operations. We also rely on our technology infrastructure, among other functions, to enable us to interact with customers and suppliers, fulfill orders, generate invoices, collect and make payments, ship products, provide support to customers, fulfill contractual obligations and otherwise perform business functions. Our internal information technology systems, as well as those systems maintained by third-party providers, may be subjected to computer viruses or other malicious codes, unauthorized access attempts, and cyber-attacks, any of which could result in data leaks or otherwise compromise our confidential or proprietary information and disrupt our operations. Cyber-attacks are becoming more sophisticated and frequent, and in some cases have caused significant harm. Although we have taken numerous measures to protect our information systems and enhance data security, we cannot assure that these measures will prevent security breaches that could have a significant impact on our business, reputation and financial results. If we fail to monitor, maintain or protect our information technology systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to these systems, we could, among other things, lose customers, have difficulty preventing fraud, have disputes with customers, physicians and other health care professionals, be subject to regulatory sanctions or penalties, incur expenses, lose revenues or suffer other adverse consequences. Any of these events could have a material adverse effect on our business, results of operations, financial condition or cash flows.
Our operations expose us to the risk of material environmental and health and safety liabilities.
We are subject to numerous foreign, federal, state and local environmental protection and health and safety laws governing, among other things:
•the generation, storage, use and transportation of hazardous materials;
•emissions or discharges of substances into the environment;
•the impacts of industrial operations on climate change; and
•the health and safety of our employees.
These laws and regulations are complex, change frequently and have tended to become more stringent over time. We cannot provide assurance that our costs of complying with current or future environmental protection and health and safety laws, or our liabilities arising from past or future releases of, or exposures to, hazardous substances, which may include claims for personal injury or cleanup, will not exceed our estimates or will not adversely affect our financial condition and results of operations.
The effects of climate change or legal, regulatory or market measures intended to address climate change could adversely affect our business, results of operations, financial condition and cash flows.
Risks associated with climate change are subject to increasing societal, regulatory and political focus in the U.S. and globally. While the effects of climate change in the near- and long-term are difficult to predict, shifts in weather patterns caused by climate change are expected to increase the frequency, severity and duration of certain adverse weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, wildfires, droughts, extreme temperatures or flooding, which could cause more significant business and supply chain interruptions, damage to
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our products and facilities as well as the infrastructure of hospitals, medical care facilities and other customers, reduced workforce availability, increased costs of raw materials and components, increased liabilities, and decreased revenues than what we have experienced in the past from such events. In addition, increased public concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change, which could include the adoption of more stringent environmental laws and regulations or stricter enforcement of existing laws and regulations, which could result in increased compliance burdens and costs to meet the regulatory obligations as well as adverse impacts on raw material sourcing, manufacturing operations and the distribution of our products. These include the new climate-related disclosure requirements and similar regulations established by California, the EU, and other international regulatory bodies concerning, among other things, sustainability, environmental protection, hazardous substance control, and the measuring and reporting of environmental data such as greenhouse gas emissions. Any such developments could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our workforce covered by collective bargaining and similar agreements could cause interruptions in our provision of products and services.
As of December 31, 2024, 6% of our employees in the U.S. and in other countries were covered by union contracts or collective bargaining arrangements. It is likely that a portion of our workforce will remain covered by collective bargaining and similar agreements for the foreseeable future. Strikes or work stoppages could occur that would adversely impact our relationships with our customers and our ability to conduct our business.
The proposed separation of our Urology, Acute Care and OEM businesses may not be completed on the terms or timeline currently contemplated, if at all.
We recently announced the proposed separation of Urology, Acute Care and OEM businesses. We may encounter challenges to executing the proposed separation of our Urology, Acute Care and OEM businesses on the terms and within the timeframe we announced, or at all. The separation will be subject to the satisfaction of a number of customary conditions, including, but not limited to, the final approval from the Company’s Board of Directors, the filing and effectiveness of a registration statement on Form 10, the receipt of a favorable Internal Revenue Service ruling and tax opinion the Company’s tax advisor with respect to the tax-free nature of the separation, the satisfactory completion of financing arrangements and the receipt of any necessary regulatory approvals. The failure to satisfy any of the required conditions could delay the completion of the proposed separation for a significant period of time or prevent it from occurring at all. Additionally, it is complex in nature, and unanticipated developments or changes, including disruptions in general market conditions, changes in law or challenges in executing the separation of the two businesses, may affect our ability to complete the separation on the terms or on the timeline we announced, or at all. The terms and conditions of the required regulatory authorizations and consents that are granted, if any, may also impose requirements, limitations or costs, or place restrictions on the conduct of the independent companies or impact our ability to complete the separation on the terms or timeline we announced, or at all.
Although we intend for the proposed separation to be tax-free to the Company’s stockholders for U.S. federal income tax purposes, there can be no assurance that the proposed separation will qualify for such treatment. The IRS ruling and opinion described above will be each based upon various factual representations and assumptions, as well as certain undertakings made by the Company and the new independent company. If any of these factual representations or assumptions are, or become, untrue or incomplete in any material respect, an undertaking is not complied with, or the facts upon which the ruling and opinion are based are materially different from the actual facts relating to the separation, reliance on the ruling and opinion may be jeopardized. If the separation was ultimately determined to be taxable for U.S. federal income tax purposes, we would incur a significant tax liability, while the distribution of shares of the new independent company to the Company’s stockholders would become taxable to them for U.S. federal income tax purposes and the new independent company could incur income tax liabilities as well. In addition, even if the separation is tax-free for U.S. federal income tax purposes, the Company and the new independent company may incur state, local, non-U.S. and/or non-income taxes in connection with the separation, including as a result of the incorporation of the OECD’s Pillar Two global minimum tax framework into local country tax laws, which taxes may be significant.
We will be exposed to new risks as a result of the proposed separation. The proposed separation may not achieve its anticipated benefits, or our costs may exceed our estimates.
Our businesses will face material challenges in connection with the proposed separation. These challenges include, without limitation, the diversion of management’s attention from ongoing business concerns; appropriately allocating assets and liabilities among the companies to be separated in the proposed separation, particularly given
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the complex nature of the separation; attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships, including with customers, distributors, suppliers, employees and other counterparties; maintaining our relationships with regulators; assigning customer contracts and intellectual property to each of the businesses; and potential negative reactions from the financial markets.
We have begun and will continue to incur significant expenses in connection with the proposed separation. These expenses may be higher than currently anticipated or may not yield a discernible benefit if the proposed separation is not completed on schedule or at all. In addition, the anticipated benefits of the proposed separation are based on a number of assumptions, some of which may prove incorrect, and we cannot predict with certainty when the expected benefits will occur, or the extent to which they will be achieved. As a result, even if the proposed separation is completed, it may not achieve some or all of the anticipated strategic, financial, operational or other benefits in the expected timeframe, or at all, which could adversely impact our business, results of operations or financial condition.
Further, even if the proposed separation is completed, we cannot assure you that each separate company will be successful. Completion of the separation will result in independent public companies that are smaller, less diversified companies, with more limited businesses concentrated in their respective verticals than Teleflex is today. As a result, each company will be more vulnerable to changing market conditions, which could have a material adverse effect on its business, financial condition and results of operations. In addition, the diversification of revenues, costs and cash flows will diminish, such that each company’s results of operations, cash flows, working capital, effective tax rate and financing requirements may be subject to increased volatility, and each company’s ability to fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities may be diminished. In addition, we may experience difficulty accessing, or reduced access to, the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade. Each company will also incur one-time and ongoing costs, including costs of operating as independent companies, that the separated businesses will no longer be able to share. In addition, until the market has fully analyzed the values of the separate companies, the price of our common stock and common stock of the new company may experience volatility. Our common stock or the common stock of the new company may not match some holders’ investment strategies or meet the minimum criteria for inclusion in stock market indices or portfolios, which could cause certain investors to sell their shares, which could in turn lead to declines in the trading price of such stock. As a result of any of the foregoing or other risks, the combined value of the common stock of the two publicly traded companies may be less than what the value of our common stock would have been absent the separation.
Risks Relating to our Financing Arrangements
Our substantial indebtedness could adversely affect our business, financial condition or results of operations.
As of December 31, 2024, we had total consolidated indebtedness of $1.7 billion.
Our substantial level of indebtedness increases the risk that we may be unable to generate cash sufficient to satisfy our debt obligations. It could also have significant effects on our business. For example, it could:
•increase our vulnerability to general adverse economic and industry conditions;
•require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures, research and development efforts and other general corporate expenditures;
•limit our ability to borrow additional funds for general corporate purposes;
•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•restrict us from pursuing business opportunities; and
•place us at a disadvantage compared to competitors that have less indebtedness.
If we do not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to pay our indebtedness when due or to fund our other liquidity needs, we may be forced to refinance all or a portion of our indebtedness, sell assets, reduce or delay capital expenditures, or seek to raise additional capital.
We may not be able to effect any of these actions on commercially reasonable terms or at all. Our ability to refinance our indebtedness will depend on our financial condition at the time, the restrictions in the instruments governing our outstanding indebtedness and other factors, including market conditions.
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Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition and results of operations.
Our debt agreements impose restrictions on our business, which could prevent us from pursuing business opportunities and taking other desirable corporate actions, and may adversely affect our ability to respond to changes in our business and manage our operations.
Our senior credit agreement and the indentures governing our 4.625% senior notes due 2027 (the "2027 Notes") and our 4.25% Senior Notes due 2028 (the "2028 Notes" and, together with the 2027 Notes, the "Senior Notes") contain covenants that, among other things, impose significant restrictions on our business. The restrictions that these covenants place on us and our restricted subsidiaries collectively include limitations on our and their ability to, among other things, incur additional indebtedness or issue preferred stock or otherwise disqualified stock; create liens; pay dividends, make investments or make other restricted payments; sell assets; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and enter into transactions with our affiliates.
In addition, our senior credit agreement also contains financial covenants, including covenants requiring maintenance of a consolidated leverage ratio, a secured leverage ratio and a consolidated interest coverage ratio, calculated in accordance with the terms of the senior credit agreement. A breach of any covenants under any one or more of our debt agreements could result in a default, which if not cured or waived, could result in the acceleration of all of our debt. In addition, any debt agreements we enter into in the future may further limit our ability to enter into certain types of transactions.
Under our cross-currency swap agreements, a meaningful decline in the U.S. dollar to euro exchange rate could have a material adverse effect on our cash flows.
We have entered into cross-currency swap agreements with several financial institutions to hedge against the effect of variability in the U.S. dollar to euro exchange rate. The swap agreements require an exchange of the notional amounts between us and the counterparties upon expiration or earlier termination of the agreements. If, at the expiration or earlier termination of the swap agreements, the U.S. dollar to euro exchange rate has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the excess of the U.S. dollar value over the euro principal amount (we and the counterparties have agreed to a net settlement with regard to the exchange of the notional amounts at the date of expiration or earlier termination of the agreements). In the event of a significant decline in the U.S. dollar to euro exchange rate, our payment obligations to the counterparties could have a material adverse effect on our cash flows. In this regard, if, at the expiration or earlier termination of our swap agreements, the U.S. dollar to euro exchange rate has declined by 10% from the rate in effect at the inception of our agreements, we would be required to pay approximately $75 million to the counterparties in respect of the notional settlement. To the extent we enter into additional cross-currency swap agreements, a decline in the relevant exchange rates could further adversely affect our cash flows.
Risks Relating to Ownership of our Common Stock
We may issue additional shares of our common stock or instruments convertible into our common stock, which could cause the price of our common stock to decline.
We are not restricted from issuing additional shares of our common stock or other instruments convertible into our common stock. As of December 31, 2024, we had outstanding approximately 46.3 million shares of our common stock, options to purchase 1.4 million shares of our common stock (of which approximately 1.1 million were vested as of that date), restricted stock units covering 0.2 million shares of our common stock (which are expected to vest over the next three years), performance stock units covering a maximum of 111,696 shares of our common stock (which are expected to vest over the next three years and depend on our performance with regard to specified financial measures and market performance of our common stock compared to designated public companies) and 38 shares of our common stock to be distributed from our deferred compensation plan. As of December 31, 2024, 3.6 million shares of our common stock remained available for future issuance under our 2023 Stock Incentive Plan. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock.
If we issue additional shares of our common stock or instruments convertible into our common stock, such issuances may materially and adversely affect the price of our common stock. Furthermore, our issuance of shares upon the exercise of some or all of the outstanding stock options, as well as the vesting of restricted stock units and some or all of the performance stock units will dilute the ownership interests of existing stockholders, and the
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subsequent sale in the public market of such shares of our common stock could adversely affect prevailing market prices of our common stock.
We may not pay dividends on our common stock in the future.
Holders of our common stock are entitled to receive dividends only as our board of directors may declare out of funds legally available for such payments. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, requirements under covenants in our debt instruments, legal requirements and other factors as our board of directors deems relevant. We cannot assure that our cash dividend will not be reduced, or eliminated, in the future.
Certain provisions of our corporate governing documents, Delaware law and our Senior Notes could discourage, delay, or prevent a merger or acquisition.
Provisions of our certificate of incorporation and bylaws could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock. For example, our certificate of incorporation authorizes our board of directors to determine the number of shares in a series, the consideration, dividend rights, liquidation preferences, terms of redemption, conversion or exchange rights and voting rights, if any, of unissued series of preferred stock, without any vote or action by our stockholders. Thus, our board of directors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. We are also subject to Section 203 of the Delaware General Corporation Law, which imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our common stock. These provisions could have the effect of delaying or deterring a third party from acquiring us even if an acquisition might be in the best interest of our stockholders, and accordingly could reduce the market price of our common stock.
Certain provisions in the indentures governing the Senior Notes could make it more difficult or more expensive for a third party to acquire us. Upon an acquisition event that constitutes a “change of control,” as defined in the indentures governing the Senior Notes, coupled with a downgrade in the ratings of the Senior Notes, holders of such notes will have the right to require us to purchase their notes in cash. Our obligations under the Senior Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, and accordingly could cause a reduction in the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Cyberattacks continue to evolve in sophistication and frequency. Among other things, an attack could impair our ability to interact with customers and suppliers, fulfill orders, generate invoices, collect and make payments, ship products, provide support to customers, fulfill contractual obligations and otherwise perform business functions.
Key Program activities include:
•Annual risk assessment to evaluate our profile against cyber risk threats;
•Global policies based on the guiding principles of security by design and least-privilege access;
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•Maintenance of a critical incident response plan and simulation programs, which include procedures to comply with material security incident reporting requirements in collaboration with key members of Executive Management;
•A communication framework designed to ensure that the individuals managing the Program are informed about, and in position to monitor the prevention, detection, mitigation, and remediation of, cybersecurity incidents;
•Internal and external security assessments and testing to determine our susceptibility to compromise, lateral movement, privilege escalation and overall cybersecurity internal control posture;
•Routine phishing simulations to identify areas for control enhancement and additional training;
•Periodic end-user security training and cyber-threat awareness;
•Suite of tools and processes to minimize the risk of security compromise in addition to detect controls alerting of potential malicious activity; and
•Review and approval process focused on evaluating cybersecurity posture and internal controls relating to third party service providers.
ITEM 2. PROPERTIES
We own or lease approximately 86 properties consisting of manufacturing plants, engineering and research centers, distribution warehouses, offices and other facilities. We believe that the properties are maintained in good operating condition and are suitable for their intended use. In general, our facilities meet current operating requirements for the activities currently conducted within the facilities.
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Our major facilities (those with 50,000 or greater square feet) at December 31, 2024 are as follows:
| Location | Primary use | Square Footage | Owned or Leased | |||||||||||||||||
| Olive Branch, MS | Distribution warehouse | 627,000 | Leased | |||||||||||||||||
| Kamunting, Malaysia | Manufacturing | 286,000 | Owned | |||||||||||||||||
| Tecate Mexico | Manufacturing | 172,000 | Owned | |||||||||||||||||
| Chihuahua, Mexico | Manufacturing | 153,000 | Owned | |||||||||||||||||
| Morrisville, NC | Office administration | 133,000 | Leased | |||||||||||||||||
| Maple Grove, MN | Manufacturing | 129,000 | Owned | |||||||||||||||||
| Zdar Nad Sazauou, Czech Republic | Manufacturing | 108,000 | Owned | |||||||||||||||||
| Trenton, GA | Manufacturing | 102,000 | Owned | |||||||||||||||||
| Chihuahua, Mexico | Manufacturing | 100,000 | Owned | |||||||||||||||||
| Hradec Kralove, Czech Republic | Manufacturing | 92,000 | Owned | |||||||||||||||||
| Chelmsford, MA | Manufacturing | 91,000 | Leased | |||||||||||||||||
| Kulim, Malaysia | Manufacturing | 90,000 | Owned | |||||||||||||||||
| Jaffrey, NH | Manufacturing | 90,000 | Owned | |||||||||||||||||
| Kamunting, Malaysia | Manufacturing | 77,000 | Leased | |||||||||||||||||
| Pleasanton, CA | Office administration | 76,000 | Leased | |||||||||||||||||
| Nuevo Laredo, Mexico | Manufacturing | 71,000 | Leased | |||||||||||||||||
| Chihuahua, Mexico | Manufacturing | 63,000 | Owned | |||||||||||||||||
| Reading, PA | Engineering and research | 63,000 | Leased | |||||||||||||||||
| Limerick, Ireland | Manufacturing | 58,000 | Owned | |||||||||||||||||
| Wayne, PA | Office administration | 58,000 | Leased | |||||||||||||||||
| Mansfield, MA | Manufacturing | 57,000 | Leased | |||||||||||||||||
| Plymouth, MN | Manufacturing | 55,000 | Leased | |||||||||||||||||
Operations in each of our business segments are conducted at locations both in and outside of the U.S. Of the facilities listed above, with the exception of Plymouth, MN, Jaffrey, NH, Mansfield, MA, Trenton, GA, and Limerick, Ireland, which are used solely for the OEM product category within our Americas segment, our facilities generally serve more than one business segment and are often used for multiple purposes, such as administrative/sales, manufacturing and warehousing/distribution.
In addition to the properties listed above, we own or lease approximately 600,000 square feet of additional warehousing, manufacturing and office space worldwide.
ITEM 3. 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, commercial disputes, acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of December 31, 2024 and 2023, we accrued liabilities of $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. 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. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange under the symbol “TFX.” As of February 25, 2025, we had 328 holders of record of our common stock. A substantially greater number of holders of our common stock are beneficial owners whose shares are held by brokers and other financial institutions for the accounts of beneficial owners.
Stock Performance Graph
The following graph provides a comparison of five year cumulative total stockholder returns of Teleflex common stock, the Standard & Poor’s (S&P) 500 Stock Index and the S&P 500 Healthcare Equipment & Supply Index. The annual changes for the five-year period shown on the graph are based on the assumption that $100 had been invested in Teleflex common stock and each index on December 31, 2019 and that all dividends were reinvested.
MARKET PERFORMANCE
| Company / Index | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | ||||||||||||||||||||||||||||||||
| Teleflex Incorporated | 100.00 | 109.75 | 87.92 | 67.16 | 67.48 | 48.48 | ||||||||||||||||||||||||||||||||
| S&P 500 Index | 100.00 | 118.40 | 152.39 | 124.79 | 157.59 | 197.02 | ||||||||||||||||||||||||||||||||
S&P 500 Healthcare Equipment & Supply Index | 100.00 | 118.81 | 142.45 | 112.36 | 123.08 | 135.21 | ||||||||||||||||||||||||||||||||
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Issuer Purchases of Equity Securities
The following table presents the repurchases of our common stock during the three months ended December 31, 2024:
| 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(1) | |||||||||||||||||||
September 30, 2024 - October 31, 2024 (2) | 172,351 | 172,351 | $ | 300,000,000 | |||||||||||||||||||
November 1, 2024 - November 30, 2024 | — | — | — | 300,000,000 | |||||||||||||||||||
December 1, 2024 - December 31, 2024 | — | — | — | 300,000,000 | |||||||||||||||||||
| Total | 172,351 | 172,351 | |||||||||||||||||||||
(1)On July 30, 2024, our Board of Directors authorized a share repurchase program for up to $500 million of our common stock. As of December 31, 2024, the remaining share repurchase capacity under the program was $300 million.
(2)Represents 172,351 additional shares, under the ASR, settled and transferred into treasury stock. The completed repurchases pursuant to the ASR had an average per share repurchase price of $235.17. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
ITEM 6. RESERVED
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are 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 medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. Approximately 92% of our net revenues come from single-use medical devices. 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 seek to optimize utilization of our facilities through restructuring initiatives designed to further reduce our cost base and enhance our competitive position. In addition, we may continue to explore opportunities to expand the size of our business and improve our 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, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors). Our 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. Further, we may identify opportunities to expand our margins through strategic divestitures of existing businesses and product lines that no longer meet our objectives.
Goodwill Impairment
Our goodwill impairment testing is performed annually during the fourth quarter of each fiscal year in addition to periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. During the second quarter of 2024, we identified indicators of a potential impairment related to our Interventional Urology North America reporting unit (the “IU reporting unit”), included within our Americas operating segment. The indicators of a potential impairment primarily arose from lower than anticipated sales results from our UroLift product line (“UroLift"), primarily driven by the adverse impact of persistent end-market challenges within the U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income and the market approaches, and no impairment to goodwill was recognized in the second quarter of 2024 as the fair value of the reporting unit exceeded the carrying value. During the third quarter of 2024, the IU reporting unit performed largely in line with the forecast used in the second quarter 2024 quantitative fair value test.
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In connection with preparing the financial statements for the year ended December 31, 2024, we performed our annual impairment test for goodwill and determined that the carrying value of the IU reporting unit exceeded its fair value. Consequently, we recognized a non-cash impairment charge of $240 million in the goodwill impairment line in the Consolidated Statements of Income. The charge was primarily driven by updates to our UroLift forecast, done as part of our annual operating plan process, which reflects management's expectations of a prolonged period of subdued revenue growth due to persistent end-market challenges and changes in competitive pressures in the short to mid-term. Moreover, we anticipate that challenges related to a combination of price, mainly within the office site of service, and volume, will likely continue to impact growth rates.
As of December 31, 2024, goodwill of the IU reporting unit was $403.9 million after the impairment charge. We estimated the fair value of the reporting unit using both the income and the market approaches. The more significant judgments and assumptions in determining the fair value of the IU reporting unit for our 2024 impairment assessments included the revenue growth rates, the projected operating margins and the discount rate. The quantitative assessment utilized a discount rate of 10.75%. A hypothetical 1% increase in our discount rate estimate used to determine the fair value of the estimated future cash flows would result in an additional impairment charge of $95.0 million.
Italian payback measure
In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, in the fourth quarter of 2022 the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure 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. During the year ended December 31, 2024 we recognized increases to our reserve, and corresponding reductions to revenue of $22.1 million. The increase in reserve for the year ended December 31, 2024 included $13.8 million pertaining to prior years stemming from the July 2024 ruling. As of December 31, 2024, our reserve related to this matter was $35.7 million. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants with regard to the enforceability of the payback law.
Pension termination
In 2023, we began the execution of a plan to terminate the Teleflex Incorporated Retirement Income Plan (the “TRIP”), a U.S. defined benefit pension plan. The TRIP is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, must be terminated in accordance with the requirements of ERISA and the process governed by the Pension Benefit Guaranty Corporation (the “PBGC”). The termination date of the TRIP was August 1, 2023, which is the date upon which the timing of the requirements for the formal termination process is based. On September 8, 2023, we filed the required notice regarding the TRIP termination with the PBGC. The termination process requires that all TRIP benefits be distributed to participants, beneficiaries and alternate payees or transferred to a group annuity contract or the PBGC. In December of 2023, we made payments to eligible participants, beneficiaries and alternate payees who elected the one-time lump sum distribution option offered in connection with the TRIP termination, resulting in the recognition of a pre-tax settlement charge of $45.2 million.
In 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of net pre-tax settlement charges of $132.7 million for the year-ended December 31, 2024. The participants, beneficiaries, and alternate payees whose benefits were transferred to the group annuity contract will each receive from such group annuity contract the full value of their benefit that accrued under the TRIP. The assets in the TRIP Trust exceed the estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus plan assets”) and as a result, we transferred $43.0 million of the surplus plan assets to a suspense account within the Teleflex 401(k) Savings Plan, a qualified defined contribution plan. These assets are restricted for future use in accordance with our election to use them to fund future employer contributions to participants in the Teleflex 401(k) Savings Plan. The surplus assets contributed to the suspense account remaining as of December 31, 2024 are
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included within prepaid and other current assets and other assets on the Consolidated Balance Sheet included below within this Annual Report on Form 10-K.
Acquisition of BIOTRONIK Vascular Intervention business
On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular Intervention business (the “VI Business”) of BIOTRONIK SE & Co. KG ("BIOTRONIK"). The acquisition will include 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. Under the terms of the agreement, we will acquire the VI Business for an initial cash payment of €760 million reduced by certain adjustments as provided in the purchase agreement including certain working capital not transferring and other customary adjustments. The acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to be completed in the third quarter of 2025.
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”), 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 eurodollar transactions denominated in 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.
In addition to amending our Credit Agreement, we also entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to economically hedge against the foreign currency exposure associated with the cash consideration needed to complete the VI Business acquisition.
We anticipate using the new delayed draw term loan along with revolving credit borrowings under the Credit Agreement and cash on hand to finance the VI Business acquisition. For the year ended December 31, 2024, we incurred transaction costs of $11.5 million in connection with the acquisition, which was recognized in selling, general and administrative expenses in the Consolidated Statement of Income. The majority of the transaction costs were recognized in the fourth quarter of 2024.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care (consisting of our Respiratory product category, the majority of our Anesthesia product category and certain products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the expected acquisition of the VI business will remain with Teleflex. We intend to target the completion of the transaction in the middle of 2026 via a distribution of newly issued shares of the new company to shareholders that is tax-free for U.S. tax purposes. There can be no guarantees that the proposed separation will be completed on the terms and within the timeframe we announced, or at all.
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Economic and other factors impacting our business
The healthcare industry has been impacted by shifts in the delivery, or site of service, of healthcare services, staffing shortages at healthcare facilities and government-led initiatives designed to reduce the cost of healthcare products. These factors have impacted and may continue to influence the demand for our products in the future.
Our operations, supply chain, contractors, suppliers, customers and other business partners are impacted by various global macroeconomic factors. During 2024, we experienced a general stabilization in overall cost inflation; however, materials and labor costs remain elevated compared to historical levels. We continue to monitor the impacts stemming from increases in interest rates and fluctuations in exchange rates driven by monetary policy decisions of central banks as well as ongoing geopolitical conflicts and the evolving global trade landscape, characterized by newly enacted, proposed and retaliatory tariffs. The implementation of such trade policies and tariffs could have a material adverse impact on our business.
We have implemented various measures designed to mitigate the future impacts of these factors impacting our business. Due to the dynamic nature of the macroeconomic and other factors discussed above, we cannot accurately predict the extent, duration, or our ability to offset the impact of these factors or the related effects on our business, results of operations, financial condition and cash flows.
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 businesses (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions within the first 12 months following the date of the acquisition. 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 any elimination of distributors, either through acquisition or termination of the distributor, from the sales channel. All dollar amounts in tables are presented in millions unless otherwise noted.
For a discussion of our results of operations comparison for 2023 and 2022, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 23, 2024. Discussion of our reportable segment results of operations comparison for 2023 and 2022 is included below within this Annual Report on Form 10-K to reflect the changes in our segment presentation, which occurred during the fourth quarter of 2024.
Comparison of 2024 and 2023
Revenues
| 2024 | 2023 | ||||||||||||||||
| Net Revenues | $ | 3,047.3 | $ | 2,974.5 | |||||||||||||
Net revenues for the year ended December 31, 2024 increased by $72.8 million, or 2.4%, compared to the prior year, primarily due to a $51.4 million contribution from price increases and a $43.0 million increase in sales of new products. Moreover, there was a net increase in sales volume of existing products, primarily due to higher global intra-aortic balloon ("IAB") pump sales, which were partially offset by a decline in sales related to our UroLift product line within our Americas segment. The increases in net revenues were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure and, to a lesser extent, a decrease from the net impact of acquired and divested businesses.
Gross profit
| 2024 | 2023 | ||||||||||||||||
Gross profit | $ | 1,702.7 | $ | 1,646.9 | |||||||||||||
Percentage of revenues | 55.9 | % | 55.4 | % | |||||||||||||
For the year ended December 31, 2024, gross margin increased 50 basis points, or 0.9%, compared to the prior year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, price increases and the benefits from cost improvement initiatives. The increases in gross margin were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure, continued
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cost inflation from macro-economic factors, specifically with respect to labor and raw materials, the adverse impact of manufacturing inefficiencies and unfavorable fluctuations in foreign currency exchange rates.
Selling, general and administrative
| 2024 | 2023 | ||||||||||||||||
Selling, general and administrative | $ | 995.3 | $ | 929.9 | |||||||||||||
Percentage of revenues | 32.7 | % | 31.3 | % | |||||||||||||
Selling, general and administrative expenses increased $65.4 million for the year ended December 31, 2024, compared to the prior year period, primarily due to a benefit recognized in the prior year period resulting from decreases in the estimated fair value of our contingent consideration liabilities, whereas, in the current period, we recognized an expense due to increases in these liabilities. Additionally, higher operating expenses incurred by the acquired Palette business and higher IT related costs that were primarily driven by our implementation of a new ERP solution contributed to the overall increase.
Research and development
| 2024 | 2023 | ||||||||||||||||
Research and development | $ | 161.7 | $ | 154.4 | |||||||||||||
Percentage of revenues | 5.3 | % | 5.2 | % | |||||||||||||
Research and development expenses increased $7.3 million for the year ended December 31, 2024, compared to the prior year, which was primarily attributable to expenses incurred by the acquired Palette business and higher project spend within certain product categories, partially offset by lower European Union Medical Device Regulation related costs.
Pension settlement charge
| 2024 | 2023 | ||||||||||||||||
Pension settlement charge | $ | 132.7 | $ | 45.2 | |||||||||||||
During the year ended December 31, 2024, we recognized net pre-tax settlement charges of $132.7 million related to our plan to terminate the TRIP resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan. During the year ended December 31, 2023, we recognized a pre-tax settlement charge of $45.2 million stemming from payments to eligible participants who elected a lump sum distribution under our plan to terminate the TRIP.
Goodwill impairment charge
| 2024 | 2023 | ||||||||||||||||
Goodwill impairment charge | $ | 240.0 | $ | — | |||||||||||||
During the year ended December 31, 2024, we recognized a goodwill impairment charge of $240.0 million related to our IU reporting unit. Refer to Note 8 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Restructuring and other impairment charges
2024 Restructuring plan
During the fourth quarter of 2024, we initiated the "2024 restructuring plan," a new strategic restructuring plan aimed at optimizing operations, reducing costs and enhancing efficiencies across our business lines and includes the relocation of select office administrative operations. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2024 restructuring plan of $9 million to $11 million. The actions under the 2024 restructuring plan are expected to be substantially completed by the end of 2025. We began realizing plan-related savings in the fourth quarter of 2024 and expect to achieve annual pre-tax savings of $9 million to $11 million once the plan is fully implemented.
2024 Footprint realignment plan
During the second quarter of 2024, we initiated the "2024 Footprint realignment plan," encompassing several strategic restructuring initiatives. These initiatives primarily include the relocation of select manufacturing operations to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts,
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the relocation of certain integral product development and manufacturing support functions, the optimization of certain supply chain activities and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2024 Footprint realignment plan of $37 million to $46 million. The actions under the 2024 Footprint realignment plan are expected to be substantially completed by the end of 2025.
We expect to achieve annual pre-tax savings of $12 million to $14 million once the plan is fully implemented. The impact of product rationalization efforts will partially offset the annual pre-tax savings generated by the plan.
2023 Footprint realignment plan
In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $11 million to $15 million. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.
2023 Restructuring plan
In 2023, we initiated the "2023 restructuring plan," which primarily involved the integration of Palette into Teleflex and workforce reductions designed to improve operating performance across the organization by creating efficiencies that align with evolving market demands and our strategy to enhance long-term value creation. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.
The following table provides information regarding restructuring charges we have incurred with respect to each of our restructuring programs, as well as other impairment charges, for the years ended December 31, 2024 and 2023. The restructuring charges listed in the table primarily consist of termination benefits.
| 2024 | 2023 | ||||||||||||||||
2024 Restructuring plan | $ | 6.1 | $ | — | |||||||||||||
2024 Footprint realignment plan | 11.2 | — | |||||||||||||||
2023 Restructuring plan | (1.5) | 12.5 | |||||||||||||||
2023 Footprint realignment plan | 1.4 | 1.5 | |||||||||||||||
2022 Restructuring plan | (1.4) | 3.1 | |||||||||||||||
| Other restructuring programs | (1.6) | (1.5) | |||||||||||||||
Other impairment charges (1) | 7.8 | — | |||||||||||||||
| Total | $ | 22.0 | $ | 15.6 | |||||||||||||
(1)For the year ended December 31, 2024, we recorded non-cash impairment charges totaling $7.8 million related to a decrease in the carrying value of an equity investment and an impairment of a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.
Interest expense
| 2024 | 2023 | ||||||||||||||||
Interest expense | $ | 83.5 | $ | 85.1 | |||||||||||||
Average interest rate on debt during the year | 4.4 | % | 4.4 | % | |||||||||||||
The decrease in interest expense for the year ended December 31, 2024, compared to the prior year was primarily due to a decrease in our average outstanding debt balance.
Gain on sale of assets and business
| 2024 | 2023 | ||||||||||||||||
Gain on sale of assets and business | $ | — | $ | 4.4 | |||||||||||||
During the year ended December 31, 2023, we recognized a gain related to the second phase of the Respiratory divestiture.
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Taxes on income from continuing operations
| 2024 | 2023 | ||||||||||||||||
Effective income tax rate | 7.0 | % | 17.6 | % | |||||||||||||
The effective income tax rate for 2024 reflects a non-deductible goodwill impairment charge recognized in connection with our annual impairment test for goodwill. Tax benefits were recognized in both 2024 and 2023 related to the pension settlement charge recognized in connection with the termination of the TRIP. The effective income tax rate for 2023 reflects the impact of deferred charges resulting from a legal entity rationalization, the impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our contingent consideration liabilities and a tax expense resulting from a deferred charge relating to the 2022 Restructuring Plan.
A significant number of jurisdictions, including EU member states, have enacted legislation to establish a 15% global minimum tax in accordance with both the established Pillar Two framework and guidance subsequently published by the OECD. We considered and analyzed the enacted tax laws and guidance in the jurisdictions relevant to Teleflex, and there are no material impacts to our tax provision for the year ended December 31, 2024. We will continue to evaluate the potential impact of future proposed legislation, enacted legislation, and updated guidance as it becomes available but do not currently expect a material increase to our effective tax rate as a result of the Pillar Two framework.
Segment Results
Segment Net Revenues
| Year Ended December 31, | % Increase/(Decrease) | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 vs 2023 | 2023 vs 2022 | |||||||||||||||||||||||||||||||
| Americas | $ | 2,066.3 | $ | 2,041.4 | $ | 1,926.3 | 1.2 | 6.0 | |||||||||||||||||||||||||||
| EMEA | 618.0 | 586.2 | 558.4 | 5.4 | 5.0 | ||||||||||||||||||||||||||||||
| Asia | 363.0 | 346.9 | 306.3 | 4.7 | 13.2 | ||||||||||||||||||||||||||||||
| Segment Net Revenues | $ | 3,047.3 | $ | 2,974.5 | $ | 2,791.0 | 2.4 | 6.6 | |||||||||||||||||||||||||||
Segment Operating Profit
| Year Ended December 31, | % Increase/(Decrease) | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 vs 2023 | 2023 vs 2022 | |||||||||||||||||||||||||||||||
| Americas | $ | 670.5 | $ | 714.0 | $ | 669.9 | (6.1) | 6.6 | |||||||||||||||||||||||||||
| EMEA | 133.0 | 111.1 | 96.9 | 19.7 | 14.7 | ||||||||||||||||||||||||||||||
| Asia | 114.7 | 121.0 | 104.7 | (5.2) | 15.5 | ||||||||||||||||||||||||||||||
Segment Operating Profit (1) | $ | 918.2 | $ | 946.1 | $ | 871.5 | (2.9) | 8.6 | |||||||||||||||||||||||||||
(1)See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for a reconciliation of segment operating profit to our consolidated income from continuing operations before interest, loss on extinguishment of debt and taxes.
Comparison of 2024 and 2023
Americas
Americas net revenues for the year ended December 31, 2024 increased $24.9 million, or 1.2%, compared to the prior year, which was primarily attributable to a $36.0 million contribution from price increases and a $35.2 million increase in sales of new products. The increases in net revenue were partially offset by a $25.9 million decrease from the net impact of acquired and divested businesses and an $18.1 million decrease in sales volumes of existing products, primarily driven by a decline in sales related to our UroLift product line partially mitigated by higher IAB pumps sales.
During the second half of 2024, we were notified that a large customer within our OEM product category intended to vertically integrate a component that we previously manufactured on their behalf. Additionally, we have begun to experience delays in orders from certain customers as they increasingly focus on managing inventories. We cannot predict with certainty the timing of customer inventory corrections; however, should the current trend of customers more tightly managing their inventory persist, it may adversely impact future results.
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Americas operating profit for the year ended December 31, 2024 decreased $43.5 million, or 6.1%, compared to the prior year, which was primarily attributable to a benefit recognized in the prior year resulting from decreases in the estimated fair value of our contingent consideration liabilities, in contrast to an increase recognized in the current period, and operating expenses incurred by the acquired Palette business. The factors contributing to a decrease in operating profit were partially mitigated by an increase in gross profit resulting from price increases and higher sales, partially offset by higher manufacturing costs.
EMEA
EMEA net revenues for the year ended December 31, 2024 increased $31.8 million, or 5.4%, compared to the prior year, which was primarily attributable to a $25.8 million increase in sales volumes of existing products and price increases, partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure.
EMEA operating profit for the year ended December 31, 2024 increased $21.9 million, or 19.7%, compared to the prior year, which was primarily attributable to lower research and development expenses related to the European Union Medical Device Regulation and an increase in gross profit resulting from higher sales and price increases. The increases in operating profit were partially offset by an increase in sales expenses to support higher sales.
Asia
Asia net revenues for the year ended December 31, 2024 increased $16.1 million, or 4.7%, compared to the prior year, which was primarily attributable to a $13.0 million increase in sales volumes of existing products, and revenues generated by the acquisition of Palette. The increase in net revenues was partially offset by unfavorable fluctuations in foreign currency exchange rates.
Asia operating profit for the year ended December 31, 2024 decreased $6.3 million, or 5.2%, compared to the prior year, which was primarily attributable to an increase in sales and marketing expenses to support higher sales, an increase in research and development expenses, and unfavorable fluctuations in foreign currency exchange rates. The decreases in operating profit were partially offset by an increase in gross profit resulting from higher sales, despite an unfavorable impact from product mix.
The Chinese government has implemented regional and national programs for volume-based procurement ("VBP") of medical device products designed to reduce healthcare costs. These programs require manufacturers to meet specific quality and quantity requirements to be awarded tenders. Successful tenders provide allocated sales volumes, while unsuccessful bids may result in significant revenue loss. During the fourth quarter of 2024, we were awarded a tender for certain products with our surgical product category under a VBP program. The anticipated implementation of this program during 2025 is expected to have an adverse impact on future results due to reduced pricing.
Currently, we are not aware of any other upcoming VBP programs that are expected to materially impact our product portfolio. However, to the extent additional VBP programs are implemented in the future, we cannot reasonably predict the direct or indirect impact on our financial performance.
Revenue generated from our China business represented approximately 4% of consolidated revenue for the year ended December 31, 2024.
Comparison of 2023 and 2022
Americas
Americas net revenues for the year ended December 31, 2023 increased $115.1 million, or 6.0%, compared to the prior year, which was primarily attributable to a $125.9 million increase in sales of new products, price increases and, to a lesser extent, net revenues generated by the acquired Palette and Standard Bariatrics businesses, partially offset by an $86.2 million decrease in sales volume of existing products. The increase in sales of new products and the decrease in sales of volumes of existing products primarily reflect the conversion to the next generation of an existing product.
Americas operating profit for the year ended December 31, 2023 increased $44.1 million, or 6.6%, compared to the prior year, which was primarily attributable to an increase in gross profit resulting from higher sales and price increases and a benefit recognized from decreases in the estimated fair value of our contingent consideration
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liabilities. The increases in operating profit were partially offset by an increase in sales expenses to support higher sales, higher research and development expenses, and an increase in operating expenses incurred by the acquired Palette and Standard Bariatrics businesses.
EMEA
EMEA net revenues for the year ended December 31, 2023 increased $27.8 million, or 5.0%, compared to the prior year, which was primarily attributable to $12.1 million in favorable fluctuations in foreign currency exchange rates, price increases and an increase in sales of new products.
EMEA operating profit for the year ended December 31, 2023 increased $14.2 million, or 14.7%, compared to the prior year, which was primarily attributable to lower expenses related to the European Union Medical Device Regulation within research and development expenses and favorable fluctuations in foreign currency exchange rates, partially offset by an increase in sales expenses to support higher sales.
Asia
Asia net revenues for the year ended December 31, 2023 increased $40.6 million, or 13.2%, compared to the prior year, which was primarily attributable to a $25.5 million increase in sales volume of existing products and an $18.8 million increase in sales of new products, partially offset by unfavorable fluctuations in foreign currency exchange rates.
Asia operating profit for the year ended December 31, 2023 increased $16.3 million, or 15.5%, compared to the prior year, which was primarily attributable to an increase in gross profit resulting from price increases and higher sales, partially offset by unfavorable fluctuations in foreign currency exchange rates and an increase in sales expenses to support higher sales.
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is our cash flows provided by operating activities. Our cash flows provided by operating activities are reduced by cash used to, among other things, fulfill contractual obligations for minimum lease payments under noncancellable operating leases, which often extend beyond one year; the weighted average remaining lease term of our operating lease portfolio is 6.5 years. Our cash flows provided by operating activities are also reduced by cash used for unconditional legally binding commitments to purchase goods or services (i.e., purchase obligations), which are primarily related to inventory expected to be purchased within one year.
Other significant factors that affect our overall management of liquidity include contractual obligations such as scheduled principal and interest payments with respect to outstanding indebtedness and tax on deemed repatriation of non-U.S. earnings, of which the final payment will be made in 2025. We may also be obligated to make payments for contingent consideration due to past acquisitions, the timing and amount of which may be uncertain, and the magnitude of which can vary from year to year. Other significant factors that affect our liquidity include certain actions controlled by management such as capital expenditures, acquisitions, and dividends. See Note 10, Note 12 and Note 15 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility (which is provided for under the Credit Agreement) and accounts receivable securitization facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future.
Of our $290.2 million of cash and cash equivalents at December 31, 2024, $192.6 million was held at non-U.S. subsidiaries. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.
On February 26, 2024, we executed two separate term cross-currency swap agreements set to expire on February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Each of the swap agreements had a notional principal amount of $250 million and was designated as a net investment hedge. On April 25, 2024, the cross-currency agreements executed in February 2024 were terminated in response to changes in market conditions, resulting in $0.4 million in a cash settlement payment, and we simultaneously executed two new separate term cross-currency swap agreements with the same
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expiration dates and notional values (together, the "2024 Cross-currency swap agreements"). The cross-currency swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.44%. The cross-currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.45%. Both of the 2024 Cross-currency swap agreements are designated as net investment hedges and require an exchange of the notional amounts upon expiration or the earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement. As a result, we may be required to pay (or be entitled to receive) an amount equal to the difference, on the expiration or earlier termination date, between the U.S. dollar equivalent of the €466.8 million notional amount and the $500 million notional amount. The 2024 Cross-currency swap agreements entail risk that the counterparties will not fulfill their obligations under the agreements. However, we believe the risk is reduced because we have entered into separate agreements with nine different counterparties, all of which are large, well-established financial institutions. Based on the U.S. dollar to euro currency exchange rate in effect April 25, 2024, and assuming exchange rates remain constant throughout the terms of the 2024 Cross-currency swap agreements, we would realize a reduction in annual cash interest expense of $9.0 million.
On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time. On August 2, 2024, we entered into an accelerated share repurchase agreement for $200 million of our common stock. Under this agreement, 678,110 shares of common stock, representing 80% of the $200 million aggregate, were delivered and included in treasury stock. The initial shares received were calculated based on a price per share of $235.95, which was the closing share price of our common stock on August 1, 2024. Final settlement under the ASR Transaction occurred on October 30, 2024, at which time we received 172,351 additional shares of common stock. The total shares received were calculated based on a price per share of $235.17, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
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. We plan to fund the share repurchase with $300 million in additional borrowings under our Senior Credit facility.
We may at any time, from time to time, repurchase our outstanding debt securities in open market purchases, via tender offers or in privately negotiated transactions, exchange transactions or otherwise, at such price or prices as we deem appropriate. Such purchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors and may be commenced or suspended at any time.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company. During 2025 and the first half of 2026, we expect to incur significant separation and transaction costs related to the proposed separation, which will likely adversely impact our earnings and operating cash flows. Additionally, we expect to incur some amount of dis-synergies following those transactions due to the reduced size of our remaining company and, as a result, we will need to undertake actions to ensure that our cost structure is appropriate to support our remaining businesses.
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 2027 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
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Guarantor Subsidiaries (collectively, the “Obligor Group”) as of and for the year ended December 31, 2024 is as follows:
Year Ended December 31, 2024 | |||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding intercompany) | |||||||||
| Net revenue | $ | 2,103.1 | $ | 232.8 | $ | 1,870.3 | |||||
| Cost of goods sold | 1,317.1 | 190.4 | 1,126.7 | ||||||||
| Gross profit | 786.0 | 42.4 | 743.6 | ||||||||
| Income from continuing operations | 75.5 | 293.6 | (218.1) | ||||||||
| Net income | 75.0 | 293.6 | (218.6) | ||||||||
December 31, 2024 | |||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding intercompany) | |||||||||
| Total current assets | $ | 1,034.1 | $ | 201.2 | $ | 832.9 | |||||
| Total assets | 2,815.2 | 277.8 | 2,537.4 | ||||||||
| Total current liabilities | 1,275.4 | 953.4 | 322.0 | ||||||||
| Total liabilities | 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 2027 Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.
See "Financing Arrangements" below as well as Note 10 and Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K for further information related to our borrowings and financial instruments.
Cash Flows
The following table provides a summary of our cash flows for the periods presented:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
Cash flows from continuing operations provided by (used in): | |||||||||||||||||
Operating activities | $ | 638.3 | $ | 511.7 | |||||||||||||
Investing activities | (99.4) | (621.2) | |||||||||||||||
Financing activities | (421.9) | 38.5 | |||||||||||||||
Cash flows used in discontinued operations | (2.5) | (1.0) | |||||||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | (9.7) | 2.8 | |||||||||||||||
Increase (decrease) in cash, cash equivalents and restricted cash equivalents | $ | 104.8 | $ | (69.2) | |||||||||||||
Cash Flow from Operating Activities
Net cash provided by operating activities from continuing operations was $638.3 million during 2024, and $511.7 million during 2023. The $126.6 million increase was primarily attributable to favorable operating results, surplus plan assets from the TRIP termination included within prepaid expenses and other assets, a decrease in cash outflows from inventories as we continue to moderate our inventory levels and a decrease in cash outflows from accounts payable and accrued expenses stemming primarily from lower payments associated with our restructuring plans. The increases in net cash provided from operating activities were partially offset by higher tax payments.
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Cash Flow from Investing Activities
Net cash used in investing activities from continuing operations was $99.4 million during 2024, which primarily consisted of $126.4 million in capital expenditures, partially offset by $27.2 million in net proceeds on swaps designated as net investment hedges.
Cash Flow from Financing Activities
Net cash used in financing activities from continuing operations was $421.9 million during 2024, which primarily consisted of $200.0 million in repurchases of our common stock under the accelerated share repurchase agreement, a $161.5 million reduction in net borrowings under our Senior Credit Facility and $63.5 million in dividend payments.
For a discussion of our cash flow comparison for 2023 and 2022, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 23, 2024.
Free Cash Flow
Free cash flow is a non-GAAP financial measure and is calculated by subtracting capital expenditures from cash provided by operating activities from continuing operations. This financial measure is used in addition to and in conjunction with results presented in accordance with generally accepted accounting principles in the U.S., or GAAP, and should not be considered a substitute for net cash provided by operating activities from continuing operations, the most comparable GAAP financial measure. Management believes that free cash flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. We also use this financial measure for internal managerial purposes and to evaluate period-to-period comparisons. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not deducted from the measure. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following is a reconciliation of free cash flow to the most comparable GAAP measure.
| 2024 | 2023 | ||||||||||||||||
Net cash provided by operating activities from continuing operations | $ | 638.3 | $ | 511.7 | |||||||||||||
Less: Capital expenditures | 126.4 | 91.5 | |||||||||||||||
Free cash flow | $ | 511.9 | $ | 420.2 | |||||||||||||
Financing Arrangements
Senior credit facility
In 2022, we amended and restated our existing credit agreement by entering into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides for a five-year revolving credit facility of $1.0 billion and a term loan facility of $500.0 million. The obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on substantially all of the assets owned by us and each guarantor. The maturity date of the revolving credit facility and the term loan facility under the Credit Agreement is November 4, 2027.
At our option, loans under the Credit Agreement will bear interest at a rate equal to adjusted Term Secured Overnight Lending Rate (SOFR) plus an applicable margin ranging from 1.125% to 2.00% or at an alternate base rate, which is defined as 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 eurodollar transactions denominated in 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. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%.
At December 31, 2024, we had $113.0 million in borrowings outstanding and $0.9 million in outstanding standby letters of credit under our $1.0 billion revolving credit facility.
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The Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on us and our subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require us and our subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of the Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, we are required to maintain a maximum total net leverage ratio of 4.50 to 1.00. We are further required to maintain a minimum interest coverage ratio of 3.50 to 1.00. As of December 31, 2024, we were in compliance with the covenants in the Credit Agreement.
On February 24, 2025, we amended and restated our existing Credit Agreement to facilitate our upcoming acquisition of the VI business. For additional information, see Note 20 to the consolidated financial statements included in this Annual Report on Form 10-K.
2027 and 2028 Senior Notes
As of December 31, 2024, the outstanding principal amount of our 2027 Notes and 2028 Notes (collectively the "Senior Notes") was $500 million, respectively. The indenture governing the Senior Notes contains covenants that, among other things 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. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that are a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries. As of December 31, 2024, we were in compliance with all of the terms of our Senior Notes.
Accounts receivable securitization
We have an accounts receivable securitization facility under which we sell an undivided interest in domestic accounts receivable for consideration of up to $75 million to a commercial paper conduit. As of December 31, 2024 and 2023, we borrowed the maximum amount available of $75 million under this facility. This facility is utilized to provide increased flexibility in funding short term working capital requirements. The agreement governing the accounts receivable securitization facility contains certain covenants and termination events. An occurrence of an event of default or a termination event under this facility may give rise to the right of our counterparty to terminate this facility. As of December 31, 2024, we were in compliance with the covenants and none of the termination events had occurred.
For additional information regarding our indebtedness, see Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K.
Critical Accounting Policies and 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.
We have identified the following as critical accounting estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and 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. The following discussion should be considered in conjunction with the description of our accounting policies in Note 1 to the consolidated financial statements in this Annual Report on Form 10-K.
Inventory Utilization
Inventories are valued at the lower of cost or net realizable value. Factors utilized in the determination of estimated net realizable value and whether a reserve is required include (i) current sales data and historical return
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rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.
We review the net realizable value of inventory each reporting period and adjust as necessary. We regularly compare inventory quantities on hand against historical usage or forecasts related to specific items in order to evaluate obsolescence and excessive quantities. In assessing historical usage, we also qualitatively assess business trends to evaluate the reasonableness of using historical information in estimating future usage. Our inventory reserve was $59.4 million and $54.3 million at December 31, 2024 and 2023, respectively.
Long-Lived Assets
We assess the remaining useful life and recoverability of long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable. For example, such an assessment may be initiated if, as a result of a change in expectations, we believe it is more likely than not that the asset will be sold or disposed of significantly before the end of its useful life or if an adverse change occurs in the business employing the asset. Significant judgments in this area involve determining whether such events or circumstances have occurred and determining the appropriate asset group requiring evaluation. The recoverability evaluation is based on various analyses, including undiscounted cash flow projections, which involve significant management judgment. Any impairment loss, if indicated, equals the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.
The increased use and FDA approval of GLP-1 products for the treatment of chronic weight management has impacted the demand for bariatric surgery procedures and our Titan SGS product line acquired as part of our 2022 acquisition of Standard Bariatrics Inc. Although the long term impact on bariatric procedures from GLP-1 products is uncertain, to the extent GLP-1 products reduce the long term demand for bariatrics surgery procedures and cause their prevalence to differ significantly from management’s expectations, we ultimately may find it necessary to recognize future impairment charges with respect to the related assets, which could be material.
Goodwill and Other Intangible Assets
Intangible assets include indefinite-lived assets (such as goodwill, certain trade names and in-process research and development ("IPR&D")), as well as finite-lived intangibles (such as trade names that do not have indefinite lives, customer relationships, intellectual property, distribution rights and non-competition agreements) and are, generally, obtained through acquisition. Intangible assets acquired in a business combination are measured at fair value and we allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired in a business combination to goodwill. Considerable management judgment is necessary in making the assumptions used in the estimated fair value of intangible assets acquired in a business combination.
The costs of finite-lived intangibles are amortized to expense over their estimated useful life. Determining the useful life of an intangible asset requires considerable judgment as different types of intangible assets typically will have different useful lives. Goodwill and other indefinite-lived intangible assets are not amortized; we test these assets annually for impairment during the fourth quarter, using the first day of the quarter as the measurement date, or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate an impairment may have occurred. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations.
Goodwill
Goodwill impairment assessments are performed at a reporting unit level. For purposes of this assessment, our reporting units are our operating segments, or, in certain cases, a business one level below our operating segments. Our reporting units did not change as a result of our segment change in the fourth quarter of 2024.
For the year ended December 31, 2024 we recognized a goodwill impairment charge of $240 million related to our Interventional Urology North America reporting unit. For further information refer to Note 8 in this Annual Report on Form 10-K. As the fair values of our remaining reporting units are more likely than not greater than the carrying values, no additional impairment charges were recorded as a result of the annual goodwill impairment testing performed during the fourth quarter of 2024.
In applying the goodwill impairment test, we may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, and entity specific factors such as strategies
46
and financial performance. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment test described below. Alternatively, we may test goodwill for impairment through the quantitative impairment test without conducting the qualitative analysis.
Under a quantitative impairment test we compare the fair value of a reporting unit to the carrying value. We calculate the fair value of the reporting unit using a combination of two methods; one which estimates the discounted cash flows of the reporting unit based on projected earnings in the future (the Income Approach) and one which is based on revenue and EBITDA of similar businesses to those of the reporting unit in actual transactions (the Market Approach). If the fair value of the reporting unit exceeds the carrying value, there is no impairment. If the reporting unit carrying value exceeds the fair value, we recognize an impairment loss based on the amount the carrying value of the reporting unit exceeds its fair value.
The more significant judgments and assumptions in determining fair value using in the Income Approach include (1) the amount and timing of expected future cash flows, which are based primarily on our estimates of future sales, operating income, industry trends and the regulatory environment of the individual reporting units, (2) the expected long-term growth rates of revenue and EBITDA for each of our reporting units, which approximate the expected long-term growth rate of the global economy and of the medical device industry, and (3) the discount rates that are used to estimate the present value of the future cash flows, which are based on an assessment of the risk inherent in the future cash flows of the respective reporting units along with various market based inputs. The more significant judgments and assumptions used in the Market Approach include (1) determination of appropriate revenue and EBITDA multiples used to estimate a reporting unit’s fair value and (2) the selection of appropriate comparable companies to be used for purposes of determining those multiples. There were no changes to the underlying methods used in 2024 as compared to the valuations of our reporting units in the past several years.
Our expected future growth rates estimated for purposes of the goodwill impairment test are based on our estimates of future sales, operating income and cash flow and are consistent with our internal budgets and business plans, which reflect a modest amount of core revenue growth coupled with the successful launch of new products each year; the effect of these growth indicators more than offset volume losses from products that are expected to reach the end of their life cycle. Changes in assumptions underlying the Income Approach could cause a reporting unit's carrying value to exceed its fair value. While we believe our assumed growth rates of sales and cash flows are reasonable, the possibility remains that the revenue growth of a reporting unit may not be as high as expected, and, as a result, the estimated fair value of that reporting unit may decline. In this regard, if our strategy and new products are not successful and we do not achieve anticipated core revenue growth in the future with respect to a reporting unit, the goodwill in the reporting unit may become impaired and, in such case, we may incur material impairment charges. Moreover, changes in revenue and EBITDA multiples in actual transactions from those historically present could result in an assessment that a reporting unit’s carrying value exceeds its fair value, in which case we also may incur material impairment charges.
Other Intangible Assets
Intangible assets are assets acquired that lack physical substance and that meet the specified criteria for recognition apart from goodwill. Management tests indefinite-lived intangible assets for impairment annually, and more frequently if events or changes in circumstances indicate that an impairment may have occurred. Similar to the goodwill impairment test process, we may assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of the indefinite-lived intangible asset is greater than its carrying amount, the asset is not impaired. If we conclude it is more likely than not that the fair value of the indefinite-lived intangible asset is less than the carrying value, we then proceed to a quantitative impairment test, which consists of a comparison of the fair value of the intangible asset to its carrying amount. Alternatively, we may elect to forgo the qualitative analysis and test the indefinite-lived intangible asset for impairment through the quantitative impairment test.
In connection with intangible assets acquired in a business combination and quantitative impairment tests, we determine the estimated fair value using various methods under the Income Approach. The more significant judgments and assumptions used in the valuation of intangible assets may include revenue growth rates, royalty rate, obsolescence factor, distributor margin, discount rates, attrition rate, and EBITDA margin. Each of these factors and assumptions can significantly impact the value of the intangible asset.
We did not record any impairment charges related to intangible assets during the years ended December 31, 2024 and December 31, 2024. See "Restructuring and impairment charges" within "Result of Operations" above as
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well as Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information on these charges.
Contingent Consideration Liabilities
In connection with an acquisition, we may be required to pay future consideration that is contingent upon the achievement of specified objectives, such as receipt of regulatory approval, commercialization of a product or achievement of sales targets. In a business combination, we record a contingent liability, as of the acquisition date, representing the estimated fair value of the contingent consideration we expect to pay. We determined the fair value of the contingent consideration liabilities related to the Palette acquisition, which represents the majority of our contingent consideration liabilities at December 31, 2024, using a Monte Carlo valuation approach, which simulates future revenues during the earn out-period using management's best estimates. We determined the fair value of our other contingent consideration liabilities using a discounted cash flow analysis. Significant judgment is required in determining the assumptions used to calculate the fair value of the contingent consideration. Increases in projected revenues and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in discount rates in the periods prior to payment may result in significantly lower fair value measurements; decreases may have the opposite effect. See Note 12 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
We remeasure our contingent consideration liabilities each reporting period and recognize the change in the liabilities' fair value within selling, general and administrative expenses in our Consolidated Statement of Income. As of December 31, 2024 and 2023, we accrued $49.3 million and $39.5 million of contingent consideration, respectively, related to completed business combinations.
If the transaction is determined to be an asset acquisition rather than a business combination, a contingent consideration liability is recognized when the specified objective is deemed probable and is estimable.
Income Taxes
Our annual provision for income taxes and determination of the deferred tax assets and liabilities require management to assess uncertainties, make judgments regarding outcomes and utilize estimates. The difficulties inherent in such assessments, judgments and estimates are particularly challenging because we conduct a broad range of operations around the world, subjecting us to complex tax regulations in numerous international jurisdictions. As a result, we are at times subject to tax audits, disputes with tax authorities and potential litigation, the outcome of which is uncertain. In connection with its estimates of our tax assets and liabilities, management must, among other things, make judgments about the outcome of these uncertain matters.
Deferred tax assets and liabilities are measured and recorded using currently enacted tax rates that are expected to apply to taxable income in the years in which differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases are recovered or settled. The likelihood of a material change in our expected realization of these assets is dependent on future taxable income, our ability to use foreign tax credit carryforwards and carrybacks, final U.S. and non-U.S. tax settlements, changes in tax law, and the effectiveness of our tax planning strategies in the various relevant jurisdictions. While management believes that its judgments and interpretations regarding income taxes are appropriate, significant differences in actual experience may require future adjustments to our tax assets and liabilities, which could be material.
In assessing the realizability of our deferred tax assets, we evaluate positive and negative evidence and use judgments regarding past and future events, including results of operations and available tax planning strategies that could be implemented to realize the deferred tax assets. Based on this assessment, we determine when it is more likely than not that all or some portion of our deferred tax assets may not be realized, in which case we apply a valuation allowance to offset the amount of such deferred tax assets. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required. The valuation allowance for deferred tax assets of $88.4 million and $95.7 million at December 31, 2024 and 2023, respectively, relates principally to the uncertainty of the utilization of tax loss and credit carryforwards in various jurisdictions.
Significant judgment is required in determining income tax provisions and in evaluating tax positions. We establish additional provisions for income taxes when, despite the belief that tax positions are supportable, there remain certain positions that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we are examined by various federal, state and non-U.S. tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the
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adequacy of our provision for income taxes. We adjust the income tax provision, the current tax liability and deferred taxes in any period in which we become aware of facts that necessitate an adjustment. We are currently under examination in Germany and the United States. The ultimate outcome of these examinations could result in increases or decreases to our recorded tax liabilities, which would affect our financial results. See Note 15 to the consolidated financial statements in this Annual Report on Form 10-K for additional information regarding our uncertain tax positions.
New Accounting Standards
See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recently issued accounting standards, including estimated effects, if any, of the adoption of those standards on our consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain financial risks, specifically fluctuations in market interest rates, foreign currency exchange rates and, to a lesser extent, commodity prices. We address these risks through a risk management program that includes the use of derivative financial instruments. We do not enter into derivative instruments for trading or speculative purposes. We manage our exposure to counterparty risk on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.
We also are exposed to changes in the market trading price of our common stock as it influences the valuation of stock options and their effect on earnings.
Interest Rate Risk
We are exposed to changes in interest rates as a result of our borrowing activities and our cash balances. The table below provides information regarding the interest rates by year of maturity for our fixed and variable rate debt obligations. Variable interest rates on the revolving credit facility and the term loan facility on December 31, 2024 were determined using a base rate of the adjusted Term SOFR plus the applicable spread. The variable interest rate on the accounts receivable securitization facility was based on SOFR plus the applicable spread.
| Year of Maturity | |||||||||||||||||||||||||||||||||||||||||
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Fixed rate debt | $ | — | $ | — | $ | 500.0 | $ | 500.0 | $ | — | $ | — | $ | 1,000.0 | |||||||||||||||||||||||||||
| Average interest rate | — | % | — | % | 4.625 | % | 4.250 | % | — | % | — | % | 4.438 | % | |||||||||||||||||||||||||||
| Variable rate debt | $ | 100.0 | $ | 25.0 | $ | 538.0 | $ | — | $ | — | $ | — | $ | 663.0 | |||||||||||||||||||||||||||
| Average interest rate | 5.314 | % | 5.707 | % | 5.707 | % | — | % | — | % | — | % | 5.648 | % | |||||||||||||||||||||||||||
A change of 1.0% in variable interest rates would increase or decrease annual interest expense by $6.6 million based on our outstanding debt as of December 31, 2024.
Foreign Currency Risk
The global nature of our operations exposes us to foreign currency risks. These risks include exposure from the effect of fluctuating exchange rates on payables and receivables as well as intercompany loans relating to transactions that are denominated in currencies other than a location’s functional currency and exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that have fluctuated from the beginning of a reporting period. Our principal currency exposures relate to the Euro, Chinese Renminbi, Mexican Peso, Malaysia Ringgit, Canadian Dollar, and Czech Koruna. We utilize foreign currency forward exchange contracts and cross-currency interest rate swap contracts to attempt to minimize our exposure to these risks. Gains and losses on these contracts substantially offset losses and gains on the underlying hedged transactions.
As of December 31, 2024, the total notional amount for the foreign currency forward exchange contracts and cross-currency interest rates swap contracts, expressed in U.S. dollars, was $439.5 million and $1.0 billion, respectively. A sensitivity analysis of changes in the fair value of these contracts outstanding as of December 31, 2024, while not predictive in nature, indicated that a hypothetical 10% increase/decrease in the value of the U.S. dollar against all currencies would increase the fair value of these contracts by $71.0 million and decrease the fair value of these contracts by $92.8 million, respectively, the majority of which relates to the cross-currency interest rate swap contracts.
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See Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K for information regarding the accounting treatment of our foreign currency forward exchange contracts and cross-currency interest rates swap contracts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item are included herein, commencing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 were 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, however, 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) Management’s Report on Internal Control Over Financial Reporting
Our management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K and is incorporated by reference herein.
(c) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended December 31, 2024, none of our directors or executive officers entered into terminated
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
For the information required by this Item 10 with respect to our Executive Officers, see Part I, Item 1. of this report. For the other information required by this Item 10, see “Election Of Directors,” “Nominees for Election to the Board of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” in the Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein by reference. The Proxy Statement for our 2025 Annual Meeting will be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
For the information required by this Item 11, see “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive Compensation” in the Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
For the information required by this Item 12 with respect to beneficial ownership of our common stock, see “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein by reference.
The following table sets forth certain information as of December 31, 2024 regarding our equity plans:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (2) | |||||||||||||||||
| (A) | (B) | (C) | ||||||||||||||||||
Equity compensation plans approved by security holders | 1,393,754 | $239.43 | 3,583,530 | |||||||||||||||||
(1) The number of securities in column (A) excludes: (i) 228,324 restricted stock units and (ii) 111,696 shares of common stock underlying performance stock units if maximum performance levels are achieved; the actual number of shares, if any, to be issued with respect to the performance stock units will be based on performance with respect to specified financial and relative stock price measures. Restricted stock units and performance stock units have no exercise price.
(2) The number of securities in column (C) includes shares issuable under the Teleflex Incorporated 2023 Stock Incentive Plan (the “Plan”). All available shares may be used for stock options and for equity awards that do not require payment of an exercise price, including restricted stock units and performance stock units, subject to adjustment in accordance with special share counting rules in the Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
For the information required by this Item 13, see “Certain Transactions” and “Corporate Governance” in the Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the information required by this Item 14, see “Audit and Non-Audit Fees” and “Audit Committee Pre-Approval Procedures” in the Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Consolidated Financial Statements:
The Index to Consolidated Financial Statements and Schedule is set forth on page F-1 of this Annual Report on Form 10-K.
(b)Exhibits:
The following exhibits are filed as part of, or incorporated by reference into, this report (unless otherwise
indicated, the file number with respect to each filed document is 1-5353):
| Exhibit No. | Description | |||||||
| *3.1 | — | |||||||
*3.2 | — | |||||||
| *4.1.1 | — | |||||||
| *4.1.2 | — | |||||||
| *4.1.3 | — | |||||||
| *4.1.4 | — | |||||||
*4.1.5 | ||||||||
| *4.1.6 | — | |||||||
| *4.2.1 | — | |||||||
| *4.2.2 | — | |||||||
| *4.2.3 | — | |||||||
| *4.2.4 | — | |||||||
*4.3 | — | |||||||
^*10.1 | — | |||||||
| ^*10.2.1 | — | Teleflex Incorporated Directors' Deferred Compensation Plan, dated November 22, 2019 (incorporated by reference to Exhibit 10.2.1 to the Company’s Form 10-K filed on February 21, 2020). | ||||||
| ^*10.2.2 | — | |||||||
| ^*10.3.1 | — | |||||||
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| Exhibit No. | Description | |||||||
| ^*10.3.2 | — | |||||||
^*10.3.3 | — | |||||||
^10.3.4 | — | |||||||
| ^*10.4.1 | — | |||||||
| ^*10.4.2 | — | |||||||
| ^*10.5 | — | |||||||
| ^*10.6 | — | |||||||
| ^*10.7 | — | |||||||
| ^*10.8 | — | |||||||
| ^*10.9 | — | |||||||
| ^*10.10 | — | |||||||
| ^*10.11 | — | |||||||
| ^*10.12 | — | |||||||
| ^*10.13 | — | |||||||
| ^*10.14 | — | |||||||
| ^*10.15 | — | |||||||
| ^*10.16 | — | Senior Executive Officer Severance Agreement, dated January 1, 2021, between the Company and Daniel V. Logue (incorporated by reference to Exhibit 10.23 to the Company's Form 10-K filed on February 25, 2021). | ||||||
| ^*10.17 | — | |||||||
| ^*10.18 | — | |||||||
| ^*10.19 | — | |||||||
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| Exhibit No. | Description | |||||||
| *10.20 | — | |||||||
| ^*10.21 | — | |||||||
^*10.22 | — | |||||||
^*10.23 | — | |||||||
^*10.24 | — | |||||||
19 | — | |||||||
| 21 | — | |||||||
22 | — | |||||||
| 23 | — | |||||||
| 31.1 | — | |||||||
| 31.2 | — | |||||||
| 32.1 | — | |||||||
| 32.2 | — | |||||||
^*97 | — | |||||||
| 101.1 | — | The following materials from our Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; (iii) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; and (vi) Notes to Consolidated Financial Statements. | ||||||
| 104.1 | — | The cover page of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in inline XBRL (included in Exhibit 101.1). | ||||||
_____________________________________________________
* Previously filed with the Securities and Exchange Commission as part of the filing indicated and incorporated herein by reference.
^ Indicates management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.
ITEM 16. FORM 10-K SUMMARY
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized as of the date indicated below.
| TELEFLEX INCORPORATED | |||||||||||
| By: | /s/ Liam J. Kelly | ||||||||||
| Liam J. Kelly | |||||||||||
| Chairman, President and Chief Executive Officer | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the date indicated below.
| By: | /s/ Liam J. Kelly | By: | /s/ Thomas E. Powell | ||||||||||||||
| Liam J. Kelly | Thomas E. Powell | ||||||||||||||||
| Chairman, President, Chief Executive Officer and Director | Executive Vice President and Chief Financial Officer | ||||||||||||||||
| (Principal Executive Officer) | (Principal Financial Officer) | ||||||||||||||||
| By: | /s/ John R. Deren | ||||||||||||||||
| John R. Deren | |||||||||||||||||
| Corporate Vice President and Chief Accounting Officer | |||||||||||||||||
| (Principal Accounting Officer) | |||||||||||||||||
| By: | /s/ Dr. Stephen K. Klasko | By: | /s/ Candace H. Duncan | |||||||||||||||||
| Dr. Stephen K. Klasko Director | Candace H. Duncan Director | |||||||||||||||||||
| By: | /s/ Andrew A. Krakauer | By: | /s/ Gretchen R. Haggerty | |||||||||||||||||
| Andrew A. Krakauer Director | Gretchen R. Haggerty Director | |||||||||||||||||||
| By: | /s/ Neena M. Patil | By: | /s/ John C. Heinmiller | |||||||||||||||||
| Neena M. Patil Director | John C. Heinmiller Director | |||||||||||||||||||
| By: | /s/ Stuart A. Randle | By: | /s/ Jaewon Ryu | |||||||||||||||||
| Stuart A. Randle Director | Dr. Jaewon Ryu Director | |||||||||||||||||||
Dated: February 28, 2025
55
TELEFLEX INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |||||
| Management's Report on Internal Control over Financial Reporting | |||||
Report of Independent Registered Public Accounting Firm (PCAOB ID | |||||
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022 | |||||
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 | |||||
Consolidated Balance Sheets as of December 31, 2024 and 2023 | |||||
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | |||||
Consolidated Statements of Changes in Shareholders' Equity as of and for the years ended December 31, 2024, 2023 and 2022 | |||||
| Notes to Consolidated Financial Statements | |||||
FINANCIAL STATEMENT SCHEDULE
| Page | |||||
Schedule II Valuation and qualifying accounts as of and for the years ended December 31, 2024, 2023 and 2022 | |||||
F-1
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Teleflex Incorporated and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by the Company's board of directors, management and other personnel, 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. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
| /s/ Liam J. Kelly | /s/ Thomas E. Powell | |||||||
Liam J. Kelly Chairman, President and Chief Executive Officer | Thomas E. Powell Executive Vice President and Chief Financial Officer | |||||||
February 28, 2025
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Teleflex Incorporated
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes and financial statement schedule, of Teleflex Incorporated and its subsidiaries (the “Company”) as listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-3
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessments - Interventional Urology North America Reporting Unit
As described in Notes 1 and 8 to the consolidated financial statements, the Company’s goodwill balance was $2,632.3 million as of December 31, 2024, of which $403.9 million relates to the Interventional Urology North America (IU) reporting unit. Goodwill is not amortized but is tested for impairment annually during the fourth quarter or more frequently if events or changes in circumstances indicate that an impairment may exist. As disclosed by management, under a quantitative impairment test, the fair value of a reporting unit is compared to the carrying value. The fair value of the reporting unit is calculated using a combination of two methods; one which estimates the discounted cash flows of the reporting unit based on projected earnings in the future (the Income Approach) and one which is based on revenue and EBITDA of similar businesses to those of the reporting unit in actual transactions (the Market Approach). If the fair value of the reporting unit exceeds the carrying value, there is no impairment. If the reporting unit carrying value exceeds the fair value, the Company recognizes an impairment loss based on the amount the carrying value of the reporting unit exceeds its fair value. During the second quarter, management identified indicators of a potential impairment related to the IU reporting unit. The indicators of a potential impairment primarily arose from lower than anticipated sales results from the UroLift product line, primarily driven by the adverse impact of persistent end-market challenges within the U.S. office site of service. Management performed a quantitative impairment test of the reporting unit and determined that the fair value of the IU reporting unit exceeded the carrying value. In connection with preparing the financial statements for the year ended December 31, 2024, management performed the annual impairment test for goodwill and determined that the carrying value of the IU reporting unit exceeded its fair value and the Company recognized an impairment charge of $240 million. The more significant judgments and assumptions in determining the fair value of the IU reporting unit for the 2024 impairment assessments included revenue growth rates, the projected operating margins, and the discount rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the IU reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the IU reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, the projected operating margins, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the IU reporting unit. These procedures also included, among others, testing management’s process for developing the fair value estimates of the IU reporting unit. Testing management’s process included (i) evaluating the appropriateness of the income and market approaches; (ii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iii) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, the projected operating margins, and the discount rate. Evaluating management’s assumptions related to revenue growth rates and the projected operating margins involved considering the current and past performance of the IU reporting unit, the consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
February 28, 2025
We have served as the Company’s auditor since 1962.
F-4
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
(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 | |||||||||||||||||
| Goodwill impairment charge | |||||||||||||||||
| Restructuring and other impairment charges | |||||||||||||||||
| Gain on sale of assets and business | ( | ( | |||||||||||||||
| Income from continuing operations before interest, loss on extinguishment of debt and taxes | |||||||||||||||||
| Interest expense | |||||||||||||||||
| Interest income | ( | ( | ( | ||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Income from continuing operations before taxes | |||||||||||||||||
| Taxes on income from continuing operations | |||||||||||||||||
| Income from continuing operations | |||||||||||||||||
| Operating (loss) income from discontinued operations | ( | ( | |||||||||||||||
| (Benefit) taxes on operating loss from discontinued operations | ( | ( | |||||||||||||||
| (Loss) income from discontinued operations | ( | ( | |||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Earnings per share: | |||||||||||||||||
| Basic: | |||||||||||||||||
| Income from continuing operations | $ | $ | $ | ||||||||||||||
| (Loss) income from discontinued operations | ( | ( | |||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Diluted: | |||||||||||||||||
| Income from continuing operations | $ | $ | $ | ||||||||||||||
| (Loss) income from discontinued operations | ( | ( | |||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-5
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||
| Foreign currency: | |||||||||||||||||
Foreign currency translation adjustments, net of tax of $( | ( | ( | |||||||||||||||
| Foreign currency translation, net of tax | ( | ( | |||||||||||||||
| Pension and other postretirement benefits plans: | |||||||||||||||||
Prior service cost recognized in net periodic cost, net of tax of $ | ( | ( | ( | ||||||||||||||
Unamortized gain (loss) arising during the period, net of tax of $( | ( | ||||||||||||||||
Plan settlement charge, net of tax of $( | |||||||||||||||||
Net loss recognized in net periodic cost, net of tax of $( | |||||||||||||||||
Foreign currency translation, net of tax of $( | ( | ||||||||||||||||
| Pension and other postretirement benefits plans adjustment, net of tax | |||||||||||||||||
| Derivatives qualifying as hedges: | |||||||||||||||||
Unrealized gain on derivatives arising during the period, net of tax $( | |||||||||||||||||
Reclassification adjustment on derivatives included in net income, net of tax of $ | ( | ( | ( | ||||||||||||||
| Derivatives qualifying as hedges, net of tax | ( | ||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | |||||||||||||||
| Comprehensive income | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-6
TELEFLEX INCORPORATED
CONSOLIDATED BALANCE SHEETS
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||
| 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 | |||||||||||
| Intangibles 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 | |||||||||||
| Shareholders’ equity | |||||||||||
Common shares, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Less: Treasury stock, at cost | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-7
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (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 (income) from discontinued operations | ( | ||||||||||||||||
| Depreciation expense | |||||||||||||||||
| Intangible asset amortization expense | |||||||||||||||||
| Deferred financing costs and debt discount amortization expense | |||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Pension settlement charge | |||||||||||||||||
| Fair value step up of acquired inventory sold | |||||||||||||||||
| Changes in contingent consideration | ( | ||||||||||||||||
Asset impairments | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Gain on sale of assets and business | ( | ( | |||||||||||||||
Goodwill impairment charge | |||||||||||||||||
| Deferred income taxes, net | ( | ( | ( | ||||||||||||||
| Payments for contingent consideration | ( | ( | |||||||||||||||
| Interest benefit on swaps designated as net investment hedges | ( | ( | ( | ||||||||||||||
| Other | ( | ||||||||||||||||
| Changes in operating 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 | ( | ( | ( | ||||||||||||||
| 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 | ( | ( | ( | ||||||||||||||
| Proceeds from sales of business and assets | |||||||||||||||||
| Net interest proceeds on swaps designated as net investment hedges | |||||||||||||||||
| Proceeds from sales of investments | |||||||||||||||||
| Purchase of investments | ( | ( | ( | ||||||||||||||
| Net cash (used in) provided by investing activities from continuing operations | ( | ( | ( | ||||||||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||||||||
| Proceeds from new borrowings | |||||||||||||||||
| Reduction in borrowings | ( | ( | ( | ||||||||||||||
| Debt extinguishment, issuance and amendment fees | — | ( | |||||||||||||||
Repurchase of common stock | ( | — | |||||||||||||||
| Net proceeds from share based compensation plans and the related tax impacts | ( | ||||||||||||||||
| Payments for contingent consideration | ( | ( | ( | ||||||||||||||
| Dividends paid | ( | ( | ( | ||||||||||||||
Net cash (used in) provided by financing activities from continuing operations | ( | ( | |||||||||||||||
| Cash flows from discontinued operations: | |||||||||||||||||
| Net cash used in operating activities | ( | ( | ( | ||||||||||||||
| Net cash provided by investing activities | |||||||||||||||||
Net cash (used in) provided by discontinued operations | ( | ( | |||||||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | ( | ( | |||||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash equivalents | ( | ( | |||||||||||||||
Cash, cash equivalents and restricted cash equivalents at the beginning of the year | |||||||||||||||||
Cash, cash equivalents and restricted cash equivalents at the end of the year | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-8
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
| Common Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-9
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts in thousands unless otherwise noted)
Note 1 — Summary of significant accounting policies
Consolidation: The consolidated financial statements include the accounts of Teleflex Incorporated and its subsidiaries (referred to herein as “we,” “us,” “our” and “Teleflex"). Intercompany transactions are eliminated in consolidation. These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and reflect management’s estimates and assumptions that affect the recorded amounts.
Use of estimates: The preparation of 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 net revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
Cash and cash equivalents: All highly liquid debt instruments with an original maturity of three months or less are classified as cash equivalents. The carrying value of cash equivalents approximates the current market value.
Inventories: Inventories are valued at the lower of cost or net realizable value. The cost of our inventories is determined using the first in, first out cost method. Elements of cost in inventory include raw materials, direct labor, and manufacturing overhead. In estimating net realizable value, we evaluate inventory for excess and obsolete quantities based on estimated usage and sales, among other factors.
Property, plant and equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation. Costs incurred to develop internal-use computer software during the application development stage generally are capitalized. Costs of enhancements to internal-use computer software are capitalized, provided that these enhancements result in additional functionality. Other additions and improvements that increase the capacity or lengthen the useful lives of the assets are also capitalized. Composite useful lives for categories of property, plant and equipment, which are depreciated on a straight-line basis, are as follows: buildings - 30 years; machinery and equipment - 3 to 15 years; computer equipment and software - 3 to 10 years. Leasehold improvements are depreciated over the lesser of the useful lives of the leasehold improvements or the remaining lease term. Repairs and maintenance costs are expensed as incurred.
Goodwill and other intangible assets: Goodwill and other indefinite-lived intangible assets are not amortized but are tested for impairment annually during the fourth quarter or more frequently if events or changes in circumstances indicate that an impairment may exist. Impairment losses, if any, are included in income from operations. The goodwill impairment test is applied to each of our reporting units. For purposes of this assessment, a reporting unit is an operating segment, or a business one level below an operating segment (also known as a component) if discrete financial information is prepared for that business and regularly reviewed by segment management. However, separate components are aggregated as a single reporting unit if they have similar economic characteristics.
In performing the goodwill impairment test, we may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, and entity specific factors such as strategies and financial performance. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment
F-10
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
test, described below. Alternatively, we may elect to bypass the qualitative assessment and perform the quantitative impairment test. Under a quantitative impairment test, we compare the fair value of a reporting unit to its carrying value. If the reporting unit fair value exceeds the carrying value, there is no impairment. If the reporting unit carrying value exceeds the fair value, we recognize an impairment loss based on the amount the carrying value of the reporting unit exceeds its fair value. For the year ended December 31, 2024, we recognized a goodwill impairment charge of $240 million related to our Interventional Urology North America reporting unit. For further information refer to Note 8.
Our intangible assets consist of customer relationships, intellectual property, distribution rights, in-process research and development ("IPR&D"), trade names and non-competition agreements. We define IPR&D as the value of technology acquired for which the related projects have substance and are incomplete. IPR&D acquired in a business acquisition is recognized at fair value and is required to be capitalized as an indefinite-lived intangible asset until completion of the IPR&D project or upon abandonment. Upon completion of the development project (generally when regulatory approval to market the product that utilizes the technology is obtained), an impairment assessment is performed prior to amortizing the asset over its estimated useful life. If the IPR&D projects are abandoned, the related IPR&D assets would be written off.
We test our indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an impairment may have occurred. Similar to the goodwill impairment test process, we may elect to perform a qualitative assessment. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of the indefinite-lived intangible asset is greater than its carrying amount, the asset is not impaired. If we conclude it is more likely than not that the fair value of the indefinite-lived intangible asset is less than the carrying value, we then proceed to a quantitative impairment test, which consists of a comparison of the fair value of the intangible asset to its carrying amount.
Intangible assets that do not have indefinite lives, consisting of intellectual property, customer relationships, distribution rights, certain trade names and non-competition agreements, are amortized over their estimated useful lives, which are as follows: intellectual property, 8 to 20 years; customer relationships, 8 to 27 years; distribution rights, 10 years; trade names, 15 to 30 years. The weighted average remaining amortization period with respect to our intangible assets is approximately 12 years. We periodically evaluate the reasonableness of the useful lives of these assets.
Foreign currency translation: Assets and liabilities of subsidiaries with non-United States dollar denominated functional currencies are translated into United States dollars at the rates of exchange at the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The translation adjustments are reported as a component of accumulated other comprehensive loss.
Derivative financial instruments: We use derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates. All instruments are entered into for other than trading purposes. All derivatives are recognized on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in the consolidated statement of comprehensive income as other comprehensive income (loss), if the instrument is designated as part of a hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income (loss) are reclassified to the Consolidated Statement of Income in the period in which earnings are affected by the underlying hedged item. Gains or losses on derivative instruments representing hedge ineffectiveness or hedge components excluded from the assessment of effectiveness, if any, are recognized in the Consolidated Statement of Income for the period in which such gains and losses occur. If the hedging relationship ceases to be highly effective or it becomes probable that an expected transaction will no longer occur, gains or losses on the derivative instrument are recorded in the Consolidated Statement of Income for the period in which either such event occurs. For non-designated derivatives, gains and losses are reported as selling, general and administrative expenses in the Consolidated Statement of Income. Cash flows from derivatives are recognized in the consolidated statements of cash flows in a manner consistent with the recognition of the underlying transactions.
F-11
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Share-based compensation: We estimate the fair value of share-based awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest, which is derived, in part, following consideration of estimated forfeitures, is recognized as expense over the requisite service periods. Share-based compensation expense related to stock options is measured using a Black-Scholes option pricing model that takes into account subjective and complex assumptions with respect to the expected life of the options, volatility, risk-free interest rate and expected dividend yield. The expected life of options granted is derived from the vesting period of the award, as well as historical exercise behavior, and represents the period of time that options granted are expected to be outstanding. Expected volatility is based on a blend of historical volatility and implied volatility derived from publicly traded options to purchase our common stock, which we believe is more reflective of market conditions and a better indicator of expected volatility than would be the case if we only used historical volatility. The risk-free interest rate is the implied yield currently available on United States (or "U.S.") Treasury zero-coupon issues with a remaining term equal to the expected life of the option. Forfeitures are estimated at the time of grant based on management’s expectations regarding the extent to which awards ultimately will vest and are adjusted for actual forfeitures when they occur.
Income taxes: The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, and to reflect operating loss and tax credit carryforwards. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except to the extent that such earnings are deemed to be permanently reinvested.
Significant judgment is required in determining income tax provisions and in evaluating tax positions. We establish additional provisions for income taxes when, despite the belief that tax positions are supportable, there remain certain positions that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we are examined by various federal, state and non-U.S. tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. Interest accrued with respect to unrecognized tax benefits and income tax related penalties are both included in taxes on income from continuing operations. We periodically assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to an adjustment become known.
Pensions and other postretirement benefits: We provide a range of benefits to eligible employees and retired employees, including benefits available pursuant to pension and postretirement healthcare benefits plans. We record annual amounts relating to these plans based on calculations which include various actuarial assumptions such as discount rates, expected rates of return on plan assets, compensation increases, turnover rates and healthcare cost trend rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. The effect of the modifications is generally amortized over future periods.
Restructuring costs: We primarily recognize employee termination benefits when payment becomes probable and reasonably estimable because they are provided under an ongoing benefit arrangement and are based on existing plans, historical experience and negotiated settlements of prior plans. Termination benefits provided under one-time termination benefits arrangements, if any, are recognized upon communication to the employee. We recognize charges ratably over the future service period if the employee is required to render service until termination. Other restructuring costs may include facility closure, employee relocation, equipment relocation and outplacement costs and are recognized in the period they are incurred.
Contingent consideration related to business acquisitions: In connection with business acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified objectives such as receipt of regulatory approval, commercialization of a product or achievement of sales targets. In a business combination, we record a contingent liability, as of the acquisition date, representing the estimated fair value of the contingent consideration that we expect to pay. We remeasure the fair value of our contingent consideration arrangements each reporting period and, based on new developments, record changes in fair value until either the contingent consideration obligation is satisfied through payment upon the achievement of, or the obligation no longer exists due to the failure to achieve, the specified objectives. The change in the fair value is recorded in selling, general and administrative expenses in the Consolidated Statement of Income. A contingent consideration payment is classified as a financing activity in the consolidated statement of cash flows to the extent it was recorded as a liability as of the
F-12
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
acquisition date. Any additional amount paid in excess of the amount initially accrued is classified as an operating activity in the consolidated statement of cash flows.
If the transaction is determined to be an asset acquisition rather than a business combination, a contingent consideration liability is recognized when the specified objective is deemed probable and is estimable.
Revenue recognition: 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 the OEM (Original Equipment Manufacturer and Development Services) 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 represented 87 %, 11 % and 2 % of our consolidated net revenues, respectively, for the year ended December 31, 2024. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. With respect to the custom products sold in the OEM, revenue is measured using the units produced output method. Payment is generally due 30 days from the date of invoice.
We have made the following revenue accounting policy elections and elected to use certain practical expedients: (1) we account for amounts collected from customers for sales and other taxes, net of related amounts remitted to tax authorities; (2) we do not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, we expect the period between the time when we transfer a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less; (3) we expense costs to obtain a contract as they are incurred if the expected period of benefit, and therefore the amortization period, is one year or less; (4) we account for shipping and handling activities that occur after control transfers to the customer as a fulfillment cost rather than an additional promised service; (5) we classify shipping and handling costs within cost of goods sold; and (6) with respect to OEM, we have applied the practical expedient to exclude disclosure of remaining performance obligations as the contracts typically have a term of one year or less.
The amount of consideration we receive and revenue we recognize varies as a result of changes in customer sales incentives, including discounts and rebates, and returns offered to customers. The estimate of revenue is adjusted upon the earlier of the following events: (i) the most likely amount of consideration expected to be received changes or (ii) the consideration becomes fixed. Our policy is to accept returns only in cases in which the product is defective and covered under our standard warranty provisions. When we give customers the right to return products, we estimate the expected returns based on an analysis of historical experience. The liability for returns and allowances, which includes liabilities established related to the Italian payback matter discussed in Note 17, was $41.7 million and $22.2 million as of December 31, 2024 and 2023, respectively. In estimating customer rebates, we consider the lag time between the point of sale and the payment of the customer’s rebate claim, customer-specific trend analyses, contractual commitments, including stated rebate rates, historical experience with respect to specific customers (as we have a history of providing similar rebates on similar products to similar customers) and other relevant information. The reserve for customer incentive programs, including customer rebates, was $24.9 million and $26.7 million at December 31, 2024 and 2023, respectively. We expect the amounts subject to the reserve as of December 31, 2024 to be paid within 90 days subsequent to period-end.
Leases: We determine whether a contract is, or includes, a lease at inception. Right-of-use assets and lease liabilities are recognized at lease commencement based on the estimated present value of unpaid lease payments over the lease term. To determine the present value we use an incremental borrowing rate derived from information available at lease commencement.
F-13
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 2 — Recently issued accounting standards
In November 2023, the Financial Accounting Standard Board ("FASB") issued new guidance designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses per segment. We adopted the new standard for the fiscal year ended December 31, 2024 using a retrospective transition approach. Additional information and disclosures required by the new guidance are provided in Note 18.
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 to be adopted retrospectively and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.
In 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.
In March 2024, the SEC adopted final rules that require registrants to include certain climate-related disclosures in registration statements and annual reports. The required disclosures include information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations or financial condition. The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions and will require registrants to present certain climate-related financial disclosures in their audited financial statements. The rules were to be effective for all fiscal years beginning in 2025. However, following the adoption of the rules, challenges to the rules were brought in six federal appellate courts. These challenges were consolidated for review in the U.S. Court of Appeals for the Eighth Circuit. Additional cases have been filed since the consolidation order. On April 4, 2024, the SEC announced that it had stayed the rules pending the completion of judicial review of the consolidated Eighth Circuit petitions. The SEC has further stated that it plans to designate a new effective date and phase-in period for the implementation of the rules at the conclusion of the stay, though this would occur only if the SEC prevails in the ongoing legal proceedings. We plan to monitor the status of these rules, and, as appropriate, to evaluate the rules to determine their impact on our consolidated financial statements.
From time to time, new accounting guidance issued by the FASB or other standard setting bodies is adopted as of the specified effective date or, when permitted by the guidance and as determined by us, as of an earlier date. We have assessed recently issued guidance that is not yet effective, except as noted above, and believe the new guidance that we have assessed will not have a material impact on our results of operations, cash flows or financial position.
F-14
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 3 - Net revenues
The following table disaggregates revenue by global product category for the years ended December 31, 2024, 2023 and 2022.
| Year Ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||||||||
| 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).
(2) The product categories listed above are presented on a global basis, as each of our reportable segments is defined based on the geographic location of its operations.
Note 4 —Acquisitions
2023 acquisition
In the fourth quarter of 2023, we completed the acquisition of Palette Life Sciences AB (“Palette”), a privately held medical device company that sells a portfolio of hyaluronic acid gel-based products primarily utilized in the treatment of urology diseases including a rectal spacing product used in connection with radiation therapy treatment of prostate cancer. Under the terms of the agreement, we acquired Palette for an initial cash payment of $594.9 million, with the potential to make two milestone payments up to $50 million in the aggregate if certain commercial milestones are met. The milestone payments are based on net sales growth over the two-year period beginning January 1, 2024.
The fair value of the assets acquired and the liabilities assumed resulted in the recognition of $355.1 million of goodwill, $264.0 million of intellectual property, $40.5 million of trade name assets and $29.0 million of customer relationship assets. The fair value of the asset acquired reflects a modification in the third quarter of 2024 to our allocation of the intangible assets acquired between our domestic and foreign entities as we identified new facts and circumstances that existed as of the acquisition date. As a result, we recorded a measurement period adjustment recognizing a $2.0 19.7 million, which decreased comprehensive income in the period. The adjustment did not have a significant impact on our results from operations.
We have not reached an agreement on the closing statement adjustments with the seller. However, the measurement period related to this acquisition expired during the fourth quarter of 2024, and as a result, any subsequent adjustments to the consideration transferred will be recognized in the reporting period in which they are settled.
The following unaudited pro forma combined financial presentation of Net income and Earnings per share for the years ended December 31, 2023 and 2022, respectively, gives effect to the Palette acquisition as if it was completed at the beginning of the earliest period presented. Revenues are not significant to the periods presented and have not been included. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under our ownership and management.
F-15
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Basic earnings per share: | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Diluted earnings per share: | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
The unaudited pro forma combined financial information presented above includes the accounting effects of the Palette acquisition, including, to the extent applicable, amortization charges from acquired intangible assets; interest expense associated with borrowings to finance the acquisition; the revaluation of inventory; and the related tax effects. The unaudited pro forma financial information also includes non-recurring charges specifically related to the Palette acquisition.
Supplemental cash flow information
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Non cash investing and financing activities of continuing operations: | |||||||||||||||||
| Acquisition of businesses | $ | $ | $ | ||||||||||||||
Acquisition of BIOTRONIK Vascular Intervention business
On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular Intervention business ("the VI Business") of privately-held BIOTRONIK SE & Co. KG (“BIOTRONIK”). See Note 20 for additional information related to this acquisition.
Note 5 — Restructuring and other impairment charges
2024 Restructuring plan
During the fourth quarter of 2024, we initiated the "2024 restructuring plan," a strategic restructuring plan aimed at optimizing operations, reducing costs and enhancing efficiencies across our business lines, and includes the relocation of select office administrative operations. We estimate that we will incur aggregate pre-tax restructuring charges of $6 million to $7 million consisting primarily of termination benefits. In addition, we expect to incur $3 million to $4 million in restructuring related charges, most of which are expected to be recognized in selling, general and administrative expenses. We expect this plan will be substantially completed by the end of 2025.
For the year ended December 31, 2024, we incurred $0.2 million in restructuring related charges in connection with the 2024 restructuring plan, substantially all of which was recognized in selling, general and administrative expenses.
2024 Footprint realignment plan
During the second quarter of 2024, we initiated the "2024 Footprint realignment plan," encompassing several strategic restructuring initiatives. These initiatives primarily include the relocation of select manufacturing operations to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts, the relocation of certain integral product development and manufacturing support functions, the optimization of certain supply chain activities and related workforce reductions. The actions under the 2024 Footprint realignment plan are expected to be substantially completed by the end of 2025.
F-16
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table provides a summary of the cost estimates by major type of expense associated with the 2024 Footprint realignment plan:
Total estimated amount expected to be incurred | |||||
Plan expense estimates: | (Dollars in millions) | ||||
Restructuring charges (1) | $ | ||||
Restructuring related charges (2) | $ | ||||
Total restructuring and restructuring related charges | $ | ||||
(1) Substantially all of the charges consist of employee termination benefit cost.
(2) Consists of pre-tax charges related to accelerated depreciation and other costs directly related to the plan, primarily project management costs and costs to relocate manufacturing operations and support functions to the new locations. Substantially all of the charges are expected to be recognized within costs of goods sold.
For the year ended December 31, 2024, we incurred $6.6 million in restructuring related charges in connection with the 2024 Footprint realignment plan, substantially all of which was recognized in cost of goods sold.
2023 Footprint Realignment plan
During the third quarter of 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. These actions are expected to be substantially completed by the end of 2027. The following table provides a summary of the cost estimates by major type of expense associated with the 2023 Footprint realignment plan:
| Total estimated amount expected to be incurred | |||||
| Plan expense estimates: | (Dollars in millions) | ||||
Restructuring charges (1) | $ | ||||
Restructuring related charges (2) | $ | ||||
| Total restructuring and restructuring related charges | $ | ||||
(1) Substantially all of the charges consist of employee termination benefit cost.
(2) Restructuring related charges represent costs that are directly related to the 2023 Footprint realignment plan and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. Substantially all of these charges are expected to be recognized within cost of goods sold.
For the year ended December 31, 2024, we incurred $2.6 million in restructuring related charges in connection with the 2023 Footprint realignment plan, all of which was recognized in cost of goods sold. As of December 31, 2024, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of $2.8 million. In addition, as of December 31, 2024, we have incurred aggregate restructuring related charges of $2.7 million with respect to the 2023 Footprint realignment plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.
2023 Restructuring plan
During the fourth quarter of 2023, we initiated the "2023 restructuring plan," which primarily involves the integration of Palette into Teleflex and workforce reductions designed to improve operating performance across the organization by creating efficiencies that align with evolving market demands and our strategy to enhance long-term value creation. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.
F-17
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the restructuring reserve activity related to our 2024 Restructuring plan, 2024 Footprint realignment plan and 2023 Footprint realignment plan:
2024 Restructuring plan | 2024 Footprint realignment plan | 2023 Footprint realignment plan | |||||||||||||||||||||
Balance at December 31, 2022 | $ | $ | $ | ||||||||||||||||||||
| Subsequent accruals | |||||||||||||||||||||||
| Cash payments | ( | ||||||||||||||||||||||
Balance at December 31, 2023 (1) | |||||||||||||||||||||||
Accruals | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Foreign currency translation and other | |||||||||||||||||||||||
Balance at December 31, 2024 (1) | $ | $ | $ | ||||||||||||||||||||
(1)The restructuring reserves as of December 31, 2024 and 2023 consisted mainly of accruals related to termination benefits. Other costs (facility closure, employee relocation, equipment relocation and outplacement costs) were expensed and paid in the same period.
The restructuring and impairment charges recognized for the years ended December 31, 2024, 2023, and 2022 consisted of the following:
2024 | |||||||||||||||||
| Termination benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Restructuring plan | $ | $ | $ | ||||||||||||||
| 2024 Footprint realignment plan | |||||||||||||||||
| 2023 Restructuring plan | ( | ( | |||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
| 2022 Restructuring plan | ( | ( | |||||||||||||||
Other restructuring programs (2) | ( | ( | |||||||||||||||
| Total restructuring charges | |||||||||||||||||
Asset impairment charges | |||||||||||||||||
Total restructuring and other impairment charges | $ | $ | $ | ||||||||||||||
| 2023 | |||||||||||||||||
| Termination benefits | Other Costs (1) | Total | |||||||||||||||
| 2023 Restructuring plan | $ | $ | $ | ||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
| 2022 Restructuring plan | |||||||||||||||||
| Respiratory divestiture plan | ( | ( | |||||||||||||||
Other restructuring programs (3) | ( | ( | |||||||||||||||
Total restructuring and other impairment charges | $ | $ | $ | ||||||||||||||
| 2022 | |||||||||||||||||
| Termination benefits | Other Costs (1) | Total | |||||||||||||||
| 2022 Restructuring plan | $ | $ | $ | ||||||||||||||
| Respiratory divestiture plan | |||||||||||||||||
| 2019 Footprint realignment plan | ( | ( | |||||||||||||||
| 2018 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (3) | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
Total restructuring and other impairment charges | $ | $ | $ | ||||||||||||||
(1)Includes facility closure, contract termination and other exit costs.
(2)Includes activity primarily related to our 2018 and 2019 Footprint realignment plans, which have concluded.
F-18
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(3)Includes activity primarily related to a restructuring plan initiated in the first quarter of 2022 that is designed to relocate manufacturing operations at certain of our facilities (the "2022 Manufacturing relocation plan") and our 2014, 2018, and 2019 Footprint realignment plans, which have concluded.
Other Impairment charges
For the year ended December 31, 2024, we recorded non-cash impairment charges totaling $7.8 million related to a decrease in the carrying value of an equity investment and an impairment of a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility. For the year ended December 31, 2022, we recorded impairment charges of $1.5 million related to our decision to abandon certain assets.
Note 6 — Inventories
Inventories at December 31, 2024 and 2023 consist of the following:
| 2024 | 2023 | ||||||||||
Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
Note 7 — Property, plant and equipment
The major classes of property, plant and equipment, at cost, at December 31, 2024 and 2023 were as follows:
| 2024 | 2023 | ||||||||||
Land, buildings and leasehold improvements | $ | $ | |||||||||
| Machinery and equipment | |||||||||||
| Computer equipment and software | |||||||||||
| Construction in progress | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Note 8 — Goodwill and other intangible assets
Changes in the carrying amount of goodwill, by reportable operating segment, for the years ended December 31, 2024 and 2023 were as follows:
| Americas | EMEA | Asia | Total | |||||||||||||||||||||||
Balance as of December 31, 2022 | ||||||||||||||||||||||||||
Goodwill | $ | $ | $ | $ | ||||||||||||||||||||||
| Goodwill related to acquisitions | ||||||||||||||||||||||||||
Translation and other adjustments | ||||||||||||||||||||||||||
Balance as of December 31, 2023 | ||||||||||||||||||||||||||
| Goodwill impairment charge | ( | ( | ||||||||||||||||||||||||
| Goodwill related to acquisitions | ( | ( | ||||||||||||||||||||||||
| Translation and other adjustments | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
Our goodwill impairment testing is performed annually during the fourth quarter of each fiscal year in addition to periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. During the second quarter of 2024, we identified indicators of a potential impairment related to our Interventional Urology North America reporting unit (the “IU reporting unit”), included within our Americas operating segment. The indicators of a potential impairment primarily arose from lower than anticipated sales results from our UroLift product line (“UroLift"), primarily driven by the adverse impact of persistent end-market challenges within the U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income and the market approaches and no impairment to goodwill was recognized in the second quarter of 2024 as the fair
F-19
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
value of the reporting unit exceeded the carrying value. During the third quarter of 2024, the IU reporting unit performed largely in line with the forecast used in the second quarter 2024 quantitative fair value test.
In connection with preparing the financial statements for the year ended December 31, 2024, we performed our annual impairment test for goodwill and determined that the carrying value of the IU reporting unit exceeded its fair value. Consequently, we recognized an impairment charge of $240 million in the goodwill impairment line in the Consolidated Statements of Income. The charge was primarily driven by updates to our UroLift forecast, done as part of our annual operating plan process, which reflects management's expectations of a prolonged period of subdued revenue growth due to persistent end-market challenges and changes in competitive pressures in the short to mid-term. Moreover, we anticipate that challenges related to a combination of price, mainly within the office site of service, and volume, will likely continue to impact growth rates.
As of December 31, 2024, goodwill of the IU reporting unit was $403.9 million after the impairment charge. We estimated the fair value of the reporting unit using both the income and the market approaches. The more significant judgments and assumptions in determining the fair value of the IU reporting unit for our 2024 impairment assessments included the revenue growth rates, the projected operating margins and the discount rate. The quantitative assessment utilized a discount rate of 10.75 %.
Intangible assets at December 31, 2024 and 2023 consisted of the following:
| Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Customer relationships | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||
| Intellectual property | ( | ( | |||||||||||||||||||||
| Distribution rights | ( | ( | |||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
As of December 31, 2024, trade names having a carrying value of $227.7 million are considered indefinite-lived. Acquired IPR&D is indefinite-lived until the completion of the related development project, at which point amortization of the carrying value of the technology will commence.
Amortization expense related to intangible assets was $197.7 million, $174.0 million, and $164.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. The estimated annual amortization expense for each of the five succeeding years is as follows:
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
Note 9 — Leases
We have operating leases for various types of properties, consisting of manufacturing plants, engineering and research centers, distribution warehouses, offices and other facilities, and equipment used in operations. Some leases provide us with an option, exercisable at our sole discretion, to terminate the lease or extend the lease term for or more years. When measuring assets and liabilities arising from a lease that provides us with an option to extend the lease term, we take into account payments to be made in the optional extension period when it is reasonably certain that we will exercise the option. Total lease cost (all of which related to operating leases) was $29.3 million, $31.1 million and $30.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
F-20
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Maturities of lease liabilities
| December 31, 2024 | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 and thereafter | |||||
| Total lease payments | |||||
| Less: interest | ( | ||||
| Present value of lease liabilities | $ | ||||
Supplemental information
| December 31, 2024 | December 31, 2023 | ||||||||||
Total lease liabilities (1) | $ | $ | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities within operating cash flows | $ | $ | |||||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | $ | |||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
(1) The current portion of the operating lease liability is included in other current liabilities.
Note 10 — Borrowings
Our borrowings at December 31, 2024 and 2023 were as follows:
| 2024 | 2023 | ||||||||||
| 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 | $ | $ | |||||||||
Senior credit facility
In 2022, we amended and restated our existing credit agreement by entering into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides for a five-year revolving credit facility of $1.0 billion and a term loan facility of $500.0 million. The obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on substantially all of the assets owned by us and each guarantor. The maturity date of the revolving credit facility and the term loan facility under the Credit Agreement is November 4, 2027.
F-21
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
At our option, loans under the Credit Agreement will bear interest at a rate equal to adjusted Term SOFR plus an applicable margin ranging from 1.125 % to 2.00 % or at an alternate base rate, which is defined as 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 eurodollar transactions denominated in 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. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00 %.
The obligations to extend credit under the Credit Agreement are subject to customary conditions for transactions of this type.
The Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on us and our subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require us and our subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of the Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, we are required to maintain a maximum total net leverage ratio of 4.50 to 1.00. We are further required to maintain a minimum interest coverage ratio of 3.50 to 1.00.
In 2017, we issued $500.0 million of 4.625 % Senior Notes due 2027 (the "2027 Notes"). We pay interest on the 2027 Notes semi-annually on May 15 and November 15, commencing on May 15, 2018, at a rate of 4.625 % per year. The 2027 Notes mature on November 15, 2027 unless earlier redeemed by us at our option, as described below, or purchased by us at the holder’s option under specified circumstances following a Change of Control or Asset Sale (each as defined in the indenture related to the 2027 Notes), coupled with a downgrade in the ratings of the 2027 Notes, or upon our election to exercise our optional redemption rights, as described below. We incurred transaction fees of $7.9 million, including underwriters’ discounts and commissions, in connection with the offering of the 2027 Notes, which were recorded on the consolidated balance sheet as a reduction to long-term borrowings and are being amortized over the term of the 2027 Notes. We used the net proceeds from the offering to repay borrowings under our revolving credit facility.
Our obligations under the 2027 Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries.
We may, on one or more occasions, redeem some or all of the 2027 Notes at a redemption price of 102.313 % of the principal amount of the 2027 Notes subject to redemption, declining, in annual increments of 0.771 %, to 100 % of the principal amount on November 15, 2025, plus accrued and unpaid interest.
The indenture relating to the 2027 Notes contains covenants that, among other things and subject to certain exceptions, limit or restrict our ability to create liens; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; or enter into sale leaseback transactions.
In 2020, we issued $500.0 million of 4.25 % Senior Notes due 2028 (the "2028 Notes"). We pay interest on the 2028 Notes semi-annually on June 1 and December 1, commencing on December 1, 2020, at a rate of 4.25 % per year. The 2028 Notes mature on June 1, 2028 unless earlier redeemed at our option, as described below, or purchased at the holder’s option under specified circumstances following a Change of Control or Event of Default (each as defined in the indenture related to the 2028 Notes), coupled with a downgrade in the ratings of the 2028 Notes, or upon our election to exercise its optional redemption rights, as described below. We incurred transaction fees of $8.5 million, including underwriters’ discounts and commissions, in connection with the offering of the 2028 Notes, which were recorded on the consolidated balance sheet as a reduction to long-term borrowings and are being amortized over the term of the 2028 Notes. We used the net proceeds from the offering to repay borrowings under our revolving credit facility.
F-22
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Our obligations under the 2028 Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries.
We may, on one or more occasions, redeem some or all of the 2028 Notes at a redemption price of 102.125 % of the principal amount of the 2028 Notes subject to redemption, declining, in annual increments of 1.0625 %, to 100 % of the principal amount on June 1, 2025, plus accrued and unpaid interest.
The indenture relating to the 2028 Notes contains covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to create liens; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and enter into sale leaseback transactions.
Securitization program
We have an accounts receivable securitization facility under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of Teleflex. Accordingly, the assets of the SPE are not available to satisfy the obligations of Teleflex or any of its subsidiaries. The SPE sells undivided interests in those receivables to an asset backed commercial paper conduit for consideration of up to the maximum available capacity. This facility is utilized from time to time to provide increased flexibility in funding short term working capital requirements. The agreement governing the accounts receivable securitization facility contains certain covenants and termination events. An occurrence of an event of default or a termination event under this facility may give rise to the right of its counterparty to terminate this facility. As of December 31, 2024, we were in compliance with the covenants, and none of the termination events had occurred. As of December 31, 2024 and 2023, we had $75.0
VI Business acquisition financing
On February 24, 2025, we amended and restated our existing Credit Agreement to facilitate our upcoming acquisition of the VI Business. See Note 20 for additional information.
Fair value of long-term debt
To determine the fair value of our debt for which quoted prices are not available, we use a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality and risk profile. Our implied credit rating is a factor in determining the market interest yield curve. The following table provides the fair value of our debt as of December 31, 2024 and 2023, which is valued based on Level 2 inputs within the hierarchy used to measure fair value (see Note 12 for further information):
| December 31, 2024 | December 31, 2023 | ||||||||||
| Fair value of debt | $ | $ | |||||||||
Debt Maturities
As of December 31, 2024, the aggregate amounts of long-term debt, demand loans and debt under our securitization program that will mature during each of the next four years and thereafter were as follows:
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 and thereafter | |||||
Supplemental cash flow information
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash interest paid | $ | $ | $ | ||||||||||||||
F-23
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 11 — Financial instruments
Foreign currency forward contracts
We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We enter into the non-designated foreign currency forward contracts for periods consistent with the currency exposures, which generally approximate one month. For the years ended December 31, 2024 and 2023, we recognized a gain of $4.1 million and a loss of $3.2 million, respectively, related to non-designated foreign currency forward contracts.
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of December 31, 2024 and 2023 was $270.9 million and $234.1 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of December 31, 2024 and 2023 was $168.6 million and $195.0 million, respectively. All open foreign currency forward contracts as of December 31, 2024 have durations of 12 months or less.
VI Business acquisition foreign exchange derivative contracts
In conjunction with our upcoming acquisition of the VI Business, we entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to economically hedge against the foreign currency exposure associated with the cash consideration needed to complete the acquisition. See Note 20 for additional information.
Cross-currency interest rate swaps
During 2019, we entered into cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2019 Cross-currency swaps"). Under the terms of the cross-currency swap agreements, we notionally exchanged $250 million at an annual interest rate of 4.88 % for €219.2 million at an annual interest rate of 2.46 %. The swap agreements are designed as net investment hedges. On February 26, 2024, the agreements related to our 2019 Cross-currency swap with an original maturity date of March 4, 2024 were terminated resulting in $12.1 million in cash settlement proceeds.
On February 26, 2024, we executed two separate term cross-currency swap agreements set to expire on February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Each of the swap agreements had a notional principal amount of $250 million and was designated as a net investment hedge. On April 25, 2024, the cross-currency agreements executed in February 2024 were terminated in response to changes in market conditions, resulting in $0.4 million in a cash settlement payment, and we simultaneously executed two new separate term cross-currency swap agreements with the same expiration dates and notional values (together, the "2024 Cross-currency swap agreements"). The cross-currency swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25 % for €233.4 million at an annual interest rate of 2.44 %. The cross-currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25 % for €233.4 million at an annual interest rate of 2.45 %. Both of the 2024 Cross-currency swap agreements are designated as net investment hedges.
During 2023, we executed new 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 existing $500 million notional cross-currency swaps and re-designated the combined $500 million notional cross currency swaps and zero cost collar into a new hedging instrument. At re-designation, the existing $500 million notional cross-currency swaps were off-
F-24
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 has 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") while the accrued interest is recognized in interest expense in the statement of operations. 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 years ended December 31, 2024 and December 31, 2023:
| December 31, 2024 | December 31, 2023 | ||||||||||
Foreign exchange gains (losses) | $ | $ | ( | ||||||||
| Interest benefit | |||||||||||
Balance sheet presentation
The following table presents the locations in the consolidated balance sheets and fair value of derivative instruments as of December 31, 2024 and 2023:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Asset derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swap | |||||||||||
| Cross-currency interest rate swap | |||||||||||
| Total asset derivatives | $ | $ | |||||||||
| Liability derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swap | — | ||||||||||
| Cross-currency interest rate swap | — | ||||||||||
| Total liability derivatives | $ | $ | |||||||||
See Note 13 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.
For the years ended December 31, 2024, 2023 and 2022, there was no
Note 12 — Fair value measurement
Fair value is the price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability. Under GAAP, there is a three-level hierarchy of the inputs (i.e., assumptions that market participants would use in pricing an asset or liability) used to measure fair value. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the entire fair value measurement.
F-25
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The levels of inputs within the hierarchy used to measure fair value are as follows:
Level 1 — inputs to the fair value measurement that are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — inputs to the fair value measurement that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 — inputs to the fair value measurement that are unobservable inputs for the asset or liability.
The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023:
| Basis of fair value measurement | |||||||||||||||||||||||
| December 31, 2024 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
| Basis of fair value measurement | |||||||||||||||||||||||
| December 31, 2023 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
There were no transfers of financial assets or liabilities into or out of Level 3 within the fair value hierarchy during the years ended December 31, 2024 or 2023.
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 forward 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 8) 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.
F-26
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 December 31, 2024, the maximum amount we could be required to pay under the contingent consideration arrangements related to the Palette and 2022 acquisition of Standard Bariatrics Inc. was $177.0 million.
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 | 2025 - 2026 | |||||||||||||||||||
The following table provides information regarding changes in our contingent consideration liabilities for the years ended December 31, 2024 and 2023:
| Contingent consideration | |||||||||||
| 2024 | 2023 | ||||||||||
| Beginning balance – January 1 | $ | $ | |||||||||
| Initial estimate upon acquisition | |||||||||||
| Payments | ( | ( | |||||||||
| ( | |||||||||||
| Ending balance – December 31 | $ | $ | |||||||||
Note 13 — Shareholders' equity
Our authorized capital is comprised of 200 million common shares, $1 par value, and 500,000 preference shares. No
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 shares outstanding:
| 2024 | 2023 | 2022 | |||||||||||||||
| Basic | |||||||||||||||||
| Dilutive effect of share based awards | |||||||||||||||||
| Diluted | |||||||||||||||||
Weighted average shares that were antidilutive and therefore excluded from the calculation of diluted earnings per share were 0.9 million, 0.7 million, and 0.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.
On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time. On August 2, 2024, we entered into an accelerated share repurchase agreement for $200 million of our common stock. Under this agreement, 678,110 shares of common stock, representing 80 % of the $200 million aggregate, were delivered and included in treasury stock. The initial shares received were calculated based on a price per share of $235.95 , which was the closing share price of our common stock on August 1, 2024. Final settlement under the ASR Transaction occurred on October 30, 2024, at which time we received 172,351 additional shares of common stock. The total shares received
F-27
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
were calculated based on a price per share of $235.17 , which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
In February 2025, we entered into a new $300 million accelerated share repurchase agreement. See Note 20 for additional information related to this agreement.
The following table provides information relating to the changes in accumulated other comprehensive income (loss), net of tax, for each of the years ended December 31, 2024 and 2023:
Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||
Balance at December 31, 2022 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
Other comprehensive income before reclassifications | |||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||||||||
Net current-year other comprehensive income (loss) | ( | ||||||||||||||||||||||
Balance at December 31, 2023 | ( | ( | ( | ||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | ( | ||||||||||||||||||||||
Net current-year other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
The following table provides information relating to the (gains) losses recognized in the statements of income including the reclassifications of losses (gains) in accumulated other comprehensive (loss) income into expense/(income), net of tax, for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (Gains) losses on designated foreign exchange forward contracts: | |||||||||||||||||
| Cost of goods sold | $ | ( | $ | ( | $ | ( | |||||||||||
| Total before tax | ( | ( | ( | ||||||||||||||
| Taxes expense | |||||||||||||||||
| Net of tax | ( | ( | ( | ||||||||||||||
| Amortization of pension and other postretirement benefits items: | |||||||||||||||||
Actuarial losses (1) | |||||||||||||||||
Prior-service credits (1) | ( | ( | ( | ||||||||||||||
Settlements | |||||||||||||||||
| Total before tax | |||||||||||||||||
| Tax benefit | ( | ( | ( | ||||||||||||||
| Net of tax | |||||||||||||||||
| Impact on income from continuing operations, net of tax | $ | $ | ( | $ | |||||||||||||
(1)These accumulated other comprehensive (loss) income components are included in the computation of net benefit cost of pension and other postretirement benefit plans (see Note 16 for additional information).
Note 14 — Stock compensation plans
In May 2023, our stockholders approved the Teleflex Incorporated 2023 Stock Incentive Plan (the "Plan”), The Plan provides for several different kinds of awards, including stock options, stock appreciation rights, stock awards, stock unit awards and other stock-based awards to directors, officers and key employees. Under the Plan, the Company is authorized to issue up to 4.3 million shares of common stock, subject to adjustment in accordance with special share counting rules in the Plan. Options granted under the Plan have an exercise price equal to the closing price of the Company's common stock on the date of the grant. In 2024, we granted incentive and non-qualified
F-28
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
options to purchase 193,826 shares of common stock and granted restricted stock units representing 108,777 shares of common stock under the Plan.
Under our equity incentive program, we issue performance share units ("PSUs") designed to further incentivize our senior management with respect to the achievement of our long term financial objectives. The PSU component of the equity incentive program is designed to provide shares of our common stock to the holder based upon our achievement of certain financial performance criteria during a designated performance period of three years . The number of shares to be awarded under the PSUs granted are subject to modification based upon our total stockholder return relative to a designated group of public companies. Assuming target performance is achieved, a total of 45,052 shares of common stock would be issuable in respect of the PSUs granted and a maximum of 111,696 shares would be issuable in respect of such PSUs upon achievement of maximum performance levels. The following table summarizes the share-based compensation activity:
| 2024 | 2023 | 2022 | |||||||||||||||
| Share-based compensation expense | $ | $ | $ | ||||||||||||||
| Total income tax benefit recognized for share-based compensation arrangements | |||||||||||||||||
Net excess tax (deficiency) benefit | ( | ||||||||||||||||
The unrecognized compensation expense for all awards granted in 2024 as of the grant date was $41.5 million, which will be recognized over the vesting period of the awards. As of December 31, 2024, 3,583,530 shares were available for future grants under the Plan.
Option Awards
The fair value of options granted in 2024, 2023 and 2022 was estimated at the date of grant using a Black-Scholes option pricing model. The following weighted-average assumptions were used:
| 2024 | 2023 | 2022 | |||||||||||||||
| Risk-free interest rate | % | % | % | ||||||||||||||
| Expected life of option | |||||||||||||||||
| Expected dividend yield | % | % | % | ||||||||||||||
| Expected volatility | % | % | % | ||||||||||||||
The following table summarizes the option activity during 2024:
| Shares Subject to Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life In Years | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, beginning of the year | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||
| Outstanding, end of the year | $ | ||||||||||||||||||||||
| Exercisable, end of the year | $ | $ | |||||||||||||||||||||
The weighted average grant date fair value for options granted during 2024, 2023 and 2022 was $70.28 , $76.46 and $88.92 , respectively. The total intrinsic value of options exercised during 2024, 2023 and 2022 was $4.7 million, $13.5 million and $5.0 million, respectively.
We recorded $12.8 million of expense related to options during 2024, which is included in cost of goods sold or selling, general and administrative expenses. As of December 31, 2024, the unamortized share-based compensation cost related to non-vested stock options, net of expected forfeitures, was $13.7 million, which is expected to be recognized over a weighted-average period of 1.5 years. Authorized but unissued shares of our common stock are issued upon exercises of options.
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TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Stock Awards
The fair value of PSUs granted were determined using a Monte Carlo simulation valuation model. The grant date fair value for the 2024 PSU awards was $220.45 . The fair value for restricted stock units approximates the closing market price of Teleflex’s common stock on the grant date, adjusted for units that are ineligible for the accrual of dividend equivalents.
The following table summarizes the non-vested restricted stock unit activity during 2024:
Number of Non-Vested Shares | Weighted Average Grant-Date Fair Value | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, beginning of the year | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Outstanding, end of the year | $ | $ | |||||||||||||||||||||
We issued 108,777 , 98,201 and 85,780 of non-vested restricted stock units in 2024, 2023 and 2022, respectively, the majority of which provide for vesting as to all underlying shares on the third anniversary of the grant date. The weighted average grant-date fair value for non-vested restricted stock units granted during 2024, 2023 and 2022 was $220.18 , $235.14 and $323.35 , respectively.
Note 15 — Income taxes
The following table summarizes the components of the provision for income taxes from continuing operations:
| 2024 | 2023 | 2022 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State | |||||||||||||||||
| Non-U.S. | |||||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | ( | ( | ( | ||||||||||||||
| State | ( | ||||||||||||||||
| Non-U.S. | ( | ||||||||||||||||
| $ | $ | $ | |||||||||||||||
At December 31, 2024, the cumulative unremitted earnings of subsidiaries outside the U.S. that are considered non-permanently reinvested and for which taxes have been provided approximated $2.6 billion. At December 31, 2024, no cumulative unremitted earnings of subsidiaries outside the U.S. are considered permanently reinvested.
The following table summarizes the U.S. and non-U.S. components of income from continuing operations before taxes:
| 2024 | 2023 | 2022 | |||||||||||||||
| U.S. | $ | ( | $ | $ | |||||||||||||
| Non-U.S. | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
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Reconciliations between the statutory federal income tax rate and the effective income tax rate are as follows:
| 2024 | 2023 | 2022 | |||||||||||||||
| Federal statutory rate | % | % | % | ||||||||||||||
| Tax effect of international items | ( | ( | ( | ||||||||||||||
Pension settlement charge | ( | ( | |||||||||||||||
Legal entity rationalization - deferred taxes | |||||||||||||||||
| Excess tax benefits related to share-based compensation | ( | ( | |||||||||||||||
| State taxes, net of federal benefit | |||||||||||||||||
| Uncertain tax contingencies | ( | ( | ( | ||||||||||||||
| Contingent consideration | ( | ||||||||||||||||
| Goodwill impairment charge | |||||||||||||||||
| Research and development tax credit | ( | ( | ( | ||||||||||||||
| Other, net | |||||||||||||||||
| % | % | % | |||||||||||||||
The effective income tax rate for 2024 was 7.0 % compared to 17.6 % for 2023. The effective income tax rate for 2024 reflects a non-deductible goodwill impairment charge recognized in connection with our annual impairment test for goodwill. Tax benefits were recognized in both 2024 and 2023 related to the pension settlement charge recognized in connection with the termination of the TRIP, as described in Note 16. The effective income tax rate for 2023 reflects the impact of deferred charges resulting from a legal entity rationalization, the impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our contingent consideration liabilities and a tax expense resulting from a deferred charge relating to the 2022 Restructuring Plan.
We are routinely subject to examinations by various taxing authorities. In conjunction with these examinations and as a regular practice, we establish and adjust reserves with respect to its uncertain tax positions to address developments related to those positions. We realized a net benefit of $0.9 million, $2.3 million and $2.0 million in 2024, 2023 and 2022 respectively, as a result of reducing our reserves with respect to uncertain tax positions, principally due to the expiration of a number of applicable statutes of limitations.
The following table summarizes significant components of our deferred tax assets and liabilities at December 31, 2024 and 2023:
| 2024 | 2023 | ||||||||||
| Deferred tax assets: | |||||||||||
| Tax loss and credit carryforwards | $ | $ | |||||||||
| Lease Liabilities | |||||||||||
| Reserves and accruals | |||||||||||
| Other | |||||||||||
| Less: valuation allowances | ( | ( | |||||||||
| Total deferred tax assets | |||||||||||
| Deferred tax liabilities: | |||||||||||
| Property, plant and equipment | |||||||||||
| Intangibles — stock acquisitions | |||||||||||
| Unremitted non-U.S. earnings | |||||||||||
| Lease Assets | |||||||||||
| Other | |||||||||||
| Total deferred tax liabilities | |||||||||||
| Net deferred tax liability | $ | ( | $ | ( | |||||||
Under the tax laws of various jurisdictions in which we operate, deductions or credits that cannot be fully utilized for tax purposes during the current year may be carried forward, subject to statutory limitations, to reduce taxable income or taxes payable in a future tax year. At December 31, 2024, the tax effect of such carryforwards
F-31
approximated $114.2 million. Of this amount, $21.0 million has no expiration date, $12.5 million expires after 2024 but before the end of 2029 and $80.7 million expires after 2029. A portion of these carryforwards consists of tax losses and credits obtained by us as a result of acquisitions; the utilization of these carryforwards is subject to an annual limitation imposed by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), which limits a company’s ability to deduct prior net operating losses following a more than 50 percent change in ownership. It is not expected that the Section 382 limitation will prevent us ultimately from utilizing the applicable loss carryforwards. The determination of state net operating loss carryforwards is dependent upon the U.S. subsidiaries’ taxable income or loss, the state’s proportion of each subsidiary's taxable net income and the application of state laws, which can change from year to year and impact the amount of such carryforward.
The valuation allowance for deferred tax assets of $88.4 million and $95.7 million at December 31, 2024 and 2023, respectively, relates principally to the uncertainty of our ability to utilize certain deferred tax assets, primarily tax loss and credit carryforwards in various jurisdictions. The valuation allowance was calculated in accordance with applicable accounting standards, which require that a valuation allowance be established and maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized.
Uncertain Tax Positions: The following table is a reconciliation of the beginning and ending balances for liabilities associated with unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022:
| 2024 | 2023 | 2022 | |||||||||||||||
Balance at January 1 | $ | $ | $ | ||||||||||||||
Increase in unrecognized tax benefits related to prior years | |||||||||||||||||
Decrease in unrecognized tax benefits related to prior years | ( | ||||||||||||||||
Reductions in unrecognized tax benefits due to lapse of applicable statute of limitations | ( | ( | ( | ||||||||||||||
(Decrease) increase in unrecognized tax benefits due to foreign currency translation | ( | ( | |||||||||||||||
Balance at December 31 | $ | $ | $ | ||||||||||||||
The total liabilities associated with the unrecognized tax benefits that, if recognized, would impact the effective tax rate for continuing operations, were $0.7 million at December 31, 2024.
We accrue interest and penalties associated with unrecognized tax benefits in income tax expense in the consolidated statements of income, and the corresponding liability is included in the consolidated balance sheets. The net interest expense (benefit) and penalties reflected in income from continuing operations for the year ended December 31, 2024 was $0.1 million and $(0.3 ) million, respectively; for the year ended December 31, 2023, $0.1 million and $(0.6 ) million, respectively; and for the year ended December 31, 2022, $0.2 million and $(0.2 ) million, respectively. The liabilities in the consolidated balance sheets for interest and penalties at December 31, 2024 were $0.3 million and $0.5 million, respectively, and at December 31, 2023, $0.4 million and $1.0 million, respectively.
The taxable years for which the applicable statute of limitations remains open by major tax jurisdictions are as follows:
| Beginning | Ending | ||||||||||
| U.S. | 2017 | 2024 | |||||||||
| Canada | 2020 | 2024 | |||||||||
| China | 2019 | 2024 | |||||||||
| Czech Republic | 2021 | 2024 | |||||||||
| France | 2022 | 2024 | |||||||||
| Germany | 2011 | 2024 | |||||||||
| India | 2017 | 2024 | |||||||||
| Ireland | 2020 | 2024 | |||||||||
| Italy | 2019 | 2024 | |||||||||
| Malaysia | 2018 | 2024 | |||||||||
| Singapore | 2020 | 2024 | |||||||||
We are routinely subject to income tax examinations by various taxing authorities. As of December 31, 2024, the most significant tax examinations in process were in Germany and the United States. The date at which these
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examinations may be concluded and the ultimate outcome of the examinations are uncertain. As a result of the uncertain outcome of these ongoing examinations, future examinations or the expiration of statutes of limitation, it is reasonably possible that the related unrecognized tax benefits for tax positions taken could materially change from those recorded as liabilities at December 31, 2024. Due to the potential for resolution of certain examinations, and the expiration of various statutes of limitations, it is reasonably possible that our unrecognized tax benefits may change within the next year by a range of zero to $0.7 million.
Supplemental cash flow information
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Income taxes paid, net of refunds | $ | $ | $ | ||||||||||||||
Note 16 — Pension and other postretirement benefits
We have a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S. employees. The defined benefit pension plans are noncontributory. The benefits under these plans are based primarily on years of service and employees’ pay near retirement. Our funding policy for U.S. plans is to contribute annually, at a minimum, amounts required by applicable laws and regulations. Obligations under non-U.S. plans are systematically provided for by depositing funds with trustees or by book reserves. As of December 31, 2024, no further benefits are being accrued under the U.S. defined benefit pension plans and the other postretirement benefit plans, other than certain postretirement benefit plans covering employees subject to a collective bargaining agreement.
In 2023, we began the execution of a plan to terminate the TRIP, a U.S. defined benefit pension plan. The TRIP is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, must be terminated in accordance with the requirements of ERISA and the process governed by the Pension Benefit Guaranty Corporation (the “PBGC”). The termination date of the TRIP was August 1, 2023, which is the date upon which the timing of the requirements for the formal termination process is based. On September 8, 2023, we filed the required notice regarding the TRIP termination with the PBGC. The termination process requires that all TRIP benefits be distributed to participants, beneficiaries and alternate payees or transferred to a group annuity contract or the PBGC. In December 2023, we made payments to eligible participants, beneficiaries and alternate payees who elected the one-time lump sum distribution option offered in connection with the TRIP termination, resulting in the recognition of a pre-tax settlement charge of $45.2 million.
In 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of net pre-tax settlement charges of $132.7 million for the year-ended December 31, 2024. The participants, beneficiaries, and alternate payees whose benefits were transferred to the group annuity contract will each receive from such group annuity contract the full value of their benefit that accrued under the TRIP. The assets in the TRIP Trust exceed the estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus plan assets”) and as a result, we transferred $43.0 million of the surplus plan assets to a suspense account within the Teleflex 401(k) Savings Plan, a qualified defined contribution plan. These assets are restricted for future use in accordance with our election to use them to fund future employer contributions to participants in the Teleflex 401(k) Savings Plan. The surplus assets contributed to the suspense account remaining as of December 31, 2024 are included within prepaid and other current assets and other assets on the Consolidated Balance Sheet. For additional information regarding the surplus plan assets classified as restricted cash equivalents included within prepaid and other current assets and other assets for the year ended December 31, 2024, refer to Note 19 within the consolidated financial statements included in this report.
Teleflex and certain of our subsidiaries provide medical, dental and life insurance benefits to pensioners or their survivors. The associated plans are unfunded and approved claims are paid from our funds.
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The following table provides information regarding the components of the net benefit (income) expense of the pension and postretirement benefit plans for the years ended December 31, 2024, 2023 and 2022:
| Pension | Other Benefits | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net amortization and deferral | ( | ( | ( | ||||||||||||||||||||||||||||||||
Settlements, net | |||||||||||||||||||||||||||||||||||
Net benefit expense (income) | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
Net benefit expense (income) is primarily included in selling, general and administrative expenses within the consolidated statements of income.
The following table provides the weighted average assumptions for U.S. and foreign plans used in determining net benefit cost:
| Pension | Other Benefits | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Discount rate | % | % | % | % | % | % | |||||||||||||||||||||||||||||
| Rate of return | % | % | % | ||||||||||||||||||||||||||||||||
| Initial healthcare trend rate | % | % | % | ||||||||||||||||||||||||||||||||
| Ultimate healthcare trend rate | % | % | % | ||||||||||||||||||||||||||||||||
The following table provides summarized information with respect to the pension and postretirement benefit plans, measured as of December 31, 2024 and 2023:
| Pension | Other Benefits | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Benefit obligation, beginning of year | $ | $ | $ | $ | |||||||||||||||||||
| Service cost | |||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
Actuarial loss (gain) | ( | ( | ( | ||||||||||||||||||||
| Currency translation | ( | ||||||||||||||||||||||
| Benefits paid | ( | ( | ( | ( | |||||||||||||||||||
| Liability gain due to settlement | ( | ( | |||||||||||||||||||||
| Medicare Part D reimbursement | ( | ||||||||||||||||||||||
| Plan amendments | ( | ||||||||||||||||||||||
| Settlements | ( | ||||||||||||||||||||||
| Administrative costs | ( | ( | |||||||||||||||||||||
| Projected benefit obligation, end of year | |||||||||||||||||||||||
| Fair value of plan assets, beginning of year | |||||||||||||||||||||||
| Actual return on plan assets | ( | ||||||||||||||||||||||
| Contributions | |||||||||||||||||||||||
| Benefits paid | ( | ( | |||||||||||||||||||||
| Administrative costs | ( | ( | |||||||||||||||||||||
Assets Transferred to Qualified Replacement Plan | ( | ||||||||||||||||||||||
| Currency translation | ( | ||||||||||||||||||||||
| Fair value of plan assets, end of year | |||||||||||||||||||||||
| Funded status, end of year | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The actuarial gain for pension for the year ended December 31, 2024 was primarily due to an increase in the discount rate for the TRIP plan prior to its termination in Q1 2024 and an increase in the discount rate and financial
F-34
assumption changes for non-US pension plans. The actuarial loss for pension for the year ended December 31, 2023 was primarily due to a decrease in the discount rate used to measure the obligation, offset by demographic gains.
The accumulated benefit obligations (ABO) and the projected benefit obligations (PBO) for plans with ABO and PBO in excess of plan assets were $14.6 million and $15.1 million, respectively, at December 31, 2024 and $262.6 million and $263.2 million respectively, at December 31, 2023. The fair value of plan assets for plans with PBO and ABO in excess of plan assets were $0.0 million and $272.3 million at December 31, 2024 and December 31, 2023, respectively.
The following table sets forth the amounts recognized in the consolidated balance sheet with respect to the pension and postretirement plans:
| Pension | Other Benefits | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Other assets | $ | $ | $ | $ | |||||||||||||||||||
| Payroll and benefit-related liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Pension and postretirement benefit liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Accumulated other comprehensive loss (gain) | ( | ( | |||||||||||||||||||||
| $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||
The following tables set forth the amounts recognized in accumulated other comprehensive income with respect to the plans:
| Pension | |||||||||||||||||||||||
Prior Service Cost | Net Loss or (Gain) | Deferred Taxes | Accumulated Other Comprehensive Loss, Net of Tax | ||||||||||||||||||||
Balance at December 31, 2022 | $ | $ | $ | ( | $ | ||||||||||||||||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period: | |||||||||||||||||||||||
| Net amortization and deferral | ( | ( | ( | ||||||||||||||||||||
| Amounts arising during the period: | |||||||||||||||||||||||
| Actuarial changes in benefit obligation | ( | ( | |||||||||||||||||||||
| Impact of currency translation | ( | ||||||||||||||||||||||
Balance at December 31, 2023 | ( | ||||||||||||||||||||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period: | |||||||||||||||||||||||
| Net amortization and deferral | ( | ( | |||||||||||||||||||||
| Amounts arising during the period: | |||||||||||||||||||||||
Actuarial changes in benefit obligation (1) | ( | ( | |||||||||||||||||||||
| Impact of currency translation | ( | ( | |||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||
(1)The tax benefit primarily relates to an adjustment to deferred taxes associated with the settlement charge and stranded tax costs within accumulated other comprehensive income.
F-35
| Other Benefits | |||||||||||||||||||||||
Prior Service Cost | Net (Gain) or Loss | Deferred Taxes | Accumulated Other Comprehensive Loss, Net of Tax | ||||||||||||||||||||
Balance at December 31, 2022 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period: | |||||||||||||||||||||||
| Net amortization and deferral | ( | ||||||||||||||||||||||
| Amounts arising during the period: | |||||||||||||||||||||||
| Actuarial changes in benefit obligation | ( | ( | |||||||||||||||||||||
Balance at December 31, 2023 | ( | ( | ( | ||||||||||||||||||||
Reclassification adjustments related to components of Net Periodic Benefit Cost recognized during the period: | |||||||||||||||||||||||
| Net amortization and deferral | ( | ||||||||||||||||||||||
| Amounts arising during the period: | |||||||||||||||||||||||
| Actuarial changes in benefit obligation | ( | ( | |||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The following table provides the weighted average assumptions for U.S. and foreign plans used in determining benefit obligations:
| Pension | Other Benefits | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Discount rate | % | % | % | % | |||||||||||||||||||
| Rate of compensation increase | % | % | |||||||||||||||||||||
| Initial healthcare trend rate | % | % | |||||||||||||||||||||
| Ultimate healthcare trend rate | % | % | |||||||||||||||||||||
The discount rate represents the interest rate used to determine the present value of future cash flows currently expected to be required to settle the pension and other benefit obligations. The weighted average discount rates for U.S. pension plans and other benefit plans of 5.48 % and 5.61 %, respectively, were established by comparing the projection of expected benefit payments to the AA Above Median yield curve as of December 31, 2024. The expected benefit payments are discounted by each corresponding discount rate on the yield curve. For payments beyond 30 years, we extend the curve assuming that the discount rate derived in year 30 is extended to the end of the plan’s payment expectations. Once the present value of the string of benefit payments is established, we determine the single rate on the yield curve that, when applied to all obligations of the plan, will exactly match the previously determined present value.
As part of the evaluation of pension and other postretirement assumptions, we applied assumptions for mortality and healthcare cost trends that incorporate generational white and blue collar mortality trends. In determining its benefit obligations, we used generational tables that take into consideration increases in plan participant longevity.
Our assumption for the expected return on plan assets is primarily based on the determination of an expected return for its current portfolio. This determination is made using assumptions for return and volatility of the portfolio. Asset class assumptions are set using a combination of empirical and forward-looking analysis. To the extent historical results have been affected by unsustainable trends or events, the effects of those trends are quantified and removed. We apply a variety of models for filtering historical data and isolating the fundamental characteristics of asset classes. These models provide empirical return estimates for each asset class, which are then reviewed and combined with a qualitative assessment of long term relationships between asset classes before a return estimate is finalized. The qualitative analysis is intended to provide an additional means for addressing the effect of unrealistic or unsustainable short-term valuations or trends, resulting in return levels and behavior we believe are more likely to prevail over long periods.
The accumulated benefit obligation for all U.S. and foreign defined benefit pension plans was $24.7 million and $274.9 million for 2024 and 2023, respectively. All of the pension plans had accumulated benefit obligations in excess of their respective plan assets as of December 31, 2024 and 2023, with the exception of one foreign plan
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that had plan assets of $0.5 million and $1.0 million in excess of the accumulated benefit obligation as of December 31, 2024 and 2023, respectively.
Our investment objective is to achieve an enhanced long-term rate of return on plan assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the availability of benefits for participants. These investments are comprised of fixed income mutual funds. Fixed-income funds are held for diversification relative to equities and as a partial hedge of interest rate risk with respect to plan liabilities. The plans may also hold cash to meet liquidity requirements. Actual performance may not be consistent with the respective investment strategies. Investment risks and returns are measured and monitored on an ongoing basis through annual liability measurements and investment portfolio reviews to determine whether the asset allocation targets continue to represent an appropriate balance of expected risk and reward.
The following table provides the fair values of the pension plan assets at December 31, 2024 by asset category:
| Fair Value Measurements | ||||||||||||||||||||||||||
| Asset Category (a) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||||||||||||
| Money market funds | ||||||||||||||||||||||||||
| Other types of investments: | ||||||||||||||||||||||||||
Contract with insurance company (b) | ||||||||||||||||||||||||||
| Total investments at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
The following table provides the fair values of the pension plan assets at December 31, 2023 by asset category:
| Fair Value Measurements | ||||||||||||||||||||||||||
| Asset Category (a) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||||||||||||
| Money market funds | ||||||||||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||||||||
Intermediate duration fund (c) | ||||||||||||||||||||||||||
Long duration bond fund (d) | ||||||||||||||||||||||||||
| Corporate, government and foreign bonds | ||||||||||||||||||||||||||
Absolute return credit fund (e) | ||||||||||||||||||||||||||
| Other types of investments: | ||||||||||||||||||||||||||
Contract with insurance company (b) | ||||||||||||||||||||||||||
| Total investments at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
(a)Information on asset categories described in notes (b)-(e) is derived from prospectuses and other material provided by the respective funds comprising the respective asset categories.
(b)This category comprises the asset established out of an agreement to purchase a bulk-annuity policy from an insurer to fully cover the liabilities for members of the pension plan. The asset value is based on the fair value of the contract as determined by the insurance company using inputs that are not observable.
(c)This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar to fixed income securities. The fund invests in investment grade fixed income instruments, including U.S. and foreign corporate obligations, fixed income securities issued by sovereigns or agencies in both developed and emerging foreign markets, debt obligations issued by governments or other municipalities, and securities issued or guaranteed by the U.S. Government and its agencies. The fund will seek to maintain an effective average duration between and ten years , and uses derivative instruments, including interest rate swap agreements and credit default swaps, for the purpose of managing the overall duration and yield curve exposure of the Fund’s portfolio of fixed income securities.
(d)This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar to fixed income securities. The fund invests in investment grade fixed income instruments, including securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities, corporate bonds, asset-backed securities, exchange traded funds, mortgage-backed securities and collateralized mortgage-backed securities. The fund invests primarily in long duration government and corporate
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fixed income securities, and uses derivative instruments, including interest rate swap agreements and Treasury futures contracts, for the purpose of managing the overall duration and yield curve exposure of the Fund’s portfolio of fixed income securities.
(e)This category comprises a mutual fund that invests primarily in investment grade bonds and similar fixed income and floating rate securities.
Our contributions to U.S. and foreign pension plans during 2025 are expected to be approximately $1.1 million. Contributions to postretirement healthcare plans during 2025 are expected to be approximately $1.0 million.
The following table provides information about the expected benefit payments under its U.S. and foreign plans for each of the five succeeding years and the aggregate of the five years thereafter:
| Pension | Other Benefits | ||||||||||
| 2025 | $ | $ | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| Years 2030 — 2034 | |||||||||||
We maintain a number of defined contribution savings plans covering eligible U.S. and non-U.S. employees. We partially match employee contributions. Costs related to these plans were $33.2 million, $26.1 million and $24.3 million for 2024, 2023 and 2022, respectively.
Note 17 — 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 December 31, 2024 and 2023, we have recorded $0.5 million and $2.5 million in and $3.4 million and $3.8 million, respectively in relating to these matters. Considerable uncertainty exists with respect to these liabilities, and if adverse changes in circumstances occur, potential liability may exceed the amount accrued as of December 31, 2024. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10 -15 years.
Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, commercial disputes, acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of December 31, 2024 and 2023, we have recorded accrued liabilities of $0.8
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
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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. Considerable uncertainty exists related to the enforceability of and implementation process for the payback law. 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. During the year ended December 31, 2024 we recognized increases to our reserve and corresponding reductions to revenue of $22.1 million. The increase in reserve for the year ended December 31, 2024 included $13.8 million pertaining to prior years stemming from the July 2024 ruling. As of December 31, 2024, our reserve related to this matter is $35.7 million. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants to the enforceability of the payback law.
On April 4, 2023, one of our Mexican subsidiaries received a notification from the Mexican Federal Tax Administration Service (“SAT”) setting forth its preliminary findings with respect to a foreign trade operations audit carried out by SAT for the period from July 1, 2017 to June 6, 2019. The preliminary findings stated that our Mexican subsidiary did not evidence the export of goods temporarily imported under Mexico’s Manufacturing, Maquila and Export Services Industries Program (“IMMEX Program”), therefore triggering the potential obligation for payment of import duties, value added tax, customs processing fees and other fines and penalties, which may cause an adverse impact on our gross profit in the future. In response to the notification, our Mexican subsidiary has requested that the matter be referred to the Procuraduría de la Defensa del Contribuyente, or “PRODECON,” (local tax ombudsperson) to help facilitate the process. In June 2023, SAT was provided with the appropriate documentation evidencing the export of the goods in accordance with the requirements of the IMMEX Program. In 2024, SAT concluded its examination of the export documentation resulting in no material assessment and the matter has been closed.
Note 18 — Business segments and other 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, 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.
During the fourth quarter 2024, our chief operating decision maker changed the manner in which he reviews financial information for purposes of assessing business performance and allocating resources solely focusing on the geographic location. As a result, we changed our segment presentation by incorporating the OEM operating segment into the Americas segment. We now have three reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). In addition to the changing of our segments, our chief operating
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decision maker now evaluates segment operating profit without an allocation of corporate expenses compared to the prior measure, which included these expenses in the evaluation. Our prior period segment disclosures have been revised to reflect the new segment presentation of our three
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 years ended December 31, 2024, 2023 and 2022:
| 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) | $ | $ | $ | $ | |||||||||||||||||||
| 2023 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
| 2022 | |||||||||||||||||||||||
| 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.
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
Reconciliation of segment operating profit measure | |||||||||||||||||
| Segment operating profit | $ | $ | $ | ||||||||||||||
Other unallocated expenses (1) | |||||||||||||||||
Goodwill impairment charge | |||||||||||||||||
| Restructuring and impairment charges | |||||||||||||||||
| Gain on sale of assets and business | ( | ( | |||||||||||||||
| Pension settlement charge | |||||||||||||||||
| Income from continuing operations before interest, loss on extinguishments of debt 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.
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| Year Ended December 31, | |||||||||||||||||
Depreciation and amortization | 2024 | 2023 | 2022 | ||||||||||||||
| 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.
Geographic data
The following tables provide total net revenues and total net property, plant and equipment by geographic region for the years ended December 31, 2024, 2023 and 2022 and as of December 31, 2024 and 2023, respectively.
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net revenues (based on selling location): | |||||||||||||||||
| U.S. | $ | $ | $ | ||||||||||||||
| Europe | |||||||||||||||||
| Asia Pacific | |||||||||||||||||
| All other | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| As of December 31, | |||||||||||||||||
| Net property, plant and equipment: | 2024 | 2023 | |||||||||||||||
| U.S. | $ | $ | |||||||||||||||
| Malaysia | |||||||||||||||||
| Mexico | |||||||||||||||||
| All other | |||||||||||||||||
| $ | $ | ||||||||||||||||
Note 19 — Supplemental Balance Sheet Information
Cash, cash equivalents, and restricted cash equivalents consisted of the following at December 31, 2024 and December 31, 2023:
| December 31, 2024 | December 31, 2023 | ||||||||||
| 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 that were transferred to a suspense account within the Teleflex 401(k) Savings Plan as of December 31, 2024 as described in Note 16. Amounts expected to be transferred from the suspense account to employees within one year are classified as other current assets.
Note 20 — Subsequent events
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 acquisition will include 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. Under the terms of the agreement, we will acquire the VI Business for an initial cash payment of €760 million reduced by certain adjustments as provided in the purchase agreement including certain working capital not transferring and other customary adjustments. The acquisition is subject to customary closing
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conditions, including receipt of certain regulatory approvals, and is expected to be completed in the third quarter of 2025.
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”), 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 eurodollar transactions denominated in 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.
In addition to amending our Credit Agreement, we also entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to economically hedge against the foreign currency exposure associated with the cash consideration needed to complete the VI Business acquisition.
We anticipate using the new delayed draw term loan along with revolving credit borrowings under the Credit Agreement and cash on hand to finance the VI Business acquisition. For the year ended December 31, 2024, we incurred transaction costs of $11.5 million in connection with the acquisition, which was recognized in selling, general and administrative expenses in the Consolidated Statement of Income. The majority of the transaction costs were recognized in the fourth quarter of 2024.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care (consisting of our Respiratory product category, the majority of our Anesthesia product category and certain products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the expected acquisition of the VI business will remain with Teleflex. The completion of any separation transaction and the achievement of tax-free status will be contingent upon various conditions and approvals, including approval of our Board of Directors, receipt of requisite regulatory clearances and compliance with applicable SEC requirements. There can be no guarantees that the proposed separation will be completed on the terms and within the timeframe we announced, or at all.
Accelerated share repurchase agreement
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.
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TELEFLEX INCORPORATED
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
DEFERRED TAX ASSET VALUATION ALLOWANCE
Balance at Beginning of Year | Additions Charged to Expense | Reductions Credited to Expense | Translation and Other | Balance at End of Year | |||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
56
Exhibit 10.3.4
THIRD AMENDMENT
TO THE
TELEFLEX 401(K) SAVINGS PLAN
Background Information
A.Teleflex Incorporated (the “Company”) maintains the Teleflex 401(k) Savings Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of its affiliated entities that have elected to participate in the Plan and their beneficiaries.
B.The Company also sponsored the Teleflex Incorporated Retirement Income Plan (the “TRIP”) for the benefit of its eligible employees and the eligible employees of its affiliated entities that had elected to participate in the Plan and their beneficiaries.
C.The Company terminated the TRIP effective as of August 1, 2023.
D.The TRIP has assets remaining after satisfying all liabilities to participants and beneficiaries upon its termination (the “Surplus Assets”).
E.The Plan satisfies the requirements in Section 4980(d) of the Internal Revenue Code of 1986, as amended (the “Code”), to be a “qualified replacement plan.”
F.In accordance with its delegated authority, the Teleflex Incorporated Financial Benefit Plans Committee authorized the transfer of 100% of the Surplus Assets to the Plan.
G.The Teleflex Incorporated Benefits Policy Committee (the “BPC”) has been authorized pursuant to Section 13.02 of the Plan to amend the Plan in accordance with its charter and bylaws.
H.In accordance with its delegated authority, the BPC amended the Plan to: (i) provide for and accept the transfer of the Surplus Assets from the TRIP into a designated suspense account under the Plan’s trust fund and to designate the Plan as a “qualified replacement plan” as defined in Code Section 4980(d); and (ii) provide the method of allocating the Surplus Assets according to the requirements of Code Section 4980(d)(2)(C), including adding a new profit sharing allocation formula for the 2024 plan year and modifying the safe harbor contributions for plan years beginning on and after January 1, 2025;
I.The Company now desires to amend the Plan to reflect the amendments adopted by the BPC set forth above and to amend the Plan to: (i) clarify the method for allocating forfeitures; (ii) reflect the grant to each person who was an active employee of Palette Life Sciences AB (“Palette”) immediately prior to January 1, 2024, full credit for the individual’s most recent continuous period of service with Palette for purposes of eligibility and vesting under the Plan; (iii) reflect the current list of Participating Employers in the Plan effective as of January 1, 2024; and (iv) reflect additional changes in law applicable to the Plan under the SECURE 2.0 Act of 2022.
J.The Company’s Corporate Vice President and Chief Human Resources Officer has been authorized pursuant to Section 13.02 of the Plan to amend the Plan in accordance with the authority delegated to him and to sign any amendment approved by the BPC.
Third Amendment to the Plan
The Plan is hereby amended as follows, effective as of the dates set forth below:
1.Section 1.58 of the Plan, “Required Beginning Date,” is hereby amended in its entirety to read as follows, effective as of January 1, 2023:
“Section 1.58 Required Beginning Date. The April 1 of the calendar year immediately following the later of:
A. The calendar year in which the Participant reaches age 73 (age 70½ for Participants born before July 1, 1949 or age 72 for Participants born after June 30, 1949 and before January 1, 1951); or
B. The calendar year in which the Participant has a Severance from Employment; provided, that this Section 1.58.B. shall not apply in the case of a Participant who is a Five-Percent Owner with respect to the Plan Year ending with the calendar year in which the Participant attains age 73 (age 70½ for Participants born before July 1, 1949 or age 72 for Participants born after June 30, 1949 and before January 1, 1951).
Other provisions in the Plan that reference the Required Beginning Date or age 70½ shall refer to the foregoing definition or to age 73 (for Participants born on or after January 1, 1951), 72 (for Participants who born between July 1, 1949 and December 31, 1950), and 70½ (for Participants born before July 1, 1949), as applicable, effective as of January 1, 2023.”
2. Subsection C. of Section 2.01 of the Plan, “Eligibility and Participation,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“C. Eligibility — Special Rules with Respect to Acquired Entities. Each individual who was previously an active employee of any entity stated below immediately prior to the date stated with respect to such entity shall receive service credit for purposes of eligibility under the Plan for such individual’s most recent continuous period of service with such applicable entity:
1. Cartika Medical, Inc. (“Cartika”) – September 2, 2016
2. Vascular Solutions, Inc. (“VSI”) – April 1, 2017
3. NeoTract, Inc. (“NeoTract”) – January 1, 2018
4. Essential Medical, Inc. (“Essential Medical”) – January 1, 2019
5. IWG High Performance Conductors (“HPC”) – May 1, 2020
6. Z-Medica, LLC (“Z-Medica”) – April 1, 2021
7. Standard Bariatrics, Inc. (“SBI”) – January 1, 2023
8. Palette Life Sciences AB (“Palette”) – January 1, 2024”
3. The second sentence of Section 3.01 of the Plan, “Individual Accounts,” is hereby amended to read as follows (with any revision shown in italics), effective as of January 1, 2025:
“Each Account shall be divided into separate subaccounts, as applicable, for “Elective Deferral Contributions,” “Catch-Up Contributions,” “Roth Elective Deferral Contributions,” “Non-Safe Harbor Matching Contributions,” “Safe Harbor Matching Contributions”, “Additional Matching Contributions,” “Profit Sharing Contributions.,” and “Safe Harbor Non-Elective Contributions.”
4. The sixth sentence of subsection C.1. of Section 3.02 of the Plan, “Participant Contributions,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2025:
“The Elective Deferral Contributions made pursuant to Article III, along with the Safe Harbor Matching Contributions made pursuant to Section 3.05.B., and Safe Harbor Non-Elective Contributions made pursuant to Section 3.09., are intended to satisfy the requirements to be a qualified automatic contribution arrangement within the meaning of Code Section 401(k)(13) and, with the Safe Harbor Matching Contributions made pursuant to Section 3.05.B., Code Section 401(m)(12), and the Treasury Regulations and other guidance issued thereunder.”
5. Subsection A. of Section 3.05 of the Plan, “Non-Safe Harbor Matching Contributions,” is hereby amended in its entirety, effective as of January 1, 2025:
“A. Non-Safe Harbor Matching Contributions. The Employer may contribute to the Account of each eligible Participant employed by it “Non-Safe Harbor Matching Contributions” in an amount determined by the Employer from time to time in its discretion, subject to the approval of the Committee. The Non-Safe Harbor Matching Contributions shall be an amount (when added to forfeitures of Matching Contributions that are reallocated pursuant to Appendix F.05) that does not exceed:
1. A percentage, elected by each Employer, of such Participant’s Elective Deferral Contributions made under Section 3.02, minus
2. The fair market value of ESOP Stock allocated to the Accounts of such Participants under Section 3.17 (Matching Contributions-ESOP Stock Allocation).
The discretionary Non-Safe Harbor Matching Contribution amounts or rates of contribution in any year may vary, in the Employer’s discretion and among Employers or divisions, subject to the approval of the Committee, and the discretionary amounts so contributed shall be allocated among the eligible Participants of such Employers or divisions. However, the rate of the Non-Safe Harbor Matching Contribution shall not increase as the rate of a Participant’s Elective Deferral Contributions increase. Further, the Non-Safe Harbor Matching Contributions made for any eligible Highly Compensated Employee at any rate of Elective Deferral Contributions cannot be greater than that for any eligible Non-highly Compensated Employee who makes Elective Deferral Contributions at the same rate. In addition, Non-Safe Harbor Matching Contributions will be made only with respect to a Participant’s Elective Deferrals Contributions that do not exceed 6% of the Participant’s Compensation, the rate of Non-Safe Harbor Matching Contributions shall be uniform on all Elective Deferral Contributions that are eligible for the Non-Safe Harbor Matching Contributions, and the maximum Non-Safe Harbor Matching Contribution that may be allocated to any Participant for a Plan Year may not exceed 4% of the Participant’s Compensation for that Plan Year.
Whenever different levels of Non-Safe Harbor Matching Contributions are provided for the Plan Year on behalf of different Employers or divisions, the Plan Administrator shall notify the Trustee, in writing, of the amount of the contribution allocable to each group for allocation to the eligible Participants employed within each such group. Each level of Non-Safe Harbor Matching Contribution for a Plan Year is also required to satisfy Code Section 401(a)(4).”
6. Subsection B. of Section 3.05 of the Plan, “Safe Harbor Matching Contributions,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2025:
“B. Safe Harbor Matching Contributions. Effective January 1, 2025, Safe Harbor Matching Contributions shall not be made to the Plan pursuant to this Section 3.05.B. for Plan Years beginning on or after January 1, 2025. Prior to January 1, 2025, except any Employer that is designated by the Committee as a separate line of business and authorized by the Committee to make a different Matching Contribution or to the extent not required by the terms of a collective bargaining agreement, the Employer will contribute Safe Harbor Matching Contributions to the Account of each Participant employed by it in an amount equal to 100% of a Participant’s Elective Deferral Contributions up to 5% of the Participant’s Compensation. The Safe Harbor Matching Contributions made pursuant to this Section 3.05.B. are intended to satisfy the matching contribution requirement in Code Section 401(k)(13)(D) for the Plan to be a qualified automatic contribution arrangement.
Notwithstanding any provision of Section 3.05.B. to the contrary, the Employer reserves the right to reduce or suspend future Safe Harbor Matching Contributions at any time
provided the procedures for implementing such suspensions are consistent with the Treasury Regulations. ”
7. The last sentence of Section 3.07 of the Plan, “Profit Sharing Contributions,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“Except for Profit Sharing Contributions funded with assets in the QRP Suspense Account, all Profit Sharing Contributions are conditioned on their deductibility under the Code and shall be returned to the applicable Employer if determined to be nondeductible, as provided in Section 3.15. Notwithstanding any provision of this Section 3.07 to the contrary, the amount of the Profit Sharing Contribution for the Plan Year beginning January 1, 2024 shall be one-seventh (1/7th) of the total amount transferred from the Teleflex Incorporated Retirement Income Plan to the QRP Suspense Account during 2024.”
8. Subsection A (“Method of Allocation”) and the first paragraph of Subsection B (“Accrual of Benefit”) of Section 3.08 of the Plan, “Profit Sharing Contribution Allocation and Accrual of Benefits,” are hereby amended in their entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“Section 3.08 PROFIT SHARING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT.
A. Method of Allocation. Subject to Appendix F and any restoration allocation required under Section 4.04, the Plan Administrator shall allocate and credit to the Account of each Participant who satisfies the conditions of Section 3.08.B., a percentage of the Profit Sharing Contribution, if any, made pursuant to Section 3.07 for a Plan Year that is allocable to Participants of the applicable Employer in the ratio that the sum of the Participant’s total Compensation for the Plan Year bears to the sum of all such Participants’ total Compensation for the Plan Year. Notwithstanding the foregoing, effective with respect to and only for the Plan Year beginning January 1, 2024, the method of allocation pursuant to this Section 3.08.A. shall be based on a uniform dollar amount (per capita) to each eligible Participant of the Employer.
B. Accrual of Benefit. The Plan Administrator shall determine the accrual of a Participant's benefit on the basis of the Plan Year. Although contributions may be made at other times (and therefore credited to Accounts at such other times), the Participant’s status as of the end of the Plan Year for which the Profit Sharing Contribution is made shall determine his entitlement to share in an allocation of such Profit Sharing Contribution, regardless of when credited to his Account; provided, however, the Participant’s status as of December 1, 2024 shall determine his entitlement to share in an allocation of a Profit Sharing Contribution for the Plan Year ending December 31, 2024, if any, regardless of when credited to his Account. To the extent applicable, in allocating any Profit Sharing Contributions to a Participant’s Account, the Plan Administrator, subject to Section 11.01, shall take into account only Compensation paid to the Employee during the portion of the Plan Year during
which the Employee was a Participant. However, except as provided otherwise in an Appendix and for the Plan Year ending December 31, 2024, the Plan Administrator shall not allocate any portion of a Profit Sharing Contribution for a Plan Year to the Account of any Participant if such Participant is not employed by the applicable Employer on the last day of that Plan Year. Notwithstanding the foregoing, the Plan Administrator shall not allocate any portion of the Profit Sharing Contribution for the Plan Year ending December 31, 2024, if any, to the Account of any Participant if such Participant is not employed by the applicable Employer on December 1, 2024.”
9. The current Section 3.09, “After-Tax Contributions,” is hereby moved to be new Section 3.21, and new Section 3.09, “Safe Harbor Non-Elective Contributions,” is hereby added to the Plan, effective as of January 1, 2025:
“Section 3.09. SAFE HARBOR NON-ELECTIVE CONTRIBUTION. Each Plan Year beginning on and after January 1, 2025, the Employer shall make a non-elective employer contribution on behalf of each of its Eligible Employees who are Participants for the Plan Year, regardless of whether a Participant makes Elective Deferral Contributions, Catch-Up Contributions, or Roth Elective Deferral Contribution to the Plan. This contribution shall be referred to as a “Safe Harbor Non-Elective Contribution.” The amount of the Safe Harbor Non-Elective Contribution shall equal 3% of each Participant’s Compensation paid to the Participant by the Employer during the portion of the Plan Year in which he was a Participant and shall be allocated accordingly. The Employer shall make Safe Harbor Non-Elective Contributions on behalf of all of its Eligible Employees who are Participants for the Plan Year, regardless of employment status at the end of the Plan Year or completion of any Service requirement.
If the conditions of this Section 3.09 are met for a Plan Year, the Plan will be deemed to have met the Actual Deferral Percentage test set forth in Appendix F.
The Employer will not fail to meet the requirements of this Section merely because it makes Profit Sharing Contributions pursuant to Sections 3.07 and 3.08 in addition to Safe Harbor Non-Elective Contributions.
At least 30 days, but not more than 90 days, before the beginning of the Plan Year, the Employer will provide each Eligible Employee a comprehensive notice of the Employee’s rights and obligations under the Plan, in compliance with the notice requirements set forth in Treasury Regulations Section 1.401(k)-3(d) (as modified to include the information set forth in Treasury Regulations Section 1.401(k)-3(k)(4)) and any additional guidance that may be set forth by the Internal Revenue Service in the future, written in a manner calculated to be understood by the average Eligible Employee. In the case of an Eligible Employee who does not receive the notice prior to the beginning of the Plan Year because the Employee becomes eligible after the notice has been provided for that Plan Year, such Eligible Employee shall be provided the notice no more than 90 days before the Employee becomes eligible and no later than the pay date for the payroll period that includes the date the Employee becomes eligible, or as soon as practicable thereafter.
If the Employer incurs a substantial business hardship, the Employer may reduce or suspend Safe Harbor Non-Elective Contributions during a Plan Year provided the procedures for implementing such reduction or suspension are consistent with the Treasury Regulations and other applicable IRS guidance and the Plan is amended at the time and in the manner required by the Treasury Regulations and other applicable IRS guidance.”
10. Section 3.11 of the Plan, “Time of Payment of Contributions,” is hereby amended by adding the following new sentence to the end thereof, effective as of January 1, 2024:
“Notwithstanding the foregoing, to the extent that assets in the QRP Suspense Account exist, the Profit Sharing Contributions, if any, and, effective January 1, 2025, Safe Harbor Non-Elective Contributions will be made from the assets in the QRP Suspense Account.”
11. Subsection A. of Section 3.12 of the Plan, “Form of Payment of Employer Contributions,” is hereby amended by adding the following new sentence to the end thereof, effective as of January 1, 2024:
“Notwithstanding the foregoing, to the extent that assets in the QRP Suspense Account exist, the Profit Sharing Contributions and Safe Harbor Non-Elective Contributions, as applicable, will be made from the assets in the QRP Suspense Account.”
12. Section 3.13 of the Plan, “Allocation of Forfeitures,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“Section 3.13 ALLOCATION OF FORFEITURES. Subject to any restoration allocation required under Section 4.04 of the Plan, consistent with prior administration and interpretation of the Plan, the Plan Administrator shall allocate and use the amount of a Participant's benefit forfeited under the Plan to reduce Matching Contributions, Profit Sharing Contributions, Qualified Matching Contributions, Qualified Non-elective Contributions and/or, effective January 1, 2025, Safe Harbor Non-Elective Contributions for a Plan Year if the Employer does not elect to fund the entire amount of such contributions out of its assets and to the extent such Profit Sharing Contributions and Safe Harbor Non-Elective Contributions, if any, are not funded with assets from the QRP Suspense Account. Such forfeitures, if any, shall be used to reduce the contributions of the Employer for whom the Participant was working when the Participant's Severance from Employment which produced the forfeiture occurred. In addition, for any Plan Year, the Plan Administrator may allocate and use the amount of a Participant's benefit forfeited under the Plan in excess of the amount of such forfeiture used to reduce Matching Contributions, Profit Sharing Contributions, Qualified Matching Contributions, Qualified Non-elective Contributions and/or, effective January 1, 2025, Safe Harbor Non-Elective Contributions in accordance with the above, to pay Plan expenses. The Plan Administrator shall continue to hold the undistributed, nonvested portion of the benefit of a Participant who has incurred a Severance from Employment in his Account solely for his benefit until a forfeiture occurs at the time
specified in Section 4.03 of the Plan. Notwithstanding the foregoing, effective for Plan Years beginning on and after January 1, 2024, forfeitures shall be used no later than 12 months following the close of the Plan Year in which the forfeitures were incurred under the Plan. Forfeitures incurred during Plan Years that began before January 1, 2024 shall be treated as having been incurred in the Plan Year that began on January 1, 2024. In all events, the Plan shall comply with proposed Treasury Regulation Section 1.401-7, or as such may revised by any subsequent guidance.”
13. The first sentence of Section 3.15 of the Plan, “Return of Contributions,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“All contributions to the Plan are conditioned upon their deductibility under the Code except Profit Sharing Contributions and, effective January 1, 2025, Safe Harbor Non-Elective Contributions funded by assets in the QRP Suspense Account.”
14. Subsection A.2. of Section 4.01 of the Plan, “Vesting,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“2. Unless otherwise provided in the Plan or in an Appendix hereto, a Participant’s interest in his Non-Safe Harbor Matching Contribution Account attributable to Non-Safe Harbor Matching Contributions made for Plan Years beginning before January 1, 2025 and Plan Years beginning after the end Plan Year in which the assets in the QRP Suspense Account are exhausted, Additional Matching Contribution Account, and Profit Sharing Contribution Account attributable to Profit Sharing Contributions made for Plan Years beginning before January 1, 2024, shall vest in accordance with the following schedule:
Years of Service Vested Percentage
Less than three (3) 0%
Three (3) or more 100%”
15. Subsection A.3. of Section 4.01 of the Plan, “Vesting,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“3. The interest of a Participant in his or her Safe Harbor Matching Contribution Account, Safe Harbor Non-Elective Contribution Account, Profit Sharing Contribution Account attributable to Profit Sharing Contributions made for Plan Years beginning on and after January 1, 2024, and Non-Safe Harbor Matching Contribution Account attributable to Non-Safe Harbor Matching Contributions made for Plan Years beginning on and after January 1, 2025 through the end Plan Year in which the assets in the QRP Suspense Account are exhausted shall vest in accordance with the following schedule:
Years of Service Vested Percentage
Less than two (2) 0%
Two (2) or more 100%”
16. Subsection A.5. of Section 4.01 of the Plan, “Vesting,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2025:
“3. In addition to the above, a Participant’s interest in his or her Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, Safe Harbor Non-Elective Contribution Account and Profit Sharing Contribution Account shall be fully vested if, while employed by the Employer, he reaches his or her Normal Retirement Date, dies or sustains a Disability.”
17. Subsection B. of Section 4.01 of the Plan, “Vesting,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“B. Vesting — Special Rules with Respect to Acquired Entities. Each individual who was previously an active employee of any entity stated below immediately prior to the date stated with respect to such entity shall receive service credit for purposes of vesting under the Plan for such individual’s most recent continuous period of service with such applicable entity:
1. Essential Medical – January 1, 2019
2. HPC – May 1, 2020
3. Z-Medica – April 1, 2021
4. SBI – January 1, 2023
5. Palette – January 1, 2024”
18. The last sentence of the first paragraph of Section 4.02 of the Plan, “Included Years of Service – Vesting,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2025:
“This exception excluding Years of Service after a Forfeiture Break-in-Service shall apply for the sole purpose of determining the Nonforfeitable percentage of a Participant’s Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution Account, Profit Sharing Contribution Account, and Safe Harbor Non-Elective Contributions Account that accrued for his benefit prior to the Forfeiture Break-in-Service.”
19. Section 4.03 of the Plan, “Forfeiture Occurs,” is amended by replacing all references to “Safe Harbor Matching Contribution Account” with “Safe Harbor Matching Contribution Account, Safe Harbor Non-Elective Contribution Account,” effective January 1, 2025.
20. Section 4.04 of the Plan, “Restoration of Forfeited Portion of Account,” is amended by replacing the reference to “Safe Harbor Matching Contribution Account” with “Safe Harbor Matching Contribution Account, Safe Harbor Non-Elective Contribution Account,” effective January 1, 2025.
21. Section 5.02 of the Plan, “Distribution Upon Severance from Employment Prior to Normal Retirement Date,” is hereby amended by changing all references to “$5,000” therein to “$7,000,” effective as of January 1, 2024.
22. Section 5.03 of the Plan, “Time of Distribution of Account Balance,” is hereby amended by changing all references to “$5,000” therein to read “$7,000 ($5,000, prior January 1, 2024),” effective as of January 1, 2024.
23. Subsection B. of 5.04 of the Plan, “Distributions Upon Death,” is hereby amended by changing the reference to “$5,000” therein to read “$7,000 ($5,000, prior January 1, 2024),” effective as of January 1, 2024.
24. Section 5.08 of the Plan, “Form of Benefit Payments,” is hereby amended by changing all references to “$5,000” therein to read “$7,000 ($5,000, prior January 1, 2024),” effective as of January 1, 2024.
25. The first paragraph of Section 5.10 of the Plan, “Minimum Distributions Requirements,” is hereby amended by adding the following new sentences to the end thereof, effective as of January 1, 2024.”
“Effective as of January 1, 2024, prior to a Participant’s death, the Participant’s Account balance for purposes of this Section does not include the Participant’s Roth Elective Deferral Contribution Account.”
26. Subsection B.1. of Section 5.10 of the Plan, “Minimum Distributions Requirements,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024.”
“1. Required Beginning Date. The Participant’s entire interest except, effective January 1, 2024, his or her Roth Elective Deferral Contribution Account, will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date. Effective January 1, 2024, except as provided in Sections 5.02, 5.02, 5.08, prior to a Participant’s death, the Participant’s Roth Elective Deferral Contribution Account will not be distributed without the Participant’s consent.”
27. Section 5.15 of the Plan, “Distributions Under Domestic Relations Orders,” is hereby amended by changing the reference to “$5,000” therein to read “$7,000 ($5,000, prior to January 1, 2024),” effective as of January 1, 2024.
28. Subsection B.3. of Section 6.01 of the Plan, “Hardship Withdrawals,” is hereby amended in its entirety to read as follows (with any revision shown in italics and deleted text), effective as of January 1, 2023:
“3. The need cannot be satisfied Participant has no alternative means reasonably available to satisfy the need including through reimbursement, compensation by insurance, liquidation of the Participant’s assets, or the cessation of Elective Deferral Contributions.”
29. Subsection C. of Section 6.01 of the Plan, “Hardship Withdrawals,” is hereby amended in its entirety to read as follows (with any revision shown in italics and deleted text), effective as of January 1, 2023:
“C. The Participant must certify represent in writing (including by using an electronic medium as defined in Treasury Regulations Section 1.401(a)-21(e)(3)), or in such other forms as may be legally prescribed by the IRS, that: (i) the requested distribution is on account of one or more of the conditions arising under the circumstances set forth in Section 6.01.A.; and (ii) the requirements in Section 6.01.B. are satisfied. The existence of the financial hardship will be determined by the Plan Administrator and the Plan Administrator may rely on the Participant’s representations unless the Plan Administrator has actual knowledge to the contrary certification that satisfies the requirements above for purposes of such determination, except to the extent Treasury Regulations or other IRS guidance require that the Plan Administrator have no actual knowledge to the contrary of the Participant’s certification and the Plan Administrator has such actual knowledge. Spousal consent for a hardship distribution under this Section 6.01 is not required. If a Participant’s application for a hardship withdrawal is approved, the Trustee shall make payment of the approved amount of the hardship withdrawal to the Participant.”
30. Section 10.14 of the Plan, “Separate Account,” is amended by replacing the reference to “Safe Harbor Matching Contribution Account” with “Safe Harbor Matching Contribution Account, Safe Harbor Non-Elective Contribution Account,” effective January 1, 2025.
31. The following new Section 10.20, “Qualified Replacement Plan Suspense Account,” is hereby added to the Plan, effective as of January 1, 2024:
“Section 10.20 QUALIFIED REPLACEMENT PLAN SUSPENSE ACCOUNT. The Plan is a “qualified replacement plan” as defined in Code Section 4980(d). The Trust Fund shall contain a qualified replacement plan suspense account (the “QRP Suspense Account”) consisting of the excess assets transferred from the Teleflex Incorporated Retirement Income Plan in accordance with Code Section 4980(d)(2). The assets in the QRP Suspense Account shall be used to fund the Employer’s Profit Sharing Contributions and, effective January 1, 2025, Safe Harbor Non-Elective Contributions under the Plan and shall be allocated to Plan participants in accordance with the requirements of
Code Section 4980(d)(2)(C)(i)(II). In addition, the Company may make a settlor decision to use assets in the QRP Suspense Account to pay reasonable administrative expenses of the Plan as part of an allocation under Code Section 4980(d)(2)(C)(i)(II).”
32. Section 13.08 of the Plan, “Termination,” is hereby amended by changing all references to “$5,000” therein to “$7,000 ($5,000, prior to January 1, 2024),” effective as of January 1, 2024.
33. Appendix D to the Plan, “Participating Employers” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2024:
“TELEFLEX 401(K) SAVINGS PLAN
APPENDIX D
PARTICIPATING EMPLOYERS (as of JANUARY 1, 2024)
•Teleflex Medical Incorporated
•Teleflex LLC
•Arrow International, Inc.
•Arrow Interventional, Inc.
•NeoTract, Inc.
•Palette Life Sciences AB”
34. The first paragraph of Subsection B (“Actual Deferral Percentage Test”). of Section F.01 of Appendix F to the Plan, “Limitations Applicable to Elective Deferral Contributions,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2025:
“To the extent that a group of Employers that are Related Employers have elected to make Safe Harbor Matching Contributions (i.e., all Employers except those specifically designated by the Committee as a separate line of business) prior to the Plan Year beginning January 1, 2025, and effective for each Plan Year for which the Employer makes Safe Harbor Non-Elective Contributions, the limitations of this Section F.01.B. do not apply. For Plan Years beginning prior to January 1, 2025, this Section F.01.B. shall continue to apply to the portion of the Plan allocable to any group of Employers that are Related Employers that do not elect to make Safe Harbor Matching Contributions. In any Plan Year in which the Actual Deferral Percentage for the group of Highly Compensated Employees, taking into account Employee elections, would be more than the greater of:”
35. The first paragraph of Section F.04 of Appendix F to the Plan, “Limitations Applicable to Matching Contributions,” is hereby amended in its entirety to read as follows (with any revision shown in italics), effective as of January 1, 2025:
“For a group of Employers that are Related Employers and that elect to make Safe Harbor Matching Contributions prior to January 1, 2025 (i.e., all Employers except those specifically designated by the Committee as a separate line of business), the
limitations of this Section F.04 on Matching Contributions shall be met by complying with the requirements of Code Section 401(m)(12) and the applicable Treasury Regulations issued thereunder. For each Plan Year during which the limitation of Section F.01 on Elective Deferral Contributions are met by the Employer making Safe Harbor Non-Elective Contributions, the limitations of this Section F.04 on Non-Safe Harbor Matching Contributions shall be met by complying with the requirements of Code Section 401(m)(11) and the applicable Treasury Regulations issued thereunder. This Section F.04 shall continue to apply to the Matching Contributions of any Employer and its Related Employers that do not elect to make Safe Harbor Matching Contributions except Matching Contributions that are Non-Safe Harbor Matching Contributions made for a Plan Year during which the limitation of Section F.01 on Elective Deferral Contributions are met by the Employer making Safe Harbor Non-Elective Contributions.”
36. ”Subsection C.1. of Appendix H to the Plan, “Distribution of Amounts Attributable to Transfer from the Hudson Respiratory Care, Inc. Profit Sharing Plan,” is hereby amended by changing the reference to “$5,000” therein to read “$7,000 ($5,000, prior to January 1, 2024),” effective as of January 1, 2024.
37. All other provisions of the Plan shall remain in full force and effect.
TELEFLEX INCORPORATED
/s/ Cam Hicks
Cam Hicks
Corporate Vice President and Chief Human Resources Officer
Date: December 4, 2024
Exhibit 19
 | |||||
Policy Document | |||||
Teleflex Incorporated Securities Trading Policy | |||||
This Securities Trading Policy (this “Policy”) applies to all employees and directors of Teleflex Incorporated and its subsidiaries (“Teleflex”) and is subject to change without prior notification. Please note that this securities trading policy supplements the Teleflex Code of Ethics.
Any violation of this Policy may result in immediate and severe discipline, up to and including dismissal and may subject the individual involved to both civil and criminal penalties. This is an extremely important matter, and we urge you to read the following with care.
The trading restrictions and policies described in Section 1 below apply to Teleflex’s directors and all of Teleflex’s employees. Teleflex’s directors, executive officers and certain other employees are also subject to the trading policies and procedures described in Section 2 below.
Section 1. Prohibitions against Trading on or Tipping Non-Public Information
a.General. The federal securities laws and rules prohibit any person that is aware of material, nonpublic information from purchasing or selling securities and from communicating such information to any other person for such use. It is Teleflex’s policy that Teleflex employees and Board members may not purchase or sell securities issued by Teleflex while aware of material, non-public information concerning Teleflex. Material information is any information that a reasonable investor would consider important in determining whether to buy, sell or hold securities. Non-public information is information that has not been effectively disseminated to the investing public. Generally, one should allow approximately two full trading days following wide dissemination as a reasonable waiting period before such information is deemed to be public.
A determination as to whether information is material or non-public depends on all of the related facts and circumstances. Information that you should consider material includes, but is not limited to:
•earnings estimates;
•changes in previously released earnings estimates;
•significant merger, acquisition or divestiture proposals or agreements;
•dividend changes;
•major litigation; and
•extraordinary management developments.
Teleflex Incorporated Securities Trading Policy
Exhibit 19
In addition, it should be emphasized that material information does not have to relate to a company’s business; for example, information about the contents of a forthcoming publication in the financial press that is expected to affect the market price of a security could be material.
If you have a question about whether information may be considered material or nonpublic you may obtain additional guidance from the Teleflex Legal Department.
b. Stock Options. Individuals may exercise stock options (by paying cash or transferring securities to Teleflex or withholding securities to pay the exercise price or withholding taxes) and hold the underlying securities, notwithstanding the foregoing prohibitions. Other methods of exercising stock options are subject to the foregoing prohibitions.
c. Certain Other Transactions. Teleflex employees may not alter (e.g., increase, decrease, commence or discontinue) any elections involving Teleflex securities (including transfers into or out of Teleflex securities) under any Teleflex benefit plan or arrangement, including the Teleflex 401(k) plan, while aware of material, non-public information concerning Teleflex.
Section 2. Directors, Executive Officers and Designated Individuals
a.General. In addition to the trading restrictions and policies which apply to all employees, Teleflex requires that all directors, executive officers and certain other employees and other individuals (“Designated Individuals”) who have been advised that they may not trade in Teleflex securities during certain blackout periods obtain prior written approval for any purchase, sale, gift or other acquisition, transfer or disposal of Teleflex securities, whether occurring during a “blackout period” or other period. Approval is required not only for transactions engaged in by such persons (directly or indirectly), but also for transactions engaged in by their spouse, minor children and any other family members residing in the same home, as well as any other account for which they make or influence investment decisions, such as an account for a member of their family who consults them about investment decisions or a trust account or other account for which they have investment authority. The compliance officers (identified below) shall have the authority to determine which employees and other individuals shall be considered “Designated Individuals” under this Policy.
Except as otherwise stated in this Policy, requests for approval of transactions involving Teleflex securities must be submitted to Teleflex’s Chief Financial Officer, General Counsel or their designees (each such person, a “compliance officer”). To the extent possible, requests for approval will be processed within two business days after receipt. If approved, the transaction must be completed within 5 business days, but in no event after the commencement of a “blackout period.” Approval is at the sole discretion of the compliance officer.
Below is additional information regarding the securities trading approval process.
b. Blackout Periods. Directors, executive officers and Designated Individuals may not trade or gift Teleflex securities (including altering (e.g., increase, decrease, commence or discontinue) any elections involving Teleflex securities (including transfers into or out of Teleflex securities) under any Teleflex benefit plan or arrangement, including the Teleflex 401(k) plan unless they have obtained the prior approval of a compliance officer. Teleflex has
Teleflex Incorporated Securities Trading Policy
Exhibit 19
established four “blackout periods” during the fiscal year during which requests for approval may not be submitted and trades and gifts may not be performed. Approval for trades and gifts of Teleflex securities will generally be granted only outside a “blackout period” and the transaction may not be performed during a “blackout period.”
A “blackout period” period begins at 12:01 a.m. of the 7th calendar day prior to the end of Teleflex’s then current fiscal quarter or fiscal year, as the case may be. The “blackout period” ends at 12:01 a.m. on the third trading day on the New York Stock Exchange after the day on which Teleflex makes a public news release of its quarterly or annual earnings for the prior fiscal quarter or fiscal year, as the case may be.
After the commencement of a “blackout period,” directors, executive officers and Designated Individuals may not purchase, sell, gift or otherwise acquire, transfer or dispose of any Teleflex securities; provided however, that charitable gifts to a 501(c)(3) organization and certain stock option exercises (discussed below) may be made upon preclearance by a compliance officer. After the commencement of a “blackout period,” requests for approval may not be submitted until the “blackout period” has ended.
Teleflex may also institute a “blackout period” at other times of the year as it deems necessary or appropriate, including, for example, if a material acquisition or divestiture is pending or if a forthcoming publication in the financial press may affect the relevant securities market.
Additionally, unless approved by a compliance officer, directors and executive officers may not purchase, sell or otherwise acquire or transfer any Teleflex securities during any “benefit plan blackout period” if the director or executive officer acquired the securities in the service or employment as a director or executive officer. A “benefit plan blackout period” generally means any period of more than three consecutive business days during which the ability of a majority of the participants in the 401(k) plan to purchase, sell or otherwise acquire or transfer an interest in Teleflex securities is temporarily suspended by Teleflex or the fiduciary of the plan.
Certain transactions may be exempt from the foregoing blackout rules if made pursuant to a plan established under Rule 10b5-1 under the SEC Act of 1934. This Policy is not intended to provide any analysis or guidance on Rule10b5-1 programs, but you should contact the Legal Department if you would like to receive additional information.
c. Stock Options. Directors, executive officers and Designated Individuals may exercise stock options (by paying cash, or transferring securities to Teleflex or withholding securities to pay the exercise price or withholding taxes) and hold the underlying securities, notwithstanding the foregoing prohibitions; provided, however, that directors, executive officers and Designated Individuals that desire to exercise stock options in such manner must obtain the prior approval of a compliance officer before doing so. Other methods of exercising stock options are not permitted during a “blackout period.”
d. Certain Other Transactions. Notwithstanding any other provisions of this Policy, unless approved by a compliance officer, directors, executive officers and Designated Individuals may not alter (e.g., increase, decrease, commence or discontinue) any elections involving Teleflex securities (including transfers into or out of Teleflex securities) under any Teleflex benefit plan or arrangement, including the Teleflex 401(k) plan.
Teleflex Incorporated Securities Trading Policy
Exhibit 19
e. No Short Sales or Speculative Transactions. No director, executive officer or Designated Individual, whether or not he or she possesses material, non-public information, may trade in options, warrants, puts and calls or similar instruments on Teleflex’s securities or sell such securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery). Such activities may put the personal gain of such individual in conflict with the best interests of Teleflex and its securityholders or otherwise give the appearance of impropriety. In addition, no director, executive officer or Designated Individual may engage in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Teleflex’s equity securities.
f. Margin Accounts and Pledges. Teleflex securities held in a margin account or pledged as collateral can be sold without the owner’s consent in certain circumstances. This means that a margin sale or foreclosure sale may occur at a time when the owner is aware of material, nonpublic information or otherwise is not permitted to trade in Teleflex securities. Therefore, no director, executive officer or Designated Individual, whether or not in possession of material, non-public information, may purchase Teleflex securities on margin, or borrow against any account in which Teleflex securities are held, or pledge Teleflex securities as collateral for a loan.
Section 3. Policy Interpretation and Administration
This Policy shall be administered by the compliance officers. In connection therewith, the compliance officers shall have the authority to construe and interpret the terms of the Policy, adopt rules and procedures relating to the operation and administration of the Policy and adopt and approve non-material amendments to the Policy.
Section 4. Policy Approval and Amendments
This Policy has been approved by the Audit Committee of Teleflex’s Board of Directors. Any material amendments to the Policy shall be subject to Audit Committee approval.
Section 5. Questions and Assistance
Compliance with this Policy is of the utmost importance. Any questions concerning the trading restrictions and policies set forth above should be directed to the Teleflex Legal Department.
Teleflex Incorporated Securities Trading Policy
| Exhibit 21 | ||||||||
| Subsidiaries of Teleflex Incorporated | ||||||||
| as of December 31, 2024 | ||||||||
| Entity Name | Jurisdiction of Formation | |||||||
| 1 | Arrow Internacional de Chihuahua, S.A. de C.V. | Mexico | ||||||
| 2 | Arrow Internacional de Mexico, S.A. de C.V. | Mexico | ||||||
| 3 | Arrow International CR, a.s. | Czech Republic | ||||||
| 4 | Arrow International LLC 1 | Delaware | ||||||
| 5 | Arrow Interventional, Inc. | Delaware | ||||||
| 6 | Distribuidora Arrow, S.A. de C.V. | Mexico | ||||||
| 7 | Essential Medical LLC | Delaware | ||||||
| 8 | Hudson Respiratory Care Tecate, S. de R.L. de C.V. | Mexico | ||||||
| 9 | Teleflex Medical Nordic AB 2 | Sweden | ||||||
| 10 | Inmed Manufacturing Sdn. Bhd. | Malaysia | ||||||
| 11 | Medical Innovation B.V. | Netherlands | ||||||
| 12 | NeoTract, Inc. | Delaware | ||||||
| 13 | Palette Life Sciences AB | Sweden | ||||||
| 14 | Palette Life Sciences Australia Pty. Ltd. | Australia | ||||||
| 15 | Palette Life Sciences, Inc. | Delaware | ||||||
| 16 | Palette Life Science Japan k.k. | Japan | ||||||
| 17 | PLS Agreement AB | Sweden | ||||||
| 18 | PT Teleflex Indonesia | Indonesia | ||||||
| 19 | Pyng Medical Corp. | Canada | ||||||
| 20 | Rusch Asia Pacific Sdn. Bhd 3 | Malaysia | ||||||
| 21 | Rüsch Austria GmbH | Austria | ||||||
| 22 | Rusch Uruguay Ltda. | Uruguay | ||||||
| 23 | Standard Bariatrics, Inc. | Delaware | ||||||
| 24 | T.K. India Private Ltd. | India | ||||||
| 25 | Teleflex Commercial Designated Activity Company | Ireland | ||||||
| 26 | Teleflex Development Unlimited Company | Ireland | ||||||
| 27 | Teleflex Funding LLC | Delaware | ||||||
| 28 | Teleflex Global Holdings LLC 4 | Delaware | ||||||
| 29 | Teleflex Global Services LLC | Delaware | ||||||
| 30 | Teleflex Korea Ltd. | South Korea | ||||||
| 31 | Teleflex Life Sciences General Partner LLC | Delaware | ||||||
| 32 | Teleflex Life Sciences Limited | Malta | ||||||
| 33 | Teleflex Life Sciences LLC | Delaware | ||||||
| 34 | Teleflex Life Sciences II LLC | Delaware | ||||||
| 35 | Teleflex Life Sciences Pte. Ltd. 5 | Singapore | ||||||
| 36 | Teleflex LLC | Delaware | ||||||
| 37 | Teleflex Logistics LLC | Delaware | ||||||
| 38 | Teleflex Lux Holding S.à r.l. | Luxembourg | ||||||
| 39 | Teleflex Manufacturing Unlimited Company | Ireland | ||||||
| 40 | Teleflex Medical (Proprietary) Limited6 | South Africa | ||||||
| 41 | Teleflex Medical (Thailand) Ltd. | Thailand | ||||||
| 42 | Teleflex Medical Arabia for Maintenance | Saudi Arabia | ||||||
| 43 | Teleflex Medical Asia Pte. Ltd.7 | Singapore | ||||||
| 44 | Teleflex Medical Australia Pty Ltd8 | Australia | ||||||
| 45 | Teleflex Medical Brasil Ltda 9 | Brazil | ||||||
| 46 | Teleflex Medical B.V.10 | Belgium | ||||||
| 47 | Teleflex Medical B.V. | Netherlands | ||||||
| 48 | Teleflex Medical Canada Inc.11 | Canada | ||||||
| 49 | Teleflex Medical Chile SpA | Chile | ||||||
| 50 | Teleflex Medical Colombia S.A.S. | Colombia | ||||||
| 51 | Teleflex Medical de Mexico, S. de R.L. de C.V. | Mexico | ||||||
| 52 | Teleflex Medical Devices LLC | Delaware | ||||||
| 53 | Teleflex Medical Devices Ltd. | Cyprus | ||||||
| 54 | Teleflex Medical Devices S.à r.l. | Luxembourg | ||||||
| 55 | Teleflex Medical Europe Limited | Ireland | ||||||
| 56 | Teleflex Medical GmbH | Germany | ||||||
| 57 | Teleflex Medical GmbH12 | Switzerland | ||||||
| 58 | Teleflex Medical Hellas A,E.E.13 | Greece | ||||||
| 59 | Teleflex Medical Incorporated14 | California | ||||||
| 60 | Teleflex Medical Japan, Ltd.15 | Japan | ||||||
| 61 | Teleflex Medical New Zealand16 | New Zealand | ||||||
| 62 | Teleflex Medical OEM LLC | Delaware | ||||||
| 63 | Teleflex Medical Philippines Inc. | Philippines | ||||||
| 64 | Teleflex Medical Private Limited | India | ||||||
| 65 | Teleflex Medical S.r.l. | Italy | ||||||
| 66 | Teleflex Medical SAS17 | France | ||||||
| 67 | Teleflex Medical Sdn. Bhd.18 | Malaysia | ||||||
| 68 | Teleflex Medical Supplies Ltd. | Cyprus | ||||||
| 69 | Teleflex Medical Taiwan Ltd. | Taiwan | ||||||
| 70 | Teleflex Medical Technology Ltd | Cyprus | ||||||
| 71 | Teleflex Medical Trading (Shanghai) Co., Ltd. | China | ||||||
| 72 | Teleflex Medical, SAU 19 | Spain | ||||||
| 73 | Teleflex Medical, s.r.o. | Czech Republic | ||||||
| 74 | Teleflex Medical, s.r.o.20 | Slovakia | ||||||
| 75 | Teleflex Polska sp. z o.o. | Poland | ||||||
| 76 | Teleflex Production Unlimited Company | Ireland | ||||||
| 77 | Teleflex Properties Ireland Limited | Ireland | ||||||
| 78 | Teleflex Properties Ireland II Limited | Ireland | ||||||
| 79 | Teleflex Research S.à r.l. | Luxembourg | ||||||
| 80 | Teleflex Supply Chain Management (Shanghai) Co. Ltd. | China | ||||||
| 81 | Teleflex Urology Limited21 | Ireland | ||||||
| 82 | TFX Aviation Inc.22 | California | ||||||
| 83 | TFX Engineering Ltd. | Bermuda | ||||||
| 84 | TFX Group Limited | United Kingdom | ||||||
| 85 | TFX International SAS23 | France | ||||||
| 86 | TFX North America Inc. | Delaware | ||||||
| 87 | The Laryngeal Mask Company (Malaysia) Sdn. Bhd. | Malaysia | ||||||
| 88 | The Laryngeal Mask Company Limited | Seychelles | ||||||
| 89 | Traverse Vascular, Inc. | Delaware | ||||||
| 90 | Truphatek Holdings (1993) Limited | Israel | ||||||
| 91 | Truphatek International Limited | Israel | ||||||
| 92 | Truphatek Product Resources India Private Limited | India | ||||||
| 93 | Vascular Solutions LLC24 | Minnesota | ||||||
| 94 | VCT Investments, Inc. | Delaware | ||||||
| 95 | WIRUTEC Rüsch Medical Vertriebs GmbH | Germany | ||||||
| 96 | Z-Medica, LLC | Delaware | ||||||
| 97 | Z-Medica Acquisition, Inc. | Delaware | ||||||
| 98 | Zeus Buyer, L.P. | Delaware | ||||||
1.Formerly Arrow International, Inc.
2.Formerly Steamer Holding AB
3.Formerly Inmed (Malaysia) Holdings Sdn. Berhad
4.Formerly IH Holding LLC
5.Formerly Teleflex Holding Singapore Pte. Ltd.
6.Formerly Arrow Africa (Pty) Limited
7.Formerly Pilling Weck (Asia) PTE Ltd. and Rusch-Pilling (Asia) PTE LTD.
8.Formerly LMA PacMed Pty Ltd
9.Formerly Tradehosp Comercio de Produtos Para Saude LTD.
10.Formerly Teleflex Medical BVBA and W. Pabisch NV
11.Formerly GFI Control Systems Inc. and Teleflex Holding Company Ltd.
12.Formerly Arrow Swiss GmbH
13.Formerly Arrow Hellas A.E.E.
14.Formerly Hudson Respiratory Care Inc.
15.Formerly Arrow Japan, Ltd.
16.Formerly LMA NZ Limited
17.Formerly Rusch Pilling S.A.
18.Formerly Rusch Sdn. Berhad
19.Formerly Rusch Medica Espana SA
20.Formerly Arrow Slovensko Piešt’any s.r.o.
21.Formerly Davik Limited
22.Formerly Telair International Incorporated and The Talley Corporation
23.Formerly Rusch International SA
24.Formerly Vascular Solutions, Inc.
Exhibit 22
Subsidiary Guarantors of Guaranteed Securities
The following subsidiaries of Teleflex Incorporated are guarantors of its $500 million principal amount of 4.625% Senior Notes due 2027 and its $500 million principal amount of 4.25% Senior Notes due 2028:
Arrow International LLC
Arrow Interventional, Inc.
NeoTract, Inc.
Standard Bariatrics, Inc.
Teleflex Life Sciences II LLC
Teleflex LLC
Teleflex Logistics LLC
Teleflex Medical Devices LLC
Teleflex Medical Incorporated
Teleflex Medical OEM LLC
Traverse Vascular, Inc.
TFX North America Inc.
Vascular Solutions LLC
Z-Medica, LLC
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 033-53385, 333-77601, 333-101005, 333-120245, 333-127103, 333-157518, 333-199665, and 333-275299) of Teleflex Incorporated of our report dated February 28, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2025
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Liam J. Kelly, certify that:
1. I have reviewed this annual report on Form 10-K 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: February 28, 2025 | /s/ Liam J. Kelly | ||||
| Liam J. Kelly | |||||
| Chairman, President and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Thomas E. Powell, certify that:
1. I have reviewed this annual report on Form 10-K 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: February 28, 2025 | /s/ Thomas E. Powell | ||||
| Thomas E. Powell | |||||
| Executive Vice President and Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teleflex Incorporated (the “Company”) on Form 10-K for the year ended December 31, 2024, 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 condition and results of operations of the Company.
| Date: February 28, 2025 | /s/ Liam J. Kelly | ||||
| Liam J. Kelly | |||||
| Chairman, President and Chief Executive Officer | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teleflex Incorporated (the “Company”) on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Powell, 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 condition and results of operations of the Company.
| Date: February 28, 2025 | /s/ Thomas E. Powell | ||||
| Thomas E. Powell | |||||
| Executive Vice President and Chief Financial Officer | |||||