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2022 ANNUAL REPORT
Long-Term Durable Growth
INNOVATION
OPERATIONS
EXECUTION
Financial Highlights
FROM CONTINUING OPERATIONS (Dollars in millions, except per share data)
Net Revenues
2022
$2,791.0
0.7% Decrease
2019
2020
2021
$2,595.4
$2,537.2
$2,809.6
Research and Development
2022
$153.8
17.6% Increase
2019
$113.9
2020
$119.7
2021
$130.8
2022 Adjusted Earnings Per Share1
2022
$13.06
2.0% Decrease
2019
$11.15
2020
$10.67
2021
$13.33
2022
Revenues
by Geography
59%
20%
11%
10%
Americas
Europe,
Middle East,
and Africa
Asia
Pacific
OEM
2022
Revenues
by Product Profile
Net Cash Provided by Operating Activities
2022
$342.8
47.4% Decrease
2019
$437.1
2020
$437.1
2021
$652.1
26%
High-
Growth
64%
Durable
Core
10%
Other
¹ A table reconciling adjusted earnings per share to the most directly comparable GAAP measure can be found at the end of this
Annual Report.
• Our “high-growth” portfolio is spread across several business units, and includes UroLift®, MANTA®, EZ-IO®, and OnControl®, as
well as hemostatic products, PICCS, and internal stapling.
• Our “durable core” portfolio includes Teleflex products outside of the “high-growth” and “other” categories.
• Our “other” category includes sales of respiratory products not included in the divestiture to Medline, as well as urology care
products and revenues associated with the manufacturing and supply transition agreements we entered into in connection
with the respiratory business divestiture.
Long-Term Durable Growth
As one of the world’s leading medical device companies, Teleflex has a strong foundation for driving
long-term durable growth. In 2022, we leveraged our core strengths in INNOVATION, OPERATIONS,
and EXECUTION to navigate market challenges and advance every tenet of our business strategy.
INNOVATION
OPERATIONS
EXECUTION
Our deep commitment to
innovation has enabled us to build
a broad and diverse portfolio of
differentiated products backed
by industry-leading brands. We
actively leverage this portfolio
to fuel our growth, and we
consistently drive new innovation
initiatives for the future.
Our powerful global infrastructure
is founded on a world-class supply
chain that spans 21 distribution
centers and allows us to serve
more than 80,000 customers
in 135 countries worldwide.
We continuously invest in this
infrastructure to meet customer
demand, manage market
challenges, and capitalize on
attractive growth opportunities.
Our distinctive culture inspires
us to approach everything we do
with a nimble outlook, exceptional
discipline, and an unwavering
commitment to excellence. This
has yielded a track record for
strong execution that cuts across
every aspect of our business—
from innovation and global
expansion, to acquisitions, margin
growth, and financial initiatives.
Teleflex has a strong and growing product portfolio that comprises many trusted names in medical technology,
including Arrow®, Deknatel®, LMA®, Pilling®, Rüsch®, UroLift®, QuikClot®, and Weck®. Each of these brands
holds a strong position within its market, founded on a reputation for delivering unique solutions and
maintaining exceptional quality. Together, our brands help us to fulfill our core purpose of improving the health
and quality of people's lives.
1
To Our Shareholders:
In 2022, businesses around the world faced a range of market pressures, some of which hampered
productivity and performance on a global scale. The Teleflex team met these obstacles head-on,
continuing to execute our business strategy with diligence and discipline. As a result, the majority of
our businesses delivered positive performance during a very difficult year. Moreover, we maintained our
momentum, and we enter 2023 on track to meet our long-term goals.
to deliver steady value to our customers, patients,
and communities around the world. We would like to
thank each member of our team for supporting and
advancing our corporate objectives.
Strong Execution
Global dynamics created a formidable operating
environment for the medical device industry in 2022.
Inflation impacted many world markets, increasing
the costs of raw materials and shipping. This was
compounded by headwinds from foreign exchange
rates. Our industry also continued to experience
intermittent supply chain disruptions throughout
the year, including issues related to freight, logistics,
and the availability of select raw materials and
components. Collectively, these pressures challenged
us, requiring our team to approach each hurdle
with determination and flexibility.
Our established strength in operations served us well.
We leveraged our global supply chain to align our
manufacturing and shipping functions with market
shifts and meet customer demand. This included
exploring alternate sources for raw materials,
increasing our manufacturing output of select products,
and adjusting our product allocation. We worked to
offset cost pressures by seeking new ways to minimize
our operating expenses, as well as by employing
more targeted pricing strategies. We also maintained
our commitment to delivering exceptional quality
control across every facet of our business. Our efforts
generated excellent results, with the vast majority of
our businesses delivering strong performance within
an exceptionally challenging environment. At the
same time, we continued to advance each tenet of our
strategy for durable growth.
Advancing Our Strategy
During the year, we unveiled a new three-year business
strategy to deliver long-term durable growth. This plan
centers on four priorities: driving sustainable revenue
growth, achieving margin and earnings expansion,
optimizing our product portfolio, and advancing
corporate social responsibility and an inclusive culture.
We are making meaningful progress in every area.
Driving Progress in 2022:
• We fueled organic growth, developing and
marketing existing products, and investing in
product innovation for the future.
• We maintained healthy margins by employing
pricing strategies, and prioritizing the growth of
select high-margin products and sectors.
• We optimized our business, expanding in
high-growth markets and regions, acquiring
Standard Bariatrics, and continuing to execute
our restructuring plan.
• We continued to invest in clinical education,
providing product training to more than 185,000
healthcare professionals around the world.
• We advanced our commitment to Corporate
Social Responsibility (CSR), including enhancing
our Diversity, Equity & Inclusion initiative, and
promoting our environmental goals.
Our ability to deliver these accomplishments in
a turbulent market underscores the value of our
past investments in innovation and infrastructure.
More importantly, it highlights the extraordinary
dedication and resilience of the Teleflex team.
Our people consistently execute well, regardless of
the market cycle. In the process, they enable Teleflex
2
2022 Teleflex Annual Report
Our first strategic priority is to drive sustainable
revenue growth by investing in clinical areas and
markets that can deliver elevated growth and command
higher margins. From a business development
perspective, we have divided our portfolio into three
categories—High-Growth, Durable Core, and Other.
Our High-Growth category is a key contributor to our
growth, and we are working to expand our portfolio of
products in this category. Our High-Growth category
includes innovative products that are in an early phase
of market penetration and and have a long runway for
growth. Our Durable Core category includes select
Interventional, Anesthesia, Emergency Medicine,
Vascular Access, Surgical, and OEM products. Our
Durable Core products have a steady growth outlook
and generate strong cash flow, so we are committed
to supporting their ongoing development. We see
a significant opportunity to expand our presence
overseas, especially in the Asia Pacific region. We are
launching some of our proven products into untapped
regions, while expanding our sales team.
Our second strategic priority is to achieve margin
and earnings expansion. We are advancing this
goal by working to increase the percentage of sales
associated with our High-Growth portfolio. This
includes introducing new products, and extending
our existing products across new markets, regions,
and clinical applications. We are also generating cost
savings through restructuring initiatives. Between 2023
and 2025, we expect to realize incremental cost savings
of between $45 million and $51 million through the
restructuring plans we are currently executing.
Our third strategic priority is to optimize our
product portfolio by developing new products,
promoting the increased utilization of existing
products, and executing our M&A strategy. In
2022, we drove market penetration of our High-
Growth product families. We rolled out the
MANTA® Vascular Closure Device in Canada and
began a real-word clinical study for this product.
We introduced The UroLift® System in Japan and
China, and we launched The UroLift® 2 System and
The UroLift® ATC Advanced Tissue Control System
in the United States. We also strengthened our
Surgical portfolio by completing the acquisition
of Standard Bariatrics. This acquisition brought us
new technology that will contribute to our revenue
growth and margin expansion.
Our final strategic priority is to advance corporate
social responsibility and an inclusive culture across
our enterprise. This is a core focus for Teleflex, as
it provides us with the platform required to fulfill
our commitments to patients, clinicians, communities,
and shareholders. Our dedication to this initiative
is underscored by our improved MSCI ESG Ratings
assessment, which rose to A in 2022, up from BB
in 2020 (based on a scale of AAA-CCC). In addition, we
were named to the 2022 Forbes Best Employers for
Diversity list, further validating the success of our efforts.
Moving Ahead
Our steady performance during a difficult year
highlighted the many strengths that position us
for a bright future. Our diversified portfolio helped
insulate us from market pressures, our team excelled
in meeting customer needs, and our powerful
infrastructure positioned us to manage changing
dynamics and continue to deploy our strategy. In
addition, our strong balance sheet enabled us to
maintain our M&A activities and pave the way for
future growth.
Market demographics support our positive outlook.
Around the world, the number of people over the age
of 65 is growing rapidly. Our portfolio is intentionally
focused on procedures that are common as people
age, so this trend will drive the utilization of our
products. As we move ahead, we will work to capitalize
on this dynamic to accelerate our strategies for
long-term durable growth. We will leverage our
portfolio to deliver constant currency growth and
margin expansion. We will drive operational efficiency,
while seeking to offset the impact of inflation and
supply chain challenges. We will channel our strong
free cash flow to fund attractive M&A opportunities.
And we will continue to expand our CSR commitment
and foster an inclusive and welcoming work
environment. In the process, we expect to reward
you—our valued shareholders—with the increasing
value you deserve.
LIAM KELLY
Chairman, President and
Chief Executive Officer
THOMAS E. POWELL
Executive Vice President
and Chief Financial Officer
3
Making a Difference
At Teleflex, we have a clear purpose: To provide clinically effective medical technologies that improve
the health and quality of people’s lives. We advance this purpose by working with the global healthcare
community to identify unmet clinical needs and to develop innovative products and technologies that
meet those needs. This is a continuous and complex effort that requires a powerful enterprise—one
with expertise, scale, strong execution skills, and superior standards for quality.
Executive Management Team
Liam Kelly
Chairman, President
and Chief Executive
Officer
Thomas E. Powell
Executive Vice
President and
Chief Financial
Officer
Karen Boylan
Corporate Vice
President, Global
Strategic Projects
Howard Cyr
Corporate Vice
President and
Chief Compliance
Officer
John Deren
Corporate Vice
President and
Chief Accounting
Officer
Michelle Fox
Corporate Vice
President and
Chief Medical
Officer
Cameron Hicks
Corporate Vice
President and
Chief Human
Resources Officer
Daniel V. Logue
Corporate Vice
President,
General Counsel
and Secretary
Daniel Price
Corporate Vice
President,
Commercial Finance
Dominik Reterski
Corporate Vice
President, Quality
Assurance/
Regulatory Affairs
Matt Tomkin
Corporate Vice
President, Business
Development
Jay White
Corporate Vice
President and
President, Global
Commercial
James Winters
Corporate Vice
President,
Manufacturing and
Supply Chain
4
2022 Teleflex Annual Report
High-Growth Products in Multiple Clinical Areas
Teleflex employs approximately 15,500 employees who serve over 80,000 customers in 135 countries
worldwide. Our portfolio encompasses more than 23,000 products that deliver value across seven
different clinical areas: Vascular Access, Interventional Cardiology and Radiology, Anesthesia, Emergency
Medicine, Surgical, and Urology. Some of our key high-growth products include:
Titan SGS® addresses unmet needs in sleeve
gastrectomy surgical procedures by offering the
longest continuous staple cutline.
Arrow® OnControl® Powered Bone Access System
uses a power driver platform, combined with procedure-specific
trays, to deliver larger, high-quality bone marrow samples,
which may provide a more accurate diagnosis.
MANTA® Vascular Closure Device is the
first commercially available biomechanical vascular
closure device specifically designed for large bore
femoral arterial access site closure.
Arrowg+ard Blue Advance® PICC
offers both antimicrobial and antithrombogenic
protection, reducing the risk of certain
catheter-related complications.
The UroLift® System is a unique, minimally
invasive technology for the treatment of benign
prostatic hyperplasia (BPH).
Arrow® EZ-IO® Intraosseous Vascular
Access System provides up to 24 hours
of intraosseous access in emergent, urgent,
or medically necessary cases where vascular
access is difficult to obtain.
QuikClot Control+® is a proprietary
hemostatic technology specially formulated
to help control severe internal bleeding.
5
Delivering Long-Term Durable Growth
As one of the world's leading medical device companies, Teleflex is deeply committed to strengthening
our leadership position and capturing additional share. We have established the following four strategic
priorities to help us achieve these goals and drive long-term durable growth:
• Driving sustainable constant currency revenue growth
• Achieving margin and earnings expansion
• Optimizing our product portfolio
• Advancing corporate social responsibility and an inclusive culture
Driving Sustainable Constant Currency
Revenue Growth
Achieving Margin and Earnings
Expansion
We are leveraging our product portfolio by carefully
positioning select, high-growth products within
targeted global markets. This strategy drives both
margins and revenues, thereby generating strong free
cash flow to fund new growth opportunities. We view
our portfolio as having three product categories, a
High-Growth portfolio, Durable Core, and Other. Our
High-Growth portfolio includes seven highly innovative
product families with significant growth potential. In
fact, we estimate that these products have a combined
addressable market of approximately $14 billion. We
estimate that to date we have penetrated only 5% of
this adressable market, and we are diligently working
to capitalize on this opportunity. This includes organic
initiatives, such as investing in innovation, introducing
our existing products into new markets, and expanding
our global sales base. Our Durable Core growth drivers
include products within our Vascular Access, Surgical,
and OEM businesses. We are capitalizing on our
category leadership in these businesses to capture
additional share and fuel ongoing growth.
Some of our products deliver higher than average
margins, and we are committed to increasing our
revenue mix of these products. These include our
hemostatic devices, our peripherally inserted central
catheters, The UroLift® 2 System, Arrow® EZ-IO®
Intraosseous Vascular Access System, Arrow®
OnControl® Powered Bone Access System, and
MANTA® Vascular Closure Device. We are also
driving margins by executing prudent restructuring
initiatives. Between 2023 and 2025, we expect our
current restructuring programs to generate cost
savings of $45 million - $51 million. Finally, we are
capitalizing on our sales infrastructure to make
select distributor-to-direct conversions. This has
been a successful strategy for Teleflex, and we see
opportunities for additional conversions. We
currently generate approximately 6% of our global
revenue from the distributor channel, and we believe
we can convert a portion of these revenues to direct
sales over time.
Our High-Growth products have penetrated
only 5% of a combined addressable market of
approximately
$14B
BETWEEN 2023 & 2025
we expect our existing restructuring
programs to generate cost savings of
$45M—$51M
6
2022 Teleflex Annual Report
80+
deals closed
$4.8B
transaction value
BETWEEN 2011 AND 2022
IN 2022
Teleflex was named by Forbes
as one of the Best Employers for
DIVERSITY
Optimizing Our Product Portfolio
We continue to optimize our product portfolio by
launching new products, divesting non-core assets,
and executing our proven M&A strategy. Between
2011 and 2022, we completed more than 80 M&A
transactions, deploying $4.8 billion in capital. We
have an experienced business development team
with strong institutional knowledge, backed by a
proven ability to leverage our acquired assets to
drive business growth. A prime example is our
acquisition of NeoTract in 2017, which brought
us The UroLift® System. Since then, we have
introduced this technology in Japan and China, and
we have launched two new products in the United
States. We take a highly disciplined approach to
identifying acquisition opportunities. We seek
assets with category leadership, clear clinical
benefits, the ability to lower the overall cost of care,
and strong intellectual property protection. We also
target opportunities that enable us to leverage our
infrastructure and expand our geographic footprint.
From a financial perspective, we look for assets that
are accretive to growth and margins.
Advancing Corporate Social
Responsibility and an Inclusive Culture
Our Corporate Social Responsibility (CSR) program
spearheads a wide range of initiatives that benefit
Teleflex as a whole, and create advantages for our
key stakeholders, including employees, customers,
investors, communities, and the overall healthcare
marketplace. These initiatives include using our
innovation competency to develop safe products
that fill unmet patient needs, as well as providing
humanitarian assistance. We also employ best
practices for sustainability, including installing solar
panels at five global manufacturing sites. In addition,
we reduced our volume of packaging materials to
lower both consumption and waste, and we invested
in software to track our carbon footprint, water
usage, and employee health and safety metrics. We
also continuously promote our Diversity, Equity &
Inclusion initiatives, providing inclusive training
for our global business leaders, and taking measures
to ensure that our employees around the world have
a supportive and rewarding work environment.
Collectively, our CSR efforts build trust among our
constituents, aligning with our business strategy
to drive long-term durable growth.
7
Executing Our Strategy
We are committed to delivering long-term durable growth across our reportable segments. Our business
leaders around the world provide the foundation for this, executing both corporate and regional strategies
to manage shifting market dynamics and advance our progress.
PRANEET MEHROTRA
President, APAC
MATTHEW JAMES
President, EMEA
APAC
“ We are leveraging rapid growth in the APAC region to advance
our corporate strategy. This includes launching new products,
expanding our sales team, and strengthening our leadership.”
In 2022, our APAC business experienced inflation and unfavorable foreign
exchange rates, as well as sporadic lock-downs in China related to COVID-19.
We also faced fallout from the China Volume Based Procurement policy, which
reduced the price of certain medicines and medical devices. Despite these
challenges, our APAC business delivered double-digit revenue growth for the
year. We launched new products in Japan, China and India, and we posted
strong performance in Australia and South Korea. In 2023, we expect China to
benefit from post-COVID recovery. We plan to continue to roll out The UroLift®
System in Japan and China, and to launch this product in Taiwan and India. We
are also investing in digital marketing to reach a larger audience across select
products, including UroLift®, GuideLiner®, MANTA®, and EZ-IO®.
EMEA
“ Our portfolio includes world-class brands that hold positions
of market leadership, inspire exceptional customer loyalty, and
have long-term growth potential.”
In 2022, EMEA faced global supply chain issues and ongoing regulatory shifts.
Our operations team met these challenges head-on, maintaining steady product
flow while delivering EMEA’s fastest growth rate in recent memory. This progress
was largely driven by our EMS and trauma products, including our hemostatic
portfolio, our PICC products, and MANTA®. As we move ahead, we are continuing
to fuel our growth by providing an exceptional customer experience and promoting
our key franchises, including Emergency Medicine, Interventional Urology, and
Interventional Cardiology. Finally, we are continuing to develop our greatest asset—
our people—in order to improve the health and quality of people’s lives.
“ Recognizing that everything we do as a company impacts patient care, Clinical
and Medical Affairs professionals provide medical and market access insight,
share emerging science, and identify trends in clinical practice that are
beneficial to patients and the company alike. At Teleflex, our clear clinical
vision supports our business goals. One of the ways we bring this vision to
life is by offering multidisciplinary clinical education programs. In 2022, we
supported our APAC and EMEA businesses by conducting multiple information
summits on Benign Prostatic Hyperplasia (BPH). We also made progress
in translating content on Teleflex Academy to ensure our courses are available
in local languages. In 2022, we reached healthcare professionals across
115 countries. We will continue to expand our clinical education programs
for our clinically differentiated and high-growth portfolio.”
MICHELLE FOX
Corporate Vice President
& Chief Medical Officer
8
2022 Teleflex Annual Report
GREG STOTTS
President and General
Manager, OEM
JAKE NEWMAN
President, The Americas
OEM
“ Some companies design well, others manufacture well. Teleflex
excels at both, delivering a combination of expert design and full
scalability that sets us apart.”
As a vertically integrated business, Teleflex OEM excels at both design and
production, and in 2022, the value of this structure was clear. During the year,
raw materials shortages left many medical device providers struggling to
obtain components, and global inflation strained operations. While Teleflex was
not immune to these challenges, our vertically integrated structure provided
key advantages. Our role as a components supplier reduced our vulnerability
to materials shortages, and our role as a manufacturer enabled us to apply
pricing strategies to offset inflation. As a result, we were able to deliver positive
performance within a difficult environment. As we move ahead, we will continue
to execute our strategy, collaborating with our customers to shape the future of
healthcare. This will include continuing to leverage our three Epic Centers to enable
a fast and accurate development process.
The Americas
“ We are investing in select high-growth clinical areas, and targeting
products that support essential medical procedures, positioning us
to promote significant utilization.”
Our commitment to improving patient outcomes drives us to build and sustain
our portfolios intentionally, and to uphold strict quality standards. In 2022, we
leveraged these disciplines to combat inflation, supply chain challenges, reduced
patient volume in some segments, and clinician workforce shortages. Specifically,
we increased pricing where reasonable to offset unfavorable foreign exchange
rates and inflation. We supported our High-Growth and Durable Core portfolios
by investing in clinical education programs and channel expansions, along with
acquisitions, such as Standard Bariatrics. And we increased our investment in
sustainability for the future. As a result, the majority of our High-Growth business
segments posted positive performance. Moving forward, we plan to enhance
our focus on front-end innovation, new product development, sustaining our
portfolios for business continuity, and lifecycle management. We are also investing
in enhanced R&D processes to expedite product development and improve the
cadence of our product releases over time.
“ Delivering an exceptional customer experience is a priority
for Teleflex, and we continuously seek new ways to engage our
customers, promote loyalty, and accelerate growth. In 2022, we
continued to invest in myTeleflex.com, our order management
platform in the United States, and Teleflex Academy, our global
clinical education program. As a result of these and other initiatives,
we generated a Net Promoter Score of 54, representing our highest
customer loyalty rating to date.”
WHITNEY REYNOLDS
Vice President,
Global Customer Experience
9
Fulfilling Our Responsibility
Our Corporate Social Responsibility (CSR) program is dedicated to benefiting our employees, our
customers, their patients, and the planet, and it is founded on four pillars, which provide a framework
for us to set and achieve clear goals. Each year, we catalogue our progress toward these goals in our
Global Impact Report. This report highlights the CSR achievements of our enterprise across these four
pillars. We invite you to view our current report at www.teleflex.com.
Principles of Ethics
& Governance
We embrace strong business
ethics and maintain exceptional
compliance standards. These
disciplines cut across all of our
functions, influencing our interactions with suppliers
and customers, guiding our sales and marketing
activities, and driving our standards for IT security
and privacy.
Planet & Environment
Our Zero Harm vision inspires us
to make ecologically responsible
business decisions. These include
reducing waste and minimizing
emissions, as well as maintaining
responsible consumption and production protocols,
such as tracking our global energy consumption,
and installing solar energy panels at our
manufacturing facilities.
People
We provide professional
development opportunities, offer
attractive benefits packages, and
administer a range of employee
recognition programs. We also
prioritize employee health and safety, and we offer
a variety of support mechanisms to every member
of our team.
Prosperity & Sustainable
Healthcare
We fund and conduct a vast range
of medical education and clinical
research programs. Collectively,
these programs support and educate
clinicians, and help ensure the safe and effective use
of our products. We foster philanthropy by sponsoring
local organizations, encouraging employee volunteer
activities, funding medical grants, and providing
humanitarian aid.
Best Place to Work
In November 2022, Teleflex was named one of the Best Places to Work by
the MedReps community of medical sales talent, capturing the number
one spot among large companies, and marking the sixth consecutive year
we have been on this prestigious list.
The MedReps Best Places to Work list is compiled based on feedback
from medical sales professionals across North America who are
asked to rank medical device companies and to rate them based
on such attributes as compensation, innovation, career mobility,
leadership, culture, diversity, equity and inclusion, reputation,
flexibility, and remote work options.
10
2022 Teleflex Annual Report
Diversity, Equity & Inclusion
Our Diversity, Equity & Inclusion (DEI) Council promotes diversity across our enterprise, and fosters a welcoming
and inclusive work environment. We have established Regional DEI Councils in the United States and Canada,
Latin America, EMEA, and APAC to execute and advance our DEI strategies around the world. In 2022, Teleflex
was named to the Forbes Best Employers for Diversity list, validating our efforts in this critical area.
SHANTÉ DEMARY
Co-Chair Global
DEI Council,
Chair of North
America
Regional DEI Council
LIAM KELLY
Co-Chair Global
DEI Council,
Chairman,
President and CEO
SUNNY SOHAL
Chair of EMEA
Regional DEI
Council
ISRAEL RINZA
Chair of Latin
America
Regional DEI Council
RUBY LIU
Chair of Asia Pacific
Regional DEI Council
Our Core Values
Our Core Values are the foundation for our success. These values are centered around
people, and they highlight the tenets that define Teleflex, including an entrepreneurial
spirit that encourages innovation, a dedication to building and maintaining trust, and
a commitment to cultivating a fun work environment. We take decisive measures to
ensure our Core Values are reflected in everything we do, including integrating them
into our hiring, training, review, and reward practices. In the process, we ensure that
each member of the Teleflex team is inspired to put the Teleflex Core Values into
action every day.
JOIN Act with Purpose
JOIN Act with Purpose is an employee-driven forum that enables our employees to share
information about local volunteer opportunities, encouraging them to engage in social
responsibility activities within their communities. We showcase these activities annually
in the JOIN Impact Report, which is available at www.teleflex.com. We also provide our
workforce with JOIN IN It Together, an online forum where Teleflex employees who are
working remotely can connect with each other for camaraderie and support.
The Teleflex Foundation
Established in 1979, the Teleflex Foundation has a proud heritage of providing financial support to qualified
nonprofit organizations through a variety of vehicles. These include the Make a Difference (MAD) Grant, which
awards cash grants to select healthcare charities in which our employees are involved. Our Matching Gifts
program matches employee gifts of $50 and above to most organizations that are qualified for exemptions under
Section 501(c)(3) of the Internal Revenue Code. The Teleflex Foundation is also a long-time supporter
of Americares and an established Americares Emergency Response Partner.
11
Teleflex Chairman’s Award
Each year, we bestow the Teleflex Chairman’s Award on select employees and employee teams for delivering
outstanding accomplishments related to innovation, customer focus, productivity, and/or sustainability. In
2022, our employees nominated their colleagues from around the world for this award, and after careful
evaluation, awards were presented to:
JORDAN PRESSLEY
ERIN HILL
MARCOS MORALES
While designing a new needle size
for the EZ-IO® product line, Jordan
learned of an initiative related to
needle packaging that was already
in process. To improve overall
product usability, Jordan integrated
the initiative within his design scope.
Using a manual process, Jordan
conducted a product analysis and
isolated potential variability issues.
Based on this, Jordan designed a
new manufacturing and assembly
line that enabled the team to maintain
the production process, and ensure
a seamless design transfer.
In addition to performing her
existing sales responsibilities, Erin
volunteered to work with multiple
clinical and legal functions to
develop training materials, enhance
product training models, and
provide expertise to help business
units perform at higher levels.
At the company’s request, Erin
prepared a critical presentation,
planned five hands-on product demo
workstations, and shared her clinical
knowledge with key customers.
Erin's expertise earned Teleflex
approved access to support cases,
and afforded the company greater
exposure to these customers.
While already managing industrywide
raw materials shortages, a Teleflex
packaging facility was presented
with significant new supply
challenges, including a constraint
for a specific film used across its
production. To ensure uninterrupted
operations, Marcos identified
alternative materials, provided
required information for R&D, and
coordinated process validation for
the forming and sealing parameters
using the alternative film. He
completed these activities in less
than two weeks, enabling the facility
to maintain operations and meet
customer demands.
Kulim Capacity
Ramp-Up Task Force
The Kulim site team was informed they had
eight months to prepare for a substantial
increase in their annual production volume
of silicone products. They established a
task force and quickly conducted a capacity
gap analysis, considering critical factors
such as cleanroom space, technology
changes, supply chain lead times, workforce
requirements, and training. As a result of
their efforts, the Kulim site met the new
capacity requirements ahead of schedule
with zero quality and safety issues.
(Pictured from top left to bottom right) Ameer Najwan bin Mohd Shafiee, Nasyitah binti Sulaiman, Muhamad
Shauwal bin Shariff, Zulhusni bin Saad, Muhamad Hanif bin Samsudin, Patmanathan a/l Karthigesan, Suhaila bt Ahmad,
Muneswaren A/L Gandhi, Quah Eng Hong, Sharifah Shafini Tungku Syed Petra
12
2022 Teleflex Annual Report
Form 10K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
This page intentionally left blank.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________
FORM 10-K
_________________________________________________
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022 or
For the transition period from to .
Commission file number 1-5353
_________________________________________________
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
_________________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
23-1147939
(I.R.S. employer identification no.)
550 East Swedesford Road, Suite 400, Wayne, Pennsylvania
(Address of principal executive offices)
19087
(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
Common Stock, par value
$1.00 per share
TFX
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
_________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting 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. ¨ ¨
Emerging growth company ☐
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 ☐ No x
The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant 27,089,952 shares on June 26, 2022
(the last business day of the registrant’s most recently completed fiscal second quarter) was $6,990,562,114(1). The aggregate market value
was computed by reference to the closing price of the Common Stock on such date, as reported by the New York Stock Exchange.
The registrant had 46,944,155 shares of Common Stock outstanding as of February 21, 2023.
DOCUMENT INCORPORATED BY REFERENCE:
Certain provisions of the registrant’s definitive proxy statement in connection with its 2023 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.
(1) For purposes of this computation only, the registrant has defined “affiliate” as including executive officers and directors of the
registrant and owners of more than five percent of the common stock of the registrant, without conceding that all such persons are
“affiliates” for purposes of the federal securities laws.
TELEFLEX INCORPORATED
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
PART I
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART II
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
RESERVED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
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Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
SIGNATURES
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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:
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•
•
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•
•
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changes in business relationships with and purchases by or from major customers or suppliers;
delays or cancellations in shipments;
demand for and market acceptance of new and existing products;
the impact of inflation and disruptions in our global supply chain on us and our suppliers (particularly sole-
source suppliers and providers of sterilization services), including fluctuations in the cost and availability of
resins and other raw materials, as well as certain components, used in the production or sterilization of our
products, transportation constraints and delays, product shortages, energy shortages or increased energy
costs, labor shortages in the United States and elsewhere, and increased operating and labor costs;
our inability to integrate acquired businesses into our operations, realize planned synergies and operate such
businesses profitably in accordance with our expectations;
our inability to effectively execute our restructuring programs;
our inability to realize anticipated savings resulting from restructuring plans and programs;
the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation;
changes in Medicare, Medicaid and third-party coverage and reimbursements;
the impact of tax legislation and related regulations;
competitive market conditions and resulting effects on revenues and pricing;
global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt
issues and international conflicts and hostilities, such as the ongoing conflict between Russia and Ukraine;
public health epidemics including the novel coronavirus (referred to as COVID-19);
difficulties entering new markets; and
general economic conditions.
For a further discussion of the risks relating to our business, see Item 1A, “Risk Factors” in 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.
3
ITEM 1.
BUSINESS
PART I
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. During 2022 we introduced several product line extensions and six new 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
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.
4
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 will occur once we
transfer certain additional manufacturing assets to Medline and is expected to occur prior to the end of 2023.
See "Our Products" below and Note 4 to the consolidated financial statements included in this Annual Report on
Form 10-K for additional information.
We expect to continue to increase the size of our business through a combination of acquisitions and organic
growth initiatives. In addition, we may identify further opportunities to expand our margins through strategic
divestitures of existing businesses and product lines that no longer meet our objectives.
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
We have four segments: Americas, EMEA (Europe, the Middle East and Africa), Asia (Asia Pacific) and OEM
(Original Equipment Manufacturer and Development Services).
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. For example, most of our urology products are sold by our EMEA segment and most of our
interventional urology products are sold by our Americas segment. Our product portfolio is described in the products
section below.
Our OEM segment designs, manufactures and supplies devices and instruments for other medical device
manufacturers. Our OEM division, 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.
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, 2022, 2021 and 2020:
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.
5
Vascular Access: Our Vascular Access product category offers devices that facilitate a variety of critical care
therapies and other applications with a focus on helping reduce vascular-related complications. These products
primarily consist of our Arrow branded catheters, catheter navigation and tip positioning systems and our
intraosseous, or in the bone, access systems.
Our catheters are used in a wide range of procedures, including the administration of intravenous therapies, the
measurement of blood pressure and the withdrawal of blood samples through a single puncture site. Many of our
catheters provide antimicrobial and antithrombogenic protection technology that have been shown to reduce the risk
of catheter related bloodstream infections and microbial colonization and thrombus accumulation on catheter
surfaces.
Our intraosseous access systems are designed for the delivery of medications and fluids when intravenous
access is difficult to obtain in emergent, urgent or medically necessary cases. Our products offer a method for
vascular access that can be administered quickly and effectively in the hospital and pre-hospital environments and
include the EZ-IO Intraosseous Vascular Access System and Arrow FAST1 Sternal Intraosseous Infusion System.
Interventional: Our Interventional product category offers devices that facilitate a variety of applications to
diagnose and deliver treatment via the vascular system of the body. These products primarily consist of a variety of
coronary catheters, structural heart support devices, peripheral intervention products and mechanical circulatory
support platform 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 products designed to provide
surgeons with devices for use in a variety of surgical procedures. These products primarily consist of metal and
polymer ligation clips, fascial closure surgical systems used in laparoscopic surgical procedures, percutaneous
surgical systems and other surgical instruments. Our significant surgical brands include Weck, MiniLap, Pleur-Evac,
Deknatel, KMedic and Pilling. In 2022, we expanded our product portfolio with the acquisition of Standard Bariatrics,
Inc. (“Standard Bariatrics”) and the Titan SGS brand, a powered stapling technology for bariatric surgery.
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 hold the prostate lobes apart to relieve compression on the urethra without cutting, heating or
removing prostate tissue. 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. The Respiratory business divestiture included products marketed
under the Hudson RCI brand name that comprised oxygen therapy products, aerosol therapy products, spirometry
products and ventilation management products.
6
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.
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, 2022, 2021 and 2020 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
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
7
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 FDA’s requirements for investigational device
exemptions (“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:
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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;
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.
The FDA has issued final regulations regarding the Unique Device Identification (“UDI”) System, which requires
manufacturers to label or mark certain medical devices and/or their packaging with unique identifiers. Although the
FDA expects that the UDI System will help track products during recalls and improve patient safety, it has required
us to make changes to our manufacturing and labeling. The UDI System was implemented in stages based on
device risk, with the first requirements having taken effect in September 2014 and the last in December 2022.
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
8
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 certain 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, which may be no later than May 2024, 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. 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,
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
healthcare company may violate one or more of the requirements, resulting in increased compliance costs that
could adversely impact our results of operations.
9
Further, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act (collectively, the “Affordable Care Act”), imposed 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 compliance program, our internal control policies and procedures may not
always protect us from 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
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 and UroLift brands, 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
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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. Incidence of flu and other disease patterns and, to
to single-use
lesser extent,
a
products. Historically, we have experienced higher sales in the fourth quarter as a result of these factors.
frequency of elective medical procedures affect revenues related
the
HUMAN CAPITAL
As of December 31, 2022, we employed approximately 15,500 employees, including 4,000 employees in the
U.S. and 11,500 employees in 32 other countries around the world. Our global supply chain employees make up
58% of the total employee population and are located primarily in Mexico, Malaysia and the Czech Republic. Our
commercial organization comprises 24% of the global employee base. The remaining 18% 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. Our management team
places significant focus and attention to 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.
Culture
The 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 organization. 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.
Diversity, Equity, and Inclusion
At Teleflex, our Core Values define our company, shape our culture, guide our business practices, and direct the
way we interact with our stakeholders. Rooted in our Core Values, diversity, equity, and inclusion (DEI) plays an
essential role in fulfilling our company core purpose to improve the health and quality of peoples’ lives. Through
embedding the principles of DEI into our activities, decisions, governance, innovations, and culture, we contribute to
the achievement of accessible, equitable and sustainable healthcare for all.
DEI initiatives in Teleflex are supported by our Global DEI Council, composed of senior leadership from across
the organization, and our four Regional DEI Councils in each the US & Canada, LATAM, EMEA, and APAC. The
Regional DEI Councils are representative of employees from all levels, functions, and regions, acting as a guiding
hub of perspectives and experiences to enrich the importance of DEI in Teleflex.
Within our Regional DEI Councils, each of our Employee Resources Groups (ERGs) are represented by a
member of their leadership committee to share the progress, knowledge, and initiatives from their respective ERG.
Our ERG footprint extends to each of our four regions, providing our people with employee-driven communities that
focus on initiatives such as supporting working parents & caregivers, coordinating mentorship and development
opportunities, promoting cultural awareness and understanding, and connecting employees with shared
experiences, interests or backgrounds.
11
We continue our efforts to cultivate a diverse 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.
We collect and regularly review several measures of the diversity within our global workforce. Some illustrative
and notable highlights of our new hires from the January to December 2022 period are as follows:
At 58%, females made up the majority of our new hires globally;
•
• Of the 5,654 total global hires, 51% were aged 20-29, followed by 24% aged 30-39 and 12% aged 40-49; and
•
In the US, approximately 50% of our new hires represented minority ethnicities including Black (23%), Asian
(13%), and Hispanic (10%)
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 implemented a 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 a number of 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; diversity, equity, and inclusion; 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, regardless of gender, age or ethnicity. 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, 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 globally and within the United
States, no systemic ethnicity bias was identified. We continue to explore where we can expand our pay equity
analyses for every jurisdiction in which we operate. We are committed to conducting 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 example, in response to the risks associated
with the COVID-19 pandemic, we have expended resources to implement various safety measures, including
implementing social distancing protocols and expanding personal protective equipment availability and usage,
across our facilities globally in an effort to protect the health and safety 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 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
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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
Liam J. Kelly
Thomas E. Powell
Cameron P. Hicks
Daniel V. Logue
Jay White
James Winters
Age
56
61
58
49
49
50
Positions and Offices with Company
Chairman, President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
Corporate Vice President, Human Resources and Communications
Corporate Vice President, General Counsel and Secretary
Corporate Vice President and President, Global Commercial
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
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
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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 Hamilton Sanders 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.
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 competitive 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
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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 could have a material
adverse effect on our business, financial condition and results of operations.
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.
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
15
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 Quality System Regulation ("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 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.
Our results of operations and financial condition may be adversely affected by public health epidemics,
including the ongoing COVID-19 global health pandemic.
We are subject to risks associated with public health threats, such as the recent and ongoing COVID-19
pandemic. The COVID-19 pandemic significantly impacted economic activity and markets around the world and
negatively impacted our operations, financial performance and cash flows. These effects continue, and their impact
going forward is uncertain because the trajectory and nature of the pandemic remain uncertain and difficult to
predict. Such effects depend on various factors, including, but not limited, to: the occurrence, spread, duration and
severity of any subsequent wave or waves of outbreaks, including the emergence and spread of variants of the
COVID-19 virus; governmental, business and individuals’ actions that have been and continue to be taken in
response to the pandemic (including restrictions on travel, transport and workforce pressures, and deferrals or
16
postponements of elective procedures); the impact of the pandemic and actions taken in response 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 when the COVID-19 pandemic
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 pandemic.
With respect to our company, the COVID-19 pandemic has had, and may continue to have, an impact on our
operations, financial performance and financial condition in several ways, including, but not limited to, those
discussed below:
•
•
•
It has caused and may continue to cause disruptions in our manufacturing operations globally, which are subject
to governmental or regulatory actions taken in response to COVID-19. These actions could impact our ability,
or that of our employees or suppliers, to perform our and their respective responsibilities and obligations relative
to the conduct of our business and create a risk to our ability to manufacture our products in a timely manner, or
at all.
The effects of the pandemic have caused, and could in the future continue to cause, disruptions in our
workforce and our global supply chain. These disruptions, or our failure to respond to them, could increase
manufacturing or distribution costs or cause further delays in delivering, or an inability to deliver, products to our
customers.
The effects of the pandemic have resulted, and could in the future continue to result, in lower revenues in
certain of our product categories.
These and other impacts of the COVID-19 pandemic, or other pandemics or epidemics, 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, capital resources, operations and business and those of the third parties on which
we rely, and such impact could be material.
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
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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”).
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.
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.
In addition, 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. 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 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. During the fourth quarter of the
year ended December 31, 2019, operations at the Smyrna facility were suspended by state and local officials due to
issues associated with the facility's use of ethylene oxide in its sterilization operations, but have since reopened. In
December 2020, the New Mexico Attorney General initiated legal proceedings involving the Santa Teresa facility,
alleging that its operations have resulted in impermissible ethylene oxide emissions. While both plants are currently
operating normally, should their operations be suspended or adversely affected, our ability to provide affected
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products to our customers could be impaired if we are unable to utilize alternate facilities and sources for
sterilization services.
In addition, on October 10, 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. Among
other things, the attorneys general stated that the current EPA standard for ethylene oxide fails to adequately
protect workers and communities, and that the use of ethylene oxide, particularly in the medical device sterilization
industry, must be reduced. On December 12, 2019, the EPA issued an Advance Notice of Proposed Rulemaking to
solicit information and request comments that will aid in the EPA’s future revisions of the regulations concerning
ethylene oxide omissions. Subsequently, on September 13, 2021, the EPA issued an information collection request
to commercial sterilization facilities to gather additional information and data about ethylene oxide sterilization
processes and emissions. The EPA has indicated it expects to issue proposed regulations for commercial sterilizers
in the near term. Any additional regulatory restrictions on the emission of ethylene oxide by sterilization facilities
might 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.
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.
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Volatility in domestic and global financial markets 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. 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.
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 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, 2022, we accrued $44.0 million of contingent consideration related
to completed business combinations, most of which related to Standard Bariatrics. 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
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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.
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:
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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 the Affordable Care Act or 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 were proposed, but not adopted in 2017.
However, 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. Moreover, on December 14, 2018, the U.S. District Court for the Northern District of Texas ruled
that the individual mandate provision of the Affordable Care Act is unconstitutional and the remainder of the act is
invalid, although the Court stayed its ruling pending appeal. 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, 2022, approximately 75% of our full-time employees were
employed in countries outside of the U.S., and approximately 55% of our net property, plant and equipment was
located outside the U.S. In addition, for the years ended December 31, 2022, 2021 and 2020, 36%, 37% and 38%,
respectively, of our net revenues (based on the Teleflex entity generating the sale) were derived from operations
outside the U.S.
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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;
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;
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the impact of the United Kingdom's departure from the European Union, commonly referred to as "Brexit";
public health epidemics;
difficulties in the protection of intellectual property; and
unsettled political and economic conditions and possible terrorist attacks against American interests.
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, 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 2022, 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.
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.
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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 and changes in tax
laws. 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
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, 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:
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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.
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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
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, 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
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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:
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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
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. 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, 2022, 9% 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.
Risks Relating to our Financing Arrangements
Our substantial indebtedness could adversely affect our business, financial condition or results of
operations.
As of December 31, 2022, we had total consolidated indebtedness of $1.7 billion.
25
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.
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.
In 2018 and 2019, we 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
26
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, 2022, we had outstanding approximately 46.9 million shares of our common
stock, options to purchase 1.2 million shares of our common stock (of which approximately 1.0 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 62,927 shares of our common stock
(which may vest in early 2023, depending on our performance with regard to specified financial measures and
market performance of our common stock compared to designated public companies) and 123 shares of our
common stock to be distributed from our deferred compensation plan. As of December 31, 2022, 2.8 million shares
of our common stock were reserved for issuance upon the exercise of stock options. 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
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
27
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 2.
PROPERTIES
We own or lease approximately 90 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.
Our major facilities (those with 50,000 or greater square feet) at December 31, 2022 are as follows:
Location
Olive Branch, MS
Kamunting, Malaysia
Nuevo Laredo, Mexico
Tecate, Mexico
Chihuahua, Mexico
Maple Grove, MN
Morrisville, NC
Primary use
Distribution warehouse
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Office administration
Zdar Nad Sazauou, Czech Republic
Manufacturing
Trenton, GA
Chihuahua, Mexico
Hradec Kralove, Czech Republic
Chelmsford, MA
Kulim, Malaysia
Kernen, Germany
Jaffrey, NH
Kamunting, Malaysia
Pleasanton, CA
Chihuahua, Mexico
Reading, PA
Limerick, Ireland
Wayne, PA
Mansfield, MA
Plymouth, MN
Bad Liebenzell, Germany
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Engineering and research
Manufacturing
Office administration
Manufacturing
Manufacturing
Manufacturing
Square Footage
Owned or Leased
627,000
286,000
277,000
172,000
153,000
129,000
121,000
108,000
102,000
100,000
92,000
91,000
90,000
86,000
81,000
77,000
76,000
63,000
63,000
59,000
58,000
57,000
55,000
53,000
Leased
Owned
Leased
Owned
Owned
Owned
Leased
Owned
Owned
Leased
Owned
Leased
Owned
Leased
Owned
Leased
Leased
Owned
Leased
Owned
Leased
Leased
Leased
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 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 700,000 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, contracts, employment and
environmental matters. As of December 31, 2022 and 2021, we accrued liabilities of $0.5 million and $0.2 million
respectively, in connection with these matters, representing our best estimate of the cost within the range of
28
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.
29
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 21,
2023, we had 367 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, 2017 and that all dividends were reinvested.
MARKET PERFORMANCE
Company / Index
Teleflex Incorporated
S&P 500 Index
S&P 500 Healthcare Equipment & Supply Index
2017
100.00
100.00
100.00
2018
104.45
95.62
114.24
2019
152.76
125.72
148.06
2020
167.66
148.85
175.90
2021
134.31
191.58
210.90
2022
102.59
156.88
166.35
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
30
DollarsComparison of Cumulative Five Year Total ReturnTeleflex IncorporatedS&P 500 IndexS&P 500 Healthcare Equipment & Supply Index20172018201920202021202275100125150175200225
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 95% 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, particularly in Asia, 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.
Acquisitions
On June 13, 2022, we acquired a privately-owned catheter company for an initial cash payment of $22.8 million.
Under the terms of the acquisition agreement, we may become obligated to make additional cash payments of up to
$26.2 million if certain commercial and revenue goals are met. The acquisition, which complements our
interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual
property.
On September 27, 2022, we completed the acquisition of Standard Bariatrics, Inc., a privately-held medical
device company that commercialized a powered stapling technology for bariatric surgery that complements our
surgical product portfolio. The fair value of consideration transferred was $211.8 million, which included cash
payments of $173.0 million and $38.8 million in estimated fair value of contingent consideration. The contingent
consideration liability represents the estimated fair value of our obligations, under the acquisition agreement, to
make three milestone payments up to $130 million, in aggregate, if certain commercial milestones are met. The
acquisition was financed using borrowings under our revolving credit facility and cash on hand. See Note 4 to the
consolidated financial statements included in this report for additional information.
Divestiture
On May 15, 2021, we entered into a definitive agreement to sell certain product lines within our global
respiratory product portfolio to Medline for consideration of $286.0 million, reduced by $12 million in working capital
not transferring to Medline (the "Respiratory business divestiture"). In connection with the Respiratory business
divestiture, we also entered into several ancillary agreements with Medline to help facilitate the transfer of the
business, which provide for transition support, quality, supply and manufacturing services, including a manufacturing
and supply transition agreement (the "MSTA").
On June 28, 2021, we completed the initial phase of the Respiratory business divestiture, pursuant to which we
received cash proceeds of $259 million. The second phase of the Respiratory business divestiture will occur once
we transfer certain additional manufacturing assets to Medline. Our receipt of $15.0 million in additional cash
proceeds is contingent upon the transfer of these manufacturing assets and is expected to occur prior to the end of
2023. We plan to recognize the contingent consideration, and any gain on sale resulting from the second phase of
the divestiture, when it becomes realizable.
Economic factors impacting our business
The residual effects from the COVID-19 pandemic continue to impact global economic conditions, which have
affected our financial results and global operations, as well as our contractors, suppliers, customers and other
business partners. Consequently, we have experienced increased levels of overall cost inflation and challenges
within our supply chain. Constraints on the supply of specific raw materials used to manufacture our products have
and continue to impact delivery times and have resulted in an increased level of backorders. Moreover, pandemic
related measures, as well as staffing shortages at healthcare facilities stemming from the pandemic, have and
31
continue to result in varying levels of reduced demand within certain of our segments and product lines due to lower
elective procedure volumes compared to pre-pandemic levels.
We continue to monitor the macro-economic impacts stemming from the COVID-19 pandemic, as well as
ongoing geopolitical conflicts, that have contributed to material and services inflation and exchange rate volatility, as
well as trade and tariff activity.
We believe that the impacts stemming from the factors discussed above will continue to affect our business,
and consequentially our financial position, results of operations and liquidity, particularly in the near term, and that
such impact would be most significant if COVID-19 becomes more prevalent or geopolitical conflicts escalate. As a
result of the dynamic nature of each of these factors, we cannot accurately predict the extent or duration of the
impacts on our business.
Results of Operations
As used in this discussion, "new products" are products for which commercial sales have commenced within the
past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months
ago. Discussion of results of operations items that reference the effect of one or more acquired 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 2021 and 2020, refer to our Annual Report on Form
10-K for the fiscal year ended December 31, 2021 filed on March 1, 2022.
Comparison of 2022 and 2021
Revenues
Net Revenues
2022
2,791.0 $
2021
2,809.6
$
Net revenues for the year ended December 31, 2022 decreased by $18.6 million, or 0.7%, compared to the
prior year, primarily due to a $124.5 million decrease in sales volumes of existing products, $97.0 million of
unfavorable fluctuations in foreign currency exchange rates and, to a lesser extent, a net decrease in sales volumes
attributed to the Respiratory business divestiture. The decreases in revenue were partially offset by a $184.9 million
increase in sales of new products and price increases.
Gross profit
Gross profit
Percentage of revenues
2022
$ 1,531.1
2021
$ 1,549.6
54.9 %
55.2 %
For the year ended December 31, 2022, gross margin decreased 30 basis points, or 0.5%, compared to the
prior year period primarily due to continued cost inflation from macro-economic factors, specifically, logistics and
distribution, raw materials and labor costs, partially offset by price increases and favorable fluctuations in foreign
currency exchange rates.
Selling, general and administrative
Selling, general and administrative
Percentage of revenues
2022
863.7
2021
860.1
$
$
30.9 %
30.6 %
Selling, general and administrative expenses increased $3.6 million for the year ended December 31, 2022,
compared to the prior year. The increase was primarily attributable to higher sales and marketing expenses across
certain of our product portfolios, higher IT related costs, including support services, and operating expenses
incurred by acquired businesses, primarily Standard Bariatrics. The increases in selling, general and administrative
costs were partially offset by favorable fluctuations in foreign currency exchange rates.
32
Research and development
Research and development
Percentage of revenues
2022
153.8
2021
130.8
$
$
5.5 %
4.7 %
Research and development expenses increased $23.0 million for the year ended December 31, 2022,
compared to the prior year, which was primarily attributable to European Union Medical Device Regulation ("EU
MDR") related costs and higher project spend within certain of our product portfolios.
Restructuring and impairment charges
2022 Restructuring plan
On November 15, 2022, we initiated a strategic restructuring plan designed to improve operating performance
and position the organization to deliver long-term durable growth by creating efficiencies that align with our high
growth strategic objectives (the “2022 restructuring plan”). The plan primarily involves the relocation of certain
manufacturing operations to existing lower-cost locations in addition to the streamlining of various business
functions across the organization and related workforce reductions. These actions are expected to be substantially
completed during 2023.
We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection
with the 2022 restructuring plan of $39 million to $48 million. We estimate that $26 million to $32 million of these
charges will result in cash outlays, most of which are expected to be made in 2023. Additionally, we expect to incur
approximately $2 million in aggregate capital expenditures under the plan, most of which is expected to be incurred
during 2023.
We currently expect to begin realizing plan-related savings in 2023 and expect to achieve annual pre-tax
savings of $21 million to $23 million once the plan is fully implemented.
Respiratory divestiture plan
In 2021, in connection with the Respiratory business divestiture, we committed to a restructuring plan designed
to separate the manufacturing operations that will be transferred to Medline from those that will remain with Teleflex,
which includes related workforce reductions (the “Respiratory divestiture plan”). The plan includes expanding certain
of our existing locations to accommodate the transfer of capacity from the sites that will be transferred to Medline
and replicating the manufacturing processes at alternate existing locations. We expect this plan will be substantially
completed by the end of 2023.
We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection
with the Respiratory divestiture plan of $24 million to $30 million and substantially all of these charges will result in
cash outlays. Additionally, we expect to incur $22 million to $28 million in aggregate capital expenditures under the
plan.
2019 Footprint realignment plan
In February 2019, we initiated a restructuring plan primarily involving the relocation of certain manufacturing
operations to existing lower-cost locations and related workforce reductions (the “2019 Footprint realignment plan").
The plan is substantially complete and as a result, we expect future restructuring expenses associated with the
plan, if any, to be immaterial.
2018 Footprint realignment plan
In May 2018, we initiated a restructuring plan involving the relocation of certain European manufacturing
operations to existing lower-cost locations, the outsourcing of certain European distribution operations and related
workforce reductions (the "2018 Footprint realignment plan"). The plan is substantially complete and as a result, we
expect future restructuring expenses associated with the plan, if any, to be immaterial.
2014 Footprint realignment plan
In April 2014, we initiated a restructuring plan involving the consolidation of operations and a related reduction in
workforce at certain facilities, and the relocation of manufacturing operations from certain higher-cost locations to
33
existing lower-cost locations (the "2014 Footprint realignment plan"). The plan is substantially complete and as a
result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.
The following table provides information regarding restructuring charges we have incurred with respect to each
of our restructuring programs, as well as impairment charges, for the years ended December 31, 2022, 2021, and
2020. The restructuring charges listed in the table primarily consist of termination benefits.
2022 Restructuring plan
Respiratory divestiture plan
2021 Restructuring plan
2019 Footprint realignment plan
2018 Footprint realignment plan
Other restructuring programs
Impairment charges (1)
Total
2022
2021
$
15.5 $
0.6
—
(1.0)
2.1
1.6
1.5
—
2.7
7.4
0.3
2.5
2.1
6.7
$
20.3 $
21.7
(1) For the year ended December 31, 2022, we recorded impairment charges of $1.5 million related to our decision to abandon certain
assets. For the year ended December 31, 2021, we recorded impairment charges of $6.7 million related to our decision to abandon
intellectual property and other assets primarily associated with our respiratory product portfolio that was not transferred to Medline as
part of the Respiratory business divestiture.
Interest expense
Interest expense
Average interest rate on debt during the year
2022
2021
$
54.3
$
57.0
2.8 %
2.2 %
The decrease in interest expense for the year ended December 31, 2022 compared to the prior year was
primarily due to a decrease in average debt outstanding, partially offset by a higher average interest rate resulting
from increases in interest rates associated with our variable interest rate debt instruments.
Gain on sale of assets and business
Gain on sale of assets and business
2022
2021
$
6.5 $
91.2
During the year ended December 31, 2022, we recognized a gain related to a sale of a building. During the year
ended December 31, 2021, we recognized a gain related to the Respiratory business divestiture.
Loss on extinguishment of debt
Loss on extinguishment of debt
2022
2021
$
0.5 $
13.0
During the year ended December 31, 2022 we recognized a $0.5 million loss on extinguishment of debt due to
the write off of unamortized deferring financing costs related to the amendment of our senior credit facility. During
the year ended December 31, 2021, we prepaid the $400 million aggregate outstanding principal amount under our
4.875% Senior Notes due 2026 (the "2026 Notes"). In addition to the prepayment of principal, we paid to the holders
of the 2026 Notes a $9.8 million prepayment make-whole amount plus accrued and unpaid interest. We recorded
the prepayment make-whole amount and a $3.2 million write-off of unamortized debt issuance costs as a loss on
extinguishment of debt.
Taxes on income from continuing operations
Effective income tax rate
2022
2021
18.6 %
13.3 %
The effective income tax rate for 2022 reflects tax expense resulting from a deferred charge relating to the 2022
Restructuring Plan and tax expense resulting from a U.S. law effective in 2022 requiring capitalization of certain
research and development expenditures. The effective income tax rate for 2021 reflects tax expense associated
with the Respiratory business divestiture. Additionally, the effective tax rates for both 2022 and 2021 reflect a net
34
excess tax benefit related to share-based compensation and a tax benefit from research and development tax
credits.
On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which, among other things,
implemented a 15% minimum tax on book income of certain large corporations. We continue to evaluate the impact
the law will have on consolidated results of operations, but it is not expected to have a material effect on our
consolidated financial statements.
In December 2022, the EU adopted a directive that requires each EU Member State to enact national legislation
establishing a 15% global minimum tax that is required to become effective in 2024. Although specific provisions of
the proposed future laws of the individual Member States are not fully known at this time, we anticipate that
potential enactments of these laws by the Member States could impact our tax obligations in future periods.
Segment Results
Segment Net Revenues
Americas
EMEA
Asia
OEM
Segment Net Revenues
Segment Operating Profit
Americas
EMEA
Asia
OEM
Year Ended December 31
% Increase/(Decrease)
2022
1,653.7 $
558.4
306.3
272.6
2,791.0 $
2021
1,659.3
606.8
297.8
245.7
2,809.6
$
$
2022 vs 2021
(0.3)
(8.0)
2.9
11.0
(0.7)
Year Ended December 31,
% Increase/(Decrease)
2022
2021
2022 vs 2021
$
452.0 $
42.5
82.8
65.4
424.2
94.9
84.6
56.2
659.9
6.6
(55.2)
(2.2)
16.3
(2.6)
Segment Operating Profit (1)
$
642.7 $
(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.
Americas
Americas net revenues for the year ended December 31, 2022 decreased $5.6 million, or 0.3%, compared to
the prior year, which was primarily attributable to a $192.9 million decrease in sales volume of existing products
and, to a lesser extent, a net decrease in sales volumes attributed to the Respiratory business divestiture. The
decreases in revenue were partially offset by a $175.1 million increase in sales of new products and price
increases.
Americas operating profit for the year ended December 31, 2022 increased $27.8 million, or 6.6%, compared to
the prior year, which was primarily attributable to lower performance related employee-benefit expenses, a decrease
in contingent consideration expense and lower general and administrative expenses. The increases in operating
profit were partially offset by higher sales and marketing expenses across certain of our product portfolios.
EMEA
EMEA net revenues for the year ended December 31, 2022 decreased $48.4 million, or 8.0%, compared to the
prior year, which was primarily attributable to $63.9 million of unfavorable fluctuations in foreign currency exchange
rates, partially offset by an increase in sales volumes of existing products.
EMEA operating profit for the year ended December 31, 2022 decreased $52.4 million, or 55.2%, compared to
the prior year, which was primarily attributable to unfavorable fluctuations in foreign currency exchange rates and an
increase in EU MDR costs within research and development.
35
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, which appeals remain pending. As of December 31, 2022, our reserve for this matter is $10.9
million, $2.6 million of which was recorded as a reduction of revenue for 2022. If the payback was to ultimately be
enforced in its existing form, we estimate that we would be required to remit payments in excess of our current
reserve of up to $23 million.
Asia
Asia net revenues for the year ended December 31, 2022 increased $8.5 million, or 2.9%, compared to the prior
year, which was primarily attributable to a $30.1 million increase in sales volumes of existing products, partially
offset by $23.7 million of unfavorable fluctuations in foreign currency exchange rates.
Asia operating profit for the year ended December 31, 2022 decreased $1.8 million, or 2.2%, compared to the
prior year, which was primarily attributable to unfavorable fluctuations in foreign currency exchange rates and a
benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by
Chinese authorities, which is described in Note 17 to the consolidated financial statements included in this Annual
Report on Form 10-K, partially offset by an increase in gross profit resulting from higher sales.
OEM
OEM net revenues for the year ended December 31, 2022 increased $26.9 million, or 11.0% compared to the
prior year which was primarily attributable to a $21.7 million increase in sales volumes of existing products and price
increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.
OEM operating profit for the year ended December 31, 2022 increased $9.2 million, or 16.3%, compared to the
prior year, which was primarily attributable to an increase in gross profit resulting from higher sales volume, partially
offset by an increase in general and administrative expenses.
Liquidity and Capital Resources
We 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 7.9 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, which will be paid annually over the next three years. 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.
36
Of our $292.0 million of cash and cash equivalents at December 31, 2022, $256.9 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.
We have entered into cross-currency swap agreements with different financial institution counterparties to
hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency
swap agreements, we notionally exchanged in the aggregate $750 million for €653.1 million. The swap agreements,
which begin to expire in October 2023, 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 dates, between the U.S. dollar
equivalent of the €653.1 million notional amount and the $750 million notional amount. If, at the expiration or earlier
termination of the swap agreements, the U.S. dollar to euro exchange rate has increased or declined by 10% from
the rate in effect at the inception of these agreements, we would receive from or be required to pay to the
counterparties an aggregate of approximately $75.0 million in respect of the notional settlement. As of December
31, 2022, we had $48.5 million in current assets and $11.9 million in non-current assets related to the fair value of
our cross-currency swap agreements. The 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 different counterparties, all of which are large, well-established financial institutions.
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.
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
Guarantor Subsidiaries (collectively, the “Obligor Group”) as of and for the year ended December 31, 2022 as
follows:
Net revenue
Cost of goods sold
Gross profit
Income from continuing operations
Net income
Total current assets
Total assets
Total current liabilities
Total liabilities
Year Ended December 31, 2022
Obligor Group
Intercompany
Obligor Group
(excluding
intercompany)
$
1,983.0 $
1,208.6
774.4
292.7
292.4
196.5 $
323.3
(126.8)
125.4
125.4
1,786.5
885.3
901.2
167.3
167.0
December 31, 2022
Obligor Group
Intercompany
Obligor Group
(excluding
intercompany)
$
878.3 $
110.5 $
3,420.3
882.9
3,168.0
1,510.9
627.9
712.3
767.8
1,909.4
255.0
2,455.7
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, 2022 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
37
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:
Cash flows from continuing operations provided by (used in):
Operating activities
Investing activities
Financing activities
Cash flows provided by (used in) discontinued operations
Effect of exchange rate changes on cash and cash equivalents
(Decrease) increase in cash and cash equivalents
Cash Flow from Operating Activities
Year Ended December 31,
2022
2021
$
$
342.8 $
(259.4)
(217.5)
0.8
(19.8)
(153.1) $
652.1
156.7
(715.8)
(0.7)
(23.1)
69.2
Net cash provided by operating activities from continuing operations was $342.8 million during 2022, and
$652.1 million during 2021. The $309.3 million decrease was primarily attributable to less favorable operating
results and unfavorable changes in working capital. The unfavorable change in working capital was primarily
attributable to a decrease in income taxes due to higher tax payments, a decrease in accounts payable and accrued
expenses, primarily due to higher payroll and benefit related payments, and an increase in inventories due to
purchases to maintain customer service levels during a period of elevated global supply chain volatility.
Cash Flow from Investing Activities
Net cash used in investing activities from continuing operations was $259.4 million during 2022, primarily
consisted of $198.4 million in net payments for businesses and intangibles acquired and $79.2 million of capital
expenditures.
Cash Flow from Financing Activities
Net cash used in financing activities from continuing operations was $217.5 million during 2022, which primarily
consisted of a net reduction in borrowings of $140.3 million resulting from payments made against our senior credit
facility and $63.8 million in dividend payments.
For a discussion of our cash flow comparison for 2021 and 2020, refer to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021 filed on March 1, 2022.
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.
38
Net cash provided by operating activities from continuing operations
Less: Capital expenditures
Free cash flow
Financing Arrangements
The following table provides our net debt to total capital ratio:
Net debt includes:
Current borrowings
Long-term borrowings
Unamortized debt issuance costs
Total debt
Less: Cash and cash equivalents
Net debt
Total capital includes:
Net debt
Shareholders’ equity
Total capital
Percent of net debt to total capital
2022
2021
$
$
342.8 $
79.2
263.6 $
652.1
71.6
580.5
2022
2021
$
87.5
$
110.0
1,624.0
11.8
1,723.3
292.0
1,431.3
1,431.3
4,022.0
1,740.1
13.4
1,863.5
445.1
1,418.4
1,418.4
3,754.7
$ 5,453.3
$ 5,173.1
26.2 %
27.4 %
Fixed rate debt comprised 58.0% and 53.7% of total debt at December 31, 2022 and 2021, respectively. The
increase in fixed rate borrowings as a percentage of total borrowings as of December 31, 2022 compared to the
prior year was due to payments made on our senior credit facility.
Senior credit facility
On November 4, 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 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, 2022, we had $148.3 million in borrowings outstanding and $0.9 million in outstanding standby
letters of credit under our $1.0 billion revolving credit facility.
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,
39
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, 2022, we were in compliance with the
covenants in the Credit Agreement.
2027 and 2028 Senior Notes
As of December 31, 2022, 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, 2022, 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, 2022
and 2021, 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, 2022, 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
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 $47.1 million and $42.7 million at December 31, 2022 and 2021, 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
40
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.
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.
As the fair values of our reporting units are more likely than not greater than the carrying values, no impairment was
recorded as a result of the annual goodwill impairment testing performed during the fourth quarter of 2022.
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
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 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 2022 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
41
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, discount rate, 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 year ended December 31,
2022. During the year ended December 31, 2021, we recorded impairment charges of $6.7 million related to our
decision to abandon intellectual property and other assets primarily associated with our respiratory product portfolio
that were not transferred to Medline as part of the Respiratory business divestiture. See "Restructuring and
impairment charges" within "Result of Operations" above as 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 Standard Bariatrics acquisition, which represented most of
our contingent consideration liabilities at December 31, 2022, 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, 2022 and 2021, we accrued $44.0 million and $9.8 million of contingent consideration,
respectively, related to completed business combinations.
42
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 $91.5 million and $143.2 million at December 31, 2022 and 2021, 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
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 Ireland. Germany and France. 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.
43
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 December 31, 2022 were determined using a base rate of the one-month
LIBOR rate plus the applicable spread.
Year of Maturity
2023
2024
2025
2026
2027
Thereafter
Total
Fixed rate debt
$
—
$
—
$
—
$
—
$
500
$
500.0
$
1,000.0
Average interest rate
— %
— %
— %
— %
4.625 %
4.250 %
4.438 %
Variable rate debt
$
87.5
$
12.5
$
25.0
$
25.0
$ 573.3
$
—
$
723.3
Average interest rate
5.206 %
5.798 %
5.798 %
5.798 %
5.798 %
— %
5.726 %
A change of 1.0% in variable interest rates would increase or decrease annual interest expense by $7.2 million
based on our outstanding debt as of December 31, 2022.
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, Czech Koruna, Canadian Dollar, and British Pound. 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, 2022, the total notional amount for the foreign currency forward exchange contracts and
cross-currency interest rates swap contracts, expressed in U.S. dollars, was $337.7 million and $750.0 million,
respectively. A sensitivity analysis of changes in fair value of these contracts outstanding as of December 31, 2022,
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/decrease the fair value of these contracts by $68.2 million, the majority of
which relates to the cross-currency interest rate swap contracts.
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.
None.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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
44
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. We acquired Standard Bariatrics on September 27, 2022. Consistent with the guidance provided by the
staff of the Securities and Exchange Commission, management has excluded Standard Bariatrics from its
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022. The net
revenues attributable to Standard Bariatrics from the date of acquisition through December 31, 2022, represent, in
the aggregate, less than 1% of our consolidated net revenues for the year then ended, and the total assets
(excluding goodwill and intangible assets) attributable to Standard Bariatrics represent, in the aggregate, less than
1% of our consolidated total assets as of December 31, 2022.
(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. In
connection with our acquisition of Standard Bariatrics, we are in the process of evaluating the acquired company's
internal controls to determine the extent to which modifications to Standard Bariatrics' internal controls would be
appropriate.
ITEM 9B. OTHER INFORMATION
On February 21, 2023, our Board of Directors (the "Board") approved an amendment and restatement of our
Bylaws to provide our stockholders with the right to call a special meeting of stockholders (the “Special Meeting
Amendment”) and to make other administrative changes primarily to reflect recent Delaware law developments (the
“Administrative Amendments”), in each case as further described below.
Special Meeting Amendment
Prior to this amendment, our Bylaws provided that only the Board could call a special meeting of stockholders.
The Special Meeting Amendment generally provides one or more stockholders who have owned continuously for at
least one year at least 20% of all outstanding shares of the Company’s common stock the right to call a special
meeting of stockholders, subject to the requirements and procedures set forth in the Special Meeting Amendment.
Administrative Amendments
The Board also approved the Administrative Amendments to the Bylaws to conform the Company’s notice
provision with the applicable Delaware statute and to incorporate a new Delaware law provision related to notices of
adjournments, including with respect to remote meetings of stockholders. In addition, the Administrative
Amendments provide that any stockholder soliciting proxies from other stockholders must use a proxy card color
other than white, which color is reserved for the exclusive use by the Board.
The foregoing description is qualified in its entirety by reference to the Third Amended and Restated Bylaws,
which are attached hereto as Exhibit 3.2 and incorporated herein by reference.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
45
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 2023 Annual Meeting, which information is incorporated herein by reference. The Proxy
Statement for our 2023 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 2023 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 2023 Annual
Meeting, which information is incorporated herein by reference.
The following table sets forth certain information as of December 31, 2022 regarding our equity plans:
Plan Category
Equity compensation plans
approved by security holders
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights (1)
(A)
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))
(B)
(C)
1,228,848
$230.58
2,843,121
(1) The number of securities in column (A) exclude 62,927 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.
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 2023 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 2023 Annual Meeting, which information is incorporated herein
by reference.
46
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
Consolidated Financial Statements:
PART IV
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 — Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 3.1.1 to the Company’s Form 8-K filed on May 5, 2022).
3.2 — Amended and Restated Bylaws of the Company.
*4.1.1 — Indenture, dated May 16, 2016, by and between the Company and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on
Form S-3 (File No 333-211276) filed on May 11, 2016).
*4.1.2 — Fourth Supplemental Indenture, dated November 20, 2017, by and among the Company, the
guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to
Exhibit 4.2 to the Company’s Form 8-K filed on November 20, 2017).
*4.1.3 — Sixth Supplemental Indenture, dated June 6, 2019, by and among Teleflex LLC, the Company and
Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1.3 to the
Company’s Form 10-K filed on March 1, 2012).
*4.1.4 — Eighth Supplemental Indenture, dated February 25, 2021, by and among Z-Medica, LLC, the
Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1.4 to
the Company’s Form 10-K filed on March 1, 2012).
4.1.5
Ninth Supplemental Indenture, dated November 7, 2022, by and among Standard Bariatrics, Inc.,
Traverse Vascular, Inc., the Company and Computershare Trust Company, N.A. (as successor to
Wells Fargo Bank, National Association).
*4.1.6 — Form of 4.625% Senior Note due 2027 (included in Exhibit 4.1.2).
*4.2.1 — Indenture, dated May 27, 2020, by and among the Company, the guarantors party thereto and
Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s
Form 8-K filed on May 27, 2020).
*4.2.2 — First Supplemental Indenture, dated February 25, 2021, by and among Z-Medica, LLC, the
Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2.2 to
the Company’s Form 10-K filed on March 1, 2012).
4.2.3 — Second Supplemental Indenture, dated November 7, 2022, by and among Standard Bariatrics, Inc.,
Traverse Vascular, Inc., the Company and Computershare Trust Company, N.A. (as successor to
Wells Fargo Bank, National Association).
*4.2.4 — Form of 4.25% Senior Note due 2028 (included in Exhibit 4.2.1).
*4.3 — Description of Company securities registered under Section 12 of the Securities Exchange Act of
1934.
^*10.1 — Teleflex Incorporated Retirement Income Plan (formerly known as the Teleflex Incorporated
Salaried Employees’ Pension Plan), as amended and restated effective January 1, 2014
(incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K filed on February 20, 2015).
^*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 — Teleflex Incorporated Deferred Compensation Plan, dated November 22, 2019 (incorporated by
reference to Exhibit 10.2.2 to the Company’s Form 10-K filed on February 21, 2020).
^*10.3.1 — Amended and Restated Teleflex 401(k) Savings Plan, effective as of January 1, 2019 (incorporated
by reference to Exhibit 10.3.1 to the Company’s Form 10-K filed on March 1, 2022).
^*10.3.2 — First Amendment to Teleflex 401(k) Savings Plan, dated April 1, 2021 (incorporated by reference to
Exhibit 10.3.2 to the Company’s Form 10-K filed on March 1, 2022).
47
Exhibit No.
Description
^10.3.3 — Second Amendment to Teleflex 401(k) Savings Plan, dated November 7, 2022.
^*10.4.1 — 2008 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive
Proxy Statement for the 2008 Annual Meeting of Stockholders filed on March 21, 2008).
^*10.4.2 — Amendment, dated March 28, 2012, to 2008 Stock Incentive Plan (incorporated by reference to
Exhibit 10.3 to the Company’s Form 10-Q filed on May 1, 2012).
^*10.4.3 — Form of Stock Option Agreement for stock options granted on or after January 1, 2013 under the
Company’s 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.5.3 to the
Company's Form 10-K filed on February 24, 2014).
^*10.5 — Teleflex Incorporated 2016 Executive Incentive Plan (incorporated by reference to Appendix A to
the Company’s definitive Proxy Statement for the 2016 Annual Meeting of Stockholders filed on
March 24, 2016).
^*10.6 — Teleflex Incorporated 2014 Stock Incentive Plan (incorporated by reference to Appendix A to the
Company's definitive Proxy Statement for the 2014 Annual Meeting of Stockholders filed on March
28, 2014).
^*10.7 — Executive Change In Control Agreement, dated March 31, 2017, between the Company and Liam
Kelly (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 4, 2017).
^*10.8 — Senior Executive Officer Severance Agreement, dated March 31, 2017, between the Company and
Liam Kelly (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 4,
2017).
^*10.9 — Senior Executive Officer Severance Agreement, dated March 26, 2013, between the Company and
Thomas E. Powell (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on
April 30, 2013).
^*10.10 — Executive Change In Control Agreement, dated March 26, 2013, between the Company and
Thomas E. Powell (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on
April 30, 2013).
^*10.11 — Senior Executive Officer Severance Agreement, dated February 17, 2016, between the Company
and Cameron P. Hicks (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K
filed on February 25, 2016).
^*10.12 — Executive Change In Control Agreement, dated February 17, 2016, between the Company and
Cameron P. Hicks (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on
February 25, 2016).
^*10.13 — Contract of Employment, dated March 24, 2020, by and between the Company and James Winters
(incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on April 30, 2020).
^*10.14 — Senior Executive Officer Severance Agreement, dated March 24, 2020, between the Company and
James Winters (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on
April 30, 2020).
^*10.15 — Executive Change In Control Agreement, dated March 24, 2020, between the Company and James
Winters (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on April 30,
2020).
^*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 — Executive Change In Control Agreement, dated January 1, 2021, between the Company and Daniel
V. Logue (incorporated by reference to Exhibit 10.24 to the Company's Form 10-K filed on February
25, 2021).
^*10.18 — Senior Executive Officer Severance Agreement, dated February 25, 2021, between the Company
and Jay White (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on April
29, 2021).
^*10.19 — Executive Change In Control Agreement, dated February 25, 2021, between the Company and Jay
White (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on April 29,
2021).
*10.20 — Third Amended and Restated Credit Agreement, dated November 4, 2022, among the Company,
JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., PNC Bank, National
Association, Wells Fargo Bank, National Association and HSBC Securities (USA) INC., as co-
syndication agents, the guarantors party thereto, the lenders party thereto and each other party
thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November
10, 2022).
48
Exhibit No.
Description
^*10.21 — Form of Performance Stock Unit Agreement under the Company’s 2014 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 28, 2018).
21 — Subsidiaries of the Company.
22 — List of subsidiary guarantors and guaranteed securities
23 — Consent of Independent Registered Public Accounting Firm.
31.1 — Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act.
31.2 — Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.
32.1 — Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act.
32.2 — Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act.
101.1 — The following materials from our Annual Report on Form 10-K for the year ended December 31,
2022, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated
Statements of Income for the years ended December 31, 2022, December 31, 2021 and
December 31, 2020; (ii) the Consolidated Statements of Comprehensive Income for the years
ended December 31, 2022, December 31, 2021 and December 31, 2020; (iii) the Consolidated
Balance Sheets as of December 31, 2022 and December 31, 2021; (iv) the Consolidated
Statements of Cash Flows for the years ended December 31, 2022, December 31, 2021 and
December 31, 2020; (v) the Consolidated Statements of Changes in Equity for the years ended
December 31, 2022, December 31, 2021 and December 31, 2020; 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,
2022, 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.
49
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.
SIGNATURES
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
Liam J. Kelly
By:
/s/ Thomas E. Powell
Thomas E. Powell
Chairman, President, Chief Executive Officer
and Director
(Principal Executive Officer)
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
By:
/s/ John R. Deren
John R. Deren
Corporate Vice President and Chief Accounting
Officer
(Principal Accounting Officer)
By:
By:
By:
By:
/s/ George Babich, Jr.
George Babich, Jr.
Director
/s/ Candace H. Duncan
Candace H. Duncan
Director
/s/ Gretchen R. Haggerty
Gretchen R. Haggerty
Director
/s/ John C. Heinmiller
John C. Heinmiller
Director
Dated: February 23, 2023
/s/ Dr. Stephen K. Klasko
Dr. Stephen K. Klasko
Director
/s/ Andrew A. Krakauer
Andrew A. Krakauer
Director
/s/ Neena M. Patil
Neena M. Patil
Director
/s/ Stuart A. Randle
Stuart A. Randle
Director
By:
By:
By:
By:
50
TELEFLEX INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management's Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and
2020
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Changes in Shareholders' Equity as of and for the years ended
December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULE
Schedule II Valuation and qualifying accounts as of and for the years ended December 31, 2022, 2021
and 2020
Page
F-2
F-3
F-6
F-7
F-8
F-9
F-10
F-11
Page
43
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, 2022. 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, 2022, the Company’s internal control over financial reporting
was effective.
The Company acquired Standard Bariatrics on September 27, 2022. Management has excluded Standard
Bariatrics from its assessment of internal control over financial reporting as of December 31, 2022. The net
revenues attributable to Standard Bariatrics from their respective dates of acquisition through December 31, 2022,
represent, in the aggregate, less than 1% of our consolidated net revenues for the year then ended and total assets
(excluding goodwill and intangible assets) attributable to Standard Bariatrics represent, in the aggregate, less than
1% of our consolidated total assets as of December 31, 2022.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report
which appears herein.
/s/ Liam J. Kelly
Liam J. Kelly
/s/ Thomas E. Powell
Thomas E. Powell
Chairman, President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
February 23, 2023
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, 2022, 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, 2022 and 2021, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2022 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, 2022, 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.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded
Standard Bariatrics from its assessment of internal control over financial reporting as of December 31, 2022
because it was acquired by the Company in a purchase business combination during 2022. We have also excluded
Standard Bariatrics from our audit of internal control over financial reporting. Standard Bariatrics is a wholly-owned
subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal
control over financial reporting represent less than 1% of the related consolidated financial statement amounts as of
and for the year ended December 31, 2022.
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
F-3
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.
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.
Acquisition of Standard Bariatrics, Inc. - Valuation of Intellectual Property Intangible Assets and Contingent
Consideration
As described in Notes 4 and 12 to the consolidated financial statements, the Company completed the acquisition of
Standard Bariatrics, Inc. (“Standard Bariatrics”) on September 27, 2022. The fair value of consideration transferred
was $211.8 million, which included cash payments of $173.0 million and $38.8 million in estimated fair value of
contingent consideration. The fair value of the contingent consideration was estimated using a Monte Carlo
valuation approach. Inputs and assumptions used in determining the fair value of contingent consideration liabilities
include revenue growth rates (based on internal operational budgets and long-range strategic plans), revenue
volatility, discount rates, probability of payment and projected payment dates. Identifiable intangible assets acquired
included $128.3 million of intellectual property intangible assets. As disclosed by management, intangible assets
acquired in a business combination are measured at 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, discount rate, attrition rate, and EBITDA margin.
The principal considerations for our determination that performing procedures relating to the valuation of intellectual
property intangible assets and contingent consideration related to the acquisition of Standard Bariatrics is a critical
audit matter are (i) the significant judgment by management when developing the fair value estimates of the
intellectual property intangible assets and contingent consideration; (ii) a high degree of auditor judgment,
subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to
revenue growth rates, discount rate, and EBITDA margin for the intellectual property intangible assets and revenue
growth rates, revenue volatility, discount rate, probability of payment and projected payment dates for the contingent
consideration; 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 of the effectiveness of
controls relating to the acquisition accounting, including controls over management’s valuation of the intellectual
property intangible assets and contingent consideration related to the acquisition. These procedures also included,
among others (i) reading the purchase agreement and (ii) testing management’s process for developing the fair
value estimates of the intellectual property intangible assets and contingent consideration. Testing management’s
process included evaluating the appropriateness of the valuation methods, testing the completeness and accuracy
of data used in the valuation methods, and evaluating the reasonableness of the aforementioned significant
assumptions. Evaluating management’s significant assumptions related to the revenue growth rates, revenue
volatility and EBITDA margins involved considering the current and past performance of the Standard Bariatrics
business, the consistency with economic and industry data, and whether these assumptions were consistent with
evidence obtained in other areas of the audit. Evaluating management’s significant assumption related to projected
F-4
payment dates involved evaluating whether the assumption used was reasonable considering the terms of the
purchase agreement. Professionals with specialized skill and knowledge were used to assist in evaluating the
appropriateness of the valuation methods and the reasonableness of the discount rate for the intellectual property
intangible assets and the revenue volatility, probability of payment and discount rate for the contingent
consideration.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 23, 2023
We have served as the Company’s auditor since 1962.
F-5
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
Net revenues
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Research and development expenses
Restructuring and 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 income (loss) from discontinued operations
Taxes (benefit) on operating loss from discontinued operations
Income (loss) from discontinued operations
Net income
Earnings per share:
Basic:
Income from continuing operations
Income (loss) from discontinued operations
Net income
Diluted:
Income from continuing operations
Income (loss) from discontinued operations
Net income
Weighted average shares outstanding:
Basic
Diluted
Year Ended December 31,
2022
2021
2020
(Dollars and shares in thousands, except
per share)
$ 2,791,041 $ 2,809,563 $ 2,537,156
1,212,282
1,259,961
1,259,954
1,324,874
1,549,602
1,531,087
743,568
860,085
863,748
119,747
130,841
153,819
38,491
21,738
20,299
—
(91,157)
(6,504)
499,725
54,264
423,068
66,494
(1,158)
—
357,732
21,931
335,801
(621)
(144)
(477)
$ 363,139 $ 485,374 $ 335,324
628,095
56,969
(1,328)
12,986
559,468
74,349
485,119
331
76
255
(912)
454
445,919
83,003
362,916
260
37
223
$
$
$
$
7.74 $
—
7.74 $
7.67 $
0.01
7.68 $
10.37 $
0.01
10.38 $
10.23 $
—
10.23 $
7.22
(0.01)
7.21
7.10
(0.01)
7.09
46,898
47,309
46,774
47,427
46,488
47,287
The accompanying notes are an integral part of the consolidated financial statements.
F-6
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income
Other comprehensive income, net of tax:
Foreign currency:
Foreign currency translation adjustments, net of tax of
$(6,634), $(5,563) and $6,442, respectively
Foreign currency translation, net of tax
Pension and other postretirement benefits plans:
Prior service cost recognized in net periodic cost, net of tax of
$232, $232 and $(7), respectively
Unamortized (loss) gain arising during the period, net of tax
of $850, $(1,671) and $6,101, respectively
Plan amendments, curtailments, and settlements, net of tax
of $0, $0 and $(1,067), respectively
Net loss recognized in net periodic cost, net of tax of
$(1,778), $(1,988) and $(1,694), respectively
Foreign currency translation, net of tax of $(366), $(238) and
$243, respectively
Pension and other postretirement benefits plans adjustment, net
of tax
Derivatives qualifying as hedges:
Unrealized gain (loss) on derivatives arising during the
period, net of tax $(551), $(27) and $234, respectively
Reclassification adjustment on derivatives included in net
income, net of tax of $203, $62 and $(240), respectively
Derivatives qualifying as hedges, net of tax
Other comprehensive (loss) income, net of tax
Comprehensive income
Year Ended December 31,
2022
2021
2020
(Dollars in thousands)
$ 363,139 $ 485,374 $ 335,324
(62,904)
(63,191)
(62,904)
(63,191)
59,758
59,758
(785)
(780)
26
(3,649)
5,582
(19,966)
—
—
3,544
5,882
6,555
5,559
1,043
610
(610)
2,491
11,967
(11,447)
7,179
351
(3,331)
(3,329)
3,850
1,212
1,563
2,114
(1,217)
(56,563)
(49,661)
47,094
$ 306,576 $ 435,713 $ 382,418
The accompanying notes are an integral part of the consolidated financial statements.
F-7
TELEFLEX INCORPORATED
CONSOLIDATED BALANCE SHEETS
December 31,
2022
2021
(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, $1 par value Issued: 2022 — 47,957 shares; 2021 — 47,929
shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Less: Treasury stock, at cost
Total shareholders' equity
$
292,034 $
408,834
578,507
125,084
6,524
1,410,983
447,205
131,211
2,536,730
2,306,165
6,402
89,367
445,084
383,569
477,643
117,277
5,545
1,429,118
443,758
129,653
2,504,202
2,289,067
6,820
69,104
$ 6,928,063 $ 6,871,722
$
87,500 $
126,807
140,644
133,092
5,332
24,736
63,381
581,492
1,624,023
388,886
31,394
5,805
120,437
154,058
2,906,095
110,000
118,236
163,441
143,657
5,209
83,943
55,633
680,119
1,740,102
370,124
45,185
8,646
116,033
156,765
3,116,974
47,957
715,118
3,817,304
(403,522)
4,176,857
154,889
4,021,968
47,929
693,090
3,517,954
(346,959)
3,912,014
157,266
3,754,748
Total liabilities and shareholders' equity
$ 6,928,063 $ 6,871,722
The accompanying notes are an integral part of the consolidated financial statements.
F-8
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities of continuing operations:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations
Depreciation expense
Intangible asset amortization expense
Deferred financing costs and debt discount amortization expense
Loss on extinguishment of debt
Fair value step up of acquired inventory sold
Changes in contingent consideration
Assets impairment charges
Stock-based compensation
Gain on sale of assets and business
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 current assets
Accounts payable, accrued expenses and other liabilities
Income taxes
Cash flows from investing activities of continuing operations:
Net cash provided by operating activities from 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
Cash flows from financing activities of continuing operations:
Net cash (used in) provided by investing activities from continuing operations
Year Ended December 31,
2022
2021
2020
(Dollars in thousands)
$ 363,139 $ 485,374 $ 335,324
(223)
66,502
164,088
4,053
454
—
2,350
1,497
27,224
(6,504)
(13,008)
(3,016)
(20,880)
(2,906)
(38,459)
(110,686)
13,420
(24,786)
(79,453)
342,806
(79,190)
(198,429)
12,434
20,775
7,300
(22,300)
(259,410)
(255)
71,758
165,604
4,493
12,986
3,993
8,475
6,739
22,937
(91,157)
(110,239)
(230)
(19,296)
(36,388)
(600)
(11,138)
(28,410)
94,020
73,473
652,139
(71,618)
(4,590)
224,909
19,154
7,300
(18,418)
156,737
477
68,567
158,685
4,430
—
1,707
(38,164)
21,388
20,739
—
(32,675)
(79,801)
(19,178)
(26,636)
44,748
(5,497)
(4,323)
646
(13,294)
437,143
(90,694)
(767,830)
1,400
19,341
—
—
(837,783)
Proceeds from new borrowings
Reduction in borrowings
Debt extinguishment, issuance and amendment fees
Net proceeds from share based compensation plans and the related tax impacts
Payments for contingent consideration
Dividends paid
Proceeds from sale of treasury stock
Net cash (used in) provided by financing activities from continuing operations
744,250
(884,500)
(5,200)
(4,308)
(3,959)
(63,789)
—
(217,506)
400,000
(1,034,500)
(9,774)
12,451
(31,448)
(63,648)
11,097
(715,822)
1,513,807
(938,807)
(8,440)
18,994
(67,170)
(63,221)
—
455,163
Cash flows from discontinued operations:
Net cash used in operating activities
Net cash provided by investing activities
Net cash provided by (used in) discontinued operations
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
(665)
1,469
804
(19,744)
(153,050)
445,084
(737)
—
(737)
21,011
74,797
301,083
$ 292,034 $ 445,084 $ 375,880
(720)
—
(720)
(23,130)
69,204
375,880
The accompanying notes are an integral part of the consolidated financial statements.
F-9
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Common Stock
Shares
Dollars
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other Comprehensive
Loss (income)
Treasury Stock
Shares
Dollars
Total
Shareholders'
Equity
(Dollars and shares in thousands, except per share amounts)
Balance at December 31, 2019
47,536 $ 47,536 $ 616,980 $ 2,824,916 $
(344,392)
1,182 $ (165,720) $ 2,979,320
Cumulative effect adjustment
resulting from the adoption of new
accounting standards
Net income
Cash dividends ($1.36 per share)
Other comprehensive loss
Shares issued under compensation
plans
Deferred compensation
(791)
335,324
(63,221)
47,094
(44)
(6)
2,233
897
(791)
335,324
(63,221)
47,094
37,732
999
276
276
35,223
102
Balance at December 31, 2020
47,812
47,812
652,305
3,096,228
(297,298)
1,132
(162,590)
3,336,457
Net income
Cash dividends ($1.36 per share)
Other comprehensive income
Shares issued under compensation
plans
Treasury stock reissued
Deferred compensation
117
—
117
—
33,989
6,349
447
485,374
(63,648)
(49,661)
485,374
(63,648)
(49,661)
34,453
11,097
676
(31)
(28)
(4)
347
4,748
229
Balance at December 31, 2021
47,929
47,929
693,090
3,517,954
(346,959)
1,069
(157,266)
3,754,748
Net income
Cash dividends ($1.36 per share)
Other comprehensive income
Shares issued under compensation
plans
Deferred compensation
363,139
(63,789)
(56,563)
(32)
(5)
1,544
833
363,139
(63,789)
(56,563)
23,502
931
28
28
21,930
98
Balance at December 31, 2022
47,957 $ 47,957 $ 715,118 $ 3,817,304 $
(403,522)
1,032 $ (154,889) $ 4,021,968
The accompanying notes are an integral part of the consolidated financial statements.
F-10
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.
Accounts receivable: Accounts receivable represent amounts due from customers related to the sale of
products and provision of services. Our allowance for credit losses is maintained for trade accounts receivable
based on the expected collectability of accounts receivable and losses expected to be incurred over the life of our
receivables. Considerations to determine credit losses include our historical collection experience, the length of time
an account is outstanding, the financial position of the customer, information provided by credit rating services, as
well as the consideration of events or circumstances indicating historic collection rates may not be indicative of
future collectability. The allowance for credit losses as of December 31, 2022 and December 31, 2021 was
$8.6 million and $10.8 million, respectively. The current portion of the allowance for credit losses, which was
$4.9 million and $6.0 million as of December 31, 2022 and December 31, 2021, respectively, was recognized as a
reduction of accounts receivable, net.
Inventories: Inventories are valued at the lower of cost or net realizable value. The cost of our inventories is
determined using the average 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 those improvements which 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-11
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. We did not record a goodwill impairment charge for the year ended
December 31, 2022.
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 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, 5 to 20 years; customer relationships, 8 to 27 years; distribution
rights, 10 years; trade names, 10 to 30 years; non-compete agreement, 6 years. The weighted average remaining
amortization period with respect to our intangible assets is approximately 15 years. We periodically evaluate the
reasonableness of the useful lives of these assets.
Long-lived assets: We assess the remaining useful life and recoverability of long-lived assets whenever events
or changes in circumstances indicate the carrying value of an asset may not be recoverable. The assessment is
based on various analyses, including undiscounted cash flow and profitability projections that incorporate, as
applicable, the impact of the asset on the existing business. Therefore, the evaluation involves significant
management judgment. Any impairment loss, if indicated, is measured as the amount by which the carrying amount
of the asset exceeds the estimated fair value of the asset.
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.
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
F-12
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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
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.
F-13
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 segment, most revenue is
recognized over time because the OEM segment generates revenue from the sale of custom products that have no
alternative use and we have an enforceable right to payment to the extent that performance has been completed.
We market and sell products through our direct sales force and distributors to customers within the following end
markets: (1) hospitals and healthcare providers; (2) other medical device manufacturers; and (3) home care
providers, which represented 88%, 10% and 2% of our consolidated net revenues, respectively, for the year ended
December 31, 2022. Revenue is measured as the amount of consideration we expect to receive in exchange for
transferring goods. With respect to the custom products sold in the OEM segment, revenue is measured using the
units produced output method. Payment is generally due 30 days from the date of invoice.
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 the OEM segment, 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 was $17.9 million and $15.2 million as of December 31, 2022 and 2021, 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 $29.0 million and $26.4 million at December 31, 2022 and 2021, respectively. We expect
the amounts subject to the reserve as of December 31, 2022 to be paid within 90 days subsequent to period-end.
Leases: We have made an accounting policy election not to apply the lease accounting recognition provisions to
short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the
underlying asset that the lessee is reasonably certain to exercise); instead, we will recognize the lease payments for
short term leases on a straight-line basis over the lease term. We have made an accounting policy election to not
separate lease and non-lease components and instead will account for each separate lease component and the
non-lease components associated with that lease component as a single lease component.
Note 2 — Recently issued accounting standards
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 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 year ended December 31, 2022,
2021 and 2020.
Vascular access
Anesthesia
Interventional
Surgical
Interventional urology
OEM
Other (1)
Net revenues (2)
Year Ended December 31,
2022
2021
2020
$
683,612 $
700,240 $
388,890
445,018
392,917
322,832
272,624
285,148
380,140
427,500
377,756
341,661
245,681
336,585
657,703
302,293
382,435
317,200
290,022
220,246
367,257
$
2,791,041 $
2,809,563 $
2,537,156
(1) Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products). Certain
product lines within the respiratory product category were sold during 2021. See Note 4 for additional information related to the
Respiratory business divestiture.
(2) The product categories listed above are presented on a global basis, while each of our reportable segments other than the OEM
reportable segment are defined based on the geographic location of its operations; the OEM reportable segment operates globally.
Each of the geographically based reportable segments includes net revenues from each of the non-OEM product categories listed
above.
Note 4 — Acquisitions and Divestiture
On September 27, 2022, the second day of the fourth quarter, we completed the acquisition of Standard
Bariatrics, Inc. (“Standard Bariatrics”), a privately-held medical device company that commercialized a powered
stapling technology for bariatric surgery that complements our surgical product portfolio. The fair value of
consideration transferred was $211.8 million, which included cash payments of $173.0 million and $38.8 million in
estimated fair value of contingent consideration. The contingent consideration liability represents the estimated fair
value of our obligations, under the acquisition agreement, to make three milestone payments up to $130 million in
aggregate if certain commercial milestones are met. The milestone payments are based on net sales growth over
the three-year period following the closing of the transaction. The fair value of the contingent consideration was
estimated using a Monte Carlo valuation approach. See Note 12 for additional information on the fair value
measurement of the contingent consideration. The acquisition was financed using borrowings under our revolving
credit facility and cash on hand.
The following table presents the fair value of the assets acquired and liabilities assumed with respect to the
Standard Bariatrics acquisition:
Assets
Current assets
Property, plant and equipment
Intangible assets
Goodwill
Other assets
Total assets acquired
Less:
Current liabilities
Other liabilities
Liabilities assumed
Net assets acquired
F-15
(Dollars in thousands)
$
$
8,028
3,342
154,450
71,420
2,122
239,362
2,661
24,896
27,557
211,805
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The goodwill resulting from the Standard Bariatrics acquisition primarily reflects synergies currently expected to
be realized from the integration of the acquired business and is not tax deductible.
The following table sets forth the components of identifiable intangible assets acquired and the ranges of the
useful lives as of the date of the Standard Bariatrics acquisition:
Intellectual property
Trade names
Customer relationships
Standard Bariatrics
Fair value
Useful life (years)
$
128,300
22,500
3,650
15
25
11
For the year ended December 31, 2022, we incurred $1.3 million in transaction expenses associated with the
Standard Bariatrics acquisition, which are included in selling, general and administrative expenses in the
consolidated statement of income. Pro forma information for the Standard Bariatrics acquisition is not presented as
the operations of Standard Bariatrics are not deemed to be significant to our overall operations.
Asset Acquisition
On June 13, 2022, we acquired a privately-owned catheter company for an initial cash payment of $22.8 million.
Under the terms of the acquisition agreement, we may become obligated to make additional cash payments up to
$26.2 million if certain commercial and revenue goals are met. The acquisition, which complements our
interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual
property, being amortized over a useful life of 15 years.
Divestiture
On May 15, 2021, we entered into a definitive agreement to sell certain product lines within our global
respiratory product portfolio (the "Divested respiratory business") to Medline Industries, Inc. (“Medline”) for
consideration of $286.0 million, reduced by $12.0 million in working capital not transferring to Medline, which is
subject to customary post close adjustments (the "Respiratory business divestiture"). In connection with the
Respiratory business divestiture, we also entered into several ancillary agreements with Medline to help facilitate
the transfer of the business, which provide for transition support, quality, supply and manufacturing services,
including a manufacturing and supply transition agreement (the "MSTA").
On June 28, 2021, we completed the initial phase of the Respiratory business divestiture, pursuant to which we
received cash proceeds of $259.0 million. The second phase of the Respiratory business divestiture will occur once
we transfer certain additional manufacturing assets to Medline. Our receipt of $15.0 million in additional cash
proceeds is contingent upon the transfer of these manufacturing assets and is expected to occur prior to the end of
2023. We plan to recognize the contingent consideration, and any gain on sale resulting from the second phase of
the divestiture, when it becomes realizable.
Net revenues attributable to our divested respiratory business recognized prior to the Respiratory business
divestiture are included within each of our geographic segments and were $60.7 million and $138.5 million for the
years ended December 31, 2021 and 2020, respectively. Net revenues attributed to services provided to Medline in
accordance with the MSTA, which are presented within our Americas reporting segment, were $79.1 million and
$51.1 million for the years ended December 31, 2022, and 2021, respectively.
Supplemental cash flow information
Non cash investing and financing activities of continuing operations:
Acquisition of businesses
$
43,168 $
— $
—
Year Ended December 31,
2022
2021
2020
F-16
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 5 — Restructuring and impairment charges
2022 restructuring plan
On November 15, 2022, we initiated a strategic restructuring plan designed to improve operating performance
and position the organization to deliver long-term durable growth by creating efficiencies that align with our high
growth strategic objectives (the “2022 restructuring plan”). The plan primarily involves the relocation of certain
manufacturing operations to existing lower-cost locations in addition to the streamlining of various business
functions across the organization and related workforce reductions. These actions are expected to be substantially
completed during 2023.
The following table provides a summary of the cost estimates by major type of expense associated with the
2022 restructuring plan:
Plan expense estimates:
Termination benefits
Other costs (1)
Restructuring Charges
Restructuring related charges (2)
Total restructuring and restructuring related charges
Total estimated amount expected to be incurred
(Dollars in millions)
$18 million to $22 million
$1 million to $1 million
$19 million to $23 million
$20 million to $25 million
$39 million to $48 million
Includes facility closure and outplacement costs.
(1)
(2) Restructuring related charges represent costs that are directly related to the program and principally comprise costs to transfer
manufacturing operations to the existing lower-cost locations, project management costs and accelerated depreciation. The plan also
includes an $8.1 million non cash tax related charge arising from establishing a valuation allowance against a local deferred tax asset,
which is no longer expected to be utilized as a result of the transfer. Excluding this tax charge, the majority of the restructuring related
charges are expected to be recognized within cost of goods sold.
We estimate that $26 million to $32 million of the restructuring and restructuring related charges will result in
cash outlays, most of which are expected to be made in 2023. Additionally, we expect to incur approximately $2
million in aggregate capital expenditures under the plan, most of which is expected to be incurred during 2023.
For the year ended December 31, 2022, we incurred $10.1 million in restructuring related charges, which were
recognized in cost of goods sold and taxes on income from continuing operations.
Respiratory divestiture plan
During 2021 and in connection with the Respiratory business divestiture, we committed to a restructuring plan
designed to separate the manufacturing operations to be transferred to Medline from those that will remain with
Teleflex, which includes related workforce reductions (the “Respiratory divestiture plan”). The plan includes
expanding certain of our existing locations to accommodate the transfer of capacity from the sites being transferred
to Medline and replicating the manufacturing processes at alternate existing locations. We expect this plan will be
substantially completed by the end of 2023. The following table provides a summary of our cost estimates by major
type of expense associated with the Respiratory divestiture plan:
Plan expense estimates:
Restructuring charges (1)
Restructuring related charges (2)
Total restructuring and restructuring related charges
Total estimated amount expected to be incurred
(Dollars in millions)
$5 million to $8 million
$19 million to $22 million
$24 million to $30 million
(1) Substantially all of the charges consist of employee termination benefit costs.
(2) Consist of charges that are directly related to the Respiratory divestiture plan and principally constitute costs to transfer manufacturing
operations to other locations and project management costs. Substantially all of the charges are expected to be recognized within
costs of goods sold.
We expect substantially all of the restructuring and restructuring related charges will result in future cash
outlays. Additionally, we expect to incur $22 million to $28 million in aggregate capital expenditures under the plan.
For the years ended December 31, 2022 and 2021, we incurred $8.9 million and $3.3 million, respectively, in
pre-tax restructuring related charges, all of which were recognized in cost of goods sold.
F-17
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2022, we have incurred net aggregate restructuring expenses related to the Respiratory
divestiture plan of $3.3 million. Additionally, as of December 31, 2022, we have incurred net aggregate restructuring
related charges in connection with the Respiratory divestiture plan of $12.2 million, which were primarily included in
cost of goods sold.
2019 Footprint realignment plan
In February 2019, we initiated a restructuring plan primarily involving the relocation of certain manufacturing
operations to existing lower-cost locations and related workforce reductions (the “2019 Footprint realignment plan").
The plan is substantially complete and as a result, we expect future restructuring expenses associated with the
plan, if any, to be immaterial.
2018 Footprint realignment plan
In May 2018, we initiated a restructuring plan involving the relocation of certain European manufacturing
operations to existing lower-cost locations, the outsourcing of certain European distribution operations and related
workforce reductions (the "2018 Footprint realignment plan"). The plan is substantially complete and as a result, we
expect future restructuring expenses associated with the plan, if any, to be immaterial.
2014 Footprint realignment plan
In April 2014, we initiated a restructuring plan involving the consolidation of operations and a related reduction in
workforce at certain facilities, and the relocation of manufacturing operations from certain higher-cost locations to
existing lower-cost locations (the "2014 Footprint realignment plan"). The plan is substantially complete and as a
result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.
The following table summarizes the restructuring reserve activity related to our 2022 restructuring plan,
Respiratory divestiture plan as well as the 2019 and 2018 Footprint realignment plans:
2022 restructuring
plan
Respiratory
divestiture plan
2019 Footprint
realignment plan
2018 Footprint
realignment plan
Balance at December 31, 2020 (1)
$
— $
— $
8,054 $
Subsequent accruals
Cash payments
Foreign currency translation and other
Balance at December 31, 2021 (1)
Subsequent accruals
Cash payments
Foreign currency translation and other
—
—
—
—
15,523
(978)
315
2,694
(7)
(86)
2,601
578
(149)
19
253
(4,982)
(19)
3,306
(987)
(874)
—
Balance at December 31, 2022 (1)
$
14,860 $
3,049 $
1,445 $
50,081
2,476
(4,813)
(3,679)
44,065
2,076
(24,310)
(3,292)
18,539
(1) The restructuring reserves as of December 31, 2022, 2021 and 2020 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, 2022, 2021, and 2020
consisted of the following:
2022 Restructuring plan
Respiratory divestiture plan
2019 Footprint realignment plan
2018 Footprint realignment plan
Other restructuring programs (2)
Total restructuring charges
Asset impairment charges
Termination benefits
Other Costs (1)
Total
2022
$
15,465 $
504
(1,120)
1,230
1,306
17,385
—
58 $
74
133
846
306
1,417
1,497
Total restructuring and impairment charges
$
17,385 $
2,914 $
15,523
578
(987)
2,076
1,612
18,802
1,497
20,299
F-18
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Respiratory divestiture plan
2021 Restructuring plan
2019 Footprint realignment plan
2018 Footprint realignment plan
Other restructuring programs (3)
Total restructuring charges
Asset impairment charges
Termination benefits
Other Costs (1)
Total
2021
$
2,687 $
7,280
(111)
2,335
(429)
11,762
—
7 $
77
364
141
2,648
3,237
6,739
Total restructuring and impairment charges
$
11,762 $
9,976 $
Termination benefits
Other Costs (1)
Total
2020
2020 Workforce reduction plan
$
2019 Footprint realignment plan
2018 Footprint realignment plan
Other restructuring programs (4)
Total restructuring charges
Asset impairment charges
8,494 $
647
5,565
(72)
14,634
—
353 $
895
383
838
2,469
21,388
Total restructuring and impairment charges $
14,634 $
23,857 $
2,694
7,357
253
2,476
2,219
14,999
6,739
21,738
8,847
1,542
5,948
766
17,103
21,388
38,491
(1)
(2)
(3)
(4)
Includes facility closure, contract termination and other exit costs.
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 2014 Footprint realignment plan and the 2020 Workforce reduction plan, a program initiated in
the second quarter of 2020.
Includes the 2020 Workforce reduction plan and the 2014 Footprint realignment plan.
Includes activity primarily related to the 2016 and 2014 Footprint realignment plans.
Impairment Charges
For the year ended December 31, 2022, we recorded impairment charges of $1.5 million related to our decision
to abandon certain assets. For the year ended December 31, 2021, we recorded impairment charges of $6.7 million
related to our decision to abandon intellectual property and other assets primarily associated with our respiratory
product portfolio that was not transferred to Medline as part of the Respiratory business divestiture. For the year
ended December 31, 2020, we recorded impairment charges of $21.4 million related to our decision to abandon
intellectual property and other assets associated with our surgical product portfolio.
Note 6 — Inventories
Inventories at December 31, 2022 and 2021 consist of the following:
Raw materials
Work-in-process
Finished goods
Inventories
2022
2021
$
186,641 $
146,433
98,993
292,873
81,503
249,707
$
578,507 $
477,643
F-19
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 7 — Property, plant and equipment
The major classes of property, plant and equipment, at cost, at December 31, 2022 and 2021 were as follows:
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
2022
2021
$
272,578 $
285,305
462,447
192,785
76,077
475,040
191,605
49,782
1,003,887
1,001,732
(556,682)
(557,974)
$
447,205 $
443,758
Changes in the carrying amount of goodwill, by reportable operating segment, for the years ended
December 31, 2022 and 2021 were as follows:
Americas
EMEA
Asia
OEM
Total
Balance as of December 31, 2020
Goodwill
Accumulated impairment losses
Goodwill disposed
Goodwill related to acquisitions
Translation and other adjustments
Balance as of December 31, 2021
Goodwill related to acquisitions
Translation and other adjustments
Balance as of December 31, 2022
$
2,032,410 $ 536,228 $
237,446 $
(332,128)
1,700,282
—
536,228
—
237,446
(21,802)
(1,560)
(696)
1,676,224
53,970
899
(7,537)
(232)
(36,310)
492,149
7,281
(30,906)
$
1,731,093 $ 468,524 $
(6,406)
(163)
(7,058)
223,819
10,169
(8,885)
225,103 $
—
112,010
—
—
—
112,010
—
—
112,010 $ 2,918,094
(332,128)
2,585,966
(35,745)
(1,955)
(44,064)
2,504,202
71,420
(38,892)
112,010 $ 2,536,730
Intangible assets at December 31, 2022 and 2021 consisted of the following:
Customer relationships
$ 1,328,539 $ 1,328,611 $
(497,335) $
(441,059)
In-process research and development
27,075
28,158
—
—
Gross Carrying Amount
Accumulated Amortization
2022
2021
2022
2021
Intellectual property
Distribution rights
Trade names
Non-compete agreements
1,599,355
1,440,643
(646,643)
(560,740)
23,115
564,023
21,429
23,434
549,269
22,783
(21,090)
(20,630)
(71,128)
(21,175)
(59,249)
(22,153)
$ 3,563,536 $ 3,392,898 $ (1,257,371) $ (1,103,831)
As of December 31, 2022, trade names having a carrying value of $230.3 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.
F-20
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Amortization expense related to intangible assets was $164.1 million, $165.6 million, and $158.7 million for the
years ended December 31, 2022, 2021 and 2020, respectively. The estimated annual amortization expense for
each of the five succeeding years is as follows:
2023
2024
2025
2026
2027
Note 9 — Leases
$
167,100
165,000
164,100
161,300
158,100
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 one 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
$30.8 million, $32.6 million and $30.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Maturities of lease liabilities
2023
2024
2025
2026
2027
2028 and thereafter
Total lease payments
Less: interest
Present value of lease liabilities
Supplemental information
December 31, 2022
24,613
21,483
19,884
19,206
18,338
63,242
166,766
(26,872)
139,894
$
$
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.
December 31, 2022 December 31, 2021
$
$
$
$
$
$
139,894
28,308
25,202
7.9 years
4.2 %
138,163
29,199
55,290
7.9 years
3.7 %
F-21
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 10 — Borrowings
Our borrowings at December 31, 2022 and 2021 were as follows:
Senior Credit Facility:
Revolving credit facility, at a rate of 5.80% at December 31, 2022, and 1.48% at
December 31, 2021, due 2027
Term loan facility, at a rate of 5.80% at December 31, 2022 and 1.48% at
December 31 2021, due 2027
4.625% Senior Notes due 2027
4.25% Senior Notes due 2028
Securitization program, at a rate of 5.11% at December 31, 2022 and 1.00% at
December 31, 2021
Less: Unamortized debt issuance costs
Current portion of borrowings
Long-term borrowings
Senior credit facility
2022
2021
$
148,250 $
141,000
500,000
500,000
500,000
647,500
500,000
500,000
75,000
75,000
1,723,250
1,863,500
(11,727)
(13,398)
1,711,523
1,850,102
(87,500)
(110,000)
$ 1,624,023 $ 1,740,102
On November 4, 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 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.
We capitalized transaction fees of $4.7 million, including underwriters' discounts and commissions, incurred in
connection with the third amendment to the Credit Agreement. Additionally, we recognized a loss on extinguishment
of debt of $0.5 million due to the write off of unamortized deferring financing costs.
F-22
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4.625% Senior notes due 2027
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.
As of November 15, 2022, we became entitled, on one or more occasions, to 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. Prior to November 15, 2022, our redemption rights, which we did not exercise, were subject to
different terms.
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.
4.25% Senior Notes due 2028
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.
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.
At any time on or after June 1, 2023, 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.
In addition, at any time prior to June 1, 2023, we may, on one or more occasions, redeem some or all of the 2028
Notes at a redemption price equal to 100% of the principal amount of the 2028 Notes redeemed, plus a “make-
whole” premium and any accrued and unpaid interest. The “make-whole” premium is the greater of (a) 1.0% of the
principal amount of the 2028 Notes subject to redemption or (b) the excess, if any, over the principal amount of the
2028 Notes, of the present value, on the redemption date, of the sum of (i) the June 1, 2023, optional redemption
price plus (ii) all required interest payments on the 2028 Notes through June 1, 2023, (other than accrued and
unpaid interest to the redemption date), generally computed using a discount rate equal to the yield to maturity of
U.S. Treasury securities with a constant maturity for the period most nearly equal to the period from the redemption
date to June 1, 2023 (unless the period is less than one year, in which case the weekly average yield on traded U.S.
Treasury securities adjusted to a constant maturity of one year will be used), plus 50 basis points.
In addition, at any time prior to June 1, 2023, we may, on one or more occasions, redeem up to 40% of the
aggregate principal amount of the 2028 Notes, using the proceeds of specified types of our equity offerings and
F-23
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
subject to specified conditions, at a redemption price equal to 104.25% of the principal amount of the Notes
redeemed, 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, 2022, we were in compliance with the covenants, and
none of the termination events had occurred. As of December 31, 2022 and 2021, we had $75.0 million (the
maximum amount available) of outstanding borrowings under our accounts receivable securitization facility.
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, 2022 and 2021, which is valued based on Level 2 inputs within the
hierarchy used to measure fair value (see Note 12 to the consolidated financial statements for further information):
Fair value of debt
Debt Maturities
December 31, 2022
December 31, 2021
$
1,674,232 $
1,893,518
As of December 31, 2022, 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:
2023
2024
2025
2026
2027 and thereafter
Supplemental cash flow information
$
87,500
12,500
25,000
25,000
1,573,250
Cash interest paid
$
70,918 $
73,598 $
79,533
Year Ended December 31,
2022
2021
2020
Note 11 — Financial instruments
Foreign currency forward contracts
We use derivative instruments for risk management purposes. Foreign currency forward contracts designated
as cash flows 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, 2022 and 2021, we recognized losses related to non-designated foreign currency
forward contracts of $3.0 million and $8.9 million, respectively.
F-24
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of
December 31, 2022 and 2021 was $184.8 million and $149.5 million, respectively. The total notional amount for all
open non-designated foreign currency forward contracts as of December 31, 2022 and 2021 was $152.9 million and
$161.2 million, respectively. All open foreign currency forward contracts as of December 31, 2022 have durations of
12 months or less.
Cross-currency interest rate swaps
During 2019, we entered into cross-currency swap agreements with five different financial institution
counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of
the cross-currency swap agreements, we have notionally exchanged $250 million at an annual interest rate of
4.8750% for €219.2 million at an annual interest rate of 2.4595%. The swap agreements are designed as net
investment hedges and expire on March 4, 2024.
During 2018, we entered into cross-currency swap agreements with six different financial institution
counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of
the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of
4.625% for €433.9 million at an annual interest rate of 1.942%. The swap agreements are designated as net
investment hedges and expire on October 4, 2023.
The swap agreements described above require an exchange of the notional amounts upon expiration or earlier
termination of the agreements. We and the counterparties have agreed to effect the exchange through a net
settlement.
The cross-currency swaps are marked to market at each reporting date and any changes in fair value are
recognized as a component of accumulated other comprehensive income (loss) ("AOCI") 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 swap for the year ended December 31, 2022 and December 31, 2021:
Foreign exchange gains
Interest benefit
Balance sheet presentation
December 31, 2022
December 31, 2021
$
22,399 $
20,880
34,849
19,296
The following table presents the locations in the consolidated balance sheets and fair value of derivative
instruments as of December 31, 2022 and 2021:
December 31, 2022
December 31, 2021
Asset derivatives:
Designated foreign currency forward contracts
$
3,154 $
Non-designated foreign currency forward contracts
Cross-currency interest rate swap
Prepaid expenses and other current assets
Cross-currency interest rate swap
Other assets
Total asset derivatives
Liability derivatives:
Designated foreign currency forward contracts
Non-designated foreign currency forward contracts
Other current liabilities
Total liability derivatives
41
48,503
51,698
11,912
11,912
63,610 $
983 $
477
1,460
1,460 $
$
$
$
1,957
56
21,718
23,731
9,560
9,560
33,291
993
147
1,140
1,140
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.
F-25
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
For the years ended December 31, 2022, 2021 and 2020, there was no ineffectiveness related to our hedging
derivatives.
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.
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, 2022 and 2021:
December 31, 2022
(Level 1)
(Level 2)
(Level 3)
Basis of fair value measurement
Investments in marketable securities
$
10,097 $
10,097 $
— $
Derivative assets
Derivative liabilities
Contingent consideration liabilities
63,610
1,460
44,022
—
—
—
63,610
1,460
—
—
—
—
44,022
Investments in marketable securities
Derivative assets
Derivative liabilities
Contingent consideration liabilities
December 31, 2021
$
19,186 $
33,291
1,140
9,814
Basis of fair value measurement
(Level 1)
(Level 2)
(Level 3)
19,186 $
—
—
—
— $
33,291
1,140
—
—
—
—
9,814
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, 2022 or 2021.
Valuation Techniques
Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities
held in trust, which are available to satisfy benefit obligations under Company benefit plans and other
arrangements. The investment assets of the trust are valued using quoted market prices.
Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward
contracts and cross-currency interest rate swap agreements. We use foreign currency forward contracts and cross-
currency interest rate swap agreements to manage foreign currency transaction exposure as well as exposure to
foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency
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.
F-26
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contingent consideration
Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the
achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are
remeasured to fair value each reporting period using assumptions including revenue growth rates (based on internal
operational budgets and long-range strategic plans), revenue volatility, discount rates, probability of payment and
projected payment dates.
We determine the fair value of certain contingent consideration liabilities using a Monte Carlo simulation (which
involves a simulation of future revenues during the earn-out period using management's best estimates) or
discounted cash flow analysis. Increases in projected revenues, estimated cash flows and probabilities of payment
may result in significantly higher fair value measurements; decreases in these items may have the opposite effect.
Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements
and decreases in the discount rates may have the opposite effect. As of December 31, 2022, the maximum amount
we could be required to pay under the contingent consideration arrangements related to the Standard Bariatrics
acquisition was $130.0 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
31.8 %
Risk free rate
Cost of debt structure
Projected year of payment
2024 - 2026
The following table provides information regarding changes in our contingent consideration liabilities for the
years ended December 31, 2022 and 2021:
Beginning balance – January 1
Initial estimate upon acquisition
Payments
Revaluations and other adjustments
Translation adjustment
Ending balance – December 31
Note 13 — Shareholders' equity
Contingent consideration
2022
2021
$
9,814 $
36,633
38,800
—
(6,975)
(31,678)
2,350
33
4,895
(36)
$
44,022 $
9,814
Our authorized capital is comprised of 200 million common shares, $1 par value, and 500,000 preference
shares. No preference shares have been outstanding during the last three years.
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:
Basic
Dilutive effect of share based awards
Diluted
2022
2021
2020
46,898
46,774
46,488
411
653
799
47,309
47,427
47,287
Weighted average shares that were antidilutive and therefore excluded from the calculation of diluted earnings
per share were 0.5 million for the year ended December 31, 2022, and 0.1 million for the years ended
December 31, 2021 and 2020.
F-27
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following tables provides information relating to the changes in accumulated other comprehensive income
(loss), net of tax, for each of the years ended December 31, 2022 and 2021:
Cash Flow
Hedges
Pension and
Other
Postretirement
Benefit Plans
Foreign
Currency
Translation
Adjustment
Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2020
$
(482) $
(150,257) $ (146,559) $
(297,298)
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other
comprehensive income
Net current-year other comprehensive income (loss)
Balance at December 31, 2021
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other
comprehensive income
Net current-year other comprehensive income (loss)
351
6,192
(63,191)
(56,648)
1,212
1,563
1,081
7,179
5,775
—
6,987
11,967
(63,191)
(49,661)
(138,290) (209,750)
(346,959)
(2,606)
(62,904)
(58,331)
(3,329)
3,850
5,097
2,491
—
1,768
(62,904)
(56,563)
Balance at December 31, 2022
$ 4,931 $
(135,799) $ (272,654) $
(403,522)
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, 2022, 2021 and 2020:
Year Ended December 31,
2022
2021
2020
(Gains) losses on designated foreign exchange forward contracts:
Cost of goods sold
Total before tax
Taxes expense (benefit)
Net of tax
Amortization of pension and other postretirement benefits items:
Actuarial losses (1)
Prior-service credits (1)
Total before tax
Tax benefit
Net of tax
Impact on income from continuing operations, net of tax
$
$
$
$
$
(3,532) $
1,150 $
(3,532)
203
1,150
62
(3,329) $
1,212 $
2,354
2,354
(240)
2,114
7,660 $
8,543 $
7,253
(1,017)
(1,012)
6,643
7,531
(1,546)
(1,756)
5,097 $
1,768 $
5,775 $
6,987 $
33
7,286
(1,701)
5,585
7,699
(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 2014, our stockholders approved the Teleflex Incorporated 2014 Stock Incentive Plan (the "Plan"). The
Plan provides for several different kinds of awards, including stock options, stock appreciation rights, stock awards
and other stock-based awards to directors, officers and key employees. Under the Plan, we are authorized to issue
up to 5.3 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 common stock on
the date of the grant. In 2022, we granted, under the Plan, non-qualified options to purchase 156,918 shares of
common stock and granted restricted stock units relating to 85,780 shares of common stock under the Plan. We
also granted performance share units (“PSUs”), as described in the following paragraph.
In 2018, we began granting PSUs to specified senior managers. The PSUs are designed to provide further
incentive to 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
F-28
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
total stockholder return relative to a designated group of public companies. Assuming target performance is
achieved, a total of 25,131 shares of common stock would be issuable in respect of the PSUs granted and a
maximum of 62,927 shares would be issuable in respect of such PSUs upon achievement of maximum performance
levels.The following table summarizes the share-based compensation activity:
Share-based compensation expense
Total income tax benefit recognized for share-based compensation
arrangements
Net excess tax benefit
2022
2021
2020
$
27,224 $
22,937 $
20,739
6,824
1,292
10,912
6,355
21,958
17,549
The unrecognized compensation expense for all awards granted in 2022 as of the grant date was $45.0 million,
which will be recognized over the vesting period of the awards. As of December 31, 2022, 2,843,121 shares were
available for future grants under the Plan.
Option Awards
The fair value of options granted in 2022, 2021 and 2020 was estimated at the date of grant using a Black-
Scholes option pricing model. The following weighted-average assumptions were used:
Risk-free interest rate
Expected life of option
Expected dividend yield
Expected volatility
2022
2021
2020
1.56 %
0.67 %
1.16 %
5.03 years
5.01 years
5.00 years
0.41 %
30.09 %
0.34 %
30.03 %
0.39 %
23.98 %
The following table summarizes the option activity during 2022:
Shares Subject to
Options
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual
Life In Years
Aggregate
Intrinsic
Value
Outstanding, beginning of the year
1,107,999 $
Granted
Exercised
Forfeited or expired
Outstanding, end of the year
Exercisable, end of the year
156,918
(27,518)
(8,551)
1,228,848
990,842 $
214.13
330.03
95.07
359.54
230.58
201.19
4.77 $
3.84 $
66,774
66,746
The weighted average grant date fair value for options granted during 2022, 2021 and 2020 was $88.92,
$103.87 and $74.60, respectively. The total intrinsic value of options exercised during 2022, 2021 and 2020 was
$5.0 million, $27.4 million and $77.9 million, respectively.
We recorded $10.3 million of expense related to options during 2022, which is included in cost of goods sold or
selling, general and administrative expenses. As of December 31, 2022, the unamortized share-based
compensation cost related to non-vested stock options, net of expected forfeitures, was $12.2 million, which is
expected to be recognized over a weighted-average period of 1.65 years. Authorized but unissued shares of our
common stock are issued upon exercises of options.
Stock Awards
The fair value of PSUs granted were determined using a Monte Carlo simulation valuation model. The grant
date fair value for the 2022 awards was $301.00.
The fair value for restricted stock units granted in 2022, 2021 and 2020 was estimated at the date of grant
based on the market price for the underlying stock on the grant date discounted for the risk free interest rate and the
present value of expected dividends over the vesting period. The following weighted-average assumptions were
F-29
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
used:
Risk-free interest rate
Expected dividend yield
2022
2021
2020
1.57 %
0.42 %
0.28 %
0.34 %
1.07 %
0.38 %
The following table summarizes the non-vested restricted stock unit activity during 2022:
Number of
Non-Vested
Shares
Weighted
Average
Grant-Date
Fair Value
Weighted
Average
Remaining
Contractual
Life
Aggregate
Intrinsic
Value
Outstanding, beginning of the year
135,378 $
Granted
Vested
Forfeited
85,780
(51,831)
(21,359)
Outstanding, end of the year
147,968 $
343.89
323.35
290.75
352.06
349.42
1.5
$
36,970
We issued 85,780, 59,210 and 52,464 of non-vested restricted stock units in 2022, 2021 and 2020,
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 2022, 2021
and 2020 was $323.35, $398.59 and $344.70, respectively.
We recorded $15.7 million of expense related to stock awards during 2022, which is included in cost of goods
sold or selling, general and administrative expenses. As of December 31, 2022, the unamortized share-based
compensation cost related to non-vested restricted stock units, net of estimated forfeitures, was $21.2 million, which
is expected to be recognized over a weighted-average period of 1.5 years. We use treasury stock to provide shares
of common stock in connection with vesting of the stock awards.
Note 15 — Income taxes
The following table summarizes the components of the provision for income taxes from continuing operations:
Current:
Federal
State
Non-U.S.
Deferred:
Federal
State
Non-U.S.
2022
2021
2020
$
32,798 $
134,336 $
11,148
8,747
56,442
16,970
35,399
9,644
35,042
(27,528)
(85,272)
10,116
2,428
(16,933)
(10,151)
(9,475)
(13,734)
(10,694)
$
83,003 $
74,349 $
21,931
At December 31, 2022, the cumulative unremitted earnings of subsidiaries outside the U.S. that are
considered non-permanently reinvested and for which taxes have been provided approximated $1.1 billion. At
December 31, 2022, the cumulative unremitted earnings of subsidiaries outside the U.S. that are considered
permanently reinvested approximated $1.2 billion. Earnings considered permanently reinvested are expected to be
reinvested indefinitely and, as a result, no additional deferred tax liability has been recognized with regard to these
earnings. It is not practical to determine the deferred income tax liability on these earnings if, in the future, they are
remitted to the U.S. because the income tax liability to be incurred, if any, is dependent on circumstances existing
when remittance occurs.
F-30
The following table summarizes the U.S. and non-U.S. components of income from continuing operations
before taxes:
U.S.
Non-U.S.
2022
2021
2020
$
164,151 $
209,231 $
233,034
281,768
350,237
124,698
$
445,919 $
559,468 $
357,732
Reconciliations between the statutory federal income tax rate and the effective income tax rate are as follows:
Federal statutory rate
Tax effect of international items
Foreign merger - deferred taxes
Excess tax benefits related to share-based compensation
State taxes, net of federal benefit
Uncertain tax contingencies
Contingent consideration
Intellectual property impairment charge
Research and development tax credit
Other, net
2022
2021
2020
21.0 %
21.0 %
21.0 %
(4.6)
—
(0.3)
3.4
(0.4)
0.1
—
(1.0)
0.5
(6.0)
—
(1.1)
0.1
(0.1)
0.2
—
(0.8)
—
(5.3)
—
(4.9)
(0.3)
(0.5)
(2.2)
(1.2)
(1.1)
0.6
18.6 %
13.3 %
6.1 %
The effective income tax rate for 2022 was 18.6% compared to 13.3% for 2021. The effective income tax rate
for 2022 reflects tax expense resulting from a deferred charge relating to the 2022 Restructuring Plan and from a
U.S. law effective in 2022 requiring capitalization of certain research and development expenditures. The effective
income tax rate for 2021 reflects tax expense associated with the Respiratory business divestiture. Additionally, the
effective tax rates for both 2022 and 2021 reflect a net excess tax benefit related to share-based compensation and
a tax benefit from research and development tax credits.
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 $2.0 million, $0.8 million and $1.7 million in
2022, 2021 and 2020 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.
F-31
The following table summarizes significant components of our deferred tax assets and liabilities at
December 31, 2022 and 2021:
Deferred tax assets:
2022
2021
Tax loss and credit carryforwards
$
110,857 $
168,113
Lease Liabilities
Pension
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
32,339
1,163
64,498
24,013
32,127
350
64,421
4,379
(91,531)
(143,177)
141,339
126,213
25,427
379,298
67,833
32,339
18,926
24,479
352,139
73,385
32,127
7,387
523,823
489,517
$
(382,484) $
(363,304)
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, 2022, the tax effect of such carryforwards
approximated $110.9 million. Of this amount, $16.0 million has no expiration date, $20.1 million expires after 2022
but before the end of 2027 and $74.8 million expires after 2027. 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, 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 $91.5 million and $143.2 million at December 31, 2022
and 2021, 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, 2022, 2021 and 2020:
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
2022
2021
2020
$
6,105 $
7,230 $
215
(761)
—
—
7,561
1,286
—
(1,117)
(956)
(1,864)
(182)
(169)
$
4,260 $
6,105 $
247
7,230
The total liabilities associated with the unrecognized tax benefits that, if recognized, would impact the effective
tax rate for continuing operations, were $2.7 million at December 31, 2022.
F-32
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, 2022 was $0.2 million and $(0.2) million, respectively; for the year ended December 31, 2021 was
$0.2 million and $(0.3) million, respectively; and for the year ended December 31, 2020 was $0.2 million and $(0.5)
million, respectively. The liabilities in the consolidated balance sheets for interest and penalties at December 31,
2022 were $0.6 million and $1.5 million, respectively, and at December 31, 2021 were $0.8 million and $1.8 million,
respectively.
The taxable years for which the applicable statute of limitations remains open by major tax jurisdictions are as
follows:
U.S.
Canada
China
Czech Republic
France
Germany
India
Ireland
Italy
Malaysia
Singapore
Beginning
Ending
2019
2018
2017
2019
2019
2011
2002
2018
2017
2015
2018
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
We are routinely subject to income tax examinations by various taxing authorities. As of December 31, 2022,
the most significant tax examinations in process were in Ireland, Germany and France. The date at which these
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, 2022. 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 $2.0 million.
Supplemental cash flow information
Year Ended December 31,
2022
2021
2020
Income taxes paid, net of refunds
$
162,046 $
108,609 $
77,163
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, 2022, 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.
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.
F-33
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, 2022, 2021 and 2020:
2022
Pension
2021
2020
2022
2021
2020
Other Benefits
Service cost
Interest cost
Expected return on plan assets
(25,776)
(30,726)
(31,650)
$ 1,346 $ 1,467 $ 1,416 $
— $
— $
10,776
9,272
12,827
477
—
418
—
—
902
—
Net amortization and deferral
7,900
8,589
7,447
(1,258)
(1,058)
(161)
Net benefit (income) expense
$
(5,754) $ (11,398) $
(9,960) $
(781) $
(640) $
741
Net benefit (income) expense 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:
Discount rate
Rate of return
Initial healthcare trend rate
Ultimate healthcare trend rate
2022
2.8 %
5.6 %
Pension
2021
2020
2022
2021
2020
Other Benefits
2.5 %
6.7 %
3.2 %
7.5 %
2.7 %
2.3 %
3.1 %
6.4 %
4.5 %
6.8 %
4.5 %
7.0 %
5.0 %
The following table provides summarized information with respect to the pension and postretirement benefit
plans, measured as of December 31, 2022 and 2021:
Benefit obligation, beginning of year
$ 474,674 $ 501,347 $
26,804 $
31,921
Pension
Other Benefits
2022
2021
2022
2021
Service cost
Interest cost
Actuarial (gain) loss
Currency translation
Benefits paid
Medicare Part D reimbursement
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
Currency translation
Fair value of plan assets, end of year
Funded status, end of year
1,346
10,776
1,467
9,272
—
477
—
418
(104,558)
(13,567)
(6,223)
(2,288)
(3,030)
(1,726)
—
—
(21,472)
(21,138)
(2,491)
(3,303)
—
—
(979)
(981)
53
—
56
—
18,620
26,804
356,757
469,793
(89,506)
1,464
474,674
457,626
22,124
12,159
(21,472)
(21,138)
(979)
(2,030)
(981)
3
357,270
469,793
$
513 $
(4,881) $
(18,620) $
(26,804)
The actuarial gain for pension for the year ended December 31, 2022 was primarily due to an increase in the
discount rate used to measure the obligation. The actuarial gain for pension for the year ended December 31, 2021
was primarily due to an increase in the discount rate used to measure the obligation, partially offset by decreases
from changes in census data and mortality assumptions.
F-34
The accumulated benefit obligations (ABO) and the projected benefit obligations (PBO) for plans with ABO and
PBO in excess of plan assets were $345.5 million and $346.0 million, respectively, at December 31, 2022 and
$456.0 million and $456.6 million respectively, at December 31, 2021. The fair value of plan assets for plans with
PBO and ABO in excess of plan assets were $345.7 million and $449.8 million, respectively, at December 31, 2022
and December 31, 2021, respectively.
The following table sets forth the amounts recognized in the consolidated balance sheet with respect to the
pension and postretirement plans:
Other assets
Pension
Other Benefits
2022
2021
2022
2021
$
16,870 $
17,827 $
— $
—
Payroll and benefit-related liabilities
(1,408)
(1,602)
(2,175)
(2,725)
Pension and postretirement benefit liabilities
(14,949)
(21,106)
(16,445)
(24,079)
Accumulated other comprehensive loss (gain)
219,555
218,139
(7,812)
(2,847)
$ 220,068 $ 213,258 $
(26,432) $
(29,651)
The following tables set forth the amounts recognized in accumulated other comprehensive income with respect
to the plans:
Balance at December 31, 2020
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, 2021
Reclassification adjustments related to components of Net
Periodic Benefit Cost recognized during the period:
Pension
Prior Service
Cost
Net (Gain)
or Loss
Deferred
Taxes
Accumulated Other
Comprehensive
Loss, Net of Tax
$
205 $ 232,335 $ (80,657) $
151,883
(5)
(8,584)
1,999
(6,590)
—
—
(4,965)
1,148
(847)
237
(3,817)
(610)
200
217,939
(77,273)
140,866
Net amortization and deferral
Amounts arising during the period:
Actuarial changes in benefit obligation
Impact of currency translation
Balance at December 31, 2022
—
—
—
(7,900)
1,832
(6,068)
10,724
(2,271)
(1,408)
365
8,453
(1,043)
$
200 $ 219,355 $ (77,347) $
142,208
F-35
Balance at December 31, 2020
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, 2021
Reclassification adjustments related to components of Net
Periodic Benefit Cost recognized during the period:
Net amortization and deferral
Amounts arising during the period:
Other Benefits
Prior Service
Cost
Net (Gain) or
Loss
Deferred
Taxes
Accumulated Other
Comprehensive
Loss, Net of Tax
$
(4,669) $
3,052 $
(9) $
(1,626)
1,017
41
(243)
815
—
(2,288)
(3,652)
805
523
271
(1,765)
(2,576)
1,017
241
(287)
971
Actuarial changes in benefit obligation
—
(6,223)
1,419
Balance at December 31, 2022
$
(2,635) $
(5,177) $ 1,403 $
(4,804)
(6,409)
The following table provides the weighted average assumptions for U.S. and foreign plans used in determining
benefit obligations:
Discount rate
Rate of compensation increase
Initial healthcare trend rate
Ultimate healthcare trend rate
Pension
Other Benefits
2022
2021
2022
2021
5.1 %
3.0 %
2.8 %
2.8 %
5.1 %
2.7 %
5.9 %
4.5 %
6.0 %
4.5 %
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 5.20% and 5.13%, respectively, were established by comparing the
projection of expected benefit payments to the AA Above Median yield curve as of December 31, 2022. 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. Effective in 2022, we changed the expected return on plan
assets of the U.S. pension plans from 5.80% to 7.40% due to modifications to the investment strategy in order to
reflect expected return assumptions based on recent capital market movements.
F-36
The accumulated benefit obligation for all U.S. and foreign defined benefit pension plans was $356.3 million and
$474.1 million for 2022 and 2021, respectively. All of the pension plans had accumulated benefit obligations in
excess of their respective plan assets as of December 31, 2022 and 2021, with the exception of one foreign plan
that had plan assets of $0.8 million and $2.0 million in excess of the accumulated benefit obligation as of
December 31, 2022 and 2021, 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
primarily comprised of equity and fixed income mutual funds. Our other investments are largely comprised of a
hedge fund of funds and a structured credit fund. The equity funds are diversified in terms of domestic and
international equity securities, as well as small, middle and large capitalization stocks. Our target allocation
percentage is as follows: equity securities (26%) and fixed-income securities (74%). Equity funds are held for their
expected return over inflation. 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 other investments are held to further diversify assets
within the plans and are designed to provide a mix of equity and bond like return with a bond like risk profile. 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, 2022 by asset category:
Asset Category (a)
Cash
Money market funds
Equity securities:
Managed volatility (b)
U.S. small/mid-cap equity (c)
World equity (excluding U.S.) (d)
Fixed income securities:
Intermediate duration fund (e)
Long duration bond fund (f)
Corporate bond fund (g)
Emerging markets debt fund (h)
Fair Value Measurements
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
769 $
13
769
13
46,721
6,054
28,159
105,865
87,018
6,092
6,284
46,721
6,054
28,159
105,865
87,018
6,092
6,284
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Corporate, government and foreign bonds
58,572
— $ 58,572
Absolute return credit fund (i)
Asset backed – home loans
Other types of investments:
Structured credit (j)
427
153
29
Contract with insurance company (k)
11,114
—
—
29
—
427
153
— $
11,114
Total investments at fair value
$ 357,270 $
287,004 $ 59,152 $
11,114
Total
$ 357,270
F-37
The following table provides the fair values of the pension plan assets at December 31, 2021 by asset
category:
Asset Category (a)
Cash
Money market funds
Equity securities:
Managed volatility (b)
U.S. small/mid-cap equity (c)
World equity (excluding U.S.) (d)
Fixed income securities:
Intermediate duration fund (e)
Long duration bond fund (f)
Corporate bond fund (g)
Emerging markets debt fund (h)
Corporate, government and foreign bonds
Absolute return credit fund (i)
Asset backed – home loans
Other types of investments:
Contract with insurance company (k)
Other
Fair Value Measurements
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
923 $
6
923
6
57,252
7,532
34,287
101,363
171,919
7,607
7,605
50,599
671
208
19,130
3
57,252
7,532
34,287
101,363
171,919
7,607
7,605
50,599
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
671
208
—
—
—
—
—
—
—
—
—
—
—
—
— $
19,130
—
3
Total investments at fair value
$ 459,105 $
439,093 $
879 $
19,133
Investments measured at Net asset value (l)
Total
10,688
$ 469,793
(a)
Information on asset categories described in notes (b)-(l) is derived from prospectuses and other material provided by
the respective funds comprising the respective asset categories.
(b) This category comprises mutual funds that invest in securities of U.S. and non-U.S. companies of all capitalization
ranges that exhibit relatively low volatility.
(c) This category comprises a mutual fund that invests at least 80% of its net assets in equity securities of small and mid-
sized companies. The fund invests in common stocks or exchange traded funds holding common stock of U.S.
companies with market capitalizations in the range of companies in the Russell 2500 Index.
(d) This category comprises a mutual fund that invests at least 80% of its net assets in equity securities of foreign
companies. These securities may include common stocks, preferred stocks, warrants, exchange traded funds based on
an international equity index, derivative instruments whose value is based on an international equity index and derivative
instruments whose value is based on an underlying equity security or a basket of equity securities. The fund invests in
securities of foreign issuers located in developed and emerging market countries. However, the fund will not invest more
than 35% of its assets in the common stocks or other equity securities of issuers located in emerging market countries.
(e) This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar
to fixed income securities. The fund invests in investment grade fixed income instruments, including 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 three and ten years,
and uses derivative instruments, including interest rate swap agreements and credit default swaps, for the purpose of
managing the overall duration and yield curve exposure of the Fund’s portfolio of fixed income securities.
(f) This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar
to fixed income securities. The fund invests in investment grade fixed income instruments, including securities issued or
guaranteed by the 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 fixed income securities, and uses derivative instruments, including
interest rate swap agreements and Treasury futures contracts, for the purpose of managing the overall duration and yield
curve exposure of the Fund’s portfolio of fixed income securities.
(g) This category comprises funds that invest primarily in higher-yielding fixed income securities, including corporate bonds
and debentures, convertible and preferred securities and zero coupon obligations.
F-38
(h) This category comprises a mutual fund that invests at least 80% of its net assets in fixed income securities of emerging
market issuers, primarily in U.S. dollar-denominated debt of foreign governments, government-related and corporate
issuers in emerging market countries and entities organized to restructure the debt of those issuers.
(i) This category comprises a mutual fund that invests primarily in investment grade bonds and similar fixed income and
floating rate securities.
(j) This category comprises a fund that invests primarily in collateralized debt obligations and other structured credit
vehicles and may include fixed income securities, loan participations, credit-linked notes, medium-term notes, pooled
investment vehicles and derivative instruments.
(k) This category comprises the asset established out of an agreement to purchase a bulk-annuity policy from an insurer to
fully cover the liabilities for members of the pension plan. The asset value is based on the fair value of the contract as
determined by the insurance company using inputs that are not observable.
(l) This category comprises pooled institutional investments, primarily collective investment trusts. These funds are not
listed on an exchange or traded in an active market and these investments are valued using their net asset value, which
is generally based on the underlying asset values of the pooled investments held in the trusts. This category comprises
the following funds:
• a fund that invests primarily in collateralized debt obligations and other structured credit vehicles and may include
fixed income securities, loan participations, credit-linked notes, medium-term notes, pooled investment vehicles and
derivative instruments.
• a hedge fund that invests in various other hedge funds.
• funds that invest in underlying funds that acquire, manage, and dispose of real estate properties, with a focus on
properties in the U.S. and the UK markets.
Our contributions to U.S. and foreign pension plans during 2023 are expected to be approximately $1.4 million.
Contributions to postretirement healthcare plans during 2023 are expected to be approximately $2.2 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, net of the annual average
Medicare Part D subsidy of approximately $0.1 million:
2023
2024
2025
2026
2027
Years 2028 — 2032
Pension
Other Benefits
$
23,081 $
23,445
23,934
24,564
24,940
127,978
2,174
2,014
1,986
1,783
1,576
6,509
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 $24.3 million, $23.2 million and $21.7
million for 2022, 2021 and 2020, 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, 2022 and 2021, we have recorded $2.5 million and $2.0 million, respectively,
in accrued liabilities and $3.2 million and $4.1 million, respectively in other liabilities 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, 2022. The time frame over which the accrued
amounts may be paid out, based on past history, is estimated to be 10-15 years.
F-39
Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These
lawsuits and claims include actions involving product liability, intellectual property, employment, environmental and
other matters. As of December 31, 2022 and 2021, we have recorded accrued liabilities of $0.5 million and $0.2
million, respectively, in connection with such contingencies, representing our best estimate of the cost within the
range of estimated possible losses that will be incurred to resolve these matters.
In August 2022, the U.S. Department of Justice through the United States Attorney’s Office for the Northern
District of Georgia (collectively, the “DOJ”) closed the Civil Investigative Demand (a “CID”) of one of our
subsidiaries, NeoTract, Inc., under the civil False Claims Act, 31 U.S.C. §3729. The CID, which began in 2020,
related to the DOJ’s investigation of a single NeoTract customer and certain rebate programs offered to that
customer in addition to communications and activities occurring both prior to our acquisition of NeoTract in October
2017 and thereafter. As part of the investigation the DOJ also opened an investigation into NeoTract’s operations
broadly.
Based on information currently available, advice of counsel, established reserves and other resources, we do
not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate,
material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected
further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if
unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal
costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in
the period incurred.
Other: We have been subject to an investigation by Chinese authorities related to a technical error regarding
our country of origin designation for certain products we imported into China. Had the error not been made, we
would have been obligated to make increased tariff payments in late 2018 through the first quarter of 2021. In
addition to the tariffs and related interest, the Chinese authorities may impose a penalty for the unpaid tariffs.
To date, we have remitted payment for the requested amounts of the increased tariffs, and we believe this to be
the final action required to close the case. However, we have not received confirmation from the Chinese authorities
that the case is closed and as a result, it remains possible that they may request payment for penalties and interest
in the future. We believe the range of penalties could be between 30% and 200% of the increased tariff amount or
between $3 million and $20 million.
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, which appeals remain pending. As of December 31, 2022, our reserve for this matter is
$10.9 million, $2.6 million of which was recorded as a reduction of revenue for 2022. If the payback was to
ultimately be enforced in its existing form, we estimate that we would be required to remit payments in excess of our
current reserve of up to $23.0 million.
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 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. We do not evaluate our operating segments using discrete asset
information.
We have four reportable segments: Americas, EMEA (Europe, the Middle East and Africa), Asia (Asia Pacific)
and OEM (Original Equipment Manufacturer and Development Services).
Our reportable segments, other than the OEM segment, design, manufacture and distribute medical devices
primarily used in critical care and surgical applications and generally serve two end-markets: hospitals and
F-40
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
OEM segment designs, manufactures and supplies devices and
for other medical device
manufacturers.
instruments
The following tables present our segment results for the years ended December 31, 2022, 2021 and 2020:
Americas
EMEA
Asia
OEM
Net revenues
Americas
EMEA
Asia
OEM
Total segment operating profit (1)
Unallocated expenses (2)
Year Ended December 31,
2022
2021
2020
$ 1,653,724 $ 1,659,309 $ 1,465,035
558,373
306,320
272,624
606,807
297,766
245,681
584,859
267,016
220,246
$ 2,791,041 $ 2,809,563 $ 2,537,156
Year Ended December 31,
2022
2021
2020
$
452,030 $
424,225 $
401,391
42,465
82,786
65,379
94,865
84,648
56,210
81,348
51,238
44,852
642,660
659,948
578,829
(142,935)
(31,853)
(155,761)
Income from continuing operations before interest, loss on
extinguishment of debt and taxes
$
499,725 $
628,095 $
423,068
(1) Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods
sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research
and development expenses and an allocation of corporate expenses. Commencing on January 1, 2022, all corporate
expenses are allocated amongst the segments in proportion to the respective amounts of net revenues. The change in
the measure of segment operating profit does not impact period over period comparability because the change was
immaterial. For the year ended December 31, 2021, corporate expenses were allocated among the segments in
proportion to the respective amounts of one of several items (such as sales, numbers of employees, and amount of time
spent), depending on the category of expense involved.
(2) Unallocated expenses primarily include manufacturing variances other than fixed manufacturing cost absorption
variances, restructuring and impairment charges and gain on sale of business.
Americas
EMEA
Asia
OEM
Year Ended December 31,
2022
2021
2020
$
162,898 $
164,102 $
151,111
39,957
10,107
17,628
45,022
11,140
17,098
47,012
13,594
15,535
Consolidated depreciation and amortization
$
230,590 $
237,362 $
227,252
F-41
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, 2022, 2021 and 2020 and as of December 31, 2022 and 2021, respectively.
Net revenues (based on selling location):
U.S.
Europe
Asia Pacific
All other
Net property, plant and equipment:
U.S.
Malaysia
Mexico
All other
Year Ended December 31,
2022
2021
2020
$ 1,786,467 $ 1,769,488 $ 1,567,144
622,343
270,749
111,482
665,000
263,022
112,053
646,577
230,267
93,168
$ 2,791,041 $ 2,809,563 $ 2,537,156
As of December 31,
2022
2021
$
193,618 $
206,876
73,441
82,334
97,812
72,541
69,471
94,870
$
447,205 $
443,758
F-42
TELEFLEX INCORPORATED
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS
December 31, 2022
December 31, 2021
December 31, 2020
December 31, 2022
December 31, 2021
December 31, 2020
Balance at
Beginning of
Year
(Reversals)
additions
Charged to
Income
Accounts
Receivable
Write-offs
Translation
and Other
Balance at
End of
Year
$ 10,799 $
(786) $
(1,750) $
299 $
8,562
$ 12,875 $
1,542 $
(3,001) $
(617) $ 10,799
$
9,055 $
3,798 $
(1,336) $
1,358 $ 12,875
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
$ 143,177 $
8,489 $ (59,520) $
(615) $ 91,531
$ 155,008 $
7,770 $ (15,384) $
(4,217) $ 143,177
$ 119,233 $ 30,640 $
(59) $
5,194 $ 155,008
F-43
TELEFLEX INCORPORATED
NON-GAAP RECONCILIATIONS
Adjusted Earnings Per Share Reconciliation
(dollars in millions, except per share)
ADJUSTED INCOME RECONCILIATION
Amounts attributable to common shareholders:
income (loss) from continuing operations, net of tax
Restructuring, restructuring related and impairment items
Acquisition, integration and divestiture related items
Other items
MDR
Intangible amortization expense, net of tax
Tax Adjustment, net of tax
Adjusted income from continuing operations, net of tax
Adjusted earnings per share from continuing operations
2019
462.0
9.81
33.4
0.71
52.1
1.11
8.2
0.17
3.2
0.07
121.9
2.59
(155.8)
(3.31)
525.0
11.15
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2020
335.8
7.10
62.3
1.32
(28.0)
(0.59)
0.8
0.02
11.3
0.24
134.3
2.84
(12.0)
(0.25)
504.5
10.67
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2021
485.1
10.23
48.7
1.03
(61.1)
(1.29)
2.3
0.04
22.9
0.48
140.2
2.96
(5.9)
(0.12)
632.2
13.33
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2022
362.9
7.67
56.2
1.19
(0.5)
(0.01)
0.8
0.02
39.8
0.84
157.2
3.32
1.4
0.03
617.8
13.06
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Note: GAAP results represent amounts per Form 10K for the year referenced.
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Board of Directors
Listed in Order of Tenure
George Babich, Jr.1
Retired President and
Chief Executive Officer
Checkpoint Systems, Inc.
Lead Director
Compensation Committee Chair
Stephen K. Klasko, M.D.2
Retired President and Chief
Executive Officer
Thomas Jefferson University
and Jefferson Health
Stuart A. Randle1, 2
Retired Chief Executive Officer
Ivenix, Inc.
Nominating and Governance
Commitee Chair
Candace H. Duncan3
Retired Managing Partner
KPMG LLP
Audit Committee Chair
Gretchen R. Haggerty3
Retired Executive Vice President
and Chief Financial Officer
United States Steel Corp.
Andrew A. Krakauer1
Retired Chief Executive Officer
Cantel Medical Corp.
Liam Kelly
Chairman, President and
Chief Executive Officer
Teleflex Incorporated
John C. Heinmiller3
Retired Executive Vice President
and Chief Financial Officer
St. Jude Medical
Neena M. Patil2
Chief Legal Officer and
Executive Vice President
Legal and Corporate Affairs
Jazz Pharmaceuticals plc
Board Committees
1 Compensation
2 Nominating and Governance
3 Audit
Senior Leadership
Liam Kelly
Chairman, President and
Chief Executive Officer
Thomas E. Powell
Executive Vice President and
Chief Financial Officer
Petro Barchuk
Vice President,
Financial Planning and Analysis
Karen Boylan
Corporate Vice President,
Global Strategic Projects
Howard Cyr
Corporate Vice President and
Chief Compliance Officer
John Deren
Corporate Vice President and
Chief Accounting Officer
Michael DiGiuseppe
President, Latin America
and Americas Commercial
Operations Group
Timothy Duffy
Vice President and
Chief Information Officer
James Ferguson
President and General
Manager, Surgical
Michelle Fox
Corporate Vice President and
Chief Medical Officer
Kevin Hardage
President and General Manager,
Interventional Urology
Marie Hendrixson
Vice President, Internal Audit
Cameron Hicks
Corporate Vice President
and Chief Human
Resources Officer
Scott Holstine
President and General Manager,
Interventional
Matthew Howald
Vice President, Treasurer
Matthew James
President, EMEA
and Global Urology
Lawrence Keusch
Vice President of Investor
Relations and Strategy
Development
Michael Kryukov
Vice President, Global Tax
Lisa Kudlacz
President and General
Manager, Vascular
Bert Lane
Vice President,
Global Logistics and Distribution
Daniel V. Logue
Corporate Vice President,
General Counsel and Secretary
Praneet Mehrotra
President, APAC
Jake Newman
President, The Americas
Daniel Price
Corporate Vice President,
Commercial Finance
Dominik Reterski
Corporate Vice President, Quality
Assurance/Regulatory Affairs
Kevin Robinson
President and General
Manager, Anesthesia and
Emergency Medicine
Greg Stotts
President and
General Manager, OEM
Matt Tomkin
Corporate Vice President,
Corporate Development
Jay White
Corporate Vice President and
President, Global Commercial
James Winters
Corporate Vice President,
Manufacturing and Supply Chain
Investor Information
Teleflex Incorporated
550 East Swedesford Road
Wayne, Pennsylvania 19087
Investor Information
Market and ownership
of common stock:
New York Stock Exchange
Trading symbol: TFX
Investor Relations
Investors, analysts, and others
seeking information about the
company should contact:
Lawrence Keusch
Teleflex Incorporated
lawrence.keusch@teleflex.com
www.teleflex.com
A copy of the Annual Report as filed
with the Securities and Exchange
Commission on Form 10-K, interim
reports on Form 10-Q, and current
reports on Form 8-K can be
accessed on the Investor page
of the company’s website or can
be mailed upon request.
Transfer Agent and Registrar
Questions concerning transfer
requirements, lost certificates,
dividends, duplicate mailings,
change of address, or other
stockholder matters should be
addressed to:
American Stock Transfer
& Trust Company
6201 15th Ave
Brooklyn, New York 11219
(800) 937-5449 (toll free)
Dividend Reinvestment
Teleflex Incorporated offers a
dividend reinvestment and direct
stock purchase and sale plan.
For enrollment information,
please contact American Stock
Transfer & Trust Company,
Dividend Reinvestment Department,
1-877-842-1572 (toll free).
Code of Ethics and
Business Guidelines
All Teleflex businesses around
the world share a common Code
of Ethics, which guides the way
we conduct business. The Code is
available on the Teleflex website
at www.teleflex.com.
Certifications
The certifications by the Chief
Executive Officer and the Chief
Financial Officer of Teleflex
Incorporated required under Section
302 of the Sarbanes-Oxley Act of
2002 have been filed as exhibits to
Teleflex Incorporated’s 2022 Annual
Report on Form 10-K. In addition, in
May 2022, the Chief Executive Officer
of Teleflex Incorporated certified to
the New York Stock Exchange
(“NYSE”) that he is not aware of any
violation by the Company of NYSE
corporate governance listing
standards, as required by Section
303A.12(a) of the NYSE Corporate
Governance Rules.
Independent Registered
Public Accounting Firm
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
Forward-Looking
Statements
In accordance with the safe
harbor provisions of the Private
Securities Litigation Reform Act of
1995, the company notes that certain
statements contained in this report
are forward-looking in nature. These
forward-looking statements include
matters such as business strategies,
market potential, product
deployment, future financial
performance, and other future-
oriented matters. Such matters
inherently involve many risks and
uncertainties. For additional
information, please refer to the
company’s Securities and Exchange
Commission filings and the Form
10-K included in the Annual Report.
Teleflex, the Teleflex logo, Arrow, Deknatel, LMA, Pilling, QuikClot, Rüsch,
UroLift, and Weck, are trademarks or registered trademarks of Teleflex
Incorporated or its affiliates, in the U.S. and/or other countries.
© 2023 Teleflex Incorporated. All rights reserved.
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CORPORATE HEADQUARTERS
550 E. Swedesford Road, Suite 400, Wayne, PA 19087
610.225.6800 | www.teleflex.com