25%
High-
Growth
68%
Durable
Core
7%
Other
2024
Revenues
by Product Profile
68%
Americas
20%
Europe,
Middle East,
and Africa
12%
Asia
Pacific
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™, Barrigel ™, 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 as well as urology care products.
Financial Highlights
From Continuing Operations (Dollars In Millions, Except Per Share Data)
2021
$2,809.6
2022
$2,791.0
2023
$2,974.5
Net Revenues
2024
$3,047.3
2.4% Increase
2021
$130.8
2022
$153.8
2023
$154.4
Research and Development
2024
$161.7
4.7% Increase
2021
$13.33
2022
$13.06
2023
$13.52
Adjusted Earnings Per Share1
2024
$14.01
3.6% Increase
2021
$652.1
2022
$342.8
2023
$511.7
Net Cash Provided by Operating Activities
2024
$638.3
24.7% Increase
2024
Revenues
by Geography
Empowering the Future
of Healthcare
Teleflex has a strong and growing product portfolio that comprises many trusted names in medical technology,
including Arrow™, Barrigel®, Deknatel™, LMA™, Pilling™, Rüsch™, QuikClot™, UroLift™, and Weck™.
At Teleflex, our purpose is to improve the health and quality of people’s lives.
We work toward this goal by providing healthcare professionals with innovative
medical devices and technologies that can help to improve patient outcomes,
reduce costs, and create efficiencies. We support our healthcare innovations
by offering in-depth clinical education programs and maintaining a best-in-class
global supply chain. Our leadership team leverages these strengths to fulfill
our corporate purpose while generating long-term durable growth for our
shareholders, employees, and business partners.
1
Vision
Our vision is to be the most
trusted partner in the global
healthcare market to all
of our constituents, including
vendors, suppliers, customers,
and regulators.
Strategy
We seek to generate long-
term durable growth by
driving revenues, expanding
margins and earnings,
optimizing our product
portfolio, and advancing our
corporate social responsibility
and inclusivity initiatives.
People
From our proven leadership
team, to our 14,100 employees
around the world, Teleflex is
made up of highly dedicated
individuals who are committed
to improving the health and
quality of people’s lives.
Liam Kelly congratulates John Deren on his appointment to the role of Executive Vice President
and Chief Financial Officer of Teleflex, following the retirement of Thomas Powell, which will
be effective April 2, 2025.
2
Teleflex | 2024 Annual Report
In 2024, we continued to execute our strategy to drive long-term
durable growth and to fuel progress across our business. As a result,
we are well positioned to deliver value for our customers and the
patients they serve.
2024 Highlights:
• We drove organic growth, increasing our R&D
to revenue ratio, and launching new products
into high-growth markets.
• We grew adjusted margins and increased
adjusted operating income by leveraging
our diversified portfolio and global footprint.
• We expanded our capital allocation strategy,
introducing a share repurchase program
to enhance long-term value creation.
• We leveraged our M&A strength, integrating
Palette Life Sciences and its innovative Barrigel®
product into our business.
Dear Shareholders
capital to shareholders through dividends.
During the year, we augmented this program
by authorizing a $500 million share repurchase
plan, including a $200 million accelerated share
repurchase, which we launched in August 2024.
We expect this new initiative to increase
shareholder returns, and to create additional
long-term value for our shareholders.
Expanding Our Portfolio
Teleflex is a highly disciplined acquirer. We have a
proven M&A process, along with a strong track
record for buying assets that are accretive to growth.
Since 2018, we have made a series of strategic tuck-in
acquisitions that have brought us differentiated
products and technologies in high-growth markets.
These include our acquisitions of Essential Medical,
Z-Medica, HPC Medical, Standard Bariatrics, and
The force behind our progress is our team of 14,100
employees around the world. Our people truly
understand the importance of the work we do, and
they demonstrate this by upholding quality in their
respective roles every day. We would like to thank
each of them for their ongoing commitment to our
corporate purpose of improving the health and
quality of people’s lives.
Creating Shareholder Value
In 2024, we grew net cash provided by operating
activities by 24.7% to $638.3 million. This provides a
strong foundation to execute our existing capital
allocation strategy and to expand this strategy so
we can return additional capital to shareholders.
Historically, our capital allocation activities have
included developing internal growth opportunities,
investing in M&A, paying down debt, and returning
Liam Kelly
Chairman, President and
Chief Executive Officer
Thomas E. Powell
Executive Vice President
and Chief Financial Officer
3
most recently, Palette Life Sciences, which we
completed in late 2023. Palette Life Sciences brought
us Barrigel®, a Non-Animal Stabilized Hyaluronic
Acid (NASHA) spacer designed to decrease radiation
side effects to the rectum and improve quality of life
in patients with prostate cancer.2 This next-generation
technology expanded our opportunity in the
Interventional Urology market by approximately
$100 million. We are promoting Barrigel® in the U.S.
through our extensive network of physician call
points and our patient outreach program, and it has
exceeded our revenue expectations thus far. We
are also providing clinical education sessions to
train healthcare providers on the safe and effective
use of this technology. We are sharply focused
on continuing to identify acquisition opportunities
that align with our strengths, and support our
strategy to generate durable long-term growth.
Driving Organic Growth
We drive organic growth in several ways, including
developing and launching new products, introducing
our established portfolios into new markets around
the world, and promoting our high-growth products
across our businesses. In 2024, these strategies
continued to generate strong performance
geographically, especially in EMEA. Our business
units also performed well. In Vascular Access, our
peripheral and central access products generated
strong revenue. In Interventional, we executed a
limited market release of the Ringer™ Perfusion
Balloon Catheter. We also ramped our production
of intra-aortic balloon (IAB) pumps in response to a
sudden market disruption, seizing this opportunity
to meet customer demand while generating
meaningful revenue growth. In Surgical, we drove
adoption of our Titan SGS® Stapler during the year
by executing increased marketing and clinical
education programs, backed by favorable clinical
data from a real-world study.
Building Our CSR Platform
Our business revolves around people, making
Corporate Social Responsibility (CSR) a true priority
across our enterprise. Our CSR activities are
supported by our Core Values, which provide the
foundation for how we conduct ourselves in every
business function, in every part of the world, every
day. In 2024, we continued to advance each tenet
of our CSR program, delivering on our commitments
to ethics and governance, the environment, people,
the community, and sustainable healthcare. Our
diligence in these areas has been recognized
repeatedly. In 2024, Teleflex earned Great Place
to Work commendations in Australia, China, India,
and Malaysia, and we were named to the Forbes
list of Best Places to Work for Engineers.
Moving Forward
We enter 2025 well-positioned for continued growth.
Over the past year, we continued to prove that
Teleflex has the strength and discipline to expand
our business. We invested in R&D, improved adjusted
margins, and delivered steady revenue growth.
We also demonstrated exceptional strength in our
supply chain function, meeting emerging market
needs, delivering outstanding service, and
maintaining both reliability and resilience. As we
move ahead, we will continue to execute our strategy
to drive long-term durable growth across our
products, therapy areas, and geographic regions.
This will include fueling sustainable revenue growth,
expanding margins and earnings, optimizing our
product portfolio, and advancing our CSR program.
In the process, we will continue to focus on
generating the steady, long-term value you—our
valued shareholders—have come to expect.
2 Mariados NF, Orio PF, Schiffman Z, et al. Hyaluronic acid spacer for hypofractionated prostate radiation therapy: a randomized
clinical trial. JAMA Oncol. 2023; e1-e8.
We are expanding our use of enterprise
analytics to improve operational
reporting, helping us to gain insights
and make informed, real-time decisions
across every element of our supply
chain, including manufacturing,
planning, procurement, logistics,
distribution, and quality.
Delivering Reliability
"Our investments in supply
chain resilience enable us to
manage market shifts with
quality, speed, and efficiency."
Our corporate purpose is to improve the health
and quality of people’s lives. One way we bring this
concept to life is by maintaining a strong and
reliable end-to-end supply chain. In fact, our
longstanding commitment to continuous supply
chain improvement has made Teleflex a leader
within our industry, while helping us to optimize our
operations, fuel margins, and generate sustainable
growth. In addition, our strong supply chain helps
us to successfully meet customer needs, enabling
us to deliver an improved customer experience.
In 2024, we delivered record levels of service,
exceeding customer expectations across a range of
functions. A shining example of this unfolded in our
Interventional business. During the year, a key
supplier of intra-aortic balloon (IAB) pumps abruptly
halted production, creating a sudden and
unexpected void in the market. Teleflex reacted
quickly, significantly ramping our IAB pump
production in a short period of time to help meet
the increased demand. This extraordinary effort
required extensive collaboration from a range of
Teleflex business areas. We rose to the challenge,
marshaling multiple resources to fill the need while
maintaining appropriate inventory levels in other
areas, and upholding our stringent quality standards
across the board. Our response to this event
showcased our nimble approach to market
dynamics and underscored our deep commitment
to meeting customer needs. Moreover, our ability
to manage this shift is the direct result of our supply
chain resilience program, which we developed in
2022 and 2023 to identify opportunities to increase
supply chain resiliency across our company’s
leading growth products.
The foundation for our success is our global team
of approximately 8,000 supply chain employees who
work in our network of 11 manufacturing facilities
and 23 distribution centers that encompass two
million square feet. This team makes up the largest
population within Teleflex, and we steadily invest
in them through talent development opportunities,
inclusivity, collaboration, and engagement. As a
result, more than half of our promotions are
internal, and our diverse workforce includes a large
and growing population of workers with disabilities.
(Pictured from left to right) James Winters, Corporate
Vice President, Manufacturing and Supply Chain; Bert
Lane, Vice President, Global Logistics and Distribution;
Andrej Baranek, Global Head of Manufacturing
4
Teleflex | 2024 Annual Report
"Delivering an exceptional customer
experience begins with providing a strong
culture that has people at the center.”
Exceeding Customer
Expectations
We operate in a complex and highly competitive
industry that requires innovative strategies to cultivate
trust with our customers. Within this environment,
Teleflex strives to stand out by fostering a people-
focused culture that drives us to continuously improve
the customer experience at every level. Our dedication
to this goal motivates us to pursue truly differentiated
experiences that build trust and elevate our brand.
Building on this foundation, our customer-centric
culture is strengthened through thoughtfully designed
onboarding and training programs that help our
employees fully grasp the impact our products—and
their work—have on the lives of those who use them.
Our Customer Champions program embodies these
principles by driving meaningful action based on
insights gathered through a robust and continuous
customer listening program. We reinforce this
commitment by rewarding Teleflex employees who
consistently demonstrate customer-centric behaviors,
fostering a shared dedication to enhancing the
customer experience across our company.
Looking forward, we are committed to harnessing
digital tools that can improve the customer experience
and enhance productivity. In the U.S., our myTeleflex
online portal gives customers on-demand access to
order status and history. In 2024, we expanded this
portal into Canada and the United Kingdom, driving
our user population to more than 7,500. Teleflex
Academy is our digital education platform, which
offers clinicians a range of course materials, enabling
them to increase their competency levels at their
own pace. This asset represents a powerful tool
for clinicians to use to advance the standard of care.
We are also investing in data and analytics tools
that enable us to deliver personalized experiences
that drive customer value. These advanced systems
help us to anticipate customer needs, provide timely
updates, and proactively resolve issues before they
arise. Central to this strategy is our Customer 360
program, which centralizes our customer profile and
engagement data into a single, unified view, allowing
employees across Teleflex to access a comprehensive
record of customer interactions with our company.
By leveraging this capability, we can better manage
customer needs, ensure seamless experiences,
and develop tailored engagement strategies that
strengthen our relationships and build trust.
Another vital means we use to drive the customer
experience is by engaging our own employees. We
diligently emphasize culture, training, and employee
satisfaction across our company. In the process, we
create a positive work environment within Teleflex
that inspires our people to deliver exceptional service
to our customers.
Whitney Reynolds
Vice President, Global
Customer Experience
Our CARE principles guide our employees
on how to interact with each other and our
customers. We Connect personally, taking
the time to understand what our customers
value. We Anticipate needs, taking proactive
steps to stay ahead of the curve. We Resolve
things quickly. And we Exceed expectations
to earn trust and loyalty.
CONNECT
personallyC
ANTICIPATE
needsA
RESOLVE
quicklyR
EXCEED
expectationsE
5
Ensuring Quality
"Our relentless focus on quality
represents a true competitive
advantage for Teleflex."
Teleflex has a deep commitment to quality that cuts
across every aspect of our operations, from product
design and distribution, to compliance, regulatory,
and customer service. This relentless focus sets us
apart in the marketplace, enabling us to create
exceptional relationships with vendors, suppliers,
customers, and regulators.
We are sharply focused on driving continued quality
improvement. We measure our progress through
two key metrics: the number of successful external
audits we complete each year, and the number
of field corrective actions we implement. In 2024,
we posted records in both areas, completing
72 external audits, and decreasing our total number
of field corrective actions for another consecutive
year. We also continued to deploy MDR standards
ahead of schedule, reaching nearly 83 percent
compliance across our portfolio by year-end.
We are diligently investing in initiatives that will help
us to continue to raise the bar, including transitioning
our entire enterprise to one Quality Management
System (QMS). This is a significant shift that will
facilitate the exchange of information within Teleflex,
further enabling real-time reporting and supporting
rapid decision-making across our business. During
2024, we made great strides in implementing one
QMS by standardizing change management, records
control, and management review processes, and we
trained thousands of employees on how to implement
our revised procedures. We also consolidated our
regulatory affairs activities under a single global team
during the year. At the close of 2024, we entered a
new phase of QMS deployment, launching our global
electronic platform and unveiling a new Product
Quality Assurance program.
In the months ahead, we plan to continue to
implement one QMS and to expand it worldwide.
We expect these efforts to drive performance and
efficiency, helping us to generate cost reductions
in 2025. These initiatives will strengthen our global
supply chain platform, positioning us to deepen
our partnerships with regulators, and we are
developing a new global outreach strategy to facilitate
this. We will also continue to roll out our Living Quality
initiative. Through Living Quality, we are continuing
to instill a quality mindset across every function of our
organization, by emphasizing a strong connection
to patients and purpose, as well as by prioritizing
education, resource sharing, and recognition.
(Pictured from left to right) Dominik Reterski, Corporate
Vice President, Quality Assurance/Regulatory Affairs;
Padraig Hegarty, Vice President, Quality Assurance/
Global Manufacturing; Nishith Desai, Vice President,
Global Regulatory Affairs
Living Quality means being patient-focused, accountable,
solution-minded, and preventive in everything we do.
6
Teleflex | 2024 Annual Report
Advancing Healthcare
Standards
"We drive business value through programs,
policy, data and advocacy, while advancing
patient care around the world.”
Clinical and Medical Affairs connects Teleflex to
a range of constituents, including healthcare
professionals, patients, regulators, payors, and
policymakers. We fulfill a broad role that includes
conducting clinical trials and generating relevant
evidence for regulators, clinicians, and payors.
We serve as industry opinion leaders, working
with professional societies and government officials
to advance patient care standards, and to promote
health equity and sustainable healthcare globally.
We are also a leader in clinical education, providing
programs that support the safe and effective
use of our products. In 2024, we completed 19,000
clinical education programs, training 272,000
individuals, including healthcare professionals
and our own employees. This training makes a
meaningful difference in patient care, promoting
our goal of improving patient outcomes. We also
share the feedback from our programs with business
leaders throughout Teleflex, supporting their efforts
in M&A, product development, and sustainability.
In 2024, we had an unexpected opportunity
to showcase our commitment to patients and
providers. When a disruption in the marketplace
created a deficit of intra-aortic balloon pumps, we
rapidly shifted our resources to meet the sudden
increase in demand. We dramatically increased
pump production, supported the installation of
significantly more pumps into hospitals than we
had in 2023, and answered more than 12,000
critical support calls. We recognize that our patients
and customers are seeking to partner with providers
who make health equity and sustainable healthcare
a priority, and we are doing our part to promote
these values. This includes emphasizing inclusivity
within our workforce, managing and funding clinical
trials that study all populations that would benefit
from access to our products, and cultivating a strong
podium presence that positions us to advocate
with government officials for vulnerable populations
worldwide. We also leverage our role as an industry
leader to bring awareness to patient safety issues.
Global Clinical and Medical Affairs representatives
are committed to generating knowledge that can
improve the health and quality of people’s lives
through transformative learning, as well as through
disseminating research that supports the safe and
effective use of our products and services.
We reinforce our Living Quality
initiative by offering in-house training
scenarios that enable our employees
to see how the products they develop
are used in real-life medical situations,
highlighting their personal roles in
improving patient outcomes.
Michelle Fox
Corporate Vice President
and Chief Medical Officer
7
8
Teleflex | 2024 Annual Report
Teleflex Chairman's Award
The Teleflex Chairman's Award is our most prestigious corporate honor, celebrating
employees who exemplify our Core Values in the workplace. Each year, we present this award
to select employees who are nominated by their peers for demonstrating exceptional innovation, customer
focus, productivity, and sustainability. Our 2024 Teleflex Chairman's Award winners are:
Scott Moschella, Sineath Deth, Bidur Badal
& Team (Chelmsford, Massachusetts) for meeting
a critical physician and patient need while creating
opportunity for Teleflex. When market shifts sparked
a sudden and unexpected demand for intra-aortic
balloon pumps, the team responded immediately.
By working overtime, hiring additional staff, and
managing raw material supply issues, they quickly
doubled their manufacturing output without
compromising quality.
Chelmsford IAB Pumps Manufacturing Team
Alan O’Neill, Jarlath Lee, Andy Burns, Michelle
Nevin (Athlone, Ireland) for overcoming a series of
market challenges to ensure that Teleflex can continue
to access the raw materials required to develop our
products. When multiple market factors made raw
materials more expensive and difficult to obtain, the
team took action, securing price claw-backs with
suppliers, and amending payment terms on a significant
amount of Teleflex spend, all while reducing backorders
by approximately 50% since the end of 2023.
Procurement Leadership Team
Diana Reyes (Senior HR Manager; Tecate, Mexico) for creating opportunities for people
with disabilities. Diana initiated contact with a government agency that trains people with
disabilities, and helped adapt the Tecate work environment to the unique capabilities of this
population. Today, our Tecate facility employs 16 individuals with disabilities, and Teleflex is
the first company in Tecate to receive the Distinction of Commitment to Human Rights
from the Human Rights Commission of the State of Baja, California.
Mara Dauterman (Senior Manager, Global Biocompatibility & Microbiology; Morrisville,
North Carolina) for creating an in-house program that enabled toxicology to be fully integrated
into the first stages of our New Product Development projects. This helped position Teleflex as
an industry leader to regulators and industry experts, allowing us to participate in key industry
initiatives, including a Research Collaboration Agreement with the FDA that will help shape
regulations related to 510(k) submissions.
Josh Brenizer (Senior Principal Engineer, R&D Product Development; Maple Grove, Minnesota)
for his pivotal role in the launch of the Ringer™ Perfusion Balloon Catheter. When difficulties
arose with respect to the Ringer™ launch, Josh leveraged his vast engineering expertise
to develop an effective solution, helping to bring this product to market. Josh is also adept
at creating high-performing New Product Development teams, and his protocol for this is now
the standard for project teams across Teleflex.
Form 10K
For the fiscal year ended
December 31, 2024
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
For the fiscal year ended December 31, 2024 or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 1-5353
_________________________________________________
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
_________________________________________________
Delaware
23-1147939
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer identification no.)
550 East Swedesford Road, Suite 400, Wayne, Pennsylvania
19087
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (610) 225-6800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
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 ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or
issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant 20,340,357 shares on June 28, 2024
(the last business day of the registrant’s most recently completed fiscal second quarter) was $4,278,187,198(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 46,366,463 shares of Common Stock outstanding as of February 25, 2025.
DOCUMENT INCORPORATED BY REFERENCE:
Certain provisions of the registrant’s definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders, to be filed within
120 days of the close of the registrant’s fiscal year, are incorporated by reference in Part III hereof.
(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, 2024
TABLE OF CONTENTS
Page
PART I
Item 1.
BUSINESS
4
Item 1A.
RISK FACTORS
14
Item 1B.
UNRESOLVED STAFF COMMENTS
29
Item 1C.
CYBERSECURITY
29
Item 2.
PROPERTIES
30
Item 3.
LEGAL PROCEEDINGS
31
Item 4.
MINE SAFETY DISCLOSURES
31
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
32
Item 6.
RESERVED
33
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
33
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
49
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
50
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
50
Item 9A.
CONTROLS AND PROCEDURES
50
Item 9B.
OTHER INFORMATION
50
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
50
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
51
Item 11.
EXECUTIVE COMPENSATION
51
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
51
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
51
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
51
PART IV
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
52
Item 16.
FORM 10-K SUMMARY
54
SIGNATURES
55
2
Information Concerning Forward-Looking Statements
All statements made in this Annual Report on Form 10-K, other than statements of historical fact, are forward-
looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,”
“should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions
typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current
expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in
which we operate. These statements are not guarantees of future performance and are subject to risks and
uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is
expressed or implied by these forward-looking statements due to a number of factors, including:
•
changes in business relationships with and purchases by or from major customers or suppliers;
•
delays or cancellations in shipments;
•
demand for and market acceptance of new and existing products;
•
the impact of inflation and disruptions in our global supply chain on us and our suppliers (particularly sole-
source suppliers and providers of sterilization services), including fluctuations in the cost and availability of
resins and other raw materials, as well as certain components, used in the production or sterilization of our
products, transportation constraints and delays, product shortages, energy shortages or increased energy
costs, labor shortages in the United States and elsewhere, and increased operating and labor costs;
•
our inability to integrate acquired businesses into our operations, realize planned synergies and operate such
businesses profitably in accordance with our expectations;
•
our inability to effectively execute our restructuring programs;
•
our inability to realize anticipated savings resulting from restructuring plans and programs;
•
the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation;
•
changes in Medicare, Medicaid and third-party coverage and reimbursements;
•
the impact of tax legislation and related regulations;
•
competitive market conditions and resulting effects on revenues and pricing;
•
global economic factors, including currency exchange rates, interest rates, trade disputes, tariffs, sovereign debt
issues and international conflicts and hostilities, such as the ongoing conflicts between Russia and Ukraine and
in the Middle East;
•
public health epidemics and pandemics;
•
difficulties entering new markets;
•
general economic conditions; and
•
our ability to complete the proposed separation of our Urology, Acute Care and OEM businesses, the terms and
timing for such transaction, the ability to satisfy any applicable conditions, including the tax-free treatment of the
proposed separation, and the expected benefits.
For a further discussion of the risks relating to our business, see Item 1A, “Risk Factors” in this Annual Report
on Form 10-K. We expressly disclaim any obligation to update these forward-looking statements, except as
otherwise explicitly stated by us or as required by law or regulation.
3
PART I
ITEM 1. BUSINESS
Teleflex Incorporated is referred to herein as “we,” “us,” “our,” “Teleflex” and the “Company.”
THE COMPANY
Teleflex is a global provider of medical technology products that enhance clinical benefits, improve patient and
provider safety and reduce total procedural costs. We primarily design, develop, manufacture and supply single-use
medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in
critical care and surgical applications. We market and sell our products to hospitals and healthcare providers
worldwide through a combination of our direct sales force and distributors. Because our products are used in
numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure.
Our major manufacturing operations are located in the Czech Republic, Malaysia, Mexico and the United States
(the "U.S.").
We are focused on achieving consistent, sustainable and profitable growth and improving our financial
performance by increasing our market share and improving our operating efficiencies through:
•
development of new products and product line extensions;
•
investment in new technologies and broadening the application of our existing technologies;
•
expansion of the use of our products in existing markets and introduction of our products into new geographic
markets;
•
achievement of economies of scale as we continue to expand by utilizing our direct sales force and distribution
network to sell new products, as well as by increasing efficiencies in our sales and marketing organizations,
research and development activities and manufacturing and distribution facilities; and
•
expansion of our product portfolio through select acquisitions, licensing arrangements and business
partnerships that enhance, expand or expedite our development initiatives or our ability to increase our market
share.
Our research and development capabilities, commitment to engineering excellence and focus on low-cost
manufacturing enable us to bring to market cost effective, innovative products that improve the safety, efficacy and
quality of healthcare. Our research and development initiatives focus on developing these products for both existing
and new therapeutic applications, as well as developing enhancements to, and product line extensions of, existing
products. Our portfolio of existing products and products under development consists primarily of Class I and Class
II medical devices, most of which require 510(k) clearance by the U.S. Food and Drug Administration ("FDA") for
sale in the U.S., and some of which are exempt from the requirement to obtain 510(k) clearance. We believe that
seeking 510(k) clearance or qualifying for 510(k)-exempt status reduces our research and development costs and
risks, and typically results in a shorter timetable for new product introductions as compared to the premarket
approval, or PMA, process that would be required for Class III medical devices. See "Government Regulation"
below for additional information.
HISTORY AND RECENT DEVELOPMENTS
Teleflex was founded in 1943 as a manufacturer of precision mechanical push/pull controls for military aircraft.
From this original single market, single product orientation, we expanded and evolved through entries into new
businesses, development of new products, introduction of products into new geographic or end-markets and
acquisitions and dispositions of businesses. Throughout our history, we have continually focused on providing
innovative, technology-driven, specialty-engineered products that help our customers meet their business
requirements.
Beginning in 2007, we significantly changed the composition of our portfolio of businesses, expanding our
presence in the medical device industry, while divesting all of our other businesses, which served the aerospace,
automotive, industrial and marine markets. Following the divestitures of our marine business and cargo container
and systems businesses in 2011, we became exclusively a medical device company.
In 2017, we completed two large scale acquisitions: NeoTract, Inc. ("NeoTract") and Vascular Solutions, Inc.
(“Vascular Solutions”). NeoTract was a medical device company that developed and commercialized the UroLift
System, a minimally invasive medical device for treating lower urinary tract symptoms due to benign prostatic
4
hyperplasia, or BPH. Vascular Solutions was a medical device company that developed and marketed clinical
products for use in minimally invasive coronary and peripheral vascular procedures.
In 2021, we divested certain product lines within our global respiratory product portfolio to Medline Industries,
Inc. (“Medline”) (the "Respiratory business divestiture"). We completed the initial phase of the Respiratory business
divestiture on June 28, 2021. The second and final phase of the Respiratory business divestiture was completed in
December 2023 with the transfer of certain additional manufacturing assets to Medline.
See "Our Products" below and Note 4 to the consolidated financial statements included in this Annual Report on
Form 10-K for additional information.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company
comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care
(consisting of our Respiratory product category, the majority of our Anesthesia product category and certain
products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular
Access product category, most of our products within our Interventional Access and Surgical product categories and
the Vascular Intervention business expected to be acquired from BIOTRONIK SE & Co. KG will remain with Teleflex
Restructuring programs
We continue to execute our footprint realignment and other restructuring programs designed to improve
efficiencies in our manufacturing and distribution facilities and, to a lesser extent, our sales and marketing and
research and development organizations. See Note 5 to the consolidated financial statements included in this
Annual Report on Form 10-K for additional information.
OUR SEGMENTS
During the fourth quarter of 2024, our chief operating decision maker changed the manner in which he reviews
financial information for purposes of assessing business performance and allocating resources solely focusing on
the geographic location. As a result, we changed our segment presentation by incorporating the OEM (Original
Equipment Manufacturer and Development Services) reporting unit into the Americas segment. We now have three
reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). See Note 18 to
the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Each of our three geographic segments provides a comprehensive portfolio of medical technology products
used by hospitals and healthcare providers. However, certain of our products are more heavily concentrated within
certain segments. Our product portfolio is described in the products section below.
The following charts depict our net revenues by reportable operating segment as a percentage of our total
consolidated net revenues for the years ended December 31, 2024, 2023 and 2022:
5
OUR PRODUCTS
Our product categories within our geographic segments include vascular access, anesthesia, interventional,
surgical, interventional urology, respiratory and urology. Each of these categories and the key products sold therein
are described in more detail below.
Vascular Access: Our Vascular Access product portfolio encompasses devices designed to support a variety
of critical care therapies and other medical applications, with an emphasis on reducing vascular-related
complications. These products primarily include our Arrow branded catheters, catheter navigation and tip positioning
systems, and intraosseous (bone access) systems.
Our catheters are designed to support a wide array of clinical procedures, including the administration of
intravenous therapies, the measurement of blood pressure, and the collection of blood samples, all through a single
puncture site. Many of these catheters are equipped with antimicrobial and anti-thrombogenic protection
technologies, which have been demonstrated to reduce the risk of catheter related bloodstream infections, microbial
colonization, and thrombus formation on catheter surfaces.
Our intraosseous access systems are designed for the delivery of medications and fluids in situations where
intravenous access is challenging or not feasible. These systems are particularly effective in emergency, urgent or
medically critical scenarios and are suitable for use in both hospital and pre-hospital settings. Key products in this
line include the EZ-IO Intraosseous Vascular Access System and the Arrow FAST1 Sternal Intraosseous Infusion
System.
Interventional: Our Interventional product category offers devices that facilitate a variety of applications to
diagnose and deliver treatment of coronary and peripheral vascular disease. These products primarily consist of a
diverse portfolio of coronary catheters, structural heart support devices, peripheral intervention products, and
mechanical circulatory support platforms used by interventional cardiologists, interventional radiologists and
vascular surgeons. Clinical benefits of our products include increased vein and artery access, post-procedure
closure, and increased support during complex medical procedures. Our primary product offerings consist of a
portfolio of Arrow branded intra-aortic balloon pumps and catheters, GuideLiner, Turnpike and TrapLiner catheters,
the MANTA Vascular Closure device and Arrow OnControl powered bone biopsy system.
Anesthesia: Our Anesthesia product category is comprised of airway, pain management and hemostatic
product lines that support hospital, emergency medicine and military channels.
Our airway management products and related devices are designed to enable use of standard and advanced
anesthesia techniques in both pre-hospital emergency and hospital settings. Our key products include
laryngoscopes, supraglottic airways, endotracheal tubes and atomization devices, which are branded under our
LMA, Rusch and MAD trade names.
Our pain management product line includes epidurals, catheters and disposable pain pumps for regional
anesthesia, designed to improve patients’ post-operative pain experience, which are branded under our Arrow trade
name.
Our hemostatic products accelerate the body's natural clotting cascade and are used in trauma situations where
bleeding is difficult to control. The portfolio consists of external hemostats used by first responders, interventional
products used in the catheter lab, and trauma products used by trauma surgeons, which are branded under our
QuikClot trade name.
Surgical: Our Surgical product category consists of single-use and reusable devices designed for use in a
variety of surgical procedures. These products primarily consist of metal and polymer ligating clips, fascial closure
surgical systems used in laparoscopic surgical procedures, percutaneous surgical systems, a powered bariatric
stapler, and other surgical instruments used in Ear, Nose and Throat and Cardio-Vascular and Thoracic procedures.
Our significant surgical brands include Weck, MiniLap, Pleur-Evac, Deknatel, KMedic, Pilling and Titan SGS.
Interventional Urology: Our Interventional Urology product category includes the UroLift System, a minimally
invasive technology for treating lower urinary tract symptoms due to benign prostatic hyperplasia, or BPH. The
UroLift System involves the placement of permanent implants, typically through a transurethral outpatient
procedure, that holds the prostate lobes apart to relieve compression on the urethra without cutting, heating or
removing prostate tissue. In 2023, we expanded our product portfolio with the acquisition of Palette Life Sciences
AB (“Palette”), which adds a portfolio of hyaluronic acid gel-based products primarily utilized in the treatment of
6
urological diseases, including Barrigel, a rectal spacing product used in connection with radiation therapy treatment
of prostate cancer. Our Interventional Urology product portfolio is most heavily weighted in our Americas segment.
Respiratory: Our respiratory products are used in a variety of care settings and primarily consist of
humidification and oxygen therapy products. This product category previously included aerosol therapy, spirometry
and ventilation management products, as well as certain other oxygen therapy products, all of which were included
in the Respiratory business divestiture.
Urology: Our urology product portfolio provides bladder management for patients in the hospital and individuals
in the home care markets. The product portfolio consists principally of a wide range of catheters (including Foley
and intermittent), urine collectors, catheterization accessories and products for operative endourology, which are
marketed under the Teleflex and Rusch brand names. Our urology product portfolio is most heavily weighted in our
EMEA segment.
OEM: Our OEM product category designs, manufactures and supplies devices and instruments for other
medical device manufacturers. Our OEM portfolio, which includes the TFX Medical OEM, TFX OEM, Deknatel and
HPC Medical brands, provides custom extrusions, micro-diameter film-cast tubing, diagnostic and interventional
catheters, balloons and balloon catheters, film-insulated fine wire, coated mandrel wire, conductors, sheath/dilator
introducers, specialized sutures and performance fibers, bioabsorbable sutures, yarns and resins. Our OEM product
portfolio is presented within our Americas segment.
OUR MARKETS
We generally serve three end-markets: hospitals and healthcare providers, medical device manufacturers and
home care. These markets are affected by a number of factors, including demographics, utilization and
reimbursement patterns. The following charts depict the percentage of net revenues for the years ended
December 31, 2024, 2023 and 2022 derived from each of our end markets:
GOVERNMENT REGULATION
We are subject to comprehensive government regulation both within and outside the U.S. relating to the
development, manufacture, sale and distribution of our products.
Regulation of Medical Devices in the U.S.
All of our medical devices manufactured or distributed in the U.S. are subject to requirements set forth by the
Federal Food, Drug, and Cosmetic Act (“FDC Act”) and regulations promulgated by the FDA under the FDC Act,
which are enforced by the FDA. The FDA and, in some cases, other government agencies administer requirements
for the methods used in, and the facilities and controls used for, the design, manufacture, packaging, labeling,
storage, installation, servicing, marketing, importing and exporting of all finished devices intended for human use.
Additional FDA requirements include premarket clearance and approval, advertising and promotion, distribution and
post-market surveillance of our medical devices and establishment of registration and device listing for our facilities.
Unless an exemption, pre-amendment grandfather status (that is, medical devices legally marketed in the U.S.
before May 28, 1976) or FDA enforcement discretion applies, each medical device that we market in the U.S. must
7
first receive either clearance as a Class I or, typically, a Class II device (after submitting a premarket notification
(“510(k)”) or approval as a Class III device (after filing a premarket approval application (“PMA”)) from the FDA
pursuant to the FDC Act. To obtain 510(k) clearance, a manufacturer must demonstrate to the FDA that the
proposed device is substantially equivalent to a legally marketed device (a 510(k)-cleared device, a pre-amendment
device for which FDA has not called for PMAs or a device with a de novo authorization), referred to as the
"predicate device." Substantial equivalence is established by the applicant showing that the proposed device has
the same intended use as the predicate device, and it either has the same technological characteristics or has been
shown to be equally safe and effective and does not raise different questions of safety and effectiveness as
compared to the predicate device. The FDA’s 510(k) clearance process requires regulatory competence to execute
and usually takes four to nine months, but it can last longer. A device that is not eligible for the 510(k) process
because there is no predicate device may be reviewed by the FDA through the de novo process (the process for
granting marketing authorization when no substantially equivalent device exists) if the FDA agrees it is a low to
moderate risk device. A device that is not exempt from premarket review and is not eligible for 510(k) clearance or
de novo authorization is categorized as Class III and must follow the PMA approval pathway, which requires proof of
the safety and effectiveness of the device to the FDA’s satisfaction. The process of obtaining PMA approval also
requires specific regulatory competence and is more costly, lengthy and uncertain than the 510(k) or de novo
processes. The PMA process generally takes from one to three years or even longer. Our portfolio of existing
products and pipeline of potential new products consist primarily of Class I (510(k) exempt) and Class II devices that
require 510(k) clearance, although a few are 510(k)-exempt. In addition, certain modifications made to devices after
they receive clearance or approval may require a new 510(k) clearance or approval of a PMA or PMA supplement.
We cannot be sure that 510(k) clearance or PMA approval will be obtained in a timely matter if at all for any device
that we propose to market.
A clinical trial is almost always required to support a PMA application and is sometimes required for a 510(k)
clearance or a de novo authorization. The sponsor of a clinical trial must comply with and conduct the study in
accordance with the applicable federal regulations, including the FDA’s requirements for investigational device
exemption (“IDE”) requirements and good clinical practice (“GCP”). Clinical trials must also be approved, and are
subject to continuing oversight, by an institutional review board ("IRB"), which is an appropriately constituted group
that has been formally designated to review biomedical research involving human subjects and which has the
authority to approve, require modifications to, or disapprove research to protect the rights, safety, and welfare of
human research subjects. The FDA may order the temporary or permanent hold or discontinuation of a clinical trial
at any time, or impose other sanctions, if it believes that the clinical trial either is not being conducted in accordance
with FDA requirements or presents an unacceptable risk to the clinical trial subjects. An IRB may also require the
clinical trial to be halted at a given clinical trial site for failure to comply with the IRB’s requirements or to adequately
ensure the protection of human subjects, or may impose other conditions. Conducting medical device clinical trials
is a complex and costly activity and frequently requires the use of outsourced resources that specialize in planning,
conducting and/or monitoring the clinical trial for the medical device manufacturer.
A device placed on the market must comply with numerous regulatory requirements. Those regulatory
requirements include, but are not limited to, the following:
•
device listing and establishment registration;
•
adherence to the Quality System Regulation (“QSR”), which requires stringent design, testing, control,
documentation, complaint handling and other quality assurance procedures;
•
labeling, including advertising and promotion, requirements;
•
unique device identifier (“UDI”) requirements for device labels, packaging, and, for certain reusable devices,
direct marking of certain reusable devices and for submission of information to FDA’s Global Unique Device
Identification Database (“GUDID”);
•
prohibitions against the promotion of off-label uses or indications;
•
adverse event and malfunction reporting (Medical Device Reports or "MDRs");
•
post-approval restrictions or conditions, potentially including post-approval clinical trials or other required
testing;
•
post-market surveillance requirements;
•
the FDA’s recall authority, whereby it can require or request the recall of products from the market; and
•
reporting and documentation of voluntary corrections or removals.
8
Certain of our medical devices are sold in kits that include a drug component, such as lidocaine. These types of
kits are generally regulated as combination products within the Center for Devices and Radiological Health
("CDRH") under the device regulations because the device provides the primary mode of action of the kit. Although
the kit as a whole is regulated as a medical device, it may be subject to certain drug requirements such as current
good manufacturing practices (“cGMPs”) and adverse drug experience reporting requirements, to the extent
applicable to the drug-component repackaging activities and subject to inspection to verify compliance with cGMPs
as well as other regulatory requirements.
Our manufacturing facilities, as well as those of certain of our suppliers, are subject to periodic and for-cause
inspections by FDA personnel to verify compliance with the QSR (21 CFR Part 820) as well as other regulatory
requirements. Similar inspections and audits are performed by Notified Bodies to verify compliance to applicable
ISO standards (e.g. ISO 13485:2016), by auditing organizations under the Medical Device Single Audit Program
("MDSAP") applicable to regulatory requirements of Australia, Brazil, Canada, Japan and the U.S., and/or by
regulatory authorities to verify compliance with medical device regulations and requirements from the countries in
which we distribute product. If the FDA were to find that we or one or more of our suppliers have failed to comply
with applicable regulations, it could institute a wide variety of enforcement actions, ranging from issuance of a
warning or untitled letter to more severe sanctions, such as product recalls or seizures, civil penalties, consent
decrees, injunctions, criminal prosecution, operating restrictions, partial suspension or total shutdown of production,
refusal to permit importation or exportation, refusal to grant, or delays in granting, clearances or approvals or
withdrawal or suspension of existing clearances or approvals. The FDA also has the authority under certain
circumstances to request repair, replacement or refund of the cost of any medical device manufactured or
distributed by us. Any of these actions could have an adverse effect on our business.
Regulation of Medical Devices Outside of the U.S.
Medical device laws also are in effect in many of the markets outside of the U.S. in which we do business.
These laws range from comprehensive device approval requirements for some or all of our products to requests for
product data or certifications. Inspection of and controls over manufacturing, as well as monitoring of device-related
adverse events, are components of most of these regulatory systems. Manufacturing certification requirements and
audits through the MDSAP program or other regulatory authority inspections also apply. In addition, the European
Union (“EU”) has adopted the EU Medical Device Regulation (the “EU MDR”), which imposes stricter requirements
for the marketing and sale of medical devices as compared to the predecessor Medical Device Directive (the "EU
MDD"), including in the area of clinical evaluation requirements, quality systems, economic operators and post-
market surveillance. The EU MDR went into effect in May 2021. As of the effective date, new and modified devices
must be certified under, and be compliant with, the EU MDR. Devices that previously satisfied EU MDD
requirements can continue to be marketed in the EU, subject to certain limitations, until the expiration of their
current EU MDD certifications, but certain EU MDR requirements went into effect for such devices in May 2021. In
February 2023, the European Parliament and Council approved an amendment to extend the EU MDR certification
deadline for currently marketed devices past May 2024, with December 2027 as the new deadline for highest-risk
devices and December 2028 for lower-risk devices. We will need to obtain new certifications under the EU MDR for
medical devices previously authorized under the EU MDD. As a result, Teleflex will incur expenditures in connection
with the new registration of medical devices that previously had been registered under the MDD. Failure to obtain
EU MDR certifications prior to the expiration of existing EU MDD certifications may limit our ability to sell certain
products in the EU until EU MDR certification is obtained. Failure to meet the applicable EU MDR requirements
could adversely impact our business in the EU and other regions that tie their product registrations to the EU
requirements.
Healthcare Laws
We are subject to various federal, state and local laws in the U.S. targeting fraud and abuse in the healthcare
industry. These laws prohibit us from, among other things, soliciting, offering, receiving or paying any remuneration
to induce the referral or use of any item or service reimbursable under Medicare, Medicaid or other federally or state
financed healthcare programs. Violations of these laws are punishable by imprisonment, criminal fines, civil
monetary penalties and exclusion from participation in federal healthcare programs. In addition, we are subject to
federal and state false claims laws in the U.S. that prohibit the submission of false payment claims under Medicare,
Medicaid or other federally or state funded programs. Certain marketing practices, such as off-label promotion, and
violations of federal anti-kickback laws may also constitute violations of these laws.
In addition, we are subject to various federal and state reporting and disclosure requirements related to the
healthcare industry. Rules issued by the Centers for Medicare & Medicaid Services ("CMS") require us to collect
and report information on payments or transfers of value to physicians, physician assistants, nurse practitioners,
9
clinical nurse specialists, certified registered nurse anesthetists, certified nurse-midwives and teaching hospitals, as
well as investment interests held by physicians and their immediate family members. The reported data is available
to the public on the CMS website. Failure to submit required information may result in civil monetary penalties. In
addition, several states now require medical device companies to report expenses relating to the marketing and
promotion of device products and to report gifts and payments to individual physicians in these states. Other states
prohibit various other marketing-related activities. The federal government and certain other states require the
posting of information relating to clinical studies and their outcomes. The shifting commercial compliance
environment and the need to build and maintain robust and expandable systems to comply with the different
compliance and/or reporting requirements among a number of jurisdictions increases the possibility that a regulated
company may violate one or more of the requirements, resulting in increased compliance costs that could adversely
impact our results of operations.
Further, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act (collectively, the “Affordable Care Act”), imposes regulatory mandates and other measures
designed to contain the cost of healthcare, in addition to annual reporting and disclosure requirements on device
manufacturers for any “transfer of value” made or distributed to physicians or teaching hospitals. Violations of these
laws are punishable by a range of fines, penalties and other sanctions.
Other Regulatory Requirements
We are also subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws applicable in
jurisdictions outside the U.S. that generally prohibit companies and their intermediaries from improperly offering or
paying anything of value to non-U.S. government officials for the purpose of obtaining or retaining business.
Because of the predominance of government-sponsored healthcare systems around the world, most of our
customer relationships outside of the U.S. are with government entities and are therefore subject to such anti-
bribery laws. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world
that have experienced government corruption to some degree, and in certain circumstances, strict compliance with
anti-bribery laws may conflict with local customs and practices. In the sale, delivery and servicing of our medical
devices and software outside of the U.S., we must also comply with various export control and trade embargo laws
and regulations, including those administered by the Department of Treasury’s Office of Foreign Assets Control
(“OFAC”) and the Department of Commerce’s Bureau of Industry and Security (“BIS”) which may require licenses or
other authorizations for transactions relating to certain countries and/or with certain individuals identified by the U.S.
government. Despite our global trade and anti-corruption compliance program, our internal control policies and
procedures may not always protect us from liability for the reckless or criminal acts committed by our employees,
distributors or other agents. Violations of these requirements are punishable by criminal or civil sanctions, including
substantial fines and imprisonment.
COMPETITION
The medical device industry is highly competitive. We compete with many companies, ranging from small start-
up enterprises to companies that are larger and more established than us and have access to significantly greater
financial resources. Furthermore, extensive product research and development and rapid technological advances
characterize the market in which we compete. We must continue to develop and acquire new products and
technologies for our businesses to remain competitive. We believe that we compete primarily on the basis of clinical
superiority and innovative features that enhance patient benefit, product reliability, performance, customer and sales
support, and cost-effectiveness.
SALES AND MARKETING
Our product sales are made directly to hospitals, healthcare providers, distributors and to original equipment
manufacturers of medical devices through our own sales forces, independent representatives and independent
distributor networks.
BACKLOG
Most of our products are sold to hospitals or healthcare providers on orders calling for delivery within a few days
or weeks, with longer order times for products sold to medical device manufacturers. Therefore, our backlog of
orders is not indicative of revenues to be anticipated in any future 12-month period.
PATENTS AND TRADEMARKS
We own a portfolio of patents, patents pending and trademarks. We also license various patents and
trademarks. Patents for individual products extend for varying periods based upon the date of patent filing or grant
10
and the legal term of patents in the various countries where patent protection is obtained. Trademark rights may
potentially extend for longer periods of time and are dependent upon national laws and use of the marks. All product
names throughout this document are trademarks owned by, or licensed to, us or our subsidiaries. Although these
have been of value and are expected to continue to be of value in the future, we do not consider any single patent
or trademark, except for the Teleflex name and the Arrow brand, to be essential to the operation of our business.
SUPPLIERS AND MATERIALS
Materials used in the manufacture and sterilization of our products are purchased from a large number of
suppliers in diverse geographic locations. We are not dependent on any single supplier for a substantial amount of
the materials used, the components supplied and the sterilization services provided for our overall operations. Most
of the materials, components and sterilization services we utilize are available from multiple sources, and where
practical, we attempt to identify alternative suppliers. However, our ability to establish alternate sources of supply of
materials and sterilization services may be delayed due to FDA and other regulatory authority requirements
regarding the manufacture and sterilization of our products. Volatility in commodity prices, and freight costs, can
have a significant impact on the cost of producing and supplying certain of our products.
RESEARCH AND DEVELOPMENT
We are engaged in both internal and external research and development. Our research and development efforts
support our strategic objectives to provide innovative new, safe and effective products that enhance clinical value by
reducing infections, improving patient and clinician safety, enhancing patient outcomes and enabling less invasive
procedures.
We also acquire or license products and technologies that are consistent with our strategic objectives and
enhance our ability to provide a full range of product and service options to our customers.
SEASONALITY
Portions of our revenues are subject to seasonal fluctuations. The incidence of flu and other disease patterns
and, to a lesser extent, the frequency of elective medical procedures affect revenues related to single-use
products. Historically, we have experienced higher sales in the fourth quarter as a result of these factors.
HUMAN CAPITAL
As of December 31, 2024, we employed approximately 14,100 employees, including 4,000 employees in the
U.S. and 10,100 employees in 35 other countries around the world. Our global supply chain employees make up
60% of the total employee population and are located primarily in Mexico, Malaysia, the U.S. and the Czech
Republic. Our commercial organization comprises 20% of the global employee base. The remaining 20% of
employees work in various corporate functions, based in each of our locations.
We believe our employees are a significant differentiating factor and play a critical role in our ability to deliver on
our commitments to patients and execute our strategy to our customers and shareholders. This was reinforced in
2024 with the roll-out of our new employer brand and its tagline: "Empowering your future in healthcare." Our
management team places significant focus and attention on matters affecting our people, particularly our
commitment to our Core Values, capability development, total rewards and diversity, as well as how each employee
experiences our culture.
Inclusive Culture
The inclusive culture of our organization is critical to the human capital we attract, develop and retain and who,
in turn, contribute to the results and success of our company. Our culture is framed by our Core Values – building
trust, entrepreneurial spirit and making our workplace fun, with people at the center of all we do. We strive to
develop and sustain our culture by embedding these values in all aspects of our organization, including our human
capital strategies.
At Teleflex, our Core Values define our company, shape our inclusive culture, guide our business practices, and
direct the way we interact with our stakeholders. The inclusivity of our culture is embedded in our activities,
decisions, governance, and innovations, all contributing to the achievement of accessible, equitable and sustainable
healthcare for all.
Across the organization, our Employee Resources Groups (ERGs), which are open to all employees, extend to
each of our four regions and provide our people with employee-driven communities. These communities focus on
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initiatives such as supporting working parents and caregivers, coordinating mentorship and development
opportunities, promoting cultural awareness and understanding, and connecting employees with shared
experiences, interests or backgrounds.
We continue our efforts to cultivate a representative and inclusive workforce that reflects the communities in
which we work and serve. These efforts are supported through engaging and partnering with local organizations,
educational institutions and recruiting firms for a variety of opportunities in Teleflex including vacancies, co-op
placements and internships. In partnering with local organizations, we are better able to address how we can best
serve and support marginalized populations in our communities. Some representative examples from our global
supply chain include:
•
In our Mexico and Malaysia manufacturing sites, we have implemented a hiring and onboarding program
supporting employees with special needs. This has had a tremendous impact on our contribution to the
local community, as well as in our employee engagement and sense of purpose.
•
In our North American Distribution Center, we have implemented a program focused on hiring candidates
coming from a disadvantaged or vulnerable background. This program has also had a very meaningful
impact on our local community and employee engagement.
Talent Management, Development and Learning
We are committed to providing our employees with opportunities for growth, development, and career
advancement and to building a high-performance culture that supports our Core Values throughout the employee
lifecycle. We have a clear talent management process that provides regular coaching check-ins between employees
and their managers to review the employee’s developmental objectives and career progression. We also regularly
review our talent portfolio and succession plans to ensure we can deliver on our company strategy.
In addition, we offer several internal educational and training resources to employees throughout our
organization. Among these resources is the Teleflex Academy, a curriculum that provides learning opportunities for
our employees to further develop their skills and receive training across broad subject areas such as leadership;
communications; sales; customer service; and business acumen.
Total Rewards
Our commitment to our employees is to provide fair, equitable and competitive compensation and benefits
packages to all employees globally. To that end we continuously review and calibrate employee roles and
responsibilities to ensure we are offering equal pay for equal work, and we actively manage our global
compensation and benefit programs to ensure we can attract and retain the critical human capital we need to
continue to deliver on our commitments to employees, customers, patients and shareholders. We believe our
compensation and benefits offering is aligned to competitive market pay levels and, along with our culture and Core
Values, acts to incentivize the right behaviors and actions to achieve the best results for the organization. We
structure our compensation to include a mix of pay components of base salary, short-term cash incentives and long-
term incentives. We offer employees health, welfare and retirement benefits and have implemented policies
addressing paid time off, flexible work schedules, employee assistance, parental leave and family benefits, among
others.
In 2021 and 2023, we performed an in-depth pay equity analysis on the pay practices within our organization.
As part of that analysis on our compensation programs, no systemic gender bias was identified and within the
United States, no systemic ethnicity bias was identified. We continue to explore where we can expand our pay
equity analyses in the jurisdictions in which we operate. We conduct pay equity analyses on a regular, periodic
basis to ensure we continue to align to our commitments and Core Values.
Environmental, Health and Safety
Our Environmental Health and Safety (EHS) vision is to protect the safety and health of Teleflex personnel and
the environments in which we operate. We have a vested interest in protecting our most valuable assets – our
employees. Everyone is a steward of EHS, fostering a culture of being actively responsible in all our operations. We
remain fully committed to complying with all relevant EHS legislation and to achieving our vision. We have and will
continue to expend resources to construct, maintain, operate, and improve our facilities across the globe for
environmental, health, safety and sustainability of our operations for the protection and benefit of our employees
and others. Further, we understand that our environment is both complex and delicate, and we prioritize managing
and limiting the impact our business has on the environment as part of our Zero Harm Culture. As we continue to
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review our commitments to environmental sustainability, we have initiated programs to track and lower our
consumption of energy, water and gas as well as reduce waste and the use of hazardous materials. In addition, we
have developed an EHS program focused in the areas of training our personnel with respect to, deploying and
auditing global EHS standards as well as other programs to engage our employees on EHS initiatives.
ENVIRONMENTAL
We are subject to various environmental laws and regulations both within and outside the U.S. Our operations,
like those of other medical device companies, involve the use of substances regulated under environmental laws,
primarily in manufacturing and sterilization processes. While we continue to devote resources to compliance with
existing environmental laws and regulations, we cannot ensure that our costs of complying with current or future
environmental protection, health and safety laws and regulations, including, without limitation, those related to
climate change, will not exceed our estimates or will not have a material adverse effect on our business, financial
condition, results of operations and cash flows. Further, we cannot ensure that we will not be subject to
environmental claims for personal injury or cleanup in the future based on our past, present or future business
activities.
INVESTOR INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Therefore, we file reports, proxy statements and other information with the Securities and
Exchange Commission (SEC). The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that file electronically with the SEC.
You can access financial and other information about us in the Investors section of our website, which can be
accessed at www.teleflex.com. We make available through our website, free of charge, copies of our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed
with or furnished to the SEC under Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after electronically filing or furnishing such material to the SEC. The information on our website is not part of this
Annual Report on Form 10-K. The reference to our website address is intended to be an inactive textual reference
only.
We are a Delaware corporation incorporated in 1943. Our executive offices are located at 550 East Swedesford
Road, Suite 400, Wayne, PA 19087.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names and ages of our executive officers and the positions and offices held by each such officer are as
follows:
Name
Age
Positions and Offices with Company
Liam J. Kelly
58
Chairman, President and Chief Executive Officer
Thomas E. Powell
63
Executive Vice President and Chief Financial Officer
Cameron P. Hicks
60
Corporate Vice President, Human Resources and Communications
Daniel V. Logue
51
Corporate Vice President, General Counsel and Secretary
Jay White
51
Corporate Vice President and President, Global Commercial
James Winters
52
Corporate Vice President, Manufacturing and Supply Chain
Mr. Kelly has been our President and Chief Executive Officer since January 2018 and has been Chairman of
our Board of Directors since May 2020. From May 2016 to December 31, 2017, Mr. Kelly served as our President
and Chief Operating Officer. From April 2015 to April 2016, he served as Executive Vice President and Chief
Operating Officer. From April 2014 to April 2015, Mr. Kelly served as Executive Vice President and President,
Americas. From June 2012 to April 2014 Mr. Kelly served as Executive Vice President and President, International.
He also has held several positions with regard to our EMEA segment, including President from June 2011 to
June 2012, Executive Vice President from November 2009 to June 2011, and Vice President of Marketing from
April 2009 to November 2009. Prior to joining Teleflex, Mr. Kelly held various senior level positions with Hill-Rom
Holdings, Inc., a medical device company, from October 2002 to April 2009, serving as its Vice President of
International Marketing and R&D from August 2006 to February 2009.
Mr. Powell has been our Executive Vice President and Chief Financial Officer since February 2013. From
March 2012 to February 2013, Mr. Powell was Senior Vice President and Chief Financial Officer. He joined Teleflex
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in August 2011 as Senior Vice President, Global Finance. Prior to joining Teleflex, Mr. Powell served as Chief
Financial Officer and Treasurer of Tomotherapy Incorporated, a medical device company, from June 2009 until
June 2011. In 2008, he served as Chief Financial Officer of Textura Corporation, a software provider. From
April 2001 until January 2008, Mr. Powell was employed by Midway Games, Inc., a software provider, serving as its
Executive Vice President, Chief Financial Officer and Treasurer from September 2001 until January 2008.
Mr. Powell has also held leadership positions with Dade Behring, Inc., PepsiCo, Bain & Company, Tenneco Inc. and
Arthur Andersen & Company.
Mr. Hicks has been our Corporate Vice President, Human Resources and Communications since April 2013.
Prior to joining Teleflex, Mr. Hicks served as Executive Vice President of Human Resources & Organizational
Effectiveness for Harlan Laboratories, Inc., a private global provider of pre-clinical and non-clinical research
services, from July 2010 to March 2013. From April 1990 to January 2010, Mr. Hicks held various leadership roles
with MDS Inc., a provider of products and services for the development of drugs and the diagnosis and treatment of
disease, including Senior Vice President of Human Resources for MDS’ global Pharma Services division from
November 2000 to January 2010.
Mr. Logue has been our Corporate Vice President, General Counsel and Secretary since January 2021. Mr.
Logue joined Teleflex in 2004 and previously held the positions of Deputy General Counsel from February 2017 to
December 2020, Associate General Counsel from March 2013 to January 2017 and Assistant General Counsel from
June 2004 to February 2013. Prior to joining Teleflex, Mr. Logue was an associate at the law firm of Pepper
Hamilton LLP (now Troutman Pepper Locke LLP) from September 1999 to June 2004.
Mr. White has been our Corporate Vice President and President, Global Commercial since February 2021.
From February 2017 to January 2021, Mr. White served as our President, The Americas, and from December 2013
to January 2017 he served as President and General Manager, Vascular. From January 2013 to November 2013,
Mr. White served as our President and General Manager, Surgical. Prior to that, he served as our Vice President
and General Manager, Surgical from January 2010 to December 2012. Mr. White joined Teleflex in March 2005 as
our Director of Marketing, North America. Prior to joining Teleflex, Mr. White worked at Covidien plc (now part of
Medtronic plc) where he held senior leadership positions in sales and marketing over a five-year period.
Mr. Winters has been our Corporate Vice President, Manufacturing and Supply Chain since February 2020. He
previously held the position of Vice President, Global Manufacturing from March 2018 to January 2020. Prior to
joining Teleflex, Mr. Winters held various senior management and operational roles with the DePuy Synthes division
of Johnson & Johnson, a healthcare company, from August 2005 to February 2018. Most recently, Mr. Winters
served as Vice President of Global Manufacturing for Global Joint Reconstruction for DePuy Synthes from February
2015 to February 2018. Prior to that, Mr. Winters served as Plant Manager for the DePuy Synthes Ireland
Manufacturing Operation.
Our officers are elected annually by our board of directors. Each officer serves at the discretion of the board.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider
the following factors which could have a material adverse effect on our business, financial condition, results of
operations, cash flows or stock price. The risks below are not the only risks we face. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our
business, financial condition, results of operations or stock price.
Risks Relating to our Business and Operations
We face strong competition. Our failure to successfully develop and market new products could
adversely affect our business.
The medical device industry is highly competitive. We compete with many domestic and foreign medical device
companies ranging from small start-up enterprises that might sell only a single or limited number of competitive
products or compete only in a specific market segment, to companies that are larger and more established than us,
have a broad range of competitive products, participate in numerous markets and have access to significantly
greater financial and marketing resources than we do. We also face competition from providers of alternative
medical therapies, such as pharmaceutical companies. For example, though their long-term impact remains
uncertain, the increased use and the recent FDA approval of glucagon-like peptide 1 ("GLP-1") products for the
treatment of chronic weight management has impacted the demand for bariatric surgery procedures and our Titan
SGS product line acquired as part of our 2022 acquisition of Standard Bariatrics Inc.
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In addition, the medical device industry is characterized by extensive product research and development and
rapid technological advances. The future success of our business will depend, in part, on our ability to design and
manufacture new products and enhance existing products. Our product development efforts may require us to make
substantial investments. There can be no assurance that we will be able to successfully develop new products,
enhance existing products or achieve market acceptance of our products, due to, among other things, our inability
to identify viable new products; maintain sufficient liquidity to fund our investments in research and development
and product acquisitions; obtain adequate intellectual property protection; gain market acceptance of new
products; or successfully obtain regulatory approvals.
In addition, our competitors currently may be developing, or may develop in the future, products that provide
better features, clinical outcomes or economic value than those that we currently offer or subsequently develop. Our
failure to successfully develop and market new products or enhance existing products, and to compete successfully
with others in the medical device industry, could have a material adverse effect on our business, financial condition
and results of operations.
Finally, we are susceptible to industry consolidation among competitors and vertical integration by customers.
Larger competitors resulting from consolidations may have certain advantages over us, including, but not limited to:
substantially greater financial and other resources with which to withstand adverse economic or market conditions
and pursue development, engineering, manufacturing, marketing and distribution of their products; presence in key
markets; patent protection; and greater name recognition. In addition, we may be at a competitive disadvantage to
our peers if we fail to identify attractive opportunities to consolidate with larger or smaller companies to expand our
business. Consolidation among our competitors and integration among our customers could erode our market
share, negatively impact our capacity to compete and require us to restructure our operations, any of which would
have a material adverse effect on our business.
Our customers depend on third party coverage and reimbursements, and the failure of healthcare
programs to provide sufficient coverage and reimbursement for our medical products could adversely
affect us.
The ability of our customers to obtain coverage and reimbursement for our products is important to our
business. Demand for many of our existing and new medical products is, and will continue to be, affected by the
extent to which government healthcare programs and private health insurers reimburse our customers for patients’
medical expenses in the countries where we do business. Even when we develop or acquire a promising new
product, demand for the product may be limited unless reimbursement approval is obtained from private and
government third party payors. Internationally, healthcare reimbursement systems vary significantly. In some
countries, medical centers are constrained by fixed budgets, regardless of the volume and nature of patient
treatment. Other countries require application for, and approval of, government or third party reimbursement.
Without both favorable coverage determinations by, and the financial support of, government and third party
insurers, the market for many of our medical products would be adversely affected. In this regard, we cannot be
sure that third party payors will maintain the current level of coverage and reimbursement to our customers for use
of our existing products. Adverse coverage determinations, including reductions in the amount of reimbursement,
could harm our business by discouraging customers’ selection of, and reducing the prices they are willing to pay for,
our products.
In addition, as a result of their purchasing power, third party payors have implemented and are continuing to
implement cost cutting measures such as seeking discounts, price reductions or other incentives from medical
products suppliers and imposing limitations on coverage and reimbursement for medical technologies and
procedures. These trends could compel us to reduce prices for our products and could cause a decrease in the size
of the market or a potential increase in competition that could negatively affect our business, financial condition and
results of operations.
Moreover, the growing trend in the United States and other countries toward limiting healthcare expenses
through cost containment measures may continue to exert downward pressure on our product pricing. Governments
in the markets in which we do business have used a variety of mechanisms to control healthcare costs, such as
price controls, collective purchasing, and the imposition of competitive bidding and tenders. For example, China has
implemented regional and national programs for volume-based procurement of medical device products designed to
reduce healthcare costs, which require manufacturers to meet specific quality, quantity and pricing requirements to
be awarded tenders. Volume-based procurement and similar programs in China and other countries are likely to
have an adverse impact on future results due to reduced pricing.
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We are subject to extensive government regulation, which may require us to incur significant expenses
to ensure compliance. Our failure to comply with those regulations could have a material adverse effect on
our business, results of operations, financial condition and cash flows.
Our products are medical devices and are subject to extensive regulation in the U.S. by the FDA and by
comparable government agencies in other countries. The regulations govern, among other things, the development,
design, clinical testing, premarket clearance and approval, manufacturing, labeling, importing and exporting and
sale and marketing of many of our products. Moreover, these regulations are subject to future change.
In the U.S., before we can market a new medical device, or a new use of, or claim for, or significant modification
to, an existing product, we generally must first receive either 510(k) clearance or de novo authorization or approval
of a premarket approval application, or PMA, from the FDA. Similarly, most major markets for medical devices
outside the U.S. also require clearance, approval, authorization or compliance with certain standards before a
product can be commercially marketed. In the EU, the EU MDR went into effect in May 2021 and includes
significant additional pre- and post-market requirements. The process of obtaining regulatory clearances and
approvals to market a medical device, particularly from the FDA and certain foreign government authorities, can be
costly and time consuming, and clearances and approvals might not be granted for new products on a timely basis,
if at all. In addition, once a device has been cleared or approved, a new clearance or approval may be required
before the device may be modified or its labeling changed. Furthermore, the FDA or a foreign government authority
may make its review and clearance or approval process more rigorous, which could require us to generate
additional clinical or other data, and expend more time and effort, in obtaining future product clearances or
approvals. The regulatory clearance and approval process may result in, among other things, delayed realization of
product revenues, substantial additional costs or limitations on indicated uses of products, any one of which could
have a material adverse effect on our financial condition and results of operations. Even after a product has
received marketing approval or clearance, such product approval or clearance can be withdrawn or limited due to
unforeseen problems with the device or issues relating to its application, or the FDA or a foreign government
authority may change the classification of a product, which could require additional clinical studies and new
marketing submissions.
Failure to comply with applicable regulations could lead to adverse effects on our business, which could include:
•
partial suspension or total shutdown of manufacturing;
•
product shortages;
•
delays in product manufacturing;
•
warning or untitled letters;
•
fines or civil penalties;
•
delays in or restrictions on obtaining new regulatory clearances or approvals;
•
withdrawal or suspension of required clearances, approvals or licenses;
•
product seizures or recalls;
•
injunctions;
•
criminal prosecution;
•
advisories or other field actions;
•
operating restrictions; and
•
prohibitions against exporting of products to, or importing products from, countries outside the U.S.
We could be required to expend significant financial and human resources to remediate failures to comply with
applicable regulations and quality assurance guidelines. In addition, civil and criminal penalties, including exclusion
under Medicaid or Medicare, could result from certain regulatory violations. Any one or more of these events could
have a material adverse effect on our business, financial condition and results of operations.
Medical devices are cleared or approved for one or more specific intended uses and performance claims must
be adequately substantiated. Promoting a device for a use outside of the cleared or approved intended use or
population, that is, an off-label use, or making false, misleading or unsubstantiated claims could result in
government enforcement action.
Furthermore, our facilities are subject to periodic inspection by the FDA and other federal, state and foreign
government authorities, which require manufacturers of medical devices to adhere to certain regulations, including
the FDA’s QSR, which requires, among other things, periodic audits, design controls, quality control testing and
documentation procedures, as well as complaint evaluations and investigation. In addition, any facilities assembling
16
kits that include drug components and are registered as drug repackaging establishments are also subject to
current good manufacturing practices requirements for drugs. The FDA also requires the reporting of certain
adverse events and product malfunctions and requires the reporting of certain recalls or other field safety corrective
actions for medical devices. Issues identified through such inspections and reports may result in FDA enforcement
action through any of the actions discussed above. Moreover, issues identified through such inspections and reports
may require significant resources to resolve.
We are subject to healthcare fraud and abuse laws, regulation and enforcement; our failure to comply
with those laws could have a material adverse effect on our results of operations and financial condition.
We are subject to healthcare fraud and abuse regulation and enforcement by the federal government and the
governments of those states and foreign countries in which we conduct our business. The laws that may affect our
ability to operate include:
•
the federal healthcare anti-kickback statute, which, among other things, prohibits persons from knowingly and
willfully offering or paying remuneration, one purpose of which is to induce either the referral of an individual for,
or the purchase, order or recommendation of, any good or service for which payment may be made under
federal healthcare programs such as Medicare and Medicaid, or soliciting payment for such referrals,
purchases, orders and recommendations;
•
federal false claims laws which, among other things, prohibit individuals or entities from knowingly presenting, or
causing to be presented, false or fraudulent claims for payment from the federal government, including
Medicare, Medicaid or other third-party payors;
•
the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits schemes to
defraud any healthcare benefit program and false statements relating to healthcare matters; and
•
state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may
apply to items or services reimbursed by any third-party payor, including commercial insurers.
If our operations are found to be in violation of any of these laws or any other government regulations, we may
be subject to penalties, including civil and criminal penalties, damages, fines, the curtailment or restructuring of our
operations, the exclusion from participation in federal and state healthcare programs and imprisonment of
personnel, any of which could adversely affect our ability to operate our business and our financial results. The risk
of our being found to have violated these laws is increased by the fact that many of them have not been fully
interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations.
Further, the Affordable Care Act, through the Physician Payments Sunshine Act, imposes annual reporting and
disclosure requirements on device manufacturers for any “transfer of value” made or distributed to physicians or
teaching hospitals, physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse
anesthetists (including anesthesiology assistants) and certified nurse-midwives. The reported information is made
publicly available in a searchable format. In addition, device manufacturers are required to report and disclose any
ownership or investment interests held by physicians and their immediate family members during the preceding
calendar year. Failure to submit required information may result in civil monetary penalties for each payment,
transfer of value or ownership or investment interests not reported in an annual submission, up to an aggregate of
$150,000 per year (and up to an aggregate of $1 million per year for “knowing failures”), as adjusted annually for
inflation.
There are also certain states, including Connecticut, Massachusetts, and Vermont, that require device
manufacturers to track and report payments or transfers of value provided to certain health care providers and
health care entities. In addition, some states, such as California, Connecticut, Nevada and Massachusetts, mandate
implementation of compliance programs that include restrictions on certain interactions and items of value that may
be provided to health care providers, as well as the tracking and reporting of certain items of value, compensation
for consulting and other services, and other remuneration to healthcare providers. Further, we are subject to a law in
Vermont that imposes a ban on providing certain items of value and payments to health care providers. The shifting
commercial compliance environment and the need to build and maintain robust and expandable systems to comply
with the different compliance and/or reporting requirements among a number of jurisdictions increases the
possibility that we may inadvertently violate one or more of the requirements, resulting in increased compliance
costs that could adversely impact our results of operations.
We may not be successful in achieving expected operating efficiencies and sustaining or improving
operating expense reductions, and may experience business disruptions associated with restructuring,
facility consolidations, realignment, cost reduction and other strategic initiatives.
17
Over the past several years we have implemented a number of restructuring, realignment and cost reduction
initiatives, including facility consolidations, organizational realignments and reductions in our workforce, and we may
engage in similar efforts in the future. While we have realized some efficiencies from these initiatives, we may not
realize the benefits of these or future initiatives to the extent we anticipated. Further, such benefits may be realized
later than expected, and the ongoing difficulties in implementing these measures may be greater than anticipated,
which could cause us to incur additional costs or result in business disruptions. In addition, if these measures are
not successful or sustainable, we may be compelled to undertake additional restructuring, realignment and cost
reduction efforts, which could result in significant additional charges. Moreover, if our restructuring, realignment and
cost reduction efforts prove ineffective, our ability to achieve our strategic and business plan goals may be
adversely affected.
As part of our efforts to increase operating efficiencies, we have implemented a number of initiatives over the
past several years to consolidate our enterprise resource planning, or ERP, systems. In addition, we currently are in
the early stages of a multi-year phased conversion to upgrade our global ERP system to mitigate the risks
associated with our vendor's planned end of support for the current version of our existing ERP system. This
conversion will represent a substantial undertaking and require the investment of significant personnel and financial
resources. To date, we have not experienced any significant disruptions to our business or operations in connection
with these initiatives. However, as we continue our efforts to upgrade and further consolidate our ERP systems, we
could experience business disruptions, which could adversely affect customer relationships and divert the attention
of management away from daily operations. In addition, any delays in the implementation of these initiatives could
cause us to incur additional unexpected costs. Should we experience such difficulties, our business, cash flows and
results of operations could be adversely affected.
Disruptions in sterilization of our products or regulatory initiatives further restricting the use of
ethylene oxide in sterilization facilities could adversely affect our results of operations and financial
condition.
Many of our products require sterilization prior to sale. A common method for sterilizing medical products
involves the use of ethylene oxide, which is listed as a hazardous air pollutant under the Clean Air Act, as amended,
and emissions of which are regulated by the U.S. Environmental Protection Agency ("EPA") and other regulatory
authorities. Companies in the sterilization industry may face private litigation that could result in financial difficulties
that could ultimately make it difficult or undesirable for such companies to continue in the sterilization business. In
addition, sterilization activities are subject to substantial governmental oversight and attention that could disrupt
their operations. One of our contract sterilizers, Sterigenics U.S., LLC, uses ethylene oxide in its sterilization
process, including at its facilities in Smyrna, Cobb County, Georgia and Santa Teresa, New Mexico, which have
sterilized some of our vascular, surgical, intermittent catheter and OEM products. In recent years, Sterigenics'
operations at both its Smyrna and Santa Teresa facilities have been subject to legal proceedings related to the
facilities' use of ethylene oxide in their sterilization operations. While both plants are currently operating normally,
should their operations be suspended or adversely affected, our ability to provide affected products to our
customers could be impaired if we are unable to utilize alternate facilities and sources for sterilization services.
In addition, in 2019, the attorneys general of 15 states and the District of Columbia sent a letter to the EPA
urging that the EPA promptly propose and finalize stricter standards for ethylene oxide emissions. Subsequently, the
EPA solicited information and comments from the public on proposed revisions to regulations regarding ethylene
oxide emissions and collected information from commercial sterilizers about ethylene oxide sterilization processes
and emissions. In April 2023, the EPA released a proposed rule under the Clean Air Act that would require
commercial sterilizers to install pollution control equipment to reduce ethylene oxide emissions and implement
methods to continuously monitor emissions and report results to the EPA. In April 2024, the EPA issued the final
version of the rule, establishing new standards for ethylene oxide emissions for commercial sterilizers. Sterilizers
must comply with the new standards by April 6, 2026, or April 5, 2027, depending on certain characteristics of
existing operations, or upon startup for new operations. Failure of our contract sterilizers to achieve compliance with
the final rule by the applicable deadline would significantly impair our ability to provide sufficient quantities of
sterilized products to our customers and compel us to seek sterilization alternatives that do not entail the use of
ethylene oxide. We cannot assure that we would be able to identify such alternatives. In the event we were to
experience any disruptions in our ability to sterilize our products, whether due to capacity constraints or regulatory
or other impediments (including, among other things, regulatory initiatives directed generally to sterilization facilities
that utilize ethylene oxide), or we are unable to transition to alternative facilities in a timely or cost effective manner
in the event one or more of the facilities we use is affected, we could experience a material adverse impact with
respect to our results of operations and financial condition.
18
A significant portion of our U.S. revenues is derived from sales to distributors, and “destocking”
activity by these distributors can adversely affect our revenues and results of operations.
A significant portion of our revenues in the U.S. is derived from sales to distributors, which, in turn, sell our
products to hospitals and other health care institutions. From time to time, these distributors may decide to reduce
their levels of inventory with regard to certain of our products, a practice we refer to as “destocking.” A distributor's
decision to reduce inventory levels with respect to our products may be based on a number of factors, such as
distributor expectations regarding demand for a particular product, distributor buying decisions (including decisions
to purchase competing products), changes in distributor policies regarding the maintenance of inventory levels,
economic conditions and other factors. Following such instances of reduced purchases, distributors may revert to
previous purchasing levels; nevertheless, we cannot assure that distributors will, in fact, increase purchases of our
products in this manner. A decline in the level of product purchases by our U.S. distributors in the future could have
a material adverse effect on our revenues and results of operations during a reporting period, and an extended
decline in such product purchases could have a longer term material adverse effect.
We may incur material losses and costs as a result of product liability and warranty claims, as well as
product recalls, any of which may adversely affect our results of operations and financial condition.
Furthermore, our reputation as a medical device company may be damaged if one or more of our products
are, or are alleged to be, defective.
Our businesses expose us to potential product liability risks related to the design, manufacture, labeling and
marketing of our products. In particular, our medical device products are often used in surgical and intensive care
settings for procedures involving seriously ill patients. In addition, many of our products are designed to be
implanted in the human body for varying periods of time. Product defects or inadequate disclosure of product-
related risks with respect to products we manufacture or sell could result in patient injury or death. Product liability
and warranty claims often involve very large or indeterminate amounts, including punitive damages. The magnitude
of potential losses from product liability lawsuits may remain unknown for substantial periods of time, and the
related legal defense costs may be significant. We could experience material warranty or product liability losses in
the future and incur significant costs to defend these claims.
In addition, if any of our products are, or are alleged to be, defective, we may voluntarily conduct, or be required
by regulatory authorities to conduct, a recall of that product. In the event of a recall, we may lose sales and be
exposed to individual or class-action litigation claims. Moreover, negative publicity regarding a quality or safety
issue, whether accurate or inaccurate, could harm our reputation, decrease demand for our products, lead to
product withdrawals or impair our ability to successfully launch and market our products in the future. Product
liability, warranty and recall costs may have a material adverse effect on our business, financial condition, results of
operations and cash flows.
Volatility in domestic and global financial markets, including inflation, interest rate fluctuations, and
global supply chain disruptions, could adversely impact our results of operations, financial condition and
liquidity.
We are subject to risks arising from adverse changes in general domestic and global economic conditions,
including inflation, interest rate fluctuations, and supply chain disruptions. The economic slowdown and disruption of
credit markets that occurred several years ago led to recessionary conditions and depressed levels of consumer
and commercial spending, resulting in reductions, delays or cancellations of purchases of our products and
services. We cannot predict the duration or extent of any economic recovery or the extent to which our customers
will return to more typical spending behaviors. The continuation in a number of markets of weak economic growth,
constricted credit, public sector austerity measures in response to public budget deficits and foreign currency
volatility, particularly with respect to the euro, could have a material adverse effect on our results of operations,
financial condition and liquidity.
Although we maintain allowances for doubtful accounts to cover the estimated losses which may occur when
customers cannot make their required payments, we cannot assure that the loss rate will not increase in the future
given the volatility in the worldwide economy. If our allowance for doubtful accounts is insufficient to address
receivables we ultimately determine are uncollectible, we would be required to incur additional charges, which could
materially adversely affect our results of operations. Moreover, our inability to collect outstanding receivables could
adversely affect our financial condition and cash flow from operations.
In addition, adverse economic and financial market conditions may result in future impairment charges with
respect to our goodwill and other intangible assets, which would not directly affect our liquidity but could have a
material adverse effect on our reported financial results.
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Our strategic initiatives, including acquisitions, may not produce the intended growth in revenue and
operating income, which could have a material adverse effect on our operating results.
Our strategic initiatives include making significant investments designed to achieve revenue growth and to
enable us to meet or exceed margin improvement targets. If we do not achieve the expected benefits from these
investments or otherwise fail to execute on our strategic initiatives, we may not achieve the growth improvement we
are targeting, and our results of operations may be adversely affected.
In addition, as part of our strategy for growth, we have made, and may continue to make, acquisitions and
divestitures and enter into strategic alliances such as joint ventures and joint development agreements. However,
we may not be able to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions
successfully, and our joint ventures or strategic alliances may not prove to be successful. In this regard, acquisitions
involve numerous risks, including difficulties in the integration of acquired operations, technologies, services and
products and the diversion of management’s attention from other business concerns. Moreover, the products and
technologies that we acquire may not be successful or may require us to devote significantly greater development,
marketing and other resources, as well as significantly greater investments, than we anticipated. We could also
experience negative effects on our results of operations and financial condition from acquisition-related charges,
amortization of intangible assets, asset and goodwill impairment charges and other matters that could arise in
connection with the acquisition of a company or business, including matters related to internal control over financial
reporting and regulatory compliance, as well as the short-term effects of increased costs on results of
operations. Although our management will endeavor to evaluate the risks inherent in any particular transaction,
there can be no assurance that we will identify all such risks or the magnitude of the risks. In addition, prior
acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial additional
indebtedness and expenditures. Future acquisitions may also result in potentially dilutive issuances of equity
securities. There can be no assurance that difficulties encountered in connection with acquisitions will not have a
material adverse effect on our business, financial condition and results of operations.
In connection with certain of our completed acquisitions, we have agreed to pay consideration that is contingent
upon the achievement of specified objectives, such as receipt of regulatory approval, commercialization of a product
or achievement of sales targets. As of the acquisition date, we record a contingent liability representing the
estimated fair value of the contingent consideration we expect to pay. On a quarterly basis, we reassess these
obligations and, in the event our estimate of the fair value of the contingent consideration changes, we record
increases or decreases in the fair value as an adjustment to operating earnings, which could have a material impact
on our results of operations. As of December 31, 2024, we accrued $49.3 million of contingent consideration related
to completed business combinations, most of which related and Palette. In addition, actual payments may differ
materially from the amount of the contingent liability, which could have a material impact on our results of
operations, cash flows and liquidity. For information regarding assumptions related to our contingent consideration
liabilities, see “Critical Accounting Policies and Estimates” under Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations included in this Annual Report on Form 10-K. For additional
information regarding our acquisitions, see Note 4 to the consolidated financial statements included in this Annual
Report on Form 10-K.
Our results of operations and financial condition may be adversely affected by public health epidemics
or pandemics, as occurred with respect to the recent COVID-19 epidemic and pandemic.
We are subject to risks associated with public health threats, such as the recent COVID-19 epidemic and
pandemic. As with COVID-19, such events could significantly impact economic activity and markets around the
world and, as a result, have negative effects on our operations, financial performance and cash flows. Such effects
would depend on various factors, including, but not limited, to: the occurrence, spread, duration and severity of any
outbreaks; governmental, business and individuals’ actions that may be taken in response to an epidemic or
pandemic (including restrictions on travel, transport and workforce pressures, and deferrals or postponements of
elective procedures); the impact of such a crisis, and actions taken in response thereto, on global and regional
economies, travel and economic activity; the availability of federal, state, local or non-U.S. funding programs;
general economic uncertainty in key global markets and financial market volatility; global economic conditions and
levels of economic growth; and the timing and pace of recovery as such a crisis subsides, which could be impacted
by a number of factors, including limited provider capacity to perform procedures using our products that were
deferred as a result of the epidemic or pandemic.
These and other impacts of epidemics or pandemics could have the effect of heightening many of the other
risks described herein. We might not be able to predict or respond to all impacts on a timely basis to prevent near-
or long-term adverse impacts to our results. However, these effects could have an adverse impact on our liquidity,
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capital resources, operations and business and those of the third parties on which we rely, and such impact could
be material.
Health care reform may have a material adverse effect on our industry and our business.
Political, economic and regulatory developments have effected fundamental changes in the healthcare industry.
The Affordable Care Act substantially changed the way health care is financed by both government and private
insurers. It also encourages improvements in the quality of health care products and services and significantly
impacts the U.S. pharmaceutical and medical device industries. Among other things, the Affordable Care Act:
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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 other healthcare reform measures that may be adopted in the
future on our financial condition, results of operations and cash flows. In this regard, several legislative initiatives to
repeal and replace the Affordable Care Act have been proposed, but not adopted, since its passage. U.S. tax
legislation adopted in December 2017 and commonly referred to as the Tax Cuts and Jobs Act ("TCJA") eliminated
the individual mandate under the Affordable Care Act, which has resulted in increased uncertainty regarding
insurance premium prices for participants in insurance exchanges under the act, and may have other effects. While
several recent legal challenges to the Affordable Care Act have been unsuccessful, further challenges may be
mounted in the future. The nature and effect of any modification or repeal of, or legislative substitution for, the
Affordable Care Act, or any court decision regarding the act's validity, is uncertain, and we cannot predict the effect
that any of these events would have on the longer-term viability of the act, or on our financial condition, results of
operations or cash flows.
We are subject to risks associated with our non-U.S. operations.
We have significant manufacturing and distribution facilities, research and development facilities, sales
personnel and customer support operations in a number of countries outside the U.S., including Belgium, the Czech
Republic, Ireland, Malaysia and Mexico. In addition, a significant portion of our non-U.S. revenues are derived from
sales to third party distributors. As of December 31, 2024, 73% of our full-time employees were employed in
countries outside of the U.S., and 57% of our net property, plant and equipment was located outside the U.S. In
addition, for the years ended December 31, 2024, 2023 and 2022, 38%, 37% and 36%, respectively, of our net
revenues (based on the Teleflex entity generating the sale) were derived from operations outside the U.S.
Our international operations are subject to risks inherent in doing business outside the U.S., including:
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exchange controls, currency restrictions and fluctuations in currency values;
•
trade protection measures, tariffs and other duties, especially in light of trade disputes between the U.S. and
several foreign countries, including China;
•
potentially costly and burdensome import or export requirements;
•
laws and business practices that favor local companies;
•
changes in foreign medical reimbursement policies and procedures;
•
impacts on pricing due to national and regional tenders, including volume-based procurement practices and
government-imposed payback provisions;
•
subsidies or increased access to capital for firms that currently are or may emerge as competitors in countries in
which we have operations;
•
substantial non-U.S. tax liabilities, including potentially negative consequences resulting from changes in tax
laws;
•
restrictions and taxes related to the repatriation of non-U.S. earnings;
•
differing labor regulations;
•
additional U.S. and foreign government controls or regulations;
•
public health epidemics;
•
difficulties in the protection of intellectual property; and
•
unsettled political and economic conditions and possible terrorist attacks against American interests.
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In addition, the U.S. Foreign Corrupt Practices Act (the “FCPA”) prohibits companies and their intermediaries
from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Similar anti-
bribery laws are in effect in several foreign jurisdictions. The FCPA also imposes accounting standards and
requirements on publicly traded U.S. corporations and their foreign affiliates, which, among other things, are
intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments to
government officials, and to prevent the establishment of “off the books” slush funds from which such improper
payments can be made. Because of the predominance of government-sponsored health care systems around the
world, many of our customer relationships outside of the U.S. are with government entities and are therefore subject
to such anti-bribery laws. Our policies mandate compliance with these anti-bribery laws. However, we operate in
many parts of the world that have experienced government corruption to some degree. Despite meaningful
measures that we undertake to facilitate lawful conduct, which include training and compliance programs and
internal control policies and procedures, we may not always prevent reckless or criminal acts by our employees,
distributors or other agents. In addition, we may be exposed to liability due to pre-acquisition conduct of employees,
distributors or other agents of businesses or operations we acquire. Violations of anti-bribery laws, or allegations of
such violations, could disrupt our operations, involve significant management distraction and have a material
adverse effect on our business, financial condition, results of operations and cash flows. We also could be subject to
severe penalties and other adverse consequences, including criminal and civil penalties, disgorgement of profits,
imposition of a court-appointed or compliance monitor, debarment from participation in U.S. government contracts,
substantial expenditures related to further enhancements to our procedures, policies and controls, personnel
changes and other remedial actions, as well as harm to our reputation.
Furthermore, we are subject to the export controls and economic embargo rules and regulations of the U.S.,
including the Export Administration Regulations and trade sanctions against embargoed countries, which are
administered by the Office of Foreign Assets Control within the Department of the Treasury, as well as other laws
and regulations administered by the Department of Commerce. These regulations limit our ability to market, sell,
distribute or otherwise transfer our products or technology to prohibited countries or persons. While we train our
employees and contractually obligate our distributors to comply with these regulations, we cannot assure that a
violation will not occur, whether knowingly or inadvertently. Failure to comply with these rules and regulations may
result in substantial civil and criminal penalties, including fines and the disgorgement of profits, the imposition of a
court-appointed monitor, the denial of export privileges and debarment from participation in U.S. government
contracts, any of which could have a material adverse effect on our international operations or on our business,
results of operations, financial condition and cash flows.
Additionally, in connection with the ongoing conflict between Russia and Ukraine, the U.S. government has
imposed enhanced export controls on certain products and sanctions on certain industry sectors and parties in
Russia. Although our sales into Russia did not constitute a material portion of our total revenue in 2024, further
escalation of geopolitical tensions, including as a result of the imposition of additional economic sanctions, could
have a broader impact that expands into other markets where we do business, which could adversely affect our
business and/or our supply chain, business partners or customers in the broader region.
Finally, with respect to tariffs and trade disputes, the Trump administration has proposed or enacted tariffs and
substantial changes to trade policies, which could adversely affect our business. For example, the Trump
administration has imposed tariffs on certain foreign products, including most recently from Canada, Mexico and
China, that in the past have resulted in and may result in future retaliatory tariffs on U.S. goods and products. We
cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to
tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control
restrictions), or what actions may be taken by the other countries in retaliation, or the impact, if any, that any policy
changes could have on our business. Any of the foregoing could have a material adverse effect on our financial
condition, results of operations or cash flows.
Future material impairments to the value of our goodwill or other intangible assets would negatively
affect our operating results.
Goodwill and intangible assets represent a significant portion of our assets. Goodwill is the excess of cost, or
carrying value, over the fair market value of net assets acquired in business combinations. We test annually during
the fourth quarter for any goodwill impairment, and also test in periods where changes in circumstances indicate
that the carrying value of our goodwill assets may not be recoverable. Impairment charges could result from
adverse changes to our earnings forecasts, our strategic goals, or broader macroeconomic conditions. If, due to
such adverse changes, we are required to write down all or a significant part of our goodwill, our operating results
would be negatively affected.
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As described more fully in Item 7 and Note 8 to the consolidated financial statements of this Annual Report on
Form 10-K, in connection with preparing the financial statements for the year ended December 31, 2024, we
determined that the carrying value of the IU reporting unit exceeded its fair value, and we therefore recognized an
impairment charge of $240 million in the goodwill impairment line in the Consolidated Statements of Income. The
charge was primarily driven by the recognition of intensifying competition in the industry and sustained revenue
short-falls due to persistent end-market challenges. We anticipate this combination of price and volume challenges
is likely to continue to impact future growth rates of the IU reporting unit. Continued adverse changes to
macroeconomic conditions or our earnings forecasts would lead to additional goodwill impairment charges and such
charges would negatively affect our results of operations.
Foreign currency exchange rate, commodity price and interest rate fluctuations may adversely affect
our results.
We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange
rates, commodity prices and interest rates. Products manufactured in, and sold into, foreign markets represent a
significant portion of our operations. Our consolidated financial statements reflect translation of financial statements
denominated in non-U.S. currencies to U.S. dollars, our reporting currency, as well as the foreign currency
exchange gains and losses resulting from the remeasurement of assets and liabilities and from transactions
denominated in currencies other than the primary currency of the country in which the entity operates, which we
refer to as "non-functional currencies." A strengthening or weakening of the U.S. dollar in relation to the foreign
currencies of the countries in which we sell or manufacture our products, such as the euro, will affect our
U.S. dollar-reported revenue and income. Although we have entered into forward contracts with several major
financial institutions to hedge a portion of our monetary assets and liabilities and projected cash flows denominated
in non-functional currencies in order to reduce the effects of currency rate fluctuations, changes in the relative
values of currencies may, in some instances, have a significant effect on our results of operations.
Many of our products have significant plastic resin content. We also use quantities of other commodities, such
as aluminum and steel. Increases in the prices of these commodities could increase the costs of our products and
services. We may not be able to pass on these costs to our customers, particularly with respect to those products
we sell under group purchase agreements, which could have a material adverse effect on our results of operations
and cash flows.
Increases in interest rates may adversely affect the financial health of our customers and suppliers, thereby
adversely affecting their ability to buy our products and supply the components or raw materials we need. In
addition, our borrowing costs have been adversely affected by recent interest rate increases and could be further
affected if interest rates continue to increase. Any of these events could have a material adverse effect on our
financial condition, results of operations and cash flows.
Fluctuations in our effective tax rate and changes to tax laws may adversely affect us.
As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. Our
effective tax rate is derived from a combination of applicable tax rates in the various countries, states and other
jurisdictions in which we operate. In preparing our financial statements, we estimate the amount of tax that will
become payable in each of these jurisdictions. Our effective tax rate may, however, differ from the estimated amount
due to numerous factors, including a change in the mix of our profitability from country to country. Further, many
countries continue to consider changes in their tax laws by implementing new initiatives such as the Organization
for Economic Co-operation and Development’s (the "OECD") Pillar Two global minimum tax, which will likely impact
the amount of taxes that multinational companies such as Teleflex pay in the future. Various countries have already
enacted or are in the process of incorporating the Pillar Two framework within their tax laws. While we continue to
monitor these changes and their potential implications, the aggressive nature of the timeline set by the OECD for
adoption of this framework, the lack of detailed guidance provided to date and the complexities surrounding its
implementation may mean that all implications for business may not have been fully analyzed or understood before
rules are finalized. Any of these factors could cause us to experience an effective tax rate significantly different from
previous periods or our current expectations, which could have an adverse effect on our business, financial
condition, results of operations and cash flows.
An interruption in our manufacturing or distribution operations or our supply of raw materials may
adversely affect our business.
Many of our key products are manufactured at or distributed from single locations, and the availability of
alternate facilities is limited. If operations at one or more of our facilities is suspended due to natural disasters or
other events, including, without limitation, those due to climate change, we may not be able to timely manufacture or
23
distribute one or more of our products at previous levels or at all. Furthermore, our ability to establish replacement
facilities or to substitute suppliers may be delayed due to regulations and requirements of the FDA and other
regulatory authorities regarding the manufacture of our products. In addition, in the event of delays or cancellations
in shipments of raw materials by our suppliers, we may not be able to timely manufacture or supply the affected
products at previous levels or at all. The manufacture of our products is highly exacting and complex, due in part to
strict regulatory requirements. Problems in the manufacturing process, including equipment malfunction, failure to
follow specific protocols and procedures, defective raw materials and environmental factors, could lead to delays in
product releases, product shortages, unanticipated costs, lost revenues and damage to our reputation. A failure to
identify and address manufacturing problems prior to the release of products to our customers may also result in
quality or safety issues. A reduction or interruption in manufacturing or distribution, or our inability to secure suitable
alternative sources of raw materials or components or finished goods used in our kits, could have a material
adverse effect on our business, results of operations, financial condition and cash flows.
Our ability to attract, train, develop and retain key employees is important to our success.
Our success depends, in part, on our ability to continue to retain key personnel, including our executive officers
and other members of our senior management team. Our success also depends, in part, on our ability to attract,
train, develop and retain other key employees, including research and development, sales, marketing and
operations personnel. We may experience difficulties in retaining executives and other employees due to many
factors, including the intense competition for skilled personnel in our industry, fluctuations in global economic and
industry conditions, changes in our organizational structure, our restructuring initiatives, competitors’ hiring practices
and the effectiveness of our compensation programs.
Our inability to attract, train, develop and retain such personnel could have an adverse effect on our business,
results of operations, financial condition and cash flows.
Our failure to maintain strong relationships with physicians and other health care professionals could
adversely affect us.
We depend on our ability to maintain strong working relationships with physicians and other healthcare
professionals in connection with research and development for some of our products. We rely on these
professionals to provide us with considerable knowledge and advice regarding the development and use of these
products. Physicians assist us as researchers, product consultants, inventors and public speakers. If we fail to
maintain our working relationships with physicians and, as a result, no longer have the benefit of their knowledge
and advice, our products may not be developed in a manner that is responsive to the needs and expectations of the
professionals who use and support our products, which could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
Our technology is important to our success, and our failure to protect our intellectual property rights
could put us at a competitive disadvantage.
We rely on the patent, trademark, copyright and trade secret laws of the U.S. and other countries to protect our
proprietary rights. Although we own numerous U.S. and foreign patents and have submitted numerous patent
applications, we cannot be assured that any pending patent applications will issue, or that any patents, issued or
pending, will provide us with any competitive advantage or will not be challenged, invalidated or circumvented by
third parties. In addition, we rely on confidentiality and non-disclosure agreements with employees and take other
measures to protect our know-how and trade secrets. The steps we have taken may not prevent unauthorized use
of our technology by competitors or other persons who may copy or otherwise obtain and use these products or
technology, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent
as in the U.S. We cannot assure that current and former employees, contractors and other parties will not breach
their confidentiality agreements with us, misappropriate proprietary information, copy or otherwise obtain and use
our information and proprietary technology without authorization or otherwise infringe on our intellectual property
rights. Our inability to protect our proprietary technology could adversely affect our business, financial condition,
results of operations and cash flows. Moreover, there can be no assurance that others will not independently
develop know-how and trade secrets comparable to ours or develop better technology than our own, which could
reduce or eliminate any competitive advantage we have developed.
Our products or processes may infringe the intellectual property rights of others, which may cause us
to pay unexpected litigation costs or damages or prevent us from selling our products.
We cannot be certain that our products do not and will not infringe issued patents or other intellectual property
rights of third parties. We may be subject to legal proceedings and claims in the ordinary course of our business,
including claims of alleged infringement of the intellectual property rights of third parties. Any such claims, whether
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or not meritorious, could result in litigation and divert the efforts of our personnel. If we are found liable for
infringement, we may be compelled to enter into licensing agreements (which may not be available on acceptable
terms or at all) or to pay damages or cease making or selling certain products. We may need to redesign some of
our products or processes to avoid future infringement liability. Any of the foregoing events could be detrimental to
our business.
Other pending and future litigation may involve significant costs and adversely affect our business.
We are party to various lawsuits and claims arising in the normal course of business involving, among other
things, contracts, intellectual property, acquisitions and divestitures, import and export regulations, and employment
and environmental matters. The defense of these lawsuits may divert our management’s attention and may involve
significant legal expenses. In addition, we may be required to pay damage awards or settlements, or become
subject to injunctions or other equitable remedies, that could have a material adverse effect on our financial
condition and results of operations. While we do not believe that any litigation in which we are currently engaged
would have such an adverse effect, the outcome of litigation, including regulatory matters, is often difficult to predict,
and we cannot assure that the outcome of pending or future litigation will not have a material adverse effect on our
business, financial condition, results of operations or cash flows.
Disruption of critical information systems or material breaches in the security of our systems may
adversely affect our business and customer relationships.
We rely on information technology systems to process, transmit, and store electronic information in our day-to-
day operations. We also rely on our technology infrastructure, among other functions, to enable us to interact with
customers and suppliers, fulfill orders, generate invoices, collect and make payments, ship products, provide
support to customers, fulfill contractual obligations and otherwise perform business functions. Our internal
information technology systems, as well as those systems maintained by third-party providers, may be subjected to
computer viruses or other malicious codes, unauthorized access attempts, and cyber-attacks, any of which could
result in data leaks or otherwise compromise our confidential or proprietary information and disrupt our operations.
Cyber-attacks are becoming more sophisticated and frequent, and in some cases have caused significant harm.
Although we have taken numerous measures to protect our information systems and enhance data security, we
cannot assure that these measures will prevent security breaches that could have a significant impact on our
business, reputation and financial results. If we fail to monitor, maintain or protect our information technology
systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to these
systems, we could, among other things, lose customers, have difficulty preventing fraud, have disputes with
customers, physicians and other health care professionals, be subject to regulatory sanctions or penalties, incur
expenses, lose revenues or suffer other adverse consequences. Any of these events could have a material adverse
effect on our business, results of operations, financial condition or cash flows.
Our operations expose us to the risk of material environmental and health and safety liabilities.
We are subject to numerous foreign, federal, state and local environmental protection and health and safety
laws governing, among other things:
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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
25
our products and facilities as well as the infrastructure of hospitals, medical care facilities and other customers,
reduced workforce availability, increased costs of raw materials and components, increased liabilities, and
decreased revenues than what we have experienced in the past from such events. In addition, increased public
concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of
climate change, which could include the adoption of more stringent environmental laws and regulations or stricter
enforcement of existing laws and regulations, which could result in increased compliance burdens and costs to meet
the regulatory obligations as well as adverse impacts on raw material sourcing, manufacturing operations and the
distribution of our products. These include the new climate-related disclosure requirements and similar regulations
established by California, the EU, and other international regulatory bodies concerning, among other things,
sustainability, environmental protection, hazardous substance control, and the measuring and reporting of
environmental data such as greenhouse gas emissions. Any such developments could have a material adverse
effect on our business, results of operations, financial condition and cash flows.
Our workforce covered by collective bargaining and similar agreements could cause interruptions in our
provision of products and services.
As of December 31, 2024, 6% of our employees in the U.S. and in other countries were covered by union
contracts or collective bargaining arrangements. It is likely that a portion of our workforce will remain covered by
collective bargaining and similar agreements for the foreseeable future. Strikes or work stoppages could occur that
would adversely impact our relationships with our customers and our ability to conduct our business.
The proposed separation of our Urology, Acute Care and OEM businesses may not be completed on the
terms or timeline currently contemplated, if at all.
We recently announced the proposed separation of Urology, Acute Care and OEM businesses. We may
encounter challenges to executing the proposed separation of our Urology, Acute Care and OEM businesses on the
terms and within the timeframe we announced, or at all. The separation will be subject to the satisfaction of a
number of customary conditions, including, but not limited to, the final approval from the Company’s Board of
Directors, the filing and effectiveness of a registration statement on Form 10, the receipt of a favorable Internal
Revenue Service ruling and tax opinion the Company’s tax advisor with respect to the tax-free nature of the
separation, the satisfactory completion of financing arrangements and the receipt of any necessary regulatory
approvals. The failure to satisfy any of the required conditions could delay the completion of the proposed
separation for a significant period of time or prevent it from occurring at all. Additionally, it is complex in nature, and
unanticipated developments or changes, including disruptions in general market conditions, changes in law or
challenges in executing the separation of the two businesses, may affect our ability to complete the separation on
the terms or on the timeline we announced, or at all. The terms and conditions of the required regulatory
authorizations and consents that are granted, if any, may also impose requirements, limitations or costs, or place
restrictions on the conduct of the independent companies or impact our ability to complete the separation on the
terms or timeline we announced, or at all.
Although we intend for the proposed separation to be tax-free to the Company’s stockholders for U.S. federal
income tax purposes, there can be no assurance that the proposed separation will qualify for such treatment. The
IRS ruling and opinion described above will be each based upon various factual representations and assumptions,
as well as certain undertakings made by the Company and the new independent company. If any of these factual
representations or assumptions are, or become, untrue or incomplete in any material respect, an undertaking is not
complied with, or the facts upon which the ruling and opinion are based are materially different from the actual facts
relating to the separation, reliance on the ruling and opinion may be jeopardized. If the separation was ultimately
determined to be taxable for U.S. federal income tax purposes, we would incur a significant tax liability, while the
distribution of shares of the new independent company to the Company’s stockholders would become taxable to
them for U.S. federal income tax purposes and the new independent company could incur income tax liabilities as
well. In addition, even if the separation is tax-free for U.S. federal income tax purposes, the Company and the new
independent company may incur state, local, non-U.S. and/or non-income taxes in connection with the separation,
including as a result of the incorporation of the OECD’s Pillar Two global minimum tax framework into local country
tax laws, which taxes may be significant.
We will be exposed to new risks as a result of the proposed separation. The proposed separation may
not achieve its anticipated benefits, or our costs may exceed our estimates.
Our businesses will face material challenges in connection with the proposed separation. These challenges
include, without limitation, the diversion of management’s attention from ongoing business concerns; appropriately
allocating assets and liabilities among the companies to be separated in the proposed separation, particularly given
26
the complex nature of the separation; attracting, retaining and motivating key management and other employees;
retaining existing, or attracting new, business and operational relationships, including with customers, distributors,
suppliers, employees and other counterparties; maintaining our relationships with regulators; assigning customer
contracts and intellectual property to each of the businesses; and potential negative reactions from the financial
markets.
We have begun and will continue to incur significant expenses in connection with the proposed separation.
These expenses may be higher than currently anticipated or may not yield a discernible benefit if the proposed
separation is not completed on schedule or at all. In addition, the anticipated benefits of the proposed separation
are based on a number of assumptions, some of which may prove incorrect, and we cannot predict with certainty
when the expected benefits will occur, or the extent to which they will be achieved. As a result, even if the proposed
separation is completed, it may not achieve some or all of the anticipated strategic, financial, operational or other
benefits in the expected timeframe, or at all, which could adversely impact our business, results of operations or
financial condition.
Further, even if the proposed separation is completed, we cannot assure you that each separate company will
be successful. Completion of the separation will result in independent public companies that are smaller, less
diversified companies, with more limited businesses concentrated in their respective verticals than Teleflex is today.
As a result, each company will be more vulnerable to changing market conditions, which could have a material
adverse effect on its business, financial condition and results of operations. In addition, the diversification of
revenues, costs and cash flows will diminish, such that each company’s results of operations, cash flows, working
capital, effective tax rate and financing requirements may be subject to increased volatility, and each company’s
ability to fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities
may be diminished. In addition, we may experience difficulty accessing, or reduced access to, the capital markets or
increased cost of borrowings, including as a result of a credit rating downgrade. Each company will also incur one-
time and ongoing costs, including costs of operating as independent companies, that the separated businesses will
no longer be able to share. In addition, until the market has fully analyzed the values of the separate companies, the
price of our common stock and common stock of the new company may experience volatility. Our common stock or
the common stock of the new company may not match some holders’ investment strategies or meet the minimum
criteria for inclusion in stock market indices or portfolios, which could cause certain investors to sell their shares,
which could in turn lead to declines in the trading price of such stock. As a result of any of the foregoing or other
risks, the combined value of the common stock of the two publicly traded companies may be less than what the
value of our common stock would have been absent the separation.
Risks Relating to our Financing Arrangements
Our substantial indebtedness could adversely affect our business, financial condition or results of
operations.
As of December 31, 2024, we had total consolidated indebtedness of $1.7 billion.
Our substantial level of indebtedness increases the risk that we may be unable to generate cash sufficient to
satisfy our debt obligations. It could also have significant effects on our business. For example, it could:
•
increase our vulnerability to general adverse economic and industry conditions;
•
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness,
thereby reducing the availability of our cash flow to fund capital expenditures, research and development efforts
and other general corporate expenditures;
•
limit our ability to borrow additional funds for general corporate purposes;
•
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•
restrict us from pursuing business opportunities; and
•
place us at a disadvantage compared to competitors that have less indebtedness.
If we do not generate sufficient cash flow from operations or if future borrowings are not available to us in an
amount sufficient to pay our indebtedness when due or to fund our other liquidity needs, we may be forced to
refinance all or a portion of our indebtedness, sell assets, reduce or delay capital expenditures, or seek to raise
additional capital.
We may not be able to effect any of these actions on commercially reasonable terms or at all. Our ability to
refinance our indebtedness will depend on our financial condition at the time, the restrictions in the instruments
governing our outstanding indebtedness and other factors, including market conditions.
27
Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure
our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business,
financial condition and results of operations.
Our debt agreements impose restrictions on our business, which could prevent us from pursuing
business opportunities and taking other desirable corporate actions, and may adversely affect our ability to
respond to changes in our business and manage our operations.
Our senior credit agreement and the indentures governing our 4.625% senior notes due 2027 (the "2027
Notes") and our 4.25% Senior Notes due 2028 (the "2028 Notes" and, together with the 2027 Notes, the "Senior
Notes") contain covenants that, among other things, impose significant restrictions on our business. The restrictions
that these covenants place on us and our restricted subsidiaries collectively include limitations on our and their
ability to, among other things, incur additional indebtedness or issue preferred stock or otherwise disqualified stock;
create liens; pay dividends, make investments or make other restricted payments; sell assets; merge, consolidate,
sell or otherwise dispose of all or substantially all of our assets; and enter into transactions with our affiliates.
In addition, our senior credit agreement also contains financial covenants, including covenants requiring
maintenance of a consolidated leverage ratio, a secured leverage ratio and a consolidated interest coverage ratio,
calculated in accordance with the terms of the senior credit agreement. A breach of any covenants under any one or
more of our debt agreements could result in a default, which if not cured or waived, could result in the acceleration
of all of our debt. In addition, any debt agreements we enter into in the future may further limit our ability to enter
into certain types of transactions.
Under our cross-currency swap agreements, a meaningful decline in the U.S. dollar to euro exchange
rate could have a material adverse effect on our cash flows.
We have entered into cross-currency swap agreements with several financial institutions to hedge against the
effect of variability in the U.S. dollar to euro exchange rate. The swap agreements require an exchange of the
notional amounts between us and the counterparties upon expiration or earlier termination of the agreements. If, at
the expiration or earlier termination of the swap agreements, the U.S. dollar to euro exchange rate has declined
from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the
excess of the U.S. dollar value over the euro principal amount (we and the counterparties have agreed to a net
settlement with regard to the exchange of the notional amounts at the date of expiration or earlier termination of the
agreements). In the event of a significant decline in the U.S. dollar to euro exchange rate, our payment obligations
to the counterparties could have a material adverse effect on our cash flows. In this regard, if, at the expiration or
earlier termination of our swap agreements, the U.S. dollar to euro exchange rate has declined by 10% from the
rate in effect at the inception of our agreements, we would be required to pay approximately $75 million to the
counterparties in respect of the notional settlement. To the extent we enter into additional cross-currency swap
agreements, a decline in the relevant exchange rates could further adversely affect our cash flows.
Risks Relating to Ownership of our Common Stock
We may issue additional shares of our common stock or instruments convertible into our common
stock, which could cause the price of our common stock to decline.
We are not restricted from issuing additional shares of our common stock or other instruments convertible into
our common stock. As of December 31, 2024, we had outstanding approximately 46.3 million shares of our common
stock, options to purchase 1.4 million shares of our common stock (of which approximately 1.1 million were vested
as of that date), restricted stock units covering 0.2 million shares of our common stock (which are expected to vest
over the next three years), performance stock units covering a maximum of 111,696 shares of our common stock
(which are expected to vest over the next three years and depend on our performance with regard to specified
financial measures and market performance of our common stock compared to designated public companies) and
38 shares of our common stock to be distributed from our deferred compensation plan. As of December 31, 2024,
3.6 million shares of our common stock remained available for future issuance under our 2023 Stock Incentive Plan.
We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our
common stock.
If we issue additional shares of our common stock or instruments convertible into our common stock, such
issuances may materially and adversely affect the price of our common stock. Furthermore, our issuance of shares
upon the exercise of some or all of the outstanding stock options, as well as the vesting of restricted stock units and
some or all of the performance stock units will dilute the ownership interests of existing stockholders, and the
28
subsequent sale in the public market of such shares of our common stock could adversely affect prevailing market
prices of our common stock.
We may not pay dividends on our common stock in the future.
Holders of our common stock are entitled to receive dividends only as our board of directors may declare out of
funds legally available for such payments. The declaration and payment of future dividends to holders of our
common stock will be at the discretion of our board of directors and will depend upon many factors, including our
financial condition, earnings, requirements under covenants in our debt instruments, legal requirements and other
factors as our board of directors deems relevant. We cannot assure that our cash dividend will not be reduced, or
eliminated, in the future.
Certain provisions of our corporate governing documents, Delaware law and our Senior Notes could
discourage, delay, or prevent a merger or acquisition.
Provisions of our certificate of incorporation and bylaws could impede a merger, takeover or other business
combination involving us or discourage a potential acquirer from making a tender offer for our common stock. For
example, our certificate of incorporation authorizes our board of directors to determine the number of shares in a
series, the consideration, dividend rights, liquidation preferences, terms of redemption, conversion or exchange
rights and voting rights, if any, of unissued series of preferred stock, without any vote or action by our stockholders.
Thus, our board of directors can authorize and issue shares of preferred stock with voting or conversion rights that
could adversely affect the voting or other rights of holders of our common stock. We are also subject to Section 203
of the Delaware General Corporation Law, which imposes restrictions on mergers and other business combinations
between us and any holder of 15% or more of our common stock. These provisions could have the effect of
delaying or deterring a third party from acquiring us even if an acquisition might be in the best interest of our
stockholders, and accordingly could reduce the market price of our common stock.
Certain provisions in the indentures governing the Senior Notes could make it more difficult or more expensive
for a third party to acquire us. Upon an acquisition event that constitutes a “change of control,” as defined in the
indentures governing the Senior Notes, coupled with a downgrade in the ratings of the Senior Notes, holders of
such notes will have the right to require us to purchase their notes in cash. Our obligations under the Senior Notes
could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing
incumbent management, and accordingly could cause a reduction in the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Cyberattacks continue to evolve in sophistication and frequency. Among other things, an attack could impair our
ability to interact with customers and suppliers, fulfill orders, generate invoices, collect and make payments, ship
products, provide support to customers, fulfill contractual obligations and otherwise perform business functions.
Management has implemented a program (“Program”), which is part of our overall Enterprise Risk Management
system, focused on the assessment, identification, and management of material risks associated with cybersecurity
threats. The Program was developed and is managed by our Vice President of Information Security and Privacy
(CISSP, CISM and CISA) with oversight from the Chief Information Officer. Both leaders collectively have over 60
years of technology risk and cybersecurity work experience supporting multiple life science organizations. The
Program is also closely aligned with the Legal and Global Compliance organizations to oversee adherence with
legal, regulatory and contractual requirements from an information security and data privacy perspective.
Industry standard frameworks including International Organization of Standardization (ISO)/27001 and National
Institute of Standards and Technology (NIST) are the foundation of the Program, which includes but is not limited to
the fundamental security principles of least privilege access, event monitoring, vulnerability management,
education, third-party risk management and incident response. The Program leverages external subject-matter
experts that assist with identifying and remediating security risks present in our environment through threat hunting
and vulnerability/control testing with a focus on the latest attack vectors. These external experts bring to bear risk
mitigation tactics based on current threats observed across multiple organizations with similar risk profiles.
Key Program activities include:
•
Annual risk assessment to evaluate our profile against cyber risk threats;
•
Global policies based on the guiding principles of security by design and least-privilege access;
29
•
Maintenance of a critical incident response plan and simulation programs, which include procedures to comply
with material security incident reporting requirements in collaboration with key members of Executive
Management;
•
A communication framework designed to ensure that the individuals managing the Program are informed about,
and in position to monitor the prevention, detection, mitigation, and remediation of, cybersecurity incidents;
•
Internal and external security assessments and testing to determine our susceptibility to compromise, lateral
movement, privilege escalation and overall cybersecurity internal control posture;
•
Routine phishing simulations to identify areas for control enhancement and additional training;
•
Periodic end-user security training and cyber-threat awareness;
•
Suite of tools and processes to minimize the risk of security compromise in addition to detect controls alerting of
potential malicious activity; and
•
Review and approval process focused on evaluating cybersecurity posture and internal controls relating to third
party service providers.
The Audit Committee of the Board of Directors receives an update from the members of management
referenced above on our security posture on at least an annual basis, and more often as needed. The Audit
Committee provides oversight as to the status of our cybersecurity apparatus and overall Program management
(including with respect to the identification and implementation of planned security enhancements), while also
advising on risk mitigation activities to address the latest threats.
To date, we have not experienced any known cybersecurity incidents that have materially affected or are
reasonably likely to materially affect us in the future, including our business strategy, results of operations, or
financial condition.
ITEM 2. PROPERTIES
We own or lease approximately 86 properties consisting of manufacturing plants, engineering and research
centers, distribution warehouses, offices and other facilities. We believe that the properties are maintained in good
operating condition and are suitable for their intended use. In general, our facilities meet current operating
requirements for the activities currently conducted within the facilities.
30
Our major facilities (those with 50,000 or greater square feet) at December 31, 2024 are as follows:
Location
Primary use
Square Footage
Owned or Leased
Olive Branch, MS
Distribution warehouse
627,000
Leased
Kamunting, Malaysia
Manufacturing
286,000
Owned
Tecate Mexico
Manufacturing
172,000
Owned
Chihuahua, Mexico
Manufacturing
153,000
Owned
Morrisville, NC
Office administration
133,000
Leased
Maple Grove, MN
Manufacturing
129,000
Owned
Zdar Nad Sazauou, Czech Republic
Manufacturing
108,000
Owned
Trenton, GA
Manufacturing
102,000
Owned
Chihuahua, Mexico
Manufacturing
100,000
Owned
Hradec Kralove, Czech Republic
Manufacturing
92,000
Owned
Chelmsford, MA
Manufacturing
91,000
Leased
Kulim, Malaysia
Manufacturing
90,000
Owned
Jaffrey, NH
Manufacturing
90,000
Owned
Kamunting, Malaysia
Manufacturing
77,000
Leased
Pleasanton, CA
Office administration
76,000
Leased
Nuevo Laredo, Mexico
Manufacturing
71,000
Leased
Chihuahua, Mexico
Manufacturing
63,000
Owned
Reading, PA
Engineering and research
63,000
Leased
Limerick, Ireland
Manufacturing
58,000
Owned
Wayne, PA
Office administration
58,000
Leased
Mansfield, MA
Manufacturing
57,000
Leased
Plymouth, MN
Manufacturing
55,000
Leased
Operations in each of our business segments are conducted at locations both in and outside of the U.S. Of the
facilities listed above, with the exception of Plymouth, MN, Jaffrey, NH, Mansfield, MA, Trenton, GA, and Limerick,
Ireland, which are used solely for the OEM product category within our Americas segment, our facilities generally
serve more than one business segment and are often used for multiple purposes, such as administrative/sales,
manufacturing and warehousing/distribution.
In addition to the properties listed above, we own or lease approximately 600,000 square feet of additional
warehousing, manufacturing and office space worldwide.
ITEM 3. LEGAL PROCEEDINGS
We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims
include actions involving product liability and product warranty, intellectual property, commercial disputes,
acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of
December 31, 2024 and 2023, we accrued liabilities of $0.8 million, in connection with these matters, representing
our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these
matters. Based on information currently available, advice of counsel, established reserves and other resources, we
do not believe that any such actions are likely to be, individually or in the aggregate, material to our business,
financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it
is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially
adverse to our business, financial condition, results of operations or cash flows. See Note 17 to the consolidated
financial statements included in this Annual Report on Form 10-K for additional information.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
31
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange under the symbol “TFX.” As of February 25, 2025,
we had 328 holders of record of our common stock. A substantially greater number of holders of our common stock
are beneficial owners whose shares are held by brokers and other financial institutions for the accounts of beneficial
owners.
Stock Performance Graph
The following graph provides a comparison of five year cumulative total stockholder returns of Teleflex common
stock, the Standard & Poor’s (S&P) 500 Stock Index and the S&P 500 Healthcare Equipment & Supply Index. The
annual changes for the five-year period shown on the graph are based on the assumption that $100 had been
invested in Teleflex common stock and each index on December 31, 2019 and that all dividends were reinvested.
Dollars
Comparison of Cumulative Five Year Total Return
Teleflex Incorporated
S&P 500 Index
S&P 500 Healthcare Equipment & Supply Index
2019
2020
2021
2022
2023
2024
—
50.00
100.00
150.00
200.00
250.00
MARKET PERFORMANCE
Company / Index
2019
2020
2021
2022
2023
2024
Teleflex Incorporated
100.00
109.75
87.92
67.16
67.48
48.48
S&P 500 Index
100.00
118.40
152.39
124.79
157.59
197.02
S&P 500 Healthcare Equipment & Supply Index
100.00
118.81
142.45
112.36
123.08
135.21
32
Issuer Purchases of Equity Securities
The following table presents the repurchases of our common stock during the three months ended December
31, 2024:
Period
Total Number of
Shares
Purchased
Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Program
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program(1)
September 30, 2024 - October 31, 2024 (2)
172,351
172,351
$
300,000,000
November 1, 2024 - November 30, 2024
—
—
—
300,000,000
December 1, 2024 - December 31, 2024
—
—
—
300,000,000
Total
172,351
172,351
(1)
On July 30, 2024, our Board of Directors authorized a share repurchase program for up to $500 million of our common stock. As of
December 31, 2024, the remaining share repurchase capacity under the program was $300 million.
(2)
Represents 172,351 additional shares, under the ASR, settled and transferred into treasury stock. The completed repurchases pursuant to
the ASR had an average per share repurchase price of $235.17. See Note 13 to the consolidated financial statements included in this
Annual Report on Form 10-K for additional information.
ITEM 6. RESERVED
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
We are a global provider of medical technology products focused on enhancing clinical benefits, improving
patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and
supply medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic
procedures in critical care and surgical applications. Approximately 92% of our net revenues come from single-use
medical devices. We market and sell our products worldwide through a combination of our direct sales force and
distributors. Because our products are used in numerous markets and for a variety of procedures, we are not
dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and
profitable growth by increasing our market share and improving our operating efficiencies.
We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall
objectives. Based on our evaluation, we may seek to optimize utilization of our facilities through restructuring
initiatives designed to further reduce our cost base and enhance our competitive position. In addition, we may
continue to explore opportunities to expand the size of our business and improve our margins through a
combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a
distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in
some instances, the conversions involve our acquisition or termination of a master distributor and the continued sale
of our products through sub-distributors). Our distributor to direct sales conversions are designed to facilitate
improved product pricing and more direct access to the end users of our products within the sales channel. Further,
we may identify opportunities to expand our margins through strategic divestitures of existing businesses and
product lines that no longer meet our objectives.
Goodwill Impairment
Our goodwill impairment testing is performed annually during the fourth quarter of each fiscal year in addition to
periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be
recoverable. During the second quarter of 2024, we identified indicators of a potential impairment related to our
Interventional Urology North America reporting unit (the “IU reporting unit”), included within our Americas operating
segment. The indicators of a potential impairment primarily arose from lower than anticipated sales results from our
UroLift product line (“UroLift"), primarily driven by the adverse impact of persistent end-market challenges within the
U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income
and the market approaches, and no impairment to goodwill was recognized in the second quarter of 2024 as the fair
value of the reporting unit exceeded the carrying value. During the third quarter of 2024, the IU reporting unit
performed largely in line with the forecast used in the second quarter 2024 quantitative fair value test.
33
In connection with preparing the financial statements for the year ended December 31, 2024, we performed our
annual impairment test for goodwill and determined that the carrying value of the IU reporting unit exceeded its fair
value. Consequently, we recognized a non-cash impairment charge of $240 million in the goodwill impairment line in
the Consolidated Statements of Income. The charge was primarily driven by updates to our UroLift forecast, done
as part of our annual operating plan process, which reflects management's expectations of a prolonged period of
subdued revenue growth due to persistent end-market challenges and changes in competitive pressures in the
short to mid-term. Moreover, we anticipate that challenges related to a combination of price, mainly within the office
site of service, and volume, will likely continue to impact growth rates.
As of December 31, 2024, goodwill of the IU reporting unit was $403.9 million after the impairment charge. We
estimated the fair value of the reporting unit using both the income and the market approaches. The more significant
judgments and assumptions in determining the fair value of the IU reporting unit for our 2024 impairment
assessments included the revenue growth rates, the projected operating margins and the discount rate. The
quantitative assessment utilized a discount rate of 10.75%. A hypothetical 1% increase in our discount rate estimate
used to determine the fair value of the estimated future cash flows would result in an additional impairment charge
of $95.0 million.
Italian payback measure
In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on
medical device companies that supply goods and services to the Italian National Healthcare System. Under the
measure, companies are required to make payments to the Italian government if medical device expenditures in a
given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated
based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees
issued by the Italian Ministry of Health, in the fourth quarter of 2022 the various Italian regions issued invoices to
medical device companies, including Teleflex, under the payback measure seeking payment with respect to excess
expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other
medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the
payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred
the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a
ruling upholding the law as constitutional. During the year ended December 31, 2024 we recognized increases to
our reserve, and corresponding reductions to revenue of $22.1 million. The increase in reserve for the year ended
December 31, 2024 included $13.8 million pertaining to prior years stemming from the July 2024 ruling. As of
December 31, 2024, our reserve related to this matter was $35.7 million. Following the ruling of the Italian
Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining
legal arguments asserted by the appellants with regard to the enforceability of the payback law.
Pension termination
In 2023, we began the execution of a plan to terminate the Teleflex Incorporated Retirement Income Plan (the
“TRIP”), a U.S. defined benefit pension plan. The TRIP is subject to Title IV of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and, therefore, must be terminated in accordance with the
requirements of ERISA and the process governed by the Pension Benefit Guaranty Corporation (the “PBGC”). The
termination date of the TRIP was August 1, 2023, which is the date upon which the timing of the requirements for
the formal termination process is based. On September 8, 2023, we filed the required notice regarding the TRIP
termination with the PBGC. The termination process requires that all TRIP benefits be distributed to participants,
beneficiaries and alternate payees or transferred to a group annuity contract or the PBGC. In December of 2023, we
made payments to eligible participants, beneficiaries and alternate payees who elected the one-time lump sum
distribution option offered in connection with the TRIP termination, resulting in the recognition of a pre-tax settlement
charge of $45.2 million.
In 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of net pre-
tax settlement charges of $132.7 million for the year-ended December 31, 2024. The participants, beneficiaries, and
alternate payees whose benefits were transferred to the group annuity contract will each receive from such group
annuity contract the full value of their benefit that accrued under the TRIP. The assets in the TRIP Trust exceed the
estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus
plan assets”) and as a result, we transferred $43.0 million of the surplus plan assets to a suspense account within
the Teleflex 401(k) Savings Plan, a qualified defined contribution plan. These assets are restricted for future use in
accordance with our election to use them to fund future employer contributions to participants in the Teleflex 401(k)
Savings Plan. The surplus assets contributed to the suspense account remaining as of December 31, 2024 are
34
included within prepaid and other current assets and other assets on the Consolidated Balance Sheet included
below within this Annual Report on Form 10-K.
Acquisition of BIOTRONIK Vascular Intervention business
On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular
Intervention business (the “VI Business”) of BIOTRONIK SE & Co. KG ("BIOTRONIK"). The acquisition will include
a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon
catheters, which will complement our interventional product portfolio. Under the terms of the agreement, we will
acquire the VI Business for an initial cash payment of €760 million reduced by certain adjustments as provided in
the purchase agreement including certain working capital not transferring and other customary adjustments. The
acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals, and is
expected to be completed in the third quarter of 2025.
Concurrent with the execution of the agreement to acquire the VI Business, we entered into an amendment to
our Third Amended and Restated Credit Agreement (the “Credit Agreement”), which, among other things, (a)
provides for a delayed draw term loan facility in an aggregate principal amount of $500 million, which will be
available to be drawn on the date on which we consummate the VI Business acquisition and (b) permits us to
borrow up to $550 million under the revolving facility provided for under the Credit Agreement on a limited condition
basis on the date on which the VI Business acquisition is consummated. Borrowings under the delayed draw term
loan will bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) the highest of
(i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal
funds rate and the rate comprised of both overnight federal funds and overnight eurodollar transactions
denominated in dollars and (iii) 1.00% above the Term SOFR Rate for a one month interest period, plus an
applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our total net
leverage ratio or (2) a Term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread
adjustment of 10 basis points). The applicable margin for borrowings under the delayed draw term loan range from
1.125% to 2.00% for SOFR borrowings and from 0.125% to 1.00% for base-rate borrowings, in each case,
depending on, at our election, either (x) our public corporate family rating or (y) our consolidated total net leverage
ratio, in each case, based on the most recently ended fiscal quarter. The obligations under the delayed draw term
loan will be guaranteed and secured on the same basis as the facilities provided for under the Credit Agreement.
The delayed draw term loan will not amortize and will mature on the earlier of (x) the date that is two years after the
date on which such loans are funded and (y) the maturity date for the revolving facility provided for under the Credit
Agreement.
In addition to amending our Credit Agreement, we also entered into foreign exchange derivative contracts with
an aggregate notional value of €700 million to economically hedge against the foreign currency exposure
associated with the cash consideration needed to complete the VI Business acquisition.
We anticipate using the new delayed draw term loan along with revolving credit borrowings under the Credit
Agreement and cash on hand to finance the VI Business acquisition. For the year ended December 31, 2024, we
incurred transaction costs of $11.5 million in connection with the acquisition, which was recognized in selling,
general and administrative expenses in the Consolidated Statement of Income. The majority of the transaction costs
were recognized in the fourth quarter of 2024.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company
comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care
(consisting of our Respiratory product category, the majority of our Anesthesia product category and certain
products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular
Access product category, most of our products within our Interventional Access and Surgical product categories and
the expected acquisition of the VI business will remain with Teleflex. We intend to target the completion of the
transaction in the middle of 2026 via a distribution of newly issued shares of the new company to shareholders that
is tax-free for U.S. tax purposes. There can be no guarantees that the proposed separation will be completed on the
terms and within the timeframe we announced, or at all.
35
Economic and other factors impacting our business
The healthcare industry has been impacted by shifts in the delivery, or site of service, of healthcare services,
staffing shortages at healthcare facilities and government-led initiatives designed to reduce the cost of healthcare
products. These factors have impacted and may continue to influence the demand for our products in the future.
Our operations, supply chain, contractors, suppliers, customers and other business partners are impacted by
various global macroeconomic factors. During 2024, we experienced a general stabilization in overall cost inflation;
however, materials and labor costs remain elevated compared to historical levels. We continue to monitor the
impacts stemming from increases in interest rates and fluctuations in exchange rates driven by monetary policy
decisions of central banks as well as ongoing geopolitical conflicts and the evolving global trade landscape,
characterized by newly enacted, proposed and retaliatory tariffs. The implementation of such trade policies and
tariffs could have a material adverse impact on our business.
We have implemented various measures designed to mitigate the future impacts of these factors impacting our
business. Due to the dynamic nature of the macroeconomic and other factors discussed above, we cannot
accurately predict the extent, duration, or our ability to offset the impact of these factors or the related effects on our
business, results of operations, financial condition and cash flows.
Results of Operations
As used in this discussion, "new products" are products for which commercial sales have commenced within the
past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months
ago. Discussion of results of operations items that reference the effect of one or more acquired businesses (except
as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions within the first
12 months following the date of the acquisition. In addition to increases and decreases in the per unit selling prices
of our products to our customers, our discussion of the impact of product price increases and decreases also
reflects the impact on the pricing of our products resulting from any elimination of distributors, either through
acquisition or termination of the distributor, from the sales channel. All dollar amounts in tables are presented in
millions unless otherwise noted.
For a discussion of our results of operations comparison for 2023 and 2022, refer to our Annual Report on Form
10-K for the fiscal year ended December 31, 2023 filed on February 23, 2024. Discussion of our reportable segment
results of operations comparison for 2023 and 2022 is included below within this Annual Report on Form 10-K to
reflect the changes in our segment presentation, which occurred during the fourth quarter of 2024.
Comparison of 2024 and 2023
Revenues
2024
2023
Net Revenues
$
3,047.3 $
2,974.5
Net revenues for the year ended December 31, 2024 increased by $72.8 million, or 2.4%, compared to the prior
year, primarily due to a $51.4 million contribution from price increases and a $43.0 million increase in sales of new
products. Moreover, there was a net increase in sales volume of existing products, primarily due to higher global
intra-aortic balloon ("IAB") pump sales, which were partially offset by a decline in sales related to our UroLift product
line within our Americas segment. The increases in net revenues were partially offset by the unfavorable impact
from an increase in our reserves related to the Italian payback measure and, to a lesser extent, a decrease from the
net impact of acquired and divested businesses.
Gross profit
2024
2023
Gross profit
$ 1,702.7
$ 1,646.9
Percentage of revenues
55.9 %
55.4 %
For the year ended December 31, 2024, gross margin increased 50 basis points, or 0.9%, compared to the prior
year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses,
price increases and the benefits from cost improvement initiatives. The increases in gross margin were partially
offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure, continued
36
cost inflation from macro-economic factors, specifically with respect to labor and raw materials, the adverse impact
of manufacturing inefficiencies and unfavorable fluctuations in foreign currency exchange rates.
Selling, general and administrative
2024
2023
Selling, general and administrative
$
995.3
$
929.9
Percentage of revenues
32.7 %
31.3 %
Selling, general and administrative expenses increased $65.4 million for the year ended December 31, 2024,
compared to the prior year period, primarily due to a benefit recognized in the prior year period resulting from
decreases in the estimated fair value of our contingent consideration liabilities, whereas, in the current period, we
recognized an expense due to increases in these liabilities. Additionally, higher operating expenses incurred by the
acquired Palette business and higher IT related costs that were primarily driven by our implementation of a new
ERP solution contributed to the overall increase.
Research and development
2024
2023
Research and development
$
161.7
$
154.4
Percentage of revenues
5.3 %
5.2 %
Research and development expenses increased $7.3 million for the year ended December 31, 2024, compared
to the prior year, which was primarily attributable to expenses incurred by the acquired Palette business and higher
project spend within certain product categories, partially offset by lower European Union Medical Device Regulation
related costs.
Pension settlement charge
2024
2023
Pension settlement charge
$
132.7
$
45.2
During the year ended December 31, 2024, we recognized net pre-tax settlement charges of $132.7 million
related to our plan to terminate the TRIP resulting from our purchase of a group annuity contract to provide
participants, beneficiaries, and alternate payees the full value of their benefit under the plan. During the year ended
December 31, 2023, we recognized a pre-tax settlement charge of $45.2 million stemming from payments to eligible
participants who elected a lump sum distribution under our plan to terminate the TRIP.
Goodwill impairment charge
2024
2023
Goodwill impairment charge
$
240.0
$
—
During the year ended December 31, 2024, we recognized a goodwill impairment charge of $240.0 million
related to our IU reporting unit. Refer to Note 8 to the consolidated financial statements included in this Annual
Report on Form 10-K for additional information.
Restructuring and other impairment charges
2024 Restructuring plan
During the fourth quarter of 2024, we initiated the "2024 restructuring plan," a new strategic restructuring plan
aimed at optimizing operations, reducing costs and enhancing efficiencies across our business lines and includes
the relocation of select office administrative operations. We estimate that we will incur aggregate pre-tax
restructuring and restructuring related charges in connection with the 2024 restructuring plan of $9 million to $11
million. The actions under the 2024 restructuring plan are expected to be substantially completed by the end of
2025. We began realizing plan-related savings in the fourth quarter of 2024 and expect to achieve annual pre-tax
savings of $9 million to $11 million once the plan is fully implemented.
2024 Footprint realignment plan
During the second quarter of 2024, we initiated the "2024 Footprint realignment plan," encompassing several
strategic restructuring initiatives. These initiatives primarily include the relocation of select manufacturing operations
to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts,
37
the relocation of certain integral product development and manufacturing support functions, the optimization of
certain supply chain activities and related workforce reductions. We estimate that we will incur aggregate pre-tax
restructuring and restructuring related charges in connection with the 2024 Footprint realignment plan of $37 million
to $46 million. The actions under the 2024 Footprint realignment plan are expected to be substantially completed by
the end of 2025.
We expect to achieve annual pre-tax savings of $12 million to $14 million once the plan is fully implemented.
The impact of product rationalization efforts will partially offset the annual pre-tax savings generated by the plan.
2023 Footprint realignment plan
In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation
of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing
processes and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and
restructuring related charges in connection with the plan of $11 million to $15 million. We expect to achieve annual
pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully
implemented.
2023 Restructuring plan
In 2023, we initiated the "2023 restructuring plan," which primarily involved the integration of Palette into
Teleflex and workforce reductions designed to improve operating performance across the organization by creating
efficiencies that align with evolving market demands and our strategy to enhance long-term value creation. The plan
is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to
be immaterial.
The following table provides information regarding restructuring charges we have incurred with respect to each
of our restructuring programs, as well as other impairment charges, for the years ended December 31, 2024 and
2023. The restructuring charges listed in the table primarily consist of termination benefits.
2024
2023
2024 Restructuring plan
$
6.1 $
—
2024 Footprint realignment plan
11.2
—
2023 Restructuring plan
(1.5)
12.5
2023 Footprint realignment plan
1.4
1.5
2022 Restructuring plan
(1.4)
3.1
Other restructuring programs
(1.6)
(1.5)
Other impairment charges (1)
7.8
—
Total
$
22.0 $
15.6
(1)
For the year ended December 31, 2024, we recorded non-cash impairment charges totaling $7.8 million related to a decrease in the
carrying value of an equity investment and an impairment of a portion of our operating lease assets stemming from our cessation of
occupancy of a specific facility.
Interest expense
2024
2023
Interest expense
$
83.5
$
85.1
Average interest rate on debt during the year
4.4 %
4.4 %
The decrease in interest expense for the year ended December 31, 2024, compared to the prior year was
primarily due to a decrease in our average outstanding debt balance.
Gain on sale of assets and business
2024
2023
Gain on sale of assets and business
$
— $
4.4
During the year ended December 31, 2023, we recognized a gain related to the second phase of the
Respiratory divestiture.
38
Taxes on income from continuing operations
2024
2023
Effective income tax rate
7.0 %
17.6 %
The effective income tax rate for 2024 reflects a non-deductible goodwill impairment charge recognized in
connection with our annual impairment test for goodwill. Tax benefits were recognized in both 2024 and 2023
related to the pension settlement charge recognized in connection with the termination of the TRIP. The effective
income tax rate for 2023 reflects the impact of deferred charges resulting from a legal entity rationalization, the
impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the
estimated fair value of our contingent consideration liabilities and a tax expense resulting from a deferred charge
relating to the 2022 Restructuring Plan.
A significant number of jurisdictions, including EU member states, have enacted legislation to establish a 15%
global minimum tax in accordance with both the established Pillar Two framework and guidance subsequently
published by the OECD. We considered and analyzed the enacted tax laws and guidance in the jurisdictions
relevant to Teleflex, and there are no material impacts to our tax provision for the year ended December 31, 2024.
We will continue to evaluate the potential impact of future proposed legislation, enacted legislation, and updated
guidance as it becomes available but do not currently expect a material increase to our effective tax rate as a result
of the Pillar Two framework.
Segment Results
Segment Net Revenues
Year Ended December 31,
% Increase/(Decrease)
2024
2023
2022
2024 vs 2023
2023 vs 2022
Americas
$
2,066.3 $
2,041.4 $
1,926.3
1.2
6.0
EMEA
618.0
586.2
558.4
5.4
5.0
Asia
363.0
346.9
306.3
4.7
13.2
Segment Net Revenues
$
3,047.3 $
2,974.5 $
2,791.0
2.4
6.6
Segment Operating Profit
Year Ended December 31,
% Increase/(Decrease)
2024
2023
2022
2024 vs 2023
2023 vs 2022
Americas
$
670.5 $
714.0 $
669.9
(6.1)
6.6
EMEA
133.0
111.1
96.9
19.7
14.7
Asia
114.7
121.0
104.7
(5.2)
15.5
Segment Operating Profit (1)
$
918.2 $
946.1 $
871.5
(2.9)
8.6
(1)
See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for a reconciliation of segment
operating profit to our consolidated income from continuing operations before interest, loss on extinguishment of debt and taxes.
Comparison of 2024 and 2023
Americas
Americas net revenues for the year ended December 31, 2024 increased $24.9 million, or 1.2%, compared to
the prior year, which was primarily attributable to a $36.0 million contribution from price increases and a $35.2
million increase in sales of new products. The increases in net revenue were partially offset by a $25.9 million
decrease from the net impact of acquired and divested businesses and an $18.1 million decrease in sales volumes
of existing products, primarily driven by a decline in sales related to our UroLift product line partially mitigated by
higher IAB pumps sales.
During the second half of 2024, we were notified that a large customer within our OEM product category
intended to vertically integrate a component that we previously manufactured on their behalf. Additionally, we have
begun to experience delays in orders from certain customers as they increasingly focus on managing inventories.
We cannot predict with certainty the timing of customer inventory corrections; however, should the current trend of
customers more tightly managing their inventory persist, it may adversely impact future results.
39
Americas operating profit for the year ended December 31, 2024 decreased $43.5 million, or 6.1%, compared to
the prior year, which was primarily attributable to a benefit recognized in the prior year resulting from decreases in
the estimated fair value of our contingent consideration liabilities, in contrast to an increase recognized in the
current period, and operating expenses incurred by the acquired Palette business. The factors contributing to a
decrease in operating profit were partially mitigated by an increase in gross profit resulting from price increases and
higher sales, partially offset by higher manufacturing costs.
EMEA
EMEA net revenues for the year ended December 31, 2024 increased $31.8 million, or 5.4%, compared to the
prior year, which was primarily attributable to a $25.8 million increase in sales volumes of existing products and
price increases, partially offset by the unfavorable impact from an increase in our reserves related to the Italian
payback measure.
EMEA operating profit for the year ended December 31, 2024 increased $21.9 million, or 19.7%, compared to
the prior year, which was primarily attributable to lower research and development expenses related to the
European Union Medical Device Regulation and an increase in gross profit resulting from higher sales and price
increases. The increases in operating profit were partially offset by an increase in sales expenses to support higher
sales.
Asia
Asia net revenues for the year ended December 31, 2024 increased $16.1 million, or 4.7%, compared to the
prior year, which was primarily attributable to a $13.0 million increase in sales volumes of existing products, and
revenues generated by the acquisition of Palette. The increase in net revenues was partially offset by unfavorable
fluctuations in foreign currency exchange rates.
Asia operating profit for the year ended December 31, 2024 decreased $6.3 million, or 5.2%, compared to the
prior year, which was primarily attributable to an increase in sales and marketing expenses to support higher sales,
an increase in research and development expenses, and unfavorable fluctuations in foreign currency exchange
rates. The decreases in operating profit were partially offset by an increase in gross profit resulting from higher
sales, despite an unfavorable impact from product mix.
The Chinese government has implemented regional and national programs for volume-based procurement
("VBP") of medical device products designed to reduce healthcare costs. These programs require manufacturers to
meet specific quality and quantity requirements to be awarded tenders. Successful tenders provide allocated sales
volumes, while unsuccessful bids may result in significant revenue loss. During the fourth quarter of 2024, we were
awarded a tender for certain products with our surgical product category under a VBP program. The anticipated
implementation of this program during 2025 is expected to have an adverse impact on future results due to reduced
pricing.
Currently, we are not aware of any other upcoming VBP programs that are expected to materially impact our
product portfolio. However, to the extent additional VBP programs are implemented in the future, we cannot
reasonably predict the direct or indirect impact on our financial performance.
Revenue generated from our China business represented approximately 4% of consolidated revenue for the
year ended December 31, 2024.
Comparison of 2023 and 2022
Americas
Americas net revenues for the year ended December 31, 2023 increased $115.1 million, or 6.0%, compared to
the prior year, which was primarily attributable to a $125.9 million increase in sales of new products, price increases
and, to a lesser extent, net revenues generated by the acquired Palette and Standard Bariatrics businesses,
partially offset by an $86.2 million decrease in sales volume of existing products. The increase in sales of new
products and the decrease in sales of volumes of existing products primarily reflect the conversion to the next
generation of an existing product.
Americas operating profit for the year ended December 31, 2023 increased $44.1 million, or 6.6%, compared to
the prior year, which was primarily attributable to an increase in gross profit resulting from higher sales and price
increases and a benefit recognized from decreases in the estimated fair value of our contingent consideration
40
liabilities. The increases in operating profit were partially offset by an increase in sales expenses to support higher
sales, higher research and development expenses, and an increase in operating expenses incurred by the acquired
Palette and Standard Bariatrics businesses.
EMEA
EMEA net revenues for the year ended December 31, 2023 increased $27.8 million, or 5.0%, compared to the
prior year, which was primarily attributable to $12.1 million in favorable fluctuations in foreign currency exchange
rates, price increases and an increase in sales of new products.
EMEA operating profit for the year ended December 31, 2023 increased $14.2 million, or 14.7%, compared to
the prior year, which was primarily attributable to lower expenses related to the European Union Medical Device
Regulation within research and development expenses and favorable fluctuations in foreign currency exchange
rates, partially offset by an increase in sales expenses to support higher sales.
Asia
Asia net revenues for the year ended December 31, 2023 increased $40.6 million, or 13.2%, compared to the
prior year, which was primarily attributable to a $25.5 million increase in sales volume of existing products and an
$18.8 million increase in sales of new products, partially offset by unfavorable fluctuations in foreign currency
exchange rates.
Asia operating profit for the year ended December 31, 2023 increased $16.3 million, or 15.5%, compared to the
prior year, which was primarily attributable to an increase in gross profit resulting from price increases and higher
sales, partially offset by unfavorable fluctuations in foreign currency exchange rates and an increase in sales
expenses to support higher sales.
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing
activities. Our principal source of liquidity is our cash flows provided by operating activities. Our cash flows provided
by operating activities are reduced by cash used to, among other things, fulfill contractual obligations for minimum
lease payments under noncancellable operating leases, which often extend beyond one year; the weighted average
remaining lease term of our operating lease portfolio is 6.5 years. Our cash flows provided by operating activities
are also reduced by cash used for unconditional legally binding commitments to purchase goods or services (i.e.,
purchase obligations), which are primarily related to inventory expected to be purchased within one year.
Other significant factors that affect our overall management of liquidity include contractual obligations such as
scheduled principal and interest payments with respect to outstanding indebtedness and tax on deemed repatriation
of non-U.S. earnings, of which the final payment will be made in 2025. We may also be obligated to make payments
for contingent consideration due to past acquisitions, the timing and amount of which may be uncertain, and the
magnitude of which can vary from year to year. Other significant factors that affect our liquidity include certain
actions controlled by management such as capital expenditures, acquisitions, and dividends. See Note 10, Note 12
and Note 15 to the consolidated financial statements included in this Annual Report on Form 10-K for additional
information.
We believe our cash flow from operations, available cash and cash equivalents and borrowings under our
revolving credit facility (which is provided for under the Credit Agreement) and accounts receivable securitization
facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12
months and the foreseeable future.
Of our $290.2 million of cash and cash equivalents at December 31, 2024, $192.6 million was held at non-U.S.
subsidiaries. We manage our worldwide cash requirements by monitoring the funds available among our
subsidiaries and determining the extent to which we can access those funds on a cost effective basis.
On February 26, 2024, we executed two separate term cross-currency swap agreements set to expire on
February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to
euro exchange rate. Each of the swap agreements had a notional principal amount of $250 million and was
designated as a net investment hedge. On April 25, 2024, the cross-currency agreements executed in February
2024 were terminated in response to changes in market conditions, resulting in $0.4 million in a cash settlement
payment, and we simultaneously executed two new separate term cross-currency swap agreements with the same
41
expiration dates and notional values (together, the "2024 Cross-currency swap agreements"). The cross-currency
swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged
$250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.44%. The cross-
currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally
exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.45%.
Both of the 2024 Cross-currency swap agreements are designated as net investment hedges and require an
exchange of the notional amounts upon expiration or the earlier termination of the agreements. We and the
counterparties have agreed to effect the exchange through a net settlement. As a result, we may be required to pay
(or be entitled to receive) an amount equal to the difference, on the expiration or earlier termination date, between
the U.S. dollar equivalent of the €466.8 million notional amount and the $500 million notional amount. The 2024
Cross-currency swap agreements entail risk that the counterparties will not fulfill their obligations under the
agreements. However, we believe the risk is reduced because we have entered into separate agreements with nine
different counterparties, all of which are large, well-established financial institutions. Based on the U.S. dollar to
euro currency exchange rate in effect April 25, 2024, and assuming exchange rates remain constant throughout the
terms of the 2024 Cross-currency swap agreements, we would realize a reduction in annual cash interest expense
of $9.0 million.
On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our
common stock. The timing, price and actual number of shares of common stock that may be repurchased under the
share repurchase authorization will depend on a variety of factors including price, market conditions and corporate
and regulatory requirements. The repurchases may occur in open market transactions, transactions structured
through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock
or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and
business conditions, applicable legal and credit requirements and other corporate considerations. The authorization
of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock,
and the repurchase program may be suspended or discontinued at any time. On August 2, 2024, we entered into an
accelerated share repurchase agreement for $200 million of our common stock. Under this agreement, 678,110
shares of common stock, representing 80% of the $200 million aggregate, were delivered and included in treasury
stock. The initial shares received were calculated based on a price per share of $235.95, which was the closing
share price of our common stock on August 1, 2024. Final settlement under the ASR Transaction occurred on
October 30, 2024, at which time we received 172,351 additional shares of common stock. The total shares received
were calculated based on a price per share of $235.17, which was based on volume-weighted average prices of our
common stock during the accelerated share repurchase period less a discount.
On February 28, 2025, we entered into an accelerated share repurchase agreement for $300 million of our
common stock, representing the remainder of the share repurchase program approved by the Board of Directors in
2024. We plan to fund the share repurchase with $300 million in additional borrowings under our Senior Credit
facility.
We may at any time, from time to time, repurchase our outstanding debt securities in open market purchases,
via tender offers or in privately negotiated transactions, exchange transactions or otherwise, at such price or prices
as we deem appropriate. Such purchases or exchanges, if any, will depend on prevailing market conditions, our
liquidity requirements, contractual restrictions and other factors and may be commenced or suspended at any time.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company.
During 2025 and the first half of 2026, we expect to incur significant separation and transaction costs related to the
proposed separation, which will likely adversely impact our earnings and operating cash flows. Additionally, we
expect to incur some amount of dis-synergies following those transactions due to the reduced size of our remaining
company and, as a result, we will need to undertake actions to ensure that our cost structure is appropriate to
support our remaining businesses.
Summarized Financial Information – Obligor Group
The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent
Company's obligations under the 2027 Notes is guaranteed, jointly and severally, by an enumerated group of the
Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The
guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is
directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and
42
Guarantor Subsidiaries (collectively, the “Obligor Group”) as of and for the year ended December 31, 2024 is as
follows:
Year Ended December 31, 2024
Obligor Group
Intercompany
Obligor Group
(excluding
intercompany)
Net revenue
$
2,103.1 $
232.8 $
1,870.3
Cost of goods sold
1,317.1
190.4
1,126.7
Gross profit
786.0
42.4
743.6
Income from continuing operations
75.5
293.6
(218.1)
Net income
75.0
293.6
(218.6)
December 31, 2024
Obligor Group
Intercompany
Obligor Group
(excluding
intercompany)
Total current assets
$
1,034.1 $
201.2 $
832.9
Total assets
2,815.2
277.8
2,537.4
Total current liabilities
1,275.4
953.4
322.0
Total liabilities
3,450.5
1,126.6
2,323.9
The same accounting policies as described in Note 1 to the consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2024 are used by the Parent Company and each of
its subsidiaries in connection with the summarized financial information presented above. The Intercompany column
in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries
(i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the 2027 Notes). Obligor
investments in non-guarantor subsidiaries and any related activity are excluded from the financial information
presented above.
See "Financing Arrangements" below as well as Note 10 and Note 11 to the consolidated financial statements
included in this Annual Report on Form 10-K for further information related to our borrowings and financial
instruments.
Cash Flows
The following table provides a summary of our cash flows for the periods presented:
Year Ended December 31,
2024
2023
Cash flows from continuing operations provided by (used in):
Operating activities
$
638.3 $
511.7
Investing activities
(99.4)
(621.2)
Financing activities
(421.9)
38.5
Cash flows used in discontinued operations
(2.5)
(1.0)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
equivalents
(9.7)
2.8
Increase (decrease) in cash, cash equivalents and restricted cash equivalents
$
104.8 $
(69.2)
Cash Flow from Operating Activities
Net cash provided by operating activities from continuing operations was $638.3 million during 2024, and
$511.7 million during 2023. The $126.6 million increase was primarily attributable to favorable operating results,
surplus plan assets from the TRIP termination included within prepaid expenses and other assets, a decrease in
cash outflows from inventories as we continue to moderate our inventory levels and a decrease in cash outflows
from accounts payable and accrued expenses stemming primarily from lower payments associated with our
restructuring plans. The increases in net cash provided from operating activities were partially offset by higher tax
payments.
43
Cash Flow from Investing Activities
Net cash used in investing activities from continuing operations was $99.4 million during 2024, which primarily
consisted of $126.4 million in capital expenditures, partially offset by $27.2 million in net proceeds on swaps
designated as net investment hedges.
Cash Flow from Financing Activities
Net cash used in financing activities from continuing operations was $421.9 million during 2024, which primarily
consisted of $200.0 million in repurchases of our common stock under the accelerated share repurchase
agreement, a $161.5 million reduction in net borrowings under our Senior Credit Facility and $63.5 million in
dividend payments.
For a discussion of our cash flow comparison for 2023 and 2022, refer to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2023, filed on February 23, 2024.
Free Cash Flow
Free cash flow is a non-GAAP financial measure and is calculated by subtracting capital expenditures from
cash provided by operating activities from continuing operations. This financial measure is used in addition to and in
conjunction with results presented in accordance with generally accepted accounting principles in the U.S., or
GAAP, and should not be considered a substitute for net cash provided by operating activities from continuing
operations, the most comparable GAAP financial measure. Management believes that free cash flow is a useful
measure to investors because it facilitates an assessment of funds available to satisfy current and future
obligations, pay dividends and fund acquisitions. We also use this financial measure for internal managerial
purposes and to evaluate period-to-period comparisons. Free cash flow is not a measure of cash available for
discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not
deducted from the measure. We strongly encourage investors to review our financial statements and publicly-filed
reports in their entirety and not to rely on any single financial measure. The following is a reconciliation of free cash
flow to the most comparable GAAP measure.
2024
2023
Net cash provided by operating activities from continuing operations
$
638.3 $
511.7
Less: Capital expenditures
126.4
91.5
Free cash flow
$
511.9 $
420.2
Financing Arrangements
Senior credit facility
In 2022, we amended and restated our existing credit agreement by entering into a Third Amended and
Restated Credit Agreement (the “Credit Agreement”) which provides for a five-year revolving credit facility of $1.0
billion and a term loan facility of $500.0 million. The obligations under the Credit Agreement are guaranteed (subject
to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The obligations under
the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on substantially all of the
assets owned by us and each guarantor. The maturity date of the revolving credit facility and the term loan facility
under the Credit Agreement is November 4, 2027.
At our option, loans under the Credit Agreement will bear interest at a rate equal to adjusted Term Secured
Overnight Lending Rate (SOFR) plus an applicable margin ranging from 1.125% to 2.00% or at an alternate base
rate, which is defined as the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii)
0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and
overnight eurodollar transactions denominated in Dollars and (iii) 1.00% above the Term SOFR Rate for a one
month interest period, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to
adjustments based on our total net leverage ratio. Overdue loans will bear interest at the rate otherwise applicable
to such loans plus 2.00%.
At December 31, 2024, we had $113.0 million in borrowings outstanding and $0.9 million in outstanding standby
letters of credit under our $1.0 billion revolving credit facility.
44
The Credit Agreement contains customary representations and warranties and covenants that, in each case,
subject to certain exceptions, qualifications and thresholds, (a) place limitations on us and our subsidiaries
regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property,
investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive
agreements, changes in lines of business and swap agreements, and (b) require us and our subsidiaries to comply
with sanction laws and other laws and agreements, to deliver financial information and certain other information and
give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit
the administrative agent and the lenders to inspect their books and property, to use the proceeds of the Credit
Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions,
we are required to maintain a maximum total net leverage ratio of 4.50 to 1.00. We are further required to maintain a
minimum interest coverage ratio of 3.50 to 1.00. As of December 31, 2024, we were in compliance with the
covenants in the Credit Agreement.
On February 24, 2025, we amended and restated our existing Credit Agreement to facilitate our upcoming
acquisition of the VI business. For additional information, see Note 20 to the consolidated financial statements
included in this Annual Report on Form 10-K.
2027 and 2028 Senior Notes
As of December 31, 2024, the outstanding principal amount of our 2027 Notes and 2028 Notes (collectively the
"Senior Notes") was $500 million, respectively. The indenture governing the Senior Notes contains covenants that,
among other things among other things and subject to certain exceptions, limit or restrict our ability, and the ability
of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback
transactions. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally,
by each of our existing and future 100% owned domestic subsidiaries that are a guarantor or other obligor under the
Credit Agreement and by certain of our other 100% owned domestic subsidiaries. As of December 31, 2024, we
were in compliance with all of the terms of our Senior Notes.
Accounts receivable securitization
We have an accounts receivable securitization facility under which we sell an undivided interest in domestic
accounts receivable for consideration of up to $75 million to a commercial paper conduit. As of December 31, 2024
and 2023, we borrowed the maximum amount available of $75 million under this facility. This facility is utilized to
provide increased flexibility in funding short term working capital requirements. The agreement governing the
accounts receivable securitization facility contains certain covenants and termination events. An occurrence of an
event of default or a termination event under this facility may give rise to the right of our counterparty to terminate
this facility. As of December 31, 2024, we were in compliance with the covenants and none of the termination events
had occurred.
For additional information regarding our indebtedness, see Note 10 to the consolidated financial statements
included in this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ materially from the amounts derived from those estimates and
assumptions.
We have identified the following as critical accounting estimates, which are defined as those that are reflective
of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial
condition and results of operations and could potentially result in materially different results under different
assumptions and conditions. The following discussion should be considered in conjunction with the description of
our accounting policies in Note 1 to the consolidated financial statements in this Annual Report on Form 10-K.
Inventory Utilization
Inventories are valued at the lower of cost or net realizable value. Factors utilized in the determination of
estimated net realizable value and whether a reserve is required include (i) current sales data and historical return
45
rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product
expiration dates, and (vi) component and packaging obsolescence.
We review the net realizable value of inventory each reporting period and adjust as necessary. We regularly
compare inventory quantities on hand against historical usage or forecasts related to specific items in order to
evaluate obsolescence and excessive quantities. In assessing historical usage, we also qualitatively assess
business trends to evaluate the reasonableness of using historical information in estimating future usage. Our
inventory reserve was $59.4 million and $54.3 million at December 31, 2024 and 2023, respectively.
Long-Lived Assets
We assess the remaining useful life and recoverability of long-lived assets whenever events or circumstances
indicate the carrying value of an asset may not be recoverable. For example, such an assessment may be initiated
if, as a result of a change in expectations, we believe it is more likely than not that the asset will be sold or disposed
of significantly before the end of its useful life or if an adverse change occurs in the business employing the
asset. Significant judgments in this area involve determining whether such events or circumstances have occurred
and determining the appropriate asset group requiring evaluation. The recoverability evaluation is based on various
analyses, including undiscounted cash flow projections, which involve significant management judgment. Any
impairment loss, if indicated, equals the amount by which the carrying amount of the asset exceeds the estimated
fair value of the asset.
The increased use and FDA approval of GLP-1 products for the treatment of chronic weight management has
impacted the demand for bariatric surgery procedures and our Titan SGS product line acquired as part of our 2022
acquisition of Standard Bariatrics Inc. Although the long term impact on bariatric procedures from GLP-1 products is
uncertain, to the extent GLP-1 products reduce the long term demand for bariatrics surgery procedures and cause
their prevalence to differ significantly from management’s expectations, we ultimately may find it necessary to
recognize future impairment charges with respect to the related assets, which could be material.
Goodwill and Other Intangible Assets
Intangible assets include indefinite-lived assets (such as goodwill, certain trade names and in-process research
and development ("IPR&D")), as well as finite-lived intangibles (such as trade names that do not have indefinite
lives, customer relationships, intellectual property, distribution rights and non-competition agreements) and are,
generally, obtained through acquisition. Intangible assets acquired in a business combination are measured at fair
value and we allocate any excess purchase price over the fair value of the net tangible and intangible assets
acquired in a business combination to goodwill. Considerable management judgment is necessary in making the
assumptions used in the estimated fair value of intangible assets acquired in a business combination.
The costs of finite-lived intangibles are amortized to expense over their estimated useful life. Determining the
useful life of an intangible asset requires considerable judgment as different types of intangible assets typically will
have different useful lives. Goodwill and other indefinite-lived intangible assets are not amortized; we test these
assets annually for impairment during the fourth quarter, using the first day of the quarter as the measurement date,
or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate an
impairment may have occurred. Such conditions may include an economic downturn in a geographic market or a
change in the assessment of future operations.
Goodwill
Goodwill impairment assessments are performed at a reporting unit level. For purposes of this assessment, our
reporting units are our operating segments, or, in certain cases, a business one level below our operating segments.
Our reporting units did not change as a result of our segment change in the fourth quarter of 2024.
For the year ended December 31, 2024 we recognized a goodwill impairment charge of $240 million related to
our Interventional Urology North America reporting unit. For further information refer to Note 8 in this Annual Report
on Form 10-K. As the fair values of our remaining reporting units are more likely than not greater than the carrying
values, no additional impairment charges were recorded as a result of the annual goodwill impairment testing
performed during the fourth quarter of 2024.
In applying the goodwill impairment test, we may assess qualitative factors to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but are
not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market
for our products and services, regulatory and political developments, and entity specific factors such as strategies
46
and financial performance. If, after completing the qualitative assessment, we determine it is more likely than not
that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment test
described below. Alternatively, we may test goodwill for impairment through the quantitative impairment test without
conducting the qualitative analysis.
Under a quantitative impairment test we compare the fair value of a reporting unit to the carrying value. We
calculate the fair value of the reporting unit using a combination of two methods; one which estimates the
discounted cash flows of the reporting unit based on projected earnings in the future (the Income Approach) and
one which is based on revenue and EBITDA of similar businesses to those of the reporting unit in actual
transactions (the Market Approach). If the fair value of the reporting unit exceeds the carrying value, there is no
impairment. If the reporting unit carrying value exceeds the fair value, we recognize an impairment loss based on
the amount the carrying value of the reporting unit exceeds its fair value.
The more significant judgments and assumptions in determining fair value using in the Income Approach include
(1) the amount and timing of expected future cash flows, which are based primarily on our estimates of future sales,
operating income, industry trends and the regulatory environment of the individual reporting units, (2) the expected
long-term growth rates of revenue and EBITDA for each of our reporting units, which approximate the expected
long-term growth rate of the global economy and of the medical device industry, and (3) the discount rates that are
used to estimate the present value of the future cash flows, which are based on an assessment of the risk inherent
in the future cash flows of the respective reporting units along with various market based inputs. The more
significant judgments and assumptions used in the Market Approach include (1) determination of appropriate
revenue and EBITDA multiples used to estimate a reporting unit’s fair value and (2) the selection of appropriate
comparable companies to be used for purposes of determining those multiples. There were no changes to the
underlying methods used in 2024 as compared to the valuations of our reporting units in the past several years.
Our expected future growth rates estimated for purposes of the goodwill impairment test are based on our
estimates of future sales, operating income and cash flow and are consistent with our internal budgets and business
plans, which reflect a modest amount of core revenue growth coupled with the successful launch of new products
each year; the effect of these growth indicators more than offset volume losses from products that are expected to
reach the end of their life cycle. Changes in assumptions underlying the Income Approach could cause a reporting
unit's carrying value to exceed its fair value. While we believe our assumed growth rates of sales and cash flows are
reasonable, the possibility remains that the revenue growth of a reporting unit may not be as high as expected, and,
as a result, the estimated fair value of that reporting unit may decline. In this regard, if our strategy and new
products are not successful and we do not achieve anticipated core revenue growth in the future with respect to a
reporting unit, the goodwill in the reporting unit may become impaired and, in such case, we may incur material
impairment charges. Moreover, changes in revenue and EBITDA multiples in actual transactions from those
historically present could result in an assessment that a reporting unit’s carrying value exceeds its fair value, in
which case we also may incur material impairment charges.
Other Intangible Assets
Intangible assets are assets acquired that lack physical substance and that meet the specified criteria for
recognition apart from goodwill. Management tests indefinite-lived intangible assets for impairment annually, and
more frequently if events or changes in circumstances indicate that an impairment may have occurred. Similar to
the goodwill impairment test process, we may assess qualitative factors to determine whether it is more likely than
not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If, after completing the
qualitative assessment, we determine it is more likely than not that the fair value of the indefinite-lived intangible
asset is greater than its carrying amount, the asset is not impaired. If we conclude it is more likely than not that the
fair value of the indefinite-lived intangible asset is less than the carrying value, we then proceed to a quantitative
impairment test, which consists of a comparison of the fair value of the intangible asset to its carrying amount.
Alternatively, we may elect to forgo the qualitative analysis and test the indefinite-lived intangible asset for
impairment through the quantitative impairment test.
In connection with intangible assets acquired in a business combination and quantitative impairment tests, we
determine the estimated fair value using various methods under the Income Approach. The more significant
judgments and assumptions used in the valuation of intangible assets may include revenue growth rates, royalty
rate, obsolescence factor, distributor margin, discount rates, attrition rate, and EBITDA margin. Each of these
factors and assumptions can significantly impact the value of the intangible asset.
We did not record any impairment charges related to intangible assets during the years ended December 31,
2024 and December 31, 2024. See "Restructuring and impairment charges" within "Result of Operations" above as
47
well as Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for additional
information on these charges.
Contingent Consideration Liabilities
In connection with an acquisition, we may be required to pay future consideration that is contingent upon the
achievement of specified objectives, such as receipt of regulatory approval, commercialization of a product or
achievement of sales targets. In a business combination, we record a contingent liability, as of the acquisition date,
representing the estimated fair value of the contingent consideration we expect to pay. We determined the fair value
of the contingent consideration liabilities related to the Palette acquisition, which represents the majority of our
contingent consideration liabilities at December 31, 2024, using a Monte Carlo valuation approach, which simulates
future revenues during the earn out-period using management's best estimates. We determined the fair value of our
other contingent consideration liabilities using a discounted cash flow analysis. Significant judgment is required in
determining the assumptions used to calculate the fair value of the contingent consideration. Increases in projected
revenues and probabilities of payment may result in significantly higher fair value measurements; decreases in
these items may have the opposite effect. Increases in discount rates in the periods prior to payment may result in
significantly lower fair value measurements; decreases may have the opposite effect. See Note 12 to the
consolidated financial statements included in this Annual Report on Form 10-K for additional information.
We remeasure our contingent consideration liabilities each reporting period and recognize the change in the
liabilities' fair value within selling, general and administrative expenses in our Consolidated Statement of Income. As
of December 31, 2024 and 2023, we accrued $49.3 million and $39.5 million of contingent consideration,
respectively, related to completed business combinations.
If the transaction is determined to be an asset acquisition rather than a business combination, a contingent
consideration liability is recognized when the specified objective is deemed probable and is estimable.
Income Taxes
Our annual provision for income taxes and determination of the deferred tax assets and liabilities require
management to assess uncertainties, make judgments regarding outcomes and utilize estimates. The difficulties
inherent in such assessments, judgments and estimates are particularly challenging because we conduct a broad
range of operations around the world, subjecting us to complex tax regulations in numerous international
jurisdictions. As a result, we are at times subject to tax audits, disputes with tax authorities and potential litigation,
the outcome of which is uncertain. In connection with its estimates of our tax assets and liabilities, management
must, among other things, make judgments about the outcome of these uncertain matters.
Deferred tax assets and liabilities are measured and recorded using currently enacted tax rates that are
expected to apply to taxable income in the years in which differences between the financial statement carrying
amounts of existing assets and liabilities and their tax bases are recovered or settled. The likelihood of a material
change in our expected realization of these assets is dependent on future taxable income, our ability to use foreign
tax credit carryforwards and carrybacks, final U.S. and non-U.S. tax settlements, changes in tax law, and the
effectiveness of our tax planning strategies in the various relevant jurisdictions. While management believes that its
judgments and interpretations regarding income taxes are appropriate, significant differences in actual experience
may require future adjustments to our tax assets and liabilities, which could be material.
In assessing the realizability of our deferred tax assets, we evaluate positive and negative evidence and use
judgments regarding past and future events, including results of operations and available tax planning strategies
that could be implemented to realize the deferred tax assets. Based on this assessment, we determine when it is
more likely than not that all or some portion of our deferred tax assets may not be realized, in which case we apply
a valuation allowance to offset the amount of such deferred tax assets. To the extent facts and circumstances
change in the future, adjustments to the valuation allowances may be required. The valuation allowance for deferred
tax assets of $88.4 million and $95.7 million at December 31, 2024 and 2023, respectively, relates principally to the
uncertainty of the utilization of tax loss and credit carryforwards in various jurisdictions.
Significant judgment is required in determining income tax provisions and in evaluating tax positions. We
establish additional provisions for income taxes when, despite the belief that tax positions are supportable, there
remain certain positions that do not meet the minimum probability threshold, which is a tax position that is more
likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of
business, we are examined by various federal, state and non-U.S. tax authorities. We regularly assess the potential
outcomes of these examinations and any future examinations for the current or prior years in determining the
48
adequacy of our provision for income taxes. We adjust the income tax provision, the current tax liability and deferred
taxes in any period in which we become aware of facts that necessitate an adjustment. We are currently under
examination in Germany and the United States. The ultimate outcome of these examinations could result in
increases or decreases to our recorded tax liabilities, which would affect our financial results. See Note 15 to the
consolidated financial statements in this Annual Report on Form 10-K for additional information regarding our
uncertain tax positions.
New Accounting Standards
See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for a
discussion of recently issued accounting standards, including estimated effects, if any, of the adoption of those
standards on our consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain financial risks, specifically fluctuations in market interest rates, foreign currency
exchange rates and, to a lesser extent, commodity prices. We address these risks through a risk management
program that includes the use of derivative financial instruments. We do not enter into derivative instruments for
trading or speculative purposes. We manage our exposure to counterparty risk on derivative instruments by
entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding
positions.
We also are exposed to changes in the market trading price of our common stock as it influences the valuation
of stock options and their effect on earnings.
Interest Rate Risk
We are exposed to changes in interest rates as a result of our borrowing activities and our cash balances. The
table below provides information regarding the interest rates by year of maturity for our fixed and variable rate debt
obligations. Variable interest rates on the revolving credit facility and the term loan facility on December 31, 2024
were determined using a base rate of the adjusted Term SOFR plus the applicable spread. The variable interest rate
on the accounts receivable securitization facility was based on SOFR plus the applicable spread.
Year of Maturity
2025
2026
2027
2028
2029
Thereafter
Total
Fixed rate debt
$
—
$
—
$
500.0
$
500.0
$
—
$
—
$
1,000.0
Average interest rate
— %
— %
4.625 %
4.250 %
— %
— %
4.438 %
Variable rate debt
$
100.0
$
25.0
$
538.0
$
—
$
—
$
—
$
663.0
Average interest rate
5.314 %
5.707 %
5.707 %
— %
— %
— %
5.648 %
A change of 1.0% in variable interest rates would increase or decrease annual interest expense by $6.6 million
based on our outstanding debt as of December 31, 2024.
Foreign Currency Risk
The global nature of our operations exposes us to foreign currency risks. These risks include exposure from the
effect of fluctuating exchange rates on payables and receivables as well as intercompany loans relating to
transactions that are denominated in currencies other than a location’s functional currency and exposure that arises
from translating the results of our worldwide operations to the U.S. dollar at exchange rates that have fluctuated
from the beginning of a reporting period. Our principal currency exposures relate to the Euro, Chinese Renminbi,
Mexican Peso, Malaysia Ringgit, Canadian Dollar, and Czech Koruna. We utilize foreign currency forward exchange
contracts and cross-currency interest rate swap contracts to attempt to minimize our exposure to these risks. Gains
and losses on these contracts substantially offset losses and gains on the underlying hedged transactions.
As of December 31, 2024, the total notional amount for the foreign currency forward exchange contracts and
cross-currency interest rates swap contracts, expressed in U.S. dollars, was $439.5 million and $1.0 billion,
respectively. A sensitivity analysis of changes in the fair value of these contracts outstanding as of December 31,
2024, while not predictive in nature, indicated that a hypothetical 10% increase/decrease in the value of the U.S.
dollar against all currencies would increase the fair value of these contracts by $71.0 million and decrease the fair
value of these contracts by $92.8 million, respectively, the majority of which relates to the cross-currency interest
rate swap contracts.
49
See Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K for
information regarding the accounting treatment of our foreign currency forward exchange contracts and cross-
currency interest rates swap contracts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item are included herein, commencing on
page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were functioning effectively to provide reasonable
assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of
1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if any, within a company have been
detected.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management’s report on internal control over financial reporting is set forth on page F-2 of this Annual
Report on Form 10-K and is incorporated by reference herein.
(c) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended December 31, 2024, none of our directors or executive officers entered into, modified
or terminated, contracts, instructions or written plans for the sale or purchase of our securities that were intended to
satisfy the affirmative defense conditions of Rule 10b5-1.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
50
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
For the information required by this Item 10 with respect to our Executive Officers, see Part I, Item 1. of this
report. For the other information required by this Item 10, see “Election Of Directors,” “Nominees for Election to the
Board of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” in
the Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein by reference. The Proxy
Statement for our 2025 Annual Meeting will be filed within 120 days after the end of the fiscal year covered by this
Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
For the information required by this Item 11, see “Compensation Discussion and Analysis,” “Compensation
Committee Report,” and “Executive Compensation” in the Proxy Statement for our 2025 Annual Meeting, which
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
For the information required by this Item 12 with respect to beneficial ownership of our common stock, see
“Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement for our 2025 Annual
Meeting, which information is incorporated herein by reference.
The following table sets forth certain information as of December 31, 2024 regarding our equity plans:
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights (1)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (A)) (2)
(A)
(B)
(C)
Equity compensation plans
approved by security holders
1,393,754
$239.43
3,583,530
(1) The number of securities in column (A) excludes: (i) 228,324 restricted stock units and (ii) 111,696 shares of common stock underlying
performance stock units if maximum performance levels are achieved; the actual number of shares, if any, to be issued with respect to the
performance stock units will be based on performance with respect to specified financial and relative stock price measures. Restricted stock
units and performance stock units have no exercise price.
(2) The number of securities in column (C) includes shares issuable under the Teleflex Incorporated 2023 Stock Incentive Plan (the “Plan”). All
available shares may be used for stock options and for equity awards that do not require payment of an exercise price, including restricted
stock units and performance stock units, subject to adjustment in accordance with special share counting rules in the Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
For the information required by this Item 13, see “Certain Transactions” and “Corporate Governance” in the
Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the information required by this Item 14, see “Audit and Non-Audit Fees” and “Audit Committee Pre-
Approval Procedures” in the Proxy Statement for our 2025 Annual Meeting, which information is incorporated herein
by reference.
51
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
Consolidated Financial Statements:
The Index to Consolidated Financial Statements and Schedule is set forth on page F-1 of this Annual Report on
Form 10-K.
(b)
Exhibits:
The following exhibits are filed as part of, or incorporated by reference into, this report (unless otherwise
indicated, the file number with respect to each filed document is 1-5353):
*3.1 — Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company’s Form 8-K filed on May 11, 2023).
*3.2 — Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Form 10-K filed on February 23, 2023).
*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, 2022).
*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, 2022).
*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) (incorporated by reference to Exhibit 4.1.5 to the
Company's Form 10-K filed on February 23, 2023).
*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, 2022).
*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) (incorporated by reference to Exhibit 4.2.23 to the
Company's Form 10-K filed on February 23, 2023).
*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 (incorporated by reference to Exhibit 4.3 to the Company's Form 10-K filed on February 23,
2024).
^*10.1 — Teleflex Incorporated Retirement Income Plan (formerly known as the Teleflex Incorporated
Salaried Employees’ Pension Plan), as amended and restated effective August 1, 2023
(incorporated by reference to Exhibit 10.1 to the Company's Form 10=K filed on February 23,
2023).
^*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).
Exhibit No.
Description
52
^*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).
^*10.3.3 — Second Amendment to Teleflex 401(k) Savings Plan, dated November 7, 2022 (incorporated by
reference to Exhibit 10.3.3 to the Company's Form 10-K filed on February 23, 2023).
^10.3.4 —
Third Amendment to the Teleflex 401(k) Savings Plan, dated December 4, 2024.
^*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).
^*10.5 — 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).
Exhibit No.
Description
53
*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).
^*10.21 — Teleflex Incorporated 2023 Stock Incentive Plan (incorporated by reference to Appendix A to the
Company's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders filed on March
31, 2023).
^*10.22 — Form of Stock Option Agreement under the Company’s 2023 Stock Incentive Plan (incorporated by
reference to Exhibit 10.22 to the Company's Form 10-K filed on February 23, 2024).
^*10.23 — Form of Restricted Stock Unit Agreement under the Company’s 2023 Stock Incentive Plan
(incorporated by reference to Exhibit 10.23 to the Company's Form 10-K filed on February 23,
2024).
^*10.24 — Form of Performance Stock Unit Agreement under the Company’s 2023 Stock Incentive Plan
(incorporated by reference to Exhibit 10.24 to the Company's Form 10-K filed on February 23,
2024).
19 — Insider Trading Policy
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.
^*97 — Policy relating to recovery of erroneously awarded compensation, as required by applicable listing
standards of the New York Stock Exchange (incorporated by reference to Exhibit 97 to the
Company's Form 10-K filed on February 23, 2024).
101.1 — The following materials from our Annual Report on Form 10-K for the year ended December 31,
2024, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated
Statements of Income for the years ended December 31, 2024, December 31, 2023 and
December 31, 2022; (ii) the Consolidated Statements of Comprehensive Income for the years
ended December 31, 2024, December 31, 2023 and December 31, 2022; (iii) the Consolidated
Balance Sheets as of December 31, 2024 and December 31, 2023; (iv) the Consolidated
Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and
December 31, 2022; (v) the Consolidated Statements of Changes in Equity for the years ended
December 31, 2024, December 31, 2023 and December 31, 2022; and (vi) Notes to Consolidated
Financial Statements.
104.1 — The cover page of the Company’s Annual Report on Form 10-K for the year ended December 31,
2024, formatted in inline XBRL (included in Exhibit 101.1).
Exhibit No.
Description
_____________________________________________________
*
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.
54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized as of the
date indicated below.
TELEFLEX INCORPORATED
By:
/s/ Liam J. Kelly
Liam J. Kelly
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and as of the date indicated below.
By:
/s/ Liam J. Kelly
By:
/s/ Thomas E. Powell
Liam J. Kelly
Thomas E. Powell
Chairman, President, Chief Executive Officer
and Director
Executive Vice President and Chief
Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)
By:
/s/ John R. Deren
John R. Deren
Corporate Vice President and Chief Accounting
Officer
(Principal Accounting Officer)
By:
/s/ Dr. Stephen K. Klasko
By:
/s/ Candace H. Duncan
Dr. Stephen K. Klasko
Director
Candace H. Duncan
Director
By:
/s/ Andrew A. Krakauer
By:
/s/ Gretchen R. Haggerty
Andrew A. Krakauer
Director
Gretchen R. Haggerty
Director
By:
/s/ Neena M. Patil
By:
/s/ John C. Heinmiller
Neena M. Patil
Director
John C. Heinmiller
Director
By:
/s/ Stuart A. Randle
By:
/s/ Jaewon Ryu
Stuart A. Randle
Director
Dr. Jaewon Ryu
Director
Dated: February 28, 2025
55
TELEFLEX INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Management's Report on Internal Control over Financial Reporting
F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
F-3
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022
F-5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and
2022
F-6
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
F-8
Consolidated Statements of Changes in Shareholders' Equity as of and for the years ended
December 31, 2024, 2023 and 2022
F-9
Notes to Consolidated Financial Statements
F-10
FINANCIAL STATEMENT SCHEDULE
Page
Schedule II Valuation and qualifying accounts as of and for the years ended December 31, 2024, 2023
and 2022
56
F-1
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Teleflex Incorporated and its subsidiaries (the “Company”) is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a
process designed by, or under the supervision of our Chief Executive Officer and Chief Financial Officer and
effected by the Company's board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2024. In making this assessment, management used the framework established in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework,
management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting
was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report
which appears herein.
/s/ Liam J. Kelly
/s/ Thomas E. Powell
Liam J. Kelly
Chairman, President and Chief Executive Officer
Thomas E. Powell
Executive Vice President and Chief Financial Officer
February 28, 2025
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Teleflex Incorporated
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes and financial statement
schedule, of Teleflex Incorporated and its subsidiaries (the “Company”) as listed in the accompanying index
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in
Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free
of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
F-3
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i)
relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Goodwill Impairment Assessments - Interventional Urology North America Reporting Unit
As described in Notes 1 and 8 to the consolidated financial statements, the Company’s goodwill balance was
$2,632.3 million as of December 31, 2024, of which $403.9 million relates to the Interventional Urology North
America (IU) reporting unit. Goodwill is not amortized but is tested for impairment annually during the fourth quarter
or more frequently if events or changes in circumstances indicate that an impairment may exist. As disclosed by
management, under a quantitative impairment test, the fair value of a reporting unit is compared to the carrying
value. The fair value of the reporting unit is calculated using a combination of two methods; one which estimates the
discounted cash flows of the reporting unit based on projected earnings in the future (the Income Approach) and
one which is based on revenue and EBITDA of similar businesses to those of the reporting unit in actual
transactions (the Market Approach). If the fair value of the reporting unit exceeds the carrying value, there is no
impairment. If the reporting unit carrying value exceeds the fair value, the Company recognizes an impairment loss
based on the amount the carrying value of the reporting unit exceeds its fair value. During the second quarter,
management identified indicators of a potential impairment related to the IU reporting unit. The indicators of a
potential impairment primarily arose from lower than anticipated sales results from the UroLift product line, primarily
driven by the adverse impact of persistent end-market challenges within the U.S. office site of service. Management
performed a quantitative impairment test of the reporting unit and determined that the fair value of the IU reporting
unit exceeded the carrying value. In connection with preparing the financial statements for the year ended
December 31, 2024, management performed the annual impairment test for goodwill and determined that the
carrying value of the IU reporting unit exceeded its fair value and the Company recognized an impairment charge of
$240 million. The more significant judgments and assumptions in determining the fair value of the IU reporting unit
for the 2024 impairment assessments included revenue growth rates, the projected operating margins, and the
discount rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment
assessments of the IU reporting unit is a critical audit matter are (i) the significant judgment by management when
developing the fair value estimates of the IU reporting unit; (ii) a high degree of auditor judgment, subjectivity, and
effort in performing procedures and evaluating management’s significant assumptions related to revenue growth
rates, the projected operating margins, and the discount rate; and (iii) the audit effort involved the use of
professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to management’s goodwill impairment assessments, including controls over the valuation of the IU
reporting unit. These procedures also included, among others, testing management’s process for developing the fair
value estimates of the IU reporting unit. Testing management’s process included (i) evaluating the appropriateness
of the income and market approaches; (ii) testing the completeness and accuracy of underlying data used in the
income and market approaches; and (iii) evaluating the reasonableness of the significant assumptions used by
management related to revenue growth rates, the projected operating margins, and the discount rate. Evaluating
management’s assumptions related to revenue growth rates and the projected operating margins involved
considering the current and past performance of the IU reporting unit, the consistency with external market and
industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the
income and market approaches and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2025
We have served as the Company’s auditor since 1962.
F-4
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
2024
2023
2022
(Dollars and shares in thousands, except
per share)
Net revenues
$ 3,047,324 $ 2,974,489 $ 2,791,041
Cost of goods sold
1,344,645 1,327,558 1,259,954
Gross profit
1,702,679 1,646,931 1,531,087
Selling, general and administrative expenses
995,271
929,867
863,748
Research and development expenses
161,672
154,351
153,819
Pension settlement charge
132,732
45,244
—
Goodwill impairment charge
240,000
—
—
Restructuring and other impairment charges
21,991
15,604
20,299
Gain on sale of assets and business
—
(4,448)
(6,504)
Income from continuing operations before interest, loss on
extinguishment of debt and taxes
151,013
506,313
499,725
Interest expense
83,544
85,082
54,264
Interest income
(8,009)
(12,781)
(912)
Loss on extinguishment of debt
—
—
454
Income from continuing operations before taxes
75,478
434,012
445,919
Taxes on income from continuing operations
5,316
76,440
83,003
Income from continuing operations
70,162
357,572
362,916
Operating (loss) income from discontinued operations
(634)
(1,608)
260
(Benefit) taxes on operating loss from discontinued operations
(147)
(364)
37
(Loss) income from discontinued operations
(487)
(1,244)
223
Net income
$
69,675 $
356,328 $
363,139
Earnings per share:
Basic:
Income from continuing operations
$
1.50 $
7.61 $
7.74
(Loss) income from discontinued operations
(0.01)
(0.03)
—
Net income
$
1.49 $
7.58 $
7.74
Diluted:
Income from continuing operations
$
1.49 $
7.56 $
7.67
(Loss) income from discontinued operations
(0.01)
(0.03)
0.01
Net income
$
1.48 $
7.53 $
7.68
Weighted average shares outstanding:
Basic
46,837
46,981
46,898
Diluted
47,094
47,304
47,309
The accompanying notes are an integral part of the consolidated financial statements.
F-5
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2024
2023
2022
(Dollars in thousands)
Net income
$
69,675 $
356,328 $
363,139
Other comprehensive income, net of tax:
Foreign currency:
Foreign currency translation adjustments, net of tax of
$(8,419), $7,182 and $(6,634), respectively
(92,594)
44,902
(62,904)
Foreign currency translation, net of tax
(92,594)
44,902
(62,904)
Pension and other postretirement benefits plans:
Prior service cost recognized in net periodic cost, net of tax of
$449, $233 and $232, respectively
(1,518)
(775)
(785)
Unamortized gain (loss) arising during the period, net of tax
of $(3,073), $(2,284) and $850, respectively
10,232
7,922
(3,649)
Plan settlement charge, net of tax of $(58,065), $(10,352)
and $0, respectively
80,074
34,892
—
Net loss recognized in net periodic cost, net of tax of $(286),
$(1,844) and $(1,778), respectively
866
6,145
5,882
Foreign currency translation, net of tax of $(87), $145 and
$(366), respectively
233
(434)
1,043
Pension and other postretirement benefits plans adjustment, net
of tax
89,887
47,750
2,491
Derivatives qualifying as hedges:
Unrealized gain on derivatives arising during the period, net
of tax $(454), $123 and $(551), respectively
1,977
8,314
7,179
Reclassification adjustment on derivatives included in net
income, net of tax of $92, $385 and $203, respectively
(1,534)
(11,849)
(3,329)
Derivatives qualifying as hedges, net of tax
443
(3,535)
3,850
Other comprehensive (loss) income, net of tax
(2,264)
89,117
(56,563)
Comprehensive income
$
67,411 $
445,445 $
306,576
The accompanying notes are an integral part of the consolidated financial statements.
F-6
TELEFLEX INCORPORATED
CONSOLIDATED BALANCE SHEETS
December 31,
2024
2023
(Dollars and shares in
thousands, except per share)
ASSETS
Current assets
Cash and cash equivalents
$
290,188
$
222,848
Accounts receivable, net
459,495
443,467
Inventories
600,133
626,216
Prepaid expenses and other current assets
117,851
107,471
Prepaid taxes
3,457
7,404
Total current assets
1,471,124
1,407,406
Property, plant and equipment, net
502,852
479,913
Operating lease assets
108,912
123,521
Goodwill
2,632,314
2,914,055
Intangibles assets, net
2,268,714
2,501,960
Deferred tax assets
11,374
6,748
Other assets
102,624
98,943
Total assets
$
7,097,914
$
7,532,546
LIABILITIES AND EQUITY
Current liabilities
Current borrowings
$
100,000
$
87,500
Accounts payable
141,031
132,247
Accrued expenses
143,167
146,880
Payroll and benefit-related liabilities
151,263
146,535
Accrued interest
5,338
5,583
Income taxes payable
41,318
41,453
Other current liabilities
67,243
46,547
Total current liabilities
649,360
606,745
Long-term borrowings
1,555,871
1,727,572
Deferred tax liabilities
391,066
456,080
Pension and postretirement benefit liabilities
20,185
23,989
Noncurrent liability for uncertain tax positions
1,831
3,370
Noncurrent operating lease liabilities
99,154
111,300
Other liabilities
102,307
162,502
Total liabilities
2,819,774
3,091,558
Commitments and contingencies
Shareholders’ equity
Common shares, $1 par value Issued: 2024 — 48,096 shares; 2023 — 48,046
shares
48,096
48,046
Additional paid-in capital
781,184
749,712
Retained earnings
4,115,870
4,109,736
Accumulated other comprehensive loss
(316,669)
(314,405)
4,628,481
4,593,089
Less: Treasury stock, at cost
350,341
152,101
Total shareholders' equity
4,278,140
4,440,988
Total liabilities and shareholders' equity
$
7,097,914
$
7,532,546
The accompanying notes are an integral part of the consolidated financial statements.
F-7
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2024
2023
2022
(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income
$
69,675
$
356,328
$
363,139
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (income) from discontinued operations
487
1,244
(223)
Depreciation expense
76,932
68,144
66,502
Intangible asset amortization expense
197,669
173,974
164,088
Deferred financing costs and debt discount amortization expense
3,415
3,400
4,053
Loss on extinguishment of debt
—
—
454
Pension settlement charge
132,732
45,244
—
Fair value step up of acquired inventory sold
1,722
1,536
—
Changes in contingent consideration
10,027
(27,243)
2,350
Asset impairments
7,834
—
1,497
Stock-based compensation
31,348
31,465
27,224
Gain on sale of assets and business
—
(4,448)
(6,504)
Goodwill impairment charge
240,000
—
—
Deferred income taxes, net
(130,237)
(13,046)
(13,008)
Payments for contingent consideration
—
(289)
(3,016)
Interest benefit on swaps designated as net investment hedges
(17,410)
(18,814)
(20,880)
Other
15,888
5,960
(2,906)
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable
(27,952)
(15,763)
(38,459)
Inventories
1,925
(41,068)
(110,686)
Prepaid expenses and other assets
43,026
(11,420)
13,420
Accounts payable, accrued expenses and other liabilities
9,665
(31,258)
(24,786)
Income taxes
(28,486)
(12,263)
(79,453)
Net cash provided by operating activities from continuing operations
638,260
511,683
342,806
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment
(126,434)
(91,442)
(79,190)
Payments for businesses and intangibles acquired, net of cash acquired
(120)
(603,920)
(198,429)
Proceeds from sales of business and assets
—
15,000
12,434
Net interest proceeds on swaps designated as net investment hedges
27,196
63,134
20,775
Proceeds from sales of investments
7,300
7,300
7,300
Purchase of investments
(7,300)
(11,300)
(22,300)
Net cash (used in) provided by investing activities from continuing operations
(99,358)
(621,228)
(259,410)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings
130,000
646,000
744,250
Reduction in borrowings
(291,500)
(544,750)
(884,500)
Debt extinguishment, issuance and amendment fees
—
—
(5,200)
Repurchase of common stock
(200,000)
—
—
Net proceeds from share based compensation plans and the related tax impacts
3,352
5,190
(4,308)
Payments for contingent consideration
(236)
(4,004)
(3,959)
Dividends paid
(63,541)
(63,896)
(63,789)
Net cash (used in) provided by financing activities from continuing operations
(421,925)
38,540
(217,506)
Cash flows from discontinued operations:
Net cash used in operating activities
(2,521)
(1,045)
(665)
Net cash provided by investing activities
—
—
1,469
Net cash (used in) provided by discontinued operations
(2,521)
(1,045)
804
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents
(9,654)
2,864
(19,744)
Net increase (decrease) in cash, cash equivalents and restricted cash equivalents
104,802
(69,186)
(153,050)
Cash, cash equivalents and restricted cash equivalents at the beginning of the year
222,848
292,034
445,084
Cash, cash equivalents and restricted cash equivalents at the end of the year
$
327,650
$
222,848
$
292,034
The accompanying notes are an integral part of the consolidated financial statements.
F-8
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Common Stock
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other Comprehensive
(Loss) Income
Treasury Stock
Total
Shareholders'
Equity
Shares
Dollars
Shares
Dollars
(Dollars and shares in thousands, except per share amounts)
Balance at December 31, 2021
47,929
$ 47,929 $ 693,090
$ 3,517,954
$
(346,959)
1,069
$ (157,266) $
3,754,748
Net income
363,139
363,139
Cash dividends ($1.36 per share)
(63,789)
(63,789)
Other comprehensive loss
(56,563)
(56,563)
Shares issued under
compensation plans
28
28
21,930
(32)
1,544
23,502
Deferred compensation
98
(5)
833
931
Balance at December 31, 2022
47,957
47,957
715,118
3,817,304
(403,522)
1,032
(154,889)
4,021,968
Net income
356,328
356,328
Cash dividends ($1.36 per share)
(63,896)
(63,896)
Other comprehensive income
89,117
89,117
Shares issued under compensation
plans
89
89
34,270
(21)
2,787
37,146
Deferred compensation
324
(5)
1
325
Balance at December 31, 2023
48,046
48,046
749,712
4,109,736
(314,405)
1,006
(152,101)
4,440,988
Net income
69,675
69,675
Cash dividends ($1.36 per share)
(63,541)
(63,541)
Other comprehensive income
(2,264)
(2,264)
Shares issued under compensation
plans
50
50
30,583
(29)
3,396
34,029
Repurchase of common stock
—
—
540
850
(202,435)
(201,895)
Deferred compensation
349
(5)
799
1,148
Balance at December 31, 2024
48,096
$ 48,096 $ 781,184
$ 4,115,870
$
(316,669)
1,822
$ (350,341) $
4,278,140
The accompanying notes are an integral part of the consolidated financial statements.
F-9
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts in thousands unless otherwise noted)
Note 1 — Summary of significant accounting policies
Consolidation: The consolidated financial statements include the accounts of Teleflex Incorporated and its
subsidiaries (referred to herein as “we,” “us,” “our” and “Teleflex"). Intercompany transactions are eliminated in
consolidation. These consolidated financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America ("GAAP") and reflect management’s estimates and assumptions
that affect the recorded amounts.
Use of estimates: The preparation of financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues
and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
Cash and cash equivalents: All highly liquid debt instruments with an original maturity of three months or less
are classified as cash equivalents. The carrying value of cash equivalents approximates the current market value.
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, 2024 and December 31, 2023 was
$10.0 million and $9.5 million, respectively. The current portion of the allowance for credit losses, which was
$6.1 million and $5.5 million as of December 31, 2024 and December 31, 2023, 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 first in, first out cost method. Elements of cost in inventory include raw materials, direct labor,
and manufacturing overhead. In estimating net realizable value, we evaluate inventory for excess and obsolete
quantities based on estimated usage and sales, among other factors.
Property, plant and equipment: Property, plant and equipment are stated at cost, net of accumulated
depreciation. Costs incurred to develop internal-use computer software during the application development stage
generally are capitalized. Costs of enhancements to internal-use computer software are capitalized, provided that
these enhancements result in additional functionality. Other additions and improvements that increase the capacity
or lengthen the useful lives of the assets are also capitalized. Composite useful lives for categories of property, plant
and equipment, which are depreciated on a straight-line basis, are as follows: buildings - 30 years; machinery and
equipment - 3 to 15 years; computer equipment and software - 3 to 10 years. Leasehold improvements are
depreciated over the lesser of the useful lives of the leasehold improvements or the remaining lease term. Repairs
and maintenance costs are expensed as incurred.
Goodwill and other intangible assets: Goodwill and other indefinite-lived intangible assets are not amortized but
are tested for impairment annually during the fourth quarter or more frequently if events or changes in
circumstances indicate that an impairment may exist. Impairment losses, if any, are included in income from
operations. The goodwill impairment test is applied to each of our reporting units. For purposes of this assessment,
a reporting unit is an operating segment, or a business one level below an operating segment (also known as a
component) if discrete financial information is prepared for that business and regularly reviewed by segment
management. However, separate components are aggregated as a single reporting unit if they have similar
economic characteristics.
In performing the goodwill impairment test, we may assess qualitative factors to determine whether it is more
likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but
are not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the
market for our products and services, regulatory and political developments, and entity specific factors such as
strategies and financial performance. If, after completing the qualitative assessment, we determine it is more likely
than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment
F-10
test, described below. Alternatively, we may elect to bypass the qualitative assessment and perform the quantitative
impairment test. Under a quantitative impairment test, we compare the fair value of a reporting unit to its carrying
value. If the reporting unit fair value exceeds the carrying value, there is no impairment. If the reporting unit carrying
value exceeds the fair value, we recognize an impairment loss based on the amount the carrying value of the
reporting unit exceeds its fair value. For the year ended December 31, 2024, we recognized a goodwill impairment
charge of $240 million related to our Interventional Urology North America reporting unit. For further information
refer to Note 8.
Our intangible assets consist of customer relationships, intellectual property, distribution rights, in-process
research and development ("IPR&D"), trade names and non-competition agreements. We define IPR&D as the
value of technology acquired for which the related projects have substance and are incomplete. IPR&D acquired in
a business acquisition is recognized at fair value and is required to be capitalized as an indefinite-lived intangible
asset until completion of the IPR&D project or upon abandonment. Upon completion of the development project
(generally when regulatory approval to market the product that utilizes the technology is obtained), an impairment
assessment is performed prior to amortizing the asset over its estimated useful life. If the IPR&D projects are
abandoned, the related IPR&D assets would be written off.
We test our indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in
circumstances indicate that an impairment may have occurred. Similar to the goodwill impairment test process, we
may elect to perform a qualitative assessment. If, after completing the qualitative assessment, we determine it is
more likely than not that the fair value of the indefinite-lived intangible asset is greater than its carrying amount, the
asset is not impaired. If we conclude it is more likely than not that the fair value of the indefinite-lived intangible
asset is less than the carrying value, we then proceed to a quantitative impairment test, which consists of a
comparison of the fair value of the intangible asset to its carrying amount.
Intangible assets that do not have indefinite lives, consisting of intellectual property, customer relationships,
distribution rights, certain trade names and non-competition agreements, are amortized over their estimated useful
lives, which are as follows: intellectual property, 8 to 20 years; customer relationships, 8 to 27 years; distribution
rights, 10 years; trade names, 15 to 30 years. The weighted average remaining amortization period with respect to
our intangible assets is approximately 12 years. We periodically evaluate the reasonableness of the useful lives of
these assets.
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.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-11
Share-based compensation: We estimate the fair value of share-based awards on the date of grant using an
option pricing model. The value of the portion of the award that is ultimately expected to vest, which is derived, in
part, following consideration of estimated forfeitures, is recognized as expense over the requisite service periods.
Share-based compensation expense related to stock options is measured using a Black-Scholes option pricing
model that takes into account subjective and complex assumptions with respect to the expected life of the options,
volatility, risk-free interest rate and expected dividend yield. The expected life of options granted is derived from the
vesting period of the award, as well as historical exercise behavior, and represents the period of time that options
granted are expected to be outstanding. Expected volatility is based on a blend of historical volatility and implied
volatility derived from publicly traded options to purchase our common stock, which we believe is more reflective of
market conditions and a better indicator of expected volatility than would be the case if we only used historical
volatility. The risk-free interest rate is the implied yield currently available on United States (or "U.S.") Treasury zero-
coupon issues with a remaining term equal to the expected life of the option. Forfeitures are estimated at the time of
grant based on management’s expectations regarding the extent to which awards ultimately will vest and are
adjusted for actual forfeitures when they occur.
Income taxes: The provision for income taxes is determined using the asset and liability approach of accounting
for income taxes. Under this approach, deferred tax assets and liabilities are recognized to reflect the future tax
consequences attributable to the differences between the financial statement carrying amounts of existing assets
and liabilities and their tax bases, and to reflect operating loss and tax credit carryforwards. The provision for
income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during
the year. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except to
the extent that such earnings are deemed to be permanently reinvested.
Significant judgment is required in determining income tax provisions and in evaluating tax positions. We
establish additional provisions for income taxes when, despite the belief that tax positions are supportable, there
remain certain positions that do not meet the minimum probability threshold, which is a tax position that is more
likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of
business, we are examined by various federal, state and non-U.S. tax authorities. We regularly assess the potential
outcomes of these examinations and any future examinations for the current or prior years in determining the
adequacy of our provision for income taxes. Interest accrued with respect to unrecognized tax benefits and income
tax related penalties are both included in taxes on income from continuing operations. We periodically assess the
likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and
deferred taxes in the period in which the facts that give rise to an adjustment become known.
Pensions and other postretirement benefits: We provide a range of benefits to eligible employees and retired
employees, including benefits available pursuant to pension and postretirement healthcare benefits plans. We
record annual amounts relating to these plans based on calculations which include various actuarial assumptions
such as discount rates, expected rates of return on plan assets, compensation increases, turnover rates and
healthcare cost trend rates. We review our actuarial assumptions on an annual basis and make modifications to the
assumptions based on current rates and trends when appropriate. The effect of the modifications is generally
amortized over future periods.
Restructuring costs: We primarily recognize employee termination benefits when payment becomes probable
and reasonably estimable because they are provided under an ongoing benefit arrangement and are based on
existing plans, historical experience and negotiated settlements of prior plans. Termination benefits provided under
one-time termination benefits arrangements, if any, are recognized upon communication to the employee. We
recognize charges ratably over the future service period if the employee is required to render service until
termination. Other restructuring costs may include facility closure, employee relocation, equipment relocation and
outplacement costs and are recognized in the period they are incurred.
Contingent consideration related to business acquisitions: In connection with business acquisitions, we may be
required to pay future consideration that is contingent upon the achievement of specified objectives such as receipt
of regulatory approval, commercialization of a product or achievement of sales targets. In a business combination,
we record a contingent liability, as of the acquisition date, representing the estimated fair value of the contingent
consideration that we expect to pay. We remeasure the fair value of our contingent consideration arrangements
each reporting period and, based on new developments, record changes in fair value until either the contingent
consideration obligation is satisfied through payment upon the achievement of, or the obligation no longer exists
due to the failure to achieve, the specified objectives. The change in the fair value is recorded in selling, general and
administrative expenses in the Consolidated Statement of Income. A contingent consideration payment is classified
as a financing activity in the consolidated statement of cash flows to the extent it was recorded as a liability as of the
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-12
acquisition date. Any additional amount paid in excess of the amount initially accrued is classified as an operating
activity in the consolidated statement of cash flows.
If the transaction is determined to be an asset acquisition rather than a business combination, a contingent
consideration liability is recognized when the specified objective is deemed probable and is estimable.
Revenue recognition: We primarily generate revenue from the sale of medical devices including single use
disposable devices and, to a lesser extent, reusable devices, instruments and capital equipment. Revenue is
recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the
transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our
products are shipped from the manufacturing or distribution facility. For the OEM (Original Equipment Manufacturer
and Development Services) product category, included within our Americas segment, most revenue is recognized
over time because OEM generates revenue from the sale of custom products that have no alternative use and we
have an enforceable right to payment to the extent that performance has been completed. We market and sell
products through our direct sales force and distributors to customers within the following end markets: (1) hospitals
and healthcare providers; (2) other medical device manufacturers; and (3) home care providers, which represented
87%, 11% and 2% of our consolidated net revenues, respectively, for the year ended December 31, 2024. Revenue
is measured as the amount of consideration we expect to receive in exchange for transferring goods. With respect
to the custom products sold in the OEM, revenue is measured using the units produced output method. Payment is
generally due 30 days from the date of invoice.
We have made the following revenue accounting policy elections and elected to use certain practical
expedients: (1) we account for amounts collected from customers for sales and other taxes, net of related amounts
remitted to tax authorities; (2) we do not adjust the promised amount of consideration for the effects of a significant
financing component because, at contract inception, we expect the period between the time when we transfer a
promised good or service to the customer and the time when the customer pays for that good or service will be one
year or less; (3) we expense costs to obtain a contract as they are incurred if the expected period of benefit, and
therefore the amortization period, is one year or less; (4) we account for shipping and handling activities that occur
after control transfers to the customer as a fulfillment cost rather than an additional promised service; (5) we classify
shipping and handling costs within cost of goods sold; and (6) with respect to OEM, we have applied the practical
expedient to exclude disclosure of remaining performance obligations as the contracts typically have a term of one
year or less.
The amount of consideration we receive and revenue we recognize varies as a result of changes in customer
sales incentives, including discounts and rebates, and returns offered to customers. The estimate of revenue is
adjusted upon the earlier of the following events: (i) the most likely amount of consideration expected to be received
changes or (ii) the consideration becomes fixed. Our policy is to accept returns only in cases in which the product is
defective and covered under our standard warranty provisions. When we give customers the right to return
products, we estimate the expected returns based on an analysis of historical experience. The liability for returns
and allowances, which includes liabilities established related to the Italian payback matter discussed in Note 17,
was $41.7 million and $22.2 million as of December 31, 2024 and 2023, respectively. In estimating customer
rebates, we consider the lag time between the point of sale and the payment of the customer’s rebate claim,
customer-specific trend analyses, contractual commitments, including stated rebate rates, historical experience with
respect to specific customers (as we have a history of providing similar rebates on similar products to similar
customers) and other relevant information. The reserve for customer incentive programs, including customer
rebates, was $24.9 million and $26.7 million at December 31, 2024 and 2023, respectively. We expect the amounts
subject to the reserve as of December 31, 2024 to be paid within 90 days subsequent to period-end.
Leases: We determine whether a contract is, or includes, a lease at inception. Right-of-use assets and lease
liabilities are recognized at lease commencement based on the estimated present value of unpaid lease payments
over the lease term. To determine the present value we use an incremental borrowing rate derived from information
available at lease commencement.
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.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-13
Note 2 — Recently issued accounting standards
In November 2023, the Financial Accounting Standard Board ("FASB") issued new guidance designed to
improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
expenses per segment. We adopted the new standard for the fiscal year ended December 31, 2024 using a
retrospective transition approach. Additional information and disclosures required by the new guidance are provided
in Note 18.
In December 2023, the FASB issued new guidance designed to improve income tax disclosure requirements,
primarily through increased disaggregation disclosures within the effective tax rate reconciliation as well as
enhanced disclosures on income taxes paid. The guidance is effective for all fiscal years beginning after December
15, 2024. The new standard can be adopted on a prospective basis with an option to be adopted retrospectively
and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our
consolidated financial statements.
In November 2024, the FASB issued new guidance designed to enhance disclosures regarding the nature of
expenses included in the income statement. The guidance requires tabular disclosures that disaggregate
information about prescribed expense categories within relevant income statement expense captions. The guidance
is effective for all fiscal years beginning after December 15, 2026 and for interim periods beginning after December
15, 2027. The new standard can be adopted on a prospective basis with an option to be adopted retrospectively
and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our
consolidated financial statements.
In March 2024, the SEC adopted final rules that require registrants to include certain climate-related disclosures
in registration statements and annual reports. The required disclosures include information about a registrant's
climate-related risks that are reasonably likely to have a material impact on its business, results of operations or
financial condition. The required information about climate-related risks will also include disclosure of a registrant's
greenhouse gas emissions and will require registrants to present certain climate-related financial disclosures in their
audited financial statements. The rules were to be effective for all fiscal years beginning in 2025. However, following
the adoption of the rules, challenges to the rules were brought in six federal appellate courts. These challenges
were consolidated for review in the U.S. Court of Appeals for the Eighth Circuit. Additional cases have been filed
since the consolidation order. On April 4, 2024, the SEC announced that it had stayed the rules pending the
completion of judicial review of the consolidated Eighth Circuit petitions. The SEC has further stated that it plans to
designate a new effective date and phase-in period for the implementation of the rules at the conclusion of the stay,
though this would occur only if the SEC prevails in the ongoing legal proceedings. We plan to monitor the status of
these rules, and, as appropriate, to evaluate the rules to determine their impact on our consolidated financial
statements.
From time to time, new accounting guidance issued by the FASB or other standard setting bodies is adopted as
of the specified effective date or, when permitted by the guidance and as determined by us, as of an earlier date.
We have assessed recently issued guidance that is not yet effective, except as noted above, and believe the new
guidance that we have assessed will not have a material impact on our results of operations, cash flows or financial
position.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-14
Note 3 - Net revenues
The following table disaggregates revenue by global product category for the years ended December 31, 2024,
2023 and 2022.
Year Ended December 31,
2024
2023
2022
Vascular access
$
732,675 $
708,044 $
683,612
Interventional
586,057
511,434
445,018
Anesthesia
395,285
389,957
388,890
Surgical
450,482
427,359
392,917
Interventional urology
331,092
319,785
322,832
OEM
344,511
326,008
272,624
Other (1)
207,222
291,902
285,148
Net revenues (2)
$
3,047,324 $
2,974,489 $
2,791,041
(1) Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products).
(2) The product categories listed above are presented on a global basis, as each of our reportable segments is defined based on the
geographic location of its operations.
Note 4 —Acquisitions
2023 acquisition
In the fourth quarter of 2023, we completed the acquisition of Palette Life Sciences AB (“Palette”), a privately
held medical device company that sells a portfolio of hyaluronic acid gel-based products primarily utilized in the
treatment of urology diseases including a rectal spacing product used in connection with radiation therapy treatment
of prostate cancer. Under the terms of the agreement, we acquired Palette for an initial cash payment of
$594.9 million, with the potential to make two milestone payments up to $50 million in the aggregate if certain
commercial milestones are met. The milestone payments are based on net sales growth over the two-year period
beginning January 1, 2024.
The fair value of the assets acquired and the liabilities assumed resulted in the recognition of $355.1 million of
goodwill, $264.0 million of intellectual property, $40.5 million of trade name assets and $29.0 million of customer
relationship assets. The fair value of the asset acquired reflects a modification in the third quarter of 2024 to our
allocation of the intangible assets acquired between our domestic and foreign entities as we identified new facts and
circumstances that existed as of the acquisition date. As a result, we recorded a measurement period adjustment
recognizing a $2.0 million decrease in the deferred tax liabilities and goodwill. The allocation change also impacted
the currency translation of certain assets and liabilities and as a result, we reversed previously recorded foreign
currency translation of $19.7 million, which decreased comprehensive income in the period. The adjustment did not
have a significant impact on our results from operations.
We have not reached an agreement on the closing statement adjustments with the seller. However, the
measurement period related to this acquisition expired during the fourth quarter of 2024, and as a result, any
subsequent adjustments to the consideration transferred will be recognized in the reporting period in which they are
settled.
The following unaudited pro forma combined financial presentation of Net income and Earnings per share for
the years ended December 31, 2023 and 2022, respectively, gives effect to the Palette acquisition as if it was
completed at the beginning of the earliest period presented. Revenues are not significant to the periods presented
and have not been included. The pro forma information is presented for informational purposes only and is not
necessarily indicative of the results of operations that actually would have occurred under our ownership and
management.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-15
Year Ended December 31,
2023
2022
(Unaudited)
Net income
$
310,356 $
282,425
Basic earnings per share:
Net income
$
6.61 $
6.02
Diluted earnings per share:
Net income
$
6.56 $
5.97
The unaudited pro forma combined financial information presented above includes the accounting effects of the
Palette acquisition, including, to the extent applicable, amortization charges from acquired intangible assets; interest
expense associated with borrowings to finance the acquisition; the revaluation of inventory; and the related tax
effects. The unaudited pro forma financial information also includes non-recurring charges specifically related to the
Palette acquisition.
Supplemental cash flow information
Year Ended December 31,
2024
2023
2022
Non cash investing and financing activities of continuing operations:
Acquisition of businesses
$
— $
27,000 $
43,168
Acquisition of BIOTRONIK Vascular Intervention business
On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular
Intervention business ("the VI Business") of privately-held BIOTRONIK SE & Co. KG (“BIOTRONIK”). See Note 20
for additional information related to this acquisition.
Note 5 — Restructuring and other impairment charges
2024 Restructuring plan
During the fourth quarter of 2024, we initiated the "2024 restructuring plan," a strategic restructuring plan aimed
at optimizing operations, reducing costs and enhancing efficiencies across our business lines, and includes the
relocation of select office administrative operations. We estimate that we will incur aggregate pre-tax restructuring
charges of $6 million to $7 million consisting primarily of termination benefits. In addition, we expect to incur $3
million to $4 million in restructuring related charges, most of which are expected to be recognized in selling, general
and administrative expenses. We expect this plan will be substantially completed by the end of 2025.
For the year ended December 31, 2024, we incurred $0.2 million in restructuring related charges in connection
with the 2024 restructuring plan, substantially all of which was recognized in selling, general and administrative
expenses.
2024 Footprint realignment plan
During the second quarter of 2024, we initiated the "2024 Footprint realignment plan," encompassing several
strategic restructuring initiatives. These initiatives primarily include the relocation of select manufacturing operations
to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts,
the relocation of certain integral product development and manufacturing support functions, the optimization of
certain supply chain activities and related workforce reductions. The actions under the 2024 Footprint realignment
plan are expected to be substantially completed by the end of 2025.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-16
The following table provides a summary of the cost estimates by major type of expense associated with the
2024 Footprint realignment plan:
Total estimated amount expected to be incurred
Plan expense estimates:
(Dollars in millions)
Restructuring charges (1)
$16 million to $20 million
Restructuring related charges (2)
$21 million to $26 million
Total restructuring and restructuring related charges
$37 million to $46 million
(1) Substantially all of the charges consist of employee termination benefit cost.
(2) Consists of pre-tax charges related to accelerated depreciation and other costs directly related to the plan, primarily project
management costs and costs to relocate manufacturing operations and support functions to the new locations. Substantially all of the
charges are expected to be recognized within costs of goods sold.
For the year ended December 31, 2024, we incurred $6.6 million in restructuring related charges in connection
with the 2024 Footprint realignment plan, substantially all of which was recognized in cost of goods sold.
2023 Footprint Realignment plan
During the third quarter of 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily
involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of
certain manufacturing processes and related workforce reductions. These actions are expected to be substantially
completed by the end of 2027. The following table provides a summary of the cost estimates by major type of
expense associated with the 2023 Footprint realignment plan:
Total estimated amount expected to be incurred
Plan expense estimates:
(Dollars in millions)
Restructuring charges (1)
$4 million to $6 million
Restructuring related charges (2)
$7 million to $9 million
Total restructuring and restructuring related charges
$11 million to $15 million
(1) Substantially all of the charges consist of employee termination benefit cost.
(2) Restructuring related charges represent costs that are directly related to the 2023 Footprint realignment plan and principally constitute
costs to transfer manufacturing operations to existing lower-cost locations and project management costs. Substantially all of these
charges are expected to be recognized within cost of goods sold.
For the year ended December 31, 2024, we incurred $2.6 million in restructuring related charges in connection
with the 2023 Footprint realignment plan, all of which was recognized in cost of goods sold. As of December 31,
2024, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of
$2.8 million. In addition, as of December 31, 2024, we have incurred aggregate restructuring related charges of
$2.7 million with respect to the 2023 Footprint realignment plan, consisting of certain costs that principally resulted
from the transfer of manufacturing operations to new locations.
2023 Restructuring plan
During the fourth quarter of 2023, we initiated the "2023 restructuring plan," which primarily involves the
integration of Palette into Teleflex and workforce reductions designed to improve operating performance across the
organization by creating efficiencies that align with evolving market demands and our strategy to enhance long-term
value creation. The plan is substantially complete and as a result, we expect future restructuring expenses
associated with the plan to be immaterial.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-17
The following table summarizes the restructuring reserve activity related to our 2024 Restructuring plan, 2024
Footprint realignment plan and 2023 Footprint realignment plan:
2024 Restructuring
plan
2024 Footprint
realignment plan
2023 Footprint
realignment plan
Balance at December 31, 2022
$
— $
— $
—
Subsequent accruals
—
—
1,451
Cash payments
—
—
(108)
Balance at December 31, 2023 (1)
—
—
1,343
Accruals
6,100
11,203
1,377
Cash payments
(777)
(1,442)
(32)
Foreign currency translation and other
427
961
—
Balance at December 31, 2024 (1)
$
5,750 $
10,722 $
2,688
(1)
The restructuring reserves as of December 31, 2024 and 2023 consisted mainly of accruals related to termination benefits. Other costs
(facility closure, employee relocation, equipment relocation and outplacement costs) were expensed and paid in the same period.
The restructuring and impairment charges recognized for the years ended December 31, 2024, 2023, and 2022
consisted of the following:
2024
Termination benefits
Other Costs (1)
Total
2024 Restructuring plan
$
6,086 $
14 $
6,100
2024 Footprint realignment plan
11,164
39
11,203
2023 Restructuring plan
(1,524)
82
(1,442)
2023 Footprint realignment plan
1,344
33
1,377
2022 Restructuring plan
(1,454)
22
(1,432)
Other restructuring programs (2)
(1,665)
16
(1,649)
Total restructuring charges
13,951
206
14,157
Asset impairment charges
—
7,834
7,834
Total restructuring and other impairment charges
$
13,951 $
8,040 $
21,991
2023
Termination benefits
Other Costs (1)
Total
2023 Restructuring plan
$
12,535 $
— $
12,535
2023 Footprint realignment plan
1,451
—
1,451
2022 Restructuring plan
2,759
369
3,128
Respiratory divestiture plan
(946)
17
(929)
Other restructuring programs (3)
(1,015)
434
(581)
Total restructuring and other impairment charges
$
14,784 $
820 $
15,604
2022
Termination benefits
Other Costs (1)
Total
2022 Restructuring plan
$
15,465 $
58 $
15,523
Respiratory divestiture plan
504
74
578
2019 Footprint realignment plan
(1,120)
133
(987)
2018 Footprint realignment plan
1,230
846
2,076
Other restructuring programs (3)
1,306
306
1,612
Total restructuring charges
17,385
1,417
18,802
Asset impairment charges
—
1,497
1,497
Total restructuring and other impairment charges
$
17,385 $
2,914 $
20,299
(1)
Includes facility closure, contract termination and other exit costs.
(2)
Includes activity primarily related to our 2018 and 2019 Footprint realignment plans, which have concluded.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-18
(3)
Includes activity primarily related to a restructuring plan initiated in the first quarter of 2022 that is designed to relocate manufacturing
operations at certain of our facilities (the "2022 Manufacturing relocation plan") and our 2014, 2018, and 2019 Footprint realignment
plans, which have concluded.
Other Impairment charges
For the year ended December 31, 2024, we recorded non-cash impairment charges totaling $7.8 million related
to a decrease in the carrying value of an equity investment and an impairment of a portion of our operating lease
assets stemming from our cessation of occupancy of a specific facility. For the year ended December 31, 2022, we
recorded impairment charges of $1.5 million related to our decision to abandon certain assets.
Note 6 — Inventories
Inventories at December 31, 2024 and 2023 consist of the following:
2024
2023
Raw materials
$
155,201 $
179,517
Work-in-process
115,814
111,132
Finished goods
329,118
335,567
Inventories
$
600,133 $
626,216
Note 7 — Property, plant and equipment
The major classes of property, plant and equipment, at cost, at December 31, 2024 and 2023 were as follows:
2024
2023
Land, buildings and leasehold improvements
$
291,696 $
284,604
Machinery and equipment
474,879
459,268
Computer equipment and software
234,251
214,573
Construction in progress
112,708
94,633
1,113,534
1,053,078
Less: Accumulated depreciation
(610,682)
(573,165)
Property, plant and equipment, net
$
502,852 $
479,913
Note 8 — Goodwill and other intangible assets
Changes in the carrying amount of goodwill, by reportable operating segment, for the years ended
December 31, 2024 and 2023 were as follows:
Americas
EMEA
Asia
Total
Balance as of December 31, 2022
Goodwill
$
1,843,103 $
468,524 $
225,103 $ 2,536,730
Goodwill related to acquisitions
333,462
4,284
19,279
357,025
Translation and other adjustments
3,517
14,936
1,847
20,300
Balance as of December 31, 2023
2,180,082
487,744
246,229
2,914,055
Goodwill impairment charge
(240,000)
—
—
(240,000)
Goodwill related to acquisitions
(1,953)
—
—
(1,953)
Translation and other adjustments
(5,360)
(22,255)
(12,173)
(39,788)
Balance as of December 31, 2024
$
1,932,769 $
465,489 $
234,056 $ 2,632,314
Our goodwill impairment testing is performed annually during the fourth quarter of each fiscal year in addition to
periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be
recoverable. During the second quarter of 2024, we identified indicators of a potential impairment related to our
Interventional Urology North America reporting unit (the “IU reporting unit”), included within our Americas operating
segment. The indicators of a potential impairment primarily arose from lower than anticipated sales results from our
UroLift product line (“UroLift"), primarily driven by the adverse impact of persistent end-market challenges within the
U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income
and the market approaches and no impairment to goodwill was recognized in the second quarter of 2024 as the fair
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-19
value of the reporting unit exceeded the carrying value. During the third quarter of 2024, the IU reporting unit
performed largely in line with the forecast used in the second quarter 2024 quantitative fair value test.
In connection with preparing the financial statements for the year ended December 31, 2024, we performed our
annual impairment test for goodwill and determined that the carrying value of the IU reporting unit exceeded its fair
value. Consequently, we recognized an impairment charge of $240 million in the goodwill impairment line in the
Consolidated Statements of Income. The charge was primarily driven by updates to our UroLift forecast, done as
part of our annual operating plan process, which reflects management's expectations of a prolonged period of
subdued revenue growth due to persistent end-market challenges and changes in competitive pressures in the
short to mid-term. Moreover, we anticipate that challenges related to a combination of price, mainly within the office
site of service, and volume, will likely continue to impact growth rates.
As of December 31, 2024, goodwill of the IU reporting unit was $403.9 million after the impairment charge. We
estimated the fair value of the reporting unit using both the income and the market approaches. The more significant
judgments and assumptions in determining the fair value of the IU reporting unit for our 2024 impairment
assessments included the revenue growth rates, the projected operating margins and the discount rate. The
quantitative assessment utilized a discount rate of 10.75%.
Intangible assets at December 31, 2024 and 2023 consisted of the following:
Gross Carrying Amount
Accumulated Amortization
2024
2023
2024
2023
Customer relationships
$ 1,354,087 $ 1,363,839 $ (620,619) $ (561,753)
In-process research and development
23,666
27,476
—
—
Intellectual property
1,870,407
1,890,957
(863,066)
(745,094)
Distribution rights
23,004
23,301
(22,524)
(22,048)
Trade names
603,202
610,146
(99,443)
(84,864)
Non-compete agreements
21,894
21,934
(21,894)
(21,934)
$ 3,896,260 $ 3,937,653 $ (1,627,546) $ (1,435,693)
As of December 31, 2024, trade names having a carrying value of $227.7 million are considered indefinite-lived.
Acquired IPR&D is indefinite-lived until the completion of the related development project, at which point
amortization of the carrying value of the technology will commence.
Amortization expense related to intangible assets was $197.7 million, $174.0 million, and $164.1 million for the
years ended December 31, 2024, 2023 and 2022, respectively. The estimated annual amortization expense for
each of the five succeeding years is as follows:
2025
$
189,100
2026
186,300
2027
183,100
2028
179,100
2029
169,900
Note 9 — Leases
We have operating leases for various types of properties, consisting of manufacturing plants, engineering and
research centers, distribution warehouses, offices and other facilities, and equipment used in operations. Some
leases provide us with an option, exercisable at our sole discretion, to terminate the lease or extend the lease term
for 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
$29.3 million, $31.1 million and $30.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-20
Maturities of lease liabilities
December 31, 2024
2025
$
21,965
2026
23,254
2027
21,860
2028
20,327
2029
16,745
2030 and thereafter
32,764
Total lease payments
136,915
Less: interest
(20,403)
Present value of lease liabilities
$
116,512
Supplemental information
December 31, 2024
December 31, 2023
Total lease liabilities (1)
$
116,512
$
130,801
Cash paid for amounts included in the measurement of lease liabilities within
operating cash flows
$
24,483
$
26,938
Right of use assets obtained in exchange for operating lease obligations
$
4,349
$
12,145
Weighted average remaining lease term
6.5 years
7.0 years
Weighted average discount rate
4.6 %
4.4 %
(1) The current portion of the operating lease liability is included in other current liabilities.
Note 10 — Borrowings
Our borrowings at December 31, 2024 and 2023 were as follows:
2024
2023
Senior Credit Facility:
Revolving credit facility, at a rate of 5.71% at December 31, 2024, and 6.71% at
December 31, 2023, due 2027
$
113,000 $
262,000
Term loan facility, at a rate of 5.71% at December 31, 2024 and 6.71% at
December 31 2023, due 2027
475,000
487,500
4.625% Senior Notes due 2027
500,000
500,000
4.25% Senior Notes due 2028
500,000
500,000
Securitization program, at a rate of 5.18% at December 31, 2024 and 6.34% at
December 31, 2023
75,000
75,000
1,663,000
1,824,500
Less: Unamortized debt issuance costs
(7,129)
(9,428)
1,655,871
1,815,072
Current portion of borrowings
(100,000)
(87,500)
Long-term borrowings
$ 1,555,871 $ 1,727,572
Senior credit facility
In 2022, we amended and restated our existing credit agreement by entering into a Third Amended and
Restated Credit Agreement (the “Credit Agreement”) which provides for a five-year revolving credit facility of
$1.0 billion and a term loan facility of $500.0 million. The obligations under the Credit Agreement are guaranteed
(subject to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The
obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on
substantially all of the assets owned by us and each guarantor. The maturity date of the revolving credit facility and
the term loan facility under the Credit Agreement is November 4, 2027.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-21
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.
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.
We may, on one or more occasions, redeem some or all of the 2027 Notes at a redemption price of 102.313%
of the principal amount of the 2027 Notes subject to redemption, declining, in annual increments of 0.771%, to
100% of the principal amount on November 15, 2025, plus accrued and unpaid interest.
The indenture relating to the 2027 Notes contains covenants that, among other things and subject to certain
exceptions, limit or restrict our ability to create liens; merge, consolidate, sell or otherwise dispose of all or
substantially all of our assets; or enter into sale leaseback transactions.
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.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-22
Our obligations under the 2028 Notes are fully and unconditionally guaranteed, jointly and severally, by each of
our existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Credit
Agreement and by certain of our other 100% owned domestic subsidiaries.
We may, on one or more occasions, redeem some or all of the 2028 Notes at a redemption price of 102.125%
of the principal amount of the 2028 Notes subject to redemption, declining, in annual increments of 1.0625%, to
100% of the principal amount on June 1, 2025, plus accrued and unpaid interest.
The indenture relating to the 2028 Notes contains covenants that, among other things, limit or restrict our ability,
and the ability of our subsidiaries, to create liens; merge, consolidate, sell or otherwise dispose of all or substantially
all of our assets; and enter into sale leaseback transactions.
Securitization program
We have an accounts receivable securitization facility under which accounts receivable of certain domestic
subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote,
consolidated subsidiary of Teleflex. Accordingly, the assets of the SPE are not available to satisfy the obligations of
Teleflex or any of its subsidiaries. The SPE sells undivided interests in those receivables to an asset backed
commercial paper conduit for consideration of up to the maximum available capacity. This facility is utilized from
time to time to provide increased flexibility in funding short term working capital requirements. The agreement
governing the accounts receivable securitization facility contains certain covenants and termination events. An
occurrence of an event of default or a termination event under this facility may give rise to the right of its
counterparty to terminate this facility. As of December 31, 2024, we were in compliance with the covenants, and
none of the termination events had occurred. As of December 31, 2024 and 2023, we had $75.0 million (the
maximum amount available) of outstanding borrowings under our accounts receivable securitization facility.
VI Business acquisition financing
On February 24, 2025, we amended and restated our existing Credit Agreement to facilitate our upcoming
acquisition of the VI Business. See Note 20 for additional information.
Fair value of long-term debt
To determine the fair value of our debt for which quoted prices are not available, we use a discounted cash flow
technique that incorporates a market interest yield curve with adjustments for duration, optionality and risk profile.
Our implied credit rating is a factor in determining the market interest yield curve. The following table provides the
fair value of our debt as of December 31, 2024 and 2023, which is valued based on Level 2 inputs within the
hierarchy used to measure fair value (see Note 12 for further information):
December 31, 2024
December 31, 2023
Fair value of debt
$
1,632,020 $
1,838,993
Debt Maturities
As of December 31, 2024, the aggregate amounts of long-term debt, demand loans and debt under our
securitization program that will mature during each of the next four years and thereafter were as follows:
2025
$
100,000
2026
25,000
2027
1,038,000
2028
500,000
2029 and thereafter
—
Supplemental cash flow information
Year Ended December 31,
2024
2023
2022
Cash interest paid
$
98,376 $
100,218 $
70,918
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-23
Note 11 — Financial instruments
Foreign currency forward contracts
We use derivative instruments for risk management purposes. Foreign currency forward contracts designated
as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts
not designated as hedges for accounting purposes are used to manage exposure related to near term foreign
currency denominated monetary assets and liabilities. We enter into the non-designated foreign currency forward
contracts for periods consistent with the currency exposures, which generally approximate one month. For the years
ended December 31, 2024 and 2023, we recognized a gain of $4.1 million and a loss of $3.2 million, respectively,
related to non-designated foreign currency forward contracts.
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of
December 31, 2024 and 2023 was $270.9 million and $234.1 million, respectively. The total notional amount for all
open non-designated foreign currency forward contracts as of December 31, 2024 and 2023 was $168.6 million and
$195.0 million, respectively. All open foreign currency forward contracts as of December 31, 2024 have durations of
12 months or less.
VI Business acquisition foreign exchange derivative contracts
In conjunction with our upcoming acquisition of the VI Business, we entered into foreign exchange derivative
contracts with an aggregate notional value of €700 million to economically hedge against the foreign currency
exposure associated with the cash consideration needed to complete the acquisition. See Note 20 for additional
information.
Cross-currency interest rate swaps
During 2019, we entered into cross-currency swap agreements with five different financial institution
counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2019 Cross-
currency swaps"). Under the terms of the cross-currency swap agreements, we notionally exchanged $250 million
at an annual interest rate of 4.88% for €219.2 million at an annual interest rate of 2.46%. The swap agreements are
designed as net investment hedges. On February 26, 2024, the agreements related to our 2019 Cross-currency
swap with an original maturity date of March 4, 2024 were terminated resulting in $12.1 million in cash settlement
proceeds.
On February 26, 2024, we executed two separate term cross-currency swap agreements set to expire on
February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to
euro exchange rate. Each of the swap agreements had a notional principal amount of $250 million and was
designated as a net investment hedge. On April 25, 2024, the cross-currency agreements executed in February
2024 were terminated in response to changes in market conditions, resulting in $0.4 million in a cash settlement
payment, and we simultaneously executed two new separate term cross-currency swap agreements with the same
expiration dates and notional values (together, the "2024 Cross-currency swap agreements"). The cross-currency
swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged
$250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.44%. The cross-
currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally
exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.45%.
Both of the 2024 Cross-currency swap agreements are designated as net investment hedges.
During 2023, we executed new cross-currency swap agreements with six different financial institution
counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate, ("the 2023 Cross-
currency swaps"). Under the terms of the cross-currency swap agreements, we have notionally exchanged
$500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 3.05%. The swap
agreements are designated as net investment hedges and expire on October 4, 2025.
Shortly after the execution of the 2023 Cross-currency swaps, we entered into a zero cost foreign exchange
collar contract that aligns with the notional amount and expiration date of the 2023 Cross-currency swaps. We sold
a put option with a lower strike price and bought a call option with a higher strike price to manage the foreign
exchange risk related to the final settlement of the $500 million notional cross currency swaps. Upon the execution
of the zero cost foreign exchange collar contract, we have de-designated the existing $500 million notional cross-
currency swaps and re-designated the combined $500 million notional cross currency swaps and zero cost collar
into a new hedging instrument. At re-designation, the existing $500 million notional cross-currency swaps were off-
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-24
market due to changes in foreign exchange rates and interest rates. The off-market value due to interest rates will
be amortized ratably into earnings through October 2025 and the off-market value due to foreign exchange rates will
remain in accumulated other comprehensive income until the underlying net investment is sold. The combined
cross-currency swaps and zero cost collar has been designated as a net investment hedge for accounting
purposes.
The swap agreements described above require an exchange of the notional amounts upon expiration or earlier
termination of the agreements. We and the counterparties have agreed to effect the exchange through a net
settlement.
The cross-currency swaps are marked to market at each reporting date and any changes in fair value are
recognized as a component of accumulated other comprehensive income (loss) ("AOCI") while the accrued interest
is recognized in interest expense in the statement of operations. The following table summarizes the foreign
exchange gains and losses recognized within AOCI and the interest benefit recognized within interest expense
related to cross currency swaps for the years ended December 31, 2024 and December 31, 2023:
December 31, 2024
December 31, 2023
Foreign exchange gains (losses)
$
28,387 $
(24,210)
Interest benefit
17,410
18,814
Balance sheet presentation
The following table presents the locations in the consolidated balance sheets and fair value of derivative
instruments as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Asset derivatives:
Designated foreign currency forward contracts
$
5,780 $
1,629
Non-designated foreign currency forward contracts
254
937
Cross-currency interest rate swap
15,972
16,883
Prepaid expenses and other current assets
22,006
19,449
Cross-currency interest rate swap
5,409
—
Other assets
5,409
—
Total asset derivatives
$
27,415 $
19,449
Liability derivatives:
Designated foreign currency forward contracts
$
3,078 $
1,866
Non-designated foreign currency forward contracts
931
1,340
Cross-currency interest rate swap
9,575
—
Other current liabilities
13,584
3,206
Cross-currency interest rate swap
—
32,097
Other liabilities
—
32,097
Total liability derivatives
$
13,584 $
35,303
See Note 13 for information on the location and amount of gains and losses attributable to derivatives that were
reclassified from AOCI to expense (income), net of tax.
For the years ended December 31, 2024, 2023 and 2022, there was no 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.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-25
The levels of inputs within the hierarchy used to measure fair value are as follows:
Level 1 — inputs to the fair value measurement that are quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 — inputs to the fair value measurement that include quoted prices for similar assets or liabilities in
active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other
than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or
corroborated by observable market data by correlation or other means.
Level 3 — inputs to the fair value measurement that are unobservable inputs for the asset or liability.
The following tables provide information regarding our financial assets and liabilities measured at fair value on a
recurring basis as of December 31, 2024 and 2023:
Basis of fair value measurement
December 31, 2024
(Level 1)
(Level 2)
(Level 3)
Investments in marketable securities
$
39,559 $
39,559 $
— $
—
Derivative assets
27,415
—
27,415
—
Derivative liabilities
13,584
—
13,584
—
Contingent consideration liabilities
49,277
—
—
49,277
Basis of fair value measurement
December 31, 2023
(Level 1)
(Level 2)
(Level 3)
Investments in marketable securities
$
5,306 $
5,306 $
— $
—
Derivative assets
19,449
—
19,449
—
Derivative liabilities
35,303
—
35,303
—
Contingent consideration liabilities
39,486
—
—
39,486
There were no transfers of financial assets or liabilities into or out of Level 3 within the fair value hierarchy
during the years ended December 31, 2024 or 2023.
Valuation Techniques
Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities,
including money market funds. The investment assets are valued using quoted market prices.
Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward
contracts and cross-currency interest rate swap agreements. We use foreign currency forward contracts and cross-
currency interest rate swap agreements to manage foreign currency transaction exposure as well as exposure to
foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency
forward and cross-currency swap agreements by calculating the amount required to enter into offsetting contracts
with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the
counterparties.
Our financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration
arrangements pertaining to our acquisitions. Our primary non-recurring fair value estimates, which utilize Level 3
inputs, typically include the following: business acquisitions (Note 4); goodwill impairment testing (Note 8) and asset
impairments (Note 5).
Contingent consideration
Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the
achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are
remeasured to fair value each reporting period using assumptions including revenue growth rates (based on internal
operational budgets and long-range strategic plans), revenue volatility, discount rates, probability of payment and
projected payment dates.
We determine the fair value of certain contingent consideration liabilities using a Monte Carlo simulation (which
involves a simulation of future revenues during the earn-out period using management's best estimates) or
discounted cash flow analysis. Increases in projected revenues, estimated cash flows and probabilities of payment
may result in significantly higher fair value measurements; decreases in these items may have the opposite effect.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-26
Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements
and decreases in the discount rates may have the opposite effect. As of December 31, 2024, the maximum amount
we could be required to pay under the contingent consideration arrangements related to the Palette and 2022
acquisition of Standard Bariatrics Inc. was $177.0 million.
The table below provides additional information regarding the valuation technique and inputs used in
determining the fair value of our significant contingent consideration liabilities.
Contingent Consideration Liability
Valuation Technique
Unobservable Input
Revenue-based
Monte Carlo simulation
Revenue volatility
17.5%
Risk free rate
Cost of debt structure
Projected year of payment
2025 - 2026
The following table provides information regarding changes in our contingent consideration liabilities for the
years ended December 31, 2024 and 2023:
Contingent consideration
2024
2023
Beginning balance – January 1
$
39,486 $
44,022
Initial estimate upon acquisition
—
27,000
Payments
(236)
(4,293)
Revaluations and other adjustments
10,027
(27,243)
Ending balance – December 31
$
49,277 $
39,486
Note 13 — Shareholders' equity
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:
2024
2023
2022
Basic
46,837
46,981
46,898
Dilutive effect of share based awards
257
323
411
Diluted
47,094
47,304
47,309
Weighted average shares that were antidilutive and therefore excluded from the calculation of diluted earnings
per share were 0.9 million, 0.7 million, and 0.5 million for the years ended December 31, 2024, 2023, and 2022,
respectively.
On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our
common stock. The timing, price and actual number of shares of common stock that may be repurchased under the
share repurchase authorization will depend on a variety of factors including price, market conditions and corporate
and regulatory requirements. The repurchases may occur in open market transactions, transactions structured
through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock
or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and
business conditions, applicable legal and credit requirements and other corporate considerations. The authorization
of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock,
and the repurchase program may be suspended or discontinued at any time. On August 2, 2024, we entered into an
accelerated share repurchase agreement for $200 million of our common stock. Under this agreement, 678,110
shares of common stock, representing 80% of the $200 million aggregate, were delivered and included in treasury
stock. The initial shares received were calculated based on a price per share of $235.95, which was the closing
share price of our common stock on August 1, 2024. Final settlement under the ASR Transaction occurred on
October 30, 2024, at which time we received 172,351 additional shares of common stock. The total shares received
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-27
were calculated based on a price per share of $235.17, which was based on volume-weighted average prices of our
common stock during the accelerated share repurchase period less a discount.
In February 2025, we entered into a new $300 million accelerated share repurchase agreement. See Note 20
for additional information related to this agreement.
The following table provides information relating to the changes in accumulated other comprehensive income
(loss), net of tax, for each of the years ended December 31, 2024 and 2023:
Cash Flow
Hedges
Pension and
Other
Postretirement
Benefit Plans
Foreign
Currency
Translation
Adjustment
Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2022
$
4,931 $ (135,799) $ (272,654) $
(403,522)
Other comprehensive income before reclassifications
8,314
42,380
44,902
95,596
Amounts reclassified from accumulated other
comprehensive income
(11,849)
5,370
—
(6,479)
Net current-year other comprehensive income (loss)
(3,535)
47,750
44,902
89,117
Balance at December 31, 2023
1,396
(88,049) (227,752)
(314,405)
Other comprehensive income (loss) before reclassifications
1,977
10,465
(92,594)
(80,152)
Amounts reclassified from accumulated other
comprehensive income
(1,534)
79,422
—
77,888
Net current-year other comprehensive (loss) income
443
89,887
(92,594)
(2,264)
Balance at December 31, 2024
$
1,839 $
1,838 $ (320,346) $
(316,669)
The following table provides information relating to the (gains) losses recognized in the statements of income
including the reclassifications of losses (gains) in accumulated other comprehensive (loss) income into expense/
(income), net of tax, for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31,
2024
2023
2022
(Gains) losses on designated foreign exchange forward contracts:
Cost of goods sold
$
(1,626) $
(12,234) $
(3,532)
Total before tax
(1,626)
(12,234)
(3,532)
Taxes expense
92
385
203
Net of tax
(1,534)
(11,849)
(3,329)
Amortization of pension and other postretirement benefits items:
Actuarial losses (1)
1,152
7,989
7,660
Prior-service credits (1)
(1,967)
(1,008)
(1,017)
Settlements
138,139
—
—
Total before tax
137,324
6,981
6,643
Tax benefit
(57,902)
(1,611)
(1,546)
Net of tax
79,422
5,370
5,097
Impact on income from continuing operations, net of tax
$
77,888 $
(6,479) $
1,768
(1)
These accumulated other comprehensive (loss) income components are included in the computation of net benefit cost of pension and
other postretirement benefit plans (see Note 16 for additional information).
Note 14 — Stock compensation plans
In May 2023, our stockholders approved the Teleflex Incorporated 2023 Stock Incentive Plan (the "Plan”), The
Plan provides for several different kinds of awards, including stock options, stock appreciation rights, stock awards,
stock unit awards and other stock-based awards to directors, officers and key employees. Under the Plan, the
Company is authorized to issue up to 4.3 million shares of common stock, subject to adjustment in accordance with
special share counting rules in the Plan. Options granted under the Plan have an exercise price equal to the closing
price of the Company's common stock on the date of the grant. In 2024, we granted incentive and non-qualified
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-28
options to purchase 193,826 shares of common stock and granted restricted stock units representing 108,777
shares of common stock under the Plan.
Under our equity incentive program, we issue performance share units ("PSUs") designed to further incentivize
our senior management with respect to the achievement of our long term financial objectives. The PSU component
of the equity incentive program is designed to provide shares of our common stock to the holder based upon our
achievement of certain financial performance criteria during a designated performance period of three years. The
number of shares to be awarded under the PSUs granted are subject to modification based upon our total
stockholder return relative to a designated group of public companies. Assuming target performance is achieved, a
total of 45,052 shares of common stock would be issuable in respect of the PSUs granted and a maximum of
111,696 shares would be issuable in respect of such PSUs upon achievement of maximum performance levels. The
following table summarizes the share-based compensation activity:
2024
2023
2022
Share-based compensation expense
$
31,348 $
31,465 $
27,224
Total income tax benefit recognized for share-based compensation
arrangements
5,325
7,820
6,824
Net excess tax (deficiency) benefit
(1,542)
1,351
1,292
The unrecognized compensation expense for all awards granted in 2024 as of the grant date was $41.5 million,
which will be recognized over the vesting period of the awards. As of December 31, 2024, 3,583,530 shares were
available for future grants under the Plan.
Option Awards
The fair value of options granted in 2024, 2023 and 2022 was estimated at the date of grant using a Black-
Scholes option pricing model. The following weighted-average assumptions were used:
2024
2023
2022
Risk-free interest rate
4.28 %
4.13 %
1.56 %
Expected life of option
5.11 years
5.07 years
5.03 years
Expected dividend yield
0.60 %
0.57 %
0.41 %
Expected volatility
30.00 %
31.42 %
30.09 %
The following table summarizes the option activity during 2024:
Shares Subject to
Options
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual
Life In Years
Aggregate
Intrinsic
Value
Outstanding, beginning of the year
1,293,775 $
239.55
Granted
193,826
223.94
Exercised
(50,465)
135.91
Forfeited or expired
(43,382)
294.22
Outstanding, end of the year
1,393,754
239.43
4.5
$
13,718
Exercisable, end of the year
1,052,394 $
238.65
3.2
$
13,718
The weighted average grant date fair value for options granted during 2024, 2023 and 2022 was $70.28, $76.46
and $88.92, respectively. The total intrinsic value of options exercised during 2024, 2023 and 2022 was $4.7 million,
$13.5 million and $5.0 million, respectively.
We recorded $12.8 million of expense related to options during 2024, which is included in cost of goods sold or
selling, general and administrative expenses. As of December 31, 2024, the unamortized share-based
compensation cost related to non-vested stock options, net of expected forfeitures, was $13.7 million, which is
expected to be recognized over a weighted-average period of 1.5 years. Authorized but unissued shares of our
common stock are issued upon exercises of options.
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-29
Stock Awards
The fair value of PSUs granted were determined using a Monte Carlo simulation valuation model. The grant
date fair value for the 2024 PSU awards was $220.45. The fair value for restricted stock units approximates the
closing market price of Teleflex’s common stock on the grant date, adjusted for units that are ineligible for the
accrual of dividend equivalents.
The following table summarizes the non-vested restricted stock unit activity during 2024:
Number of
Non-Vested
Shares
Weighted
Average
Grant-Date
Fair Value
Weighted
Average
Remaining
Contractual
Life
Aggregate
Intrinsic
Value
Outstanding, beginning of the year
190,500
$
294.63
Granted
108,777
220.18
Vested
(42,896)
370.96
Forfeited
(28,057)
262.41
Outstanding, end of the year
228,324
$
248.79
1.3
$
40,637
We issued 108,777, 98,201 and 85,780 of non-vested restricted stock units in 2024, 2023 and 2022,
respectively, the majority of which provide for vesting as to all underlying shares on the third anniversary of the grant
date. The weighted average grant-date fair value for non-vested restricted stock units granted during 2024, 2023
and 2022 was $220.18, $235.14 and $323.35, respectively.
We recorded $17.6 million of expense related to stock awards during 2024, which is included in cost of goods
sold or selling, general and administrative expenses. As of December 31, 2024, the unamortized share-based
compensation cost related to non-vested restricted stock units, net of estimated forfeitures, was $20.3 million, which
is expected to be recognized over a weighted-average period of 1.3 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:
2024
2023
2022
Current:
Federal
$
74,748 $
51,717 $
32,798
State
16,476
8,266
8,747
Non-U.S.
43,830
30,408
56,442
Deferred:
Federal
(103,387)
(24,396)
(27,528)
State
(10,265)
5,439
10,116
Non-U.S.
(16,086)
5,006
2,428
$
5,316 $
76,440 $
83,003
At December 31, 2024, the cumulative unremitted earnings of subsidiaries outside the U.S. that are
considered non-permanently reinvested and for which taxes have been provided approximated $2.6 billion. At
December 31, 2024, no cumulative unremitted earnings of subsidiaries outside the U.S. are considered
permanently reinvested.
The following table summarizes the U.S. and non-U.S. components of income from continuing operations
before taxes:
2024
2023
2022
U.S.
$
(171,380) $
45,363 $
164,151
Non-U.S.
246,858
388,649
281,768
$
75,478 $
434,012 $
445,919
TELEFLEX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-30
Reconciliations between the statutory federal income tax rate and the effective income tax rate are as follows:
2024
2023
2022
Federal statutory rate
21.0 %
21.0 %
21.0 %
Tax effect of international items
(57.6)
(6.1)
(4.6)
Pension settlement charge
(38.5)
(0.2)
—
Legal entity rationalization - deferred taxes
—
5.7
—
Excess tax benefits related to share-based compensation
2.0
(0.3)
(0.3)
State taxes, net of federal benefit
10.4
0.6
3.4
Uncertain tax contingencies
(1.2)
(0.6)
(0.4)
Contingent consideration
3.8
(1.3)
0.1
Goodwill impairment charge
66.8
—
—
Research and development tax credit
(5.9)
(1.3)
(1.0)
Other, net
6.2
0.1
0.5
7.0 %
17.6 %
18.6 %
The effective income tax rate for 2024 was 7.0% compared to 17.6% for 2023. The effective income tax rate for
2024 reflects a non-deductible goodwill impairment charge recognized in connection with our annual impairment
test for goodwill. Tax benefits were recognized in both 2024 and 2023 related to the pension settlement charge
recognized in connection with the termination of the TRIP, as described in Note 16. The effective income tax rate for
2023 reflects the impact of deferred charges resulting from a legal entity rationalization, the impact of a non-taxable
contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our
contingent consideration liabilities and a tax expense resulting from a deferred charge relating to the 2022
Restructuring Plan.
We are routinely subject to examinations by various taxing authorities. In conjunction with these examinations
and as a regular practice, we establish and adjust reserves with respect to its uncertain tax positions to address
developments related to those positions. We realized a net benefit of $0.9 million, $2.3 million and $2.0 million in
2024, 2023 and 2022 respectively, as a result of reducing our reserves with respect to uncertain tax positions,
principally due to the expiration of a number of applicable statutes of limitations.
The following table summarizes significant components of our deferred tax assets and liabilities at
December 31, 2024 and 2023:
2024
2023
Deferred tax assets:
Tax loss and credit carryforwards
$
114,244 $
114,147
Lease Liabilities
26,897
30,397
Reserves and accruals
77,493
72,040
Other
11,079
33,472
Less: valuation allowances
(88,412)
(95,747)
Total deferred tax assets
141,301
154,309
Deferred tax liabilities:
Property, plant and equipment
16,598
34,852
Intangibles — stock acquisitions
419,172
462,559
Unremitted non-U.S. earnings
51,638
61,734
Lease Assets
26,897
30,397
Other
6,688
14,099
Total deferred tax liabilities
520,993
603,641
Net deferred tax liability
$
(379,692) $
(449,332)
Under the tax laws of various jurisdictions in which we operate, deductions or credits that cannot be fully utilized
for tax purposes during the current year may be carried forward, subject to statutory limitations, to reduce taxable
income or taxes payable in a future tax year. At December 31, 2024, the tax effect of such carryforwards
F-31
approximated $114.2 million. Of this amount, $21.0 million has no expiration date, $12.5 million expires after 2024
but before the end of 2029 and $80.7 million expires after 2029. A portion of these carryforwards consists of tax
losses and credits obtained by us as a result of acquisitions; the utilization of these carryforwards is subject to an
annual limitation imposed by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), which
limits a company’s ability to deduct prior net operating losses following a more than 50 percent change in
ownership. It is not expected that the Section 382 limitation will prevent us ultimately from utilizing the applicable
loss carryforwards. The determination of state net operating loss carryforwards is dependent upon the
U.S. subsidiaries’ taxable income or loss, the state’s proportion of each subsidiary's taxable net income and the
application of state laws, which can change from year to year and impact the amount of such carryforward.
The valuation allowance for deferred tax assets of $88.4 million and $95.7 million at December 31, 2024
and 2023, respectively, relates principally to the uncertainty of our ability to utilize certain deferred tax assets,
primarily tax loss and credit carryforwards in various jurisdictions. The valuation allowance was calculated in
accordance with applicable accounting standards, which require that a valuation allowance be established and
maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized.
Uncertain Tax Positions: The following table is a reconciliation of the beginning and ending balances for
liabilities associated with unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022:
2024
2023
2022
Balance at January 1
$
2,020 $
4,260 $
6,105
Increase in unrecognized tax benefits related to prior years
—
—
215
Decrease in unrecognized tax benefits related to prior years
—
—
(761)
Reductions in unrecognized tax benefits due to lapse of applicable
statute of limitations
(902)
(2,287)
(1,117)
(Decrease) increase in unrecognized tax benefits due to foreign
currency translation
(97)
47
(182)
Balance at December 31
$
1,021 $
2,020 $
4,260
The total liabilities associated with the unrecognized tax benefits that, if recognized, would impact the effective
tax rate for continuing operations, were $0.7 million at December 31, 2024.
We accrue interest and penalties associated with unrecognized tax benefits in income tax expense in the
consolidated statements of income, and the corresponding liability is included in the consolidated balance sheets.
The net interest expense (benefit) and penalties reflected in income from continuing operations for the year ended
December 31, 2024 was $0.1 million and $(0.3) million, respectively; for the year ended December 31, 2023, $0.1
million and $(0.6) million, respectively; and for the year ended December 31, 2022, $0.2 million and $(0.2) million,
respectively. The liabilities in the consolidated balance sheets for interest and penalties at December 31, 2024 were
$0.3 million and $0.5 million, respectively, and at December 31, 2023, $0.4 million and $1.0 million, respectively.
The taxable years for which the applicable statute of limitations remains open by major tax jurisdictions are as
follows:
Beginning
Ending
U.S.
2017
2024
Canada
2020
2024
China
2019
2024
Czech Republic
2021
2024
France
2022
2024
Germany
2011
2024
India
2017
2024
Ireland
2020
2024
Italy
2019
2024
Malaysia
2018
2024
Singapore
2020
2024
We are routinely subject to income tax examinations by various taxing authorities. As of December 31, 2024,
the most significant tax examinations in process were in Germany and the United States. The date at which these
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examinations may be concluded and the ultimate outcome of the examinations are uncertain. As a result of the
uncertain outcome of these ongoing examinations, future examinations or the expiration of statutes of limitation, it is
reasonably possible that the related unrecognized tax benefits for tax positions taken could materially change from
those recorded as liabilities at December 31, 2024. Due to the potential for resolution of certain examinations, and
the expiration of various statutes of limitations, it is reasonably possible that our unrecognized tax benefits may
change within the next year by a range of zero to $0.7 million.
Supplemental cash flow information
Year Ended December 31,
2024
2023
2022
Income taxes paid, net of refunds
$
164,902 $
114,211 $
162,046
Note 16 — Pension and other postretirement benefits
We have a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S.
employees. The defined benefit pension plans are noncontributory. The benefits under these plans are based
primarily on years of service and employees’ pay near retirement. Our funding policy for U.S. plans is to contribute
annually, at a minimum, amounts required by applicable laws and regulations. Obligations under non-U.S. plans are
systematically provided for by depositing funds with trustees or by book reserves. As of December 31, 2024, no
further benefits are being accrued under the U.S. defined benefit pension plans and the other postretirement benefit
plans, other than certain postretirement benefit plans covering employees subject to a collective bargaining
agreement.
In 2023, we began the execution of a plan to terminate the TRIP, a U.S. defined benefit pension plan. The TRIP
is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and,
therefore, must be terminated in accordance with the requirements of ERISA and the process governed by the
Pension Benefit Guaranty Corporation (the “PBGC”). The termination date of the TRIP was August 1, 2023, which is
the date upon which the timing of the requirements for the formal termination process is based. On September 8,
2023, we filed the required notice regarding the TRIP termination with the PBGC. The termination process requires
that all TRIP benefits be distributed to participants, beneficiaries and alternate payees or transferred to a group
annuity contract or the PBGC. In December 2023, we made payments to eligible participants, beneficiaries and
alternate payees who elected the one-time lump sum distribution option offered in connection with the TRIP
termination, resulting in the recognition of a pre-tax settlement charge of $45.2 million.
In 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of net pre-
tax settlement charges of $132.7 million for the year-ended December 31, 2024. The participants, beneficiaries, and
alternate payees whose benefits were transferred to the group annuity contract will each receive from such group
annuity contract the full value of their benefit that accrued under the TRIP. The assets in the TRIP Trust exceed the
estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus
plan assets”) and as a result, we transferred $43.0 million of the surplus plan assets to a suspense account within
the Teleflex 401(k) Savings Plan, a qualified defined contribution plan. These assets are restricted for future use in
accordance with our election to use them to fund future employer contributions to participants in the Teleflex 401(k)
Savings Plan. The surplus assets contributed to the suspense account remaining as of December 31, 2024 are
included within prepaid and other current assets and other assets on the Consolidated Balance Sheet. For
additional information regarding the surplus plan assets classified as restricted cash equivalents included within
prepaid and other current assets and other assets for the year ended December 31, 2024, refer to Note 19 within
the consolidated financial statements included in this report.
Teleflex and certain of our subsidiaries provide medical, dental and life insurance benefits to pensioners or their
survivors. The associated plans are unfunded and approved claims are paid from our funds.
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The following table provides information regarding the components of the net benefit (income) expense of the
pension and postretirement benefit plans for the years ended December 31, 2024, 2023 and 2022:
Pension
Other Benefits
2024
2023
2022
2024
2023
2022
Service cost
$
823 $
1,435 $
1,346 $
— $
— $
—
Interest cost
2,940
17,297
10,776
384
824
477
Expected return on plan assets
(2,591) (25,277) (25,776)
—
—
—
Net amortization and deferral
1,849
8,536
7,900
(2,664)
(1,564)
(1,258)
Settlements, net
132,732
45,244
—
—
—
—
Net benefit expense (income)
$ 135,753 $ 47,235 $ (5,754) $ (2,280) $
(740) $
(781)
Net benefit expense (income) is primarily included in selling, general and administrative expenses within the
consolidated statements of income.
The following table provides the weighted average assumptions for U.S. and foreign plans used in determining
net benefit cost:
Pension
Other Benefits
2024
2023
2022
2024
2023
2022
Discount rate
4.7 %
5.1 %
2.8 %
5.0 %
5.1 %
2.7 %
Rate of return
4.8 %
7.3 %
5.6 %
Initial healthcare trend rate
6.9 %
6.1 %
6.4 %
Ultimate healthcare trend rate
4.5 %
4.5 %
4.5 %
The following table provides summarized information with respect to the pension and postretirement benefit
plans, measured as of December 31, 2024 and 2023:
Pension
Other Benefits
2024
2023
2024
2023
Benefit obligation, beginning of year
$
275,397 $
356,757 $
9,535 $
18,620
Service cost
823
1,435
—
—
Interest cost
2,940
17,297
384
824
Actuarial loss (gain)
(7,798)
11,557
(2,150)
(508)
Currency translation
(1,028)
1,067
—
—
Benefits paid
(227,491)
(21,208)
(545)
(1,910)
Liability gain due to settlement
(16,969)
(15,272)
—
—
Medicare Part D reimbursement
—
—
51
(3)
Plan amendments
—
—
—
(7,488)
Settlements
—
(73,932)
—
—
Administrative costs
(767)
(2,304)
—
—
Projected benefit obligation, end of year
25,107
275,397
7,275
9,535
Fair value of plan assets, beginning of year
285,513
357,270
Actual return on plan assets
(5,241)
23,740
Contributions
1,663
1,276
Benefits paid
(227,491)
(95,139)
Administrative costs
(767)
(2,304)
Assets Transferred to Qualified Replacement Plan
(42,966)
—
Currency translation
(179)
670
Fair value of plan assets, end of year
10,532
285,513
Funded status, end of year
$
(14,575) $
10,116 $
(7,275) $
(9,535)
The actuarial gain for pension for the year ended December 31, 2024 was primarily due to an increase in the
discount rate for the TRIP plan prior to its termination in Q1 2024 and an increase in the discount rate and financial
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assumption changes for non-US pension plans. The actuarial loss for pension for the year ended December 31,
2023 was primarily due to a decrease in the discount rate used to measure the obligation, offset by demographic
gains.
The accumulated benefit obligations (ABO) and the projected benefit obligations (PBO) for plans with ABO and
PBO in excess of plan assets were $14.6 million and $15.1 million, respectively, at December 31, 2024 and
$262.6 million and $263.2 million respectively, at December 31, 2023. The fair value of plan assets for plans with
PBO and ABO in excess of plan assets were $0.0 million and $272.3 million at December 31, 2024 and December
31, 2023, respectively.
The following table sets forth the amounts recognized in the consolidated balance sheet with respect to the
pension and postretirement plans:
Pension
Other Benefits
2024
2023
2024
2023
Other assets
$
477 $
27,370 $
— $
—
Payroll and benefit-related liabilities
(1,117)
(1,439)
(1,025)
(1,361)
Pension and postretirement benefit liabilities
(13,935)
(15,815)
(6,250)
(8,174)
Accumulated other comprehensive loss (gain)
12,677
164,139
(13,730)
(14,244)
$
(1,898) $
174,255 $
(21,005) $
(23,779)
The following tables set forth the amounts recognized in accumulated other comprehensive income with respect
to the plans:
Pension
Prior Service
Cost
Net Loss or
(Gain)
Deferred
Taxes
Accumulated Other
Comprehensive
Loss, Net of Tax
Balance at December 31, 2022
$
200 $ 219,355 $ (77,347) $
142,208
Reclassification adjustments related to components of Net
Periodic Benefit Cost recognized during the period:
Net amortization and deferral
(9)
(8,527)
1,961
(6,575)
Amounts arising during the period:
Actuarial changes in benefit obligation
—
(47,453)
10,805
(36,648)
Impact of currency translation
—
573
(139)
434
Balance at December 31, 2023
191
163,948 (64,720)
99,419
Reclassification adjustments related to components of Net
Periodic Benefit Cost recognized during the period:
Net amortization and deferral
—
(1,849)
446
(1,403)
Amounts arising during the period:
Actuarial changes in benefit obligation (1)
— (149,294)
60,645
(88,649)
Impact of currency translation
—
(319)
86
(233)
Balance at December 31, 2024
$
191 $
12,486 $ (3,543) $
9,134
(1)
The tax benefit primarily relates to an adjustment to deferred taxes associated with the settlement charge and stranded tax costs within
accumulated other comprehensive income.
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Other Benefits
Prior Service
Cost
Net (Gain) or
Loss
Deferred
Taxes
Accumulated Other
Comprehensive
Loss, Net of Tax
Balance at December 31, 2022
$
(2,635) $
(5,177) $
1,403 $
(6,409)
Reclassification adjustments related to components of Net
Periodic Benefit Cost recognized during the period:
Net amortization and deferral
1,017
547
(359)
1,205
Amounts arising during the period:
Actuarial changes in benefit obligation
—
(7,996)
1,830
(6,166)
Balance at December 31, 2023
(1,618)
(12,626)
2,874
(11,370)
Reclassification adjustments related to components of Net
Periodic Benefit Cost recognized during the period:
Net amortization and deferral
1,967
697
(609)
2,055
Amounts arising during the period:
Actuarial changes in benefit obligation
—
(2,150)
493
(1,657)
Balance at December 31, 2024
$
349 $ (14,079) $
2,758 $
(10,972)
The following table provides the weighted average assumptions for U.S. and foreign plans used in determining
benefit obligations:
Pension
Other Benefits
2024
2023
2024
2023
Discount rate
4.4 %
4.7 %
5.6 %
5.0 %
Rate of compensation increase
2.9 %
3.0 %
Initial healthcare trend rate
6.8 %
6.6 %
Ultimate healthcare trend rate
4.5 %
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 5.48% and 5.61%, respectively, were established by comparing the
projection of expected benefit payments to the AA Above Median yield curve as of December 31, 2024. The
expected benefit payments are discounted by each corresponding discount rate on the yield curve. For payments
beyond 30 years, we extend the curve assuming that the discount rate derived in year 30 is extended to the end of
the plan’s payment expectations. Once the present value of the string of benefit payments is established, we
determine the single rate on the yield curve that, when applied to all obligations of the plan, will exactly match the
previously determined present value.
As part of the evaluation of pension and other postretirement assumptions, we applied assumptions for mortality
and healthcare cost trends that incorporate generational white and blue collar mortality trends. In determining its
benefit obligations, we used generational tables that take into consideration increases in plan participant longevity.
Our assumption for the expected return on plan assets is primarily based on the determination of an expected
return for its current portfolio. This determination is made using assumptions for return and volatility of the
portfolio. Asset class assumptions are set using a combination of empirical and forward-looking analysis. To the
extent historical results have been affected by unsustainable trends or events, the effects of those trends are
quantified and removed. We apply a variety of models for filtering historical data and isolating the fundamental
characteristics of asset classes. These models provide empirical return estimates for each asset class, which are
then reviewed and combined with a qualitative assessment of long term relationships between asset classes before
a return estimate is finalized. The qualitative analysis is intended to provide an additional means for addressing the
effect of unrealistic or unsustainable short-term valuations or trends, resulting in return levels and behavior we
believe are more likely to prevail over long periods.
The accumulated benefit obligation for all U.S. and foreign defined benefit pension plans was $24.7 million and
$274.9 million for 2024 and 2023, respectively. All of the pension plans had accumulated benefit obligations in
excess of their respective plan assets as of December 31, 2024 and 2023, with the exception of one foreign plan
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that had plan assets of $0.5 million and $1.0 million in excess of the accumulated benefit obligation as of
December 31, 2024 and 2023, respectively.
Our investment objective is to achieve an enhanced long-term rate of return on plan assets, subject to a prudent
level of portfolio risk, for the purpose of enhancing the availability of benefits for participants. These investments are
comprised of fixed income mutual funds. Fixed-income funds are held for diversification relative to equities and as a
partial hedge of interest rate risk with respect to plan liabilities. The plans may also hold cash to meet liquidity
requirements. Actual performance may not be consistent with the respective investment strategies. Investment risks
and returns are measured and monitored on an ongoing basis through annual liability measurements and
investment portfolio reviews to determine whether the asset allocation targets continue to represent an appropriate
balance of expected risk and reward.
The following table provides the fair values of the pension plan assets at December 31, 2024 by asset category:
Fair Value Measurements
Asset Category (a)
Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash
$
110 $
110 $
— $
—
Money market funds
19
19
—
—
Other types of investments:
Contract with insurance company (b)
10,403
—
—
10,403
Total investments at fair value
$ 10,532 $
129 $
— $
10,403
Total
$ 10,532
The following table provides the fair values of the pension plan assets at December 31, 2023 by asset
category:
Fair Value Measurements
Asset Category (a)
Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash
$
909 $
909 $
— $
—
Money market funds
4,424
4,424
—
—
Fixed income securities:
Intermediate duration fund (c)
193,674
193,674
—
—
Long duration bond fund (d)
1,357
1,357
—
—
Corporate, government and foreign bonds
72,037
—
72,037
—
Absolute return credit fund (e)
317
—
317
—
Other types of investments:
Contract with insurance company (b)
12,795
—
—
12,795
Total investments at fair value
$ 285,513 $
200,364 $ 72,354 $
12,795
Total
$ 285,513
(a)
Information on asset categories described in notes (b)-(e) is derived from prospectuses and other material provided by the respective
funds comprising the respective asset categories.
(b)
This category comprises the asset established out of an agreement to purchase a bulk-annuity policy from an insurer to fully cover the
liabilities for members of the pension plan. The asset value is based on the fair value of the contract as determined by the insurance
company using inputs that are not observable.
(c)
This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar to fixed income
securities. The fund invests in investment grade fixed income instruments, including U.S. and foreign corporate obligations, fixed income
securities issued by sovereigns or agencies in both developed and emerging foreign markets, debt obligations issued by governments
or other municipalities, and securities issued or guaranteed by the U.S. Government and its agencies. The fund will seek to maintain an
effective average duration between 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.
(d)
This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar to fixed income
securities. The fund invests in investment grade fixed income instruments, including securities issued or guaranteed by the U.S.
Government and its agencies and instrumentalities, corporate bonds, asset-backed securities, exchange traded funds, mortgage-
backed securities and collateralized mortgage-backed securities. The fund invests primarily in long duration government and corporate
F-37
fixed income securities, and uses derivative instruments, including interest rate swap agreements and Treasury futures contracts, for the
purpose of managing the overall duration and yield curve exposure of the Fund’s portfolio of fixed income securities.
(e)
This category comprises a mutual fund that invests primarily in investment grade bonds and similar fixed income and floating rate
securities.
Our contributions to U.S. and foreign pension plans during 2025 are expected to be approximately $1.1 million.
Contributions to postretirement healthcare plans during 2025 are expected to be approximately $1.0 million.
The following table provides information about the expected benefit payments under its U.S. and foreign plans
for each of the five succeeding years and the aggregate of the five years thereafter:
Pension
Other Benefits
2025
$
2,080 $
1,022
2026
2,114
756
2027
2,014
602
2028
2,086
574
2029
2,174
563
Years 2030 — 2034
10,693
2,488
We maintain a number of defined contribution savings plans covering eligible U.S. and non-U.S. employees. We
partially match employee contributions. Costs related to these plans were $33.2 million, $26.1 million and $24.3
million for 2024, 2023 and 2022, respectively.
Note 17 — Commitments and contingent liabilities
Environmental: We are subject to contingencies as a result of environmental laws and regulations that in the
future may require us to take further action to correct the effects on the environment of prior disposal practices or
releases of chemical or petroleum substances by us or other parties. Much of this liability results from the U.S.
Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S.
Resource Conservation and Recovery Act and similar state laws. These laws require us to undertake certain
investigative and remedial activities at sites where we conduct or once conducted operations or at sites where
Company-generated waste was disposed.
Remediation activities vary substantially in duration and cost from site to site. The nature of these activities, and
their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the
regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially
responsible parties. At December 31, 2024 and 2023, we have recorded $0.5 million and $2.5 million in accrued
liabilities and $3.4 million and $3.8 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, 2024. The time frame over which the accrued amounts may
be paid out, based on past history, is estimated to be 10-15 years.
Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These
lawsuits and claims include actions involving product liability and product warranty, intellectual property, commercial
disputes, acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of
December 31, 2024 and 2023, we have recorded accrued liabilities of $0.8 million in connection with such
contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be
incurred to resolve these matters. Amounts accrued for legal contingencies are often determined based on a
complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions,
including as to the timing of related payments. The ability to make such estimates and judgments can be affected by
various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or
indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages;
matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there
is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve
comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/
or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered
against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.
While the results of such litigation or claims cannot be predicted with certainty, based on information currently
available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any
outstanding litigation and claims is likely to be, individually or in the aggregate, material to our business, financial
F-38
condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible
that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to
our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and
expenses are charged to selling, general and administrative expenses in the period incurred.
Other: In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback”
measure on medical device companies that supply goods and services to the Italian National Healthcare System.
Under the measure, companies are required to make payments to the Italian government if medical device
expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts
are calculated based on the amount by which the regional ceilings for the given year were exceeded. Considerable
uncertainty exists related to the enforceability of and implementation process for the payback law. In response to
decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device
companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with
respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and
numerous other medical device companies filed appeals with the Italian administrative courts challenging the
enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian
administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional
Court, which in July 2024, issued a ruling upholding the law as constitutional. During the year ended December 31,
2024 we recognized increases to our reserve and corresponding reductions to revenue of $22.1 million. The
increase in reserve for the year ended December 31, 2024 included $13.8 million pertaining to prior years stemming
from the July 2024 ruling. As of December 31, 2024, our reserve related to this matter is $35.7 million. Following the
ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect
to the remaining legal arguments asserted by the appellants to the enforceability of the payback law.
On April 4, 2023, one of our Mexican subsidiaries received a notification from the Mexican Federal Tax
Administration Service (“SAT”) setting forth its preliminary findings with respect to a foreign trade operations audit
carried out by SAT for the period from July 1, 2017 to June 6, 2019. The preliminary findings stated that our Mexican
subsidiary did not evidence the export of goods temporarily imported under Mexico’s Manufacturing, Maquila and
Export Services Industries Program (“IMMEX Program”), therefore triggering the potential obligation for payment of
import duties, value added tax, customs processing fees and other fines and penalties, which may cause an
adverse impact on our gross profit in the future. In response to the notification, our Mexican subsidiary has
requested that the matter be referred to the Procuraduría de la Defensa del Contribuyente, or “PRODECON,” (local
tax ombudsperson) to help facilitate the process. In June 2023, SAT was provided with the appropriate
documentation evidencing the export of the goods in accordance with the requirements of the IMMEX Program. In
2024, SAT concluded its examination of the export documentation resulting in no material assessment and the
matter has been closed.
As part of our acquisition of Palette, we identified certain foreign tax liabilities that had not been properly
recognized and paid by Palette prior to our acquisition. As part of our acquisition accounting, we have established a
liability of $3.5 million, representing our best estimate of the outstanding tax liabilities including interest as of
December 31, 2024. In February 2024, we requested the relevant foreign tax authority to re-assess Palette’s
previously filed tax returns for the related periods. If the tax authority disagrees with the basis for our request for
reassessment of the previously filed returns and we are unsuccessful in defending our position, we may be required
to pay an amount in excess of our current established liability, which could be material.
Note 18 — Business segments and other information
An operating segment is a component (a) that engages in business activities from which it may earn revenues
and incur expenses, (b) whose operating results are regularly reviewed by the chief operating decision maker, our
President and Chief Executive Officer, to make decisions about resources to be allocated to the segment and to
assess its performance, and (c) for which discrete financial information is available. The chief operating decision
maker utilizes segment operating profit to evaluate operating expenses through a comparison of budget to actual
results as well as an analysis of operating expenses as a percentage of revenue. We do not evaluate our operating
segments using discrete asset information.
During the fourth quarter 2024, our chief operating decision maker changed the manner in which he reviews
financial information for purposes of assessing business performance and allocating resources solely focusing on
the geographic location. As a result, we changed our segment presentation by incorporating the OEM operating
segment into the Americas segment. We now have three reportable segments: Americas, EMEA (Europe, the
Middle East and Africa) and Asia (Asia Pacific). In addition to the changing of our segments, our chief operating
F-39
decision maker now evaluates segment operating profit without an allocation of corporate expenses compared to
the prior measure, which included these expenses in the evaluation. Our prior period segment disclosures have
been revised to reflect the new segment presentation of our three reportable segments and segment operating
profit.
Our reportable segments primarily design, manufacture and distribute medical devices primarily used in critical
care and surgical applications and generally serve two end-markets: hospitals and healthcare providers, and home
health. The products of these segments are most widely used in the acute care setting for a range of diagnostic and
therapeutic procedures and in general and specialty surgical applications. The Americas also includes our OEM
product portfolio that designs, manufactures and supplies devices and instruments for other medical device
manufacturers.
The following tables present our segment results for the years ended December 31, 2024, 2023 and 2022:
2024
Americas
EMEA
Asia
Segment Total
Net revenues
$ 2,066,292 $
617,984 $
363,048 $ 3,047,324
Cost of goods sold
834,987
289,645
132,030
1,256,662
Research and development expenses
94,912
38,939
18,584
152,435
Selling, general and administrative expenses
465,917
156,375
97,764
720,056
Segment operating profit (1)
$
670,476 $
133,025 $
114,670 $
918,171
2023
Americas
EMEA
Asia
Segment Total
Net revenues
$ 2,041,339 $
586,245 $
346,905 $ 2,974,489
Cost of goods sold
824,514
273,772
118,729
1,217,015
Research and development expenses
82,685
54,787
14,105
151,577
Selling, general and administrative expenses
420,158
146,551
93,119
659,828
Segment operating profit (1)
$
713,982 $
111,135 $
120,952 $
946,069
2022
Americas
EMEA
Asia
Segment Total
Net revenues
$ 1,926,348 $
558,373 $
306,320 $ 2,791,041
Cost of goods sold
780,538
255,210
101,037
1,136,785
Research and development expenses
67,795
69,822
13,379
150,996
Selling, general and administrative expenses
408,068
136,464
87,211
631,743
Segment operating profit (1)
$
669,947 $
96,877 $
104,693 $
871,517
(1) Segment operating profit represents income from continuing operations before interest, loss on extinguishment of debt and taxes
adjusted to exclude unallocated corporate expenses manufacturing variances other than fixed manufacturing cost absorption variances,
restructuring and impairment charges. See reconciliation of segment operating profit measures for further details.
Year Ended December 31,
2024
2023
2022
Reconciliation of segment operating profit measure
Segment operating profit
$
918,171 $
946,069 $
871,517
Other unallocated expenses (1)
372,435
383,356
357,997
Goodwill impairment charge
240,000
—
—
Restructuring and impairment charges
21,991
15,604
20,299
Gain on sale of assets and business
—
(4,448)
(6,504)
Pension settlement charge
132,732
45,244
—
Income from continuing operations before interest, loss on
extinguishments of debt and taxes
$
151,013 $
506,313 $
499,725
(1) Other unallocated expenses include expenses within costs of goods sold, research and development and selling, general and
administrative costs and primarily consist of manufacturing variances other than fixed manufacturing cost absorption variances and
unallocated corporate function expenses.
F-40
Year Ended December 31,
Depreciation and amortization
2024
2023
2022
Americas
$
193,949 $
168,787 $
161,842
EMEA
49,596
42,057
38,266
Asia
12,344
10,548
9,311
Corporate (1)
18,712
20,726
21,171
Consolidated depreciation and amortization
$
274,601 $
242,118 $
230,590
(1)
Reflects depreciation and amortization included within other allocated expenses per reconciliation of segment operating profit measure.
Geographic data
The following tables provide total net revenues and total net property, plant and equipment by geographic region
for the years ended December 31, 2024, 2023 and 2022 and as of December 31, 2024 and 2023, respectively.
Year Ended December 31,
2024
2023
2022
Net revenues (based on selling location):
U.S.
$ 1,889,312 $ 1,879,898 $ 1,786,467
Europe
705,094
665,185
622,343
Asia Pacific
326,371
307,513
270,749
All other
126,547
121,893
111,482
$ 3,047,324 $ 2,974,489 $ 2,791,041
As of December 31,
Net property, plant and equipment:
2024
2023
U.S.
$
215,806 $
200,969
Malaysia
73,430
71,947
Mexico
121,287
112,339
All other
92,329
94,658
$
502,852 $
479,913
Note 19 — Supplemental Balance Sheet Information
Cash, cash equivalents, and restricted cash equivalents consisted of the following at December 31, 2024 and
December 31, 2023:
December 31, 2024
December 31, 2023
Cash and cash equivalents
$
290,188 $
222,848
Restricted cash equivalents in other current assets (1)
14,700
—
Restricted cash equivalents in other assets (1)
22,762
—
Total cash, cash equivalents and restricted cash equivalents
$
327,650 $
222,848
(1) Restricted cash equivalents represent surplus plan assets resulting from the termination of the Teleflex Incorporated Retirement Income
Plan that were transferred to a suspense account within the Teleflex 401(k) Savings Plan as of December 31, 2024 as described in Note
16. Amounts expected to be transferred from the suspense account to employees within one year are classified as other current assets.
Note 20 — Subsequent events
Acquisition of BIOTRONIK Vascular Intervention business
On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular
Intervention business of BIOTRONIK SE & Co. KG. The acquisition will include a broad suite of coronary and
peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which will complement our
interventional product portfolio. Under the terms of the agreement, we will acquire the VI Business for an initial cash
payment of €760 million reduced by certain adjustments as provided in the purchase agreement including certain
working capital not transferring and other customary adjustments. The acquisition is subject to customary closing
F-41
conditions, including receipt of certain regulatory approvals, and is expected to be completed in the third quarter of
2025.
Concurrent with the execution of the agreement to acquire the VI Business, we entered into an amendment to
our Third Amended and Restated Credit Agreement (the “Credit Agreement”), which, among other things, (a)
provides for a delayed draw term loan facility in an aggregate principal amount of $500 million, which will be
available to be drawn on the date on which we consummate the VI Business acquisition and (b) permits us to
borrow up to $550 million under the revolving facility provided for under the Credit Agreement on a limited condition
basis on the date on which the VI Business acquisition is consummated. Borrowings under the delayed draw term
loan will bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) the highest of
(i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal
funds rate and the rate comprised of both overnight federal funds and overnight eurodollar transactions
denominated in dollars and (iii) 1.00% above the Term SOFR Rate for a one month interest period, plus an
applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our total net
leverage ratio or (2) a Term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread
adjustment of 10 basis points). The applicable margin for borrowings under the delayed draw term loan range from
1.125% to 2.00% for SOFR borrowings and from 0.125% to 1.00% for base-rate borrowings, in each case,
depending on, at our election, either (x) our public corporate family rating or (y) our consolidated total net leverage
ratio, in each case, based on the most recently ended fiscal quarter. The obligations under the delayed draw term
loan will be guaranteed and secured on the same basis as the facilities provided for under the Credit Agreement.
The delayed draw term loan will not amortize and will mature on the earlier of (x) the date that is two years after the
date on which such loans are funded and (y) the maturity date for the revolving facility provided for under the Credit
Agreement.
In addition to amending our Credit Agreement, we also entered into foreign exchange derivative contracts with
an aggregate notional value of €700 million to economically hedge against the foreign currency exposure
associated with the cash consideration needed to complete the VI Business acquisition.
We anticipate using the new delayed draw term loan along with revolving credit borrowings under the Credit
Agreement and cash on hand to finance the VI Business acquisition. For the year ended December 31, 2024, we
incurred transaction costs of $11.5 million in connection with the acquisition, which was recognized in selling,
general and administrative expenses in the Consolidated Statement of Income. The majority of the transaction costs
were recognized in the fourth quarter of 2024.
Recently Announced Strategic Actions
On February 27, 2025, we announced our intention to create a new, independently traded public company
comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care
(consisting of our Respiratory product category, the majority of our Anesthesia product category and certain
products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular
Access product category, most of our products within our Interventional Access and Surgical product categories and
the expected acquisition of the VI business will remain with Teleflex. The completion of any separation transaction
and the achievement of tax-free status will be contingent upon various conditions and approvals, including approval
of our Board of Directors, receipt of requisite regulatory clearances and compliance with applicable SEC
requirements. There can be no guarantees that the proposed separation will be completed on the terms and within
the timeframe we announced, or at all.
Accelerated share repurchase agreement
On February 28, 2025, we entered into an accelerated share repurchase agreement for $300 million of our
common stock, representing the remainder of the share repurchase program approved by the Board of Directors in
2024.
F-42
TELEFLEX INCORPORATED
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
DEFERRED TAX ASSET VALUATION ALLOWANCE
Balance at
Beginning of
Year
Additions
Charged to
Expense
Reductions
Credited to
Expense
Translation
and Other
Balance at
End of Year
December 31, 2024
$
95,747 $
5,413 $
(2,813) $
(9,935) $
88,412
December 31, 2023
$
91,531 $
4,799 $
(4,937) $
4,354 $
95,747
December 31, 2022
$ 143,177 $
8,489 $ (59,520) $
(615) $
91,531
56
Adjusted Earnings Per Share Reconciliation
(dollars in millions, except per share)
Adjusted INCOME Reconciliation
2021
2022
2023
2024
Amounts attributable to common shareholders:
income (loss) from continuing operations, net of tax
$
$
485.1
10.23
$
$
362.9
7.67
$
$
357.6
7.56
$
$
70.2
1.49
Restructuring, restructuring related and impairment items
$
$
48.7
1.03
$
$
56.2
1.19
$
$
36.3
0.77
$
$
276.1
5.86
Acquisition, integration and divestiture related items
$
$
(61.1)
(1.29)
$
$
(0.5)
(0.01)
$
$
(19.3)
(0.41)
$
$
21.0
0.45
ERP implementation
$
$
0.0
0.00
$
$
0.0
0.00
$
$
2.0
0.04
$
$
10.9
0.23
Other items
$
$
2.3
0.04
$
$
0.8
0.02
$
$
0.0
0.00
$
$
0.7
0.02
Italian payback measure
$
$
0.0
0.00
$
$
0.0
0.00
$
$
0.0
0.00
$
$
13.8
0.29
Pension termination costs
$
$
0.0
0.00
$
$
0.0
0.00
$
$
35.1
0.74
$
$
81.2
1.73
Legal entity rationalization
$
$
0.0
0.00
$
$
0.0
0.00
$
$
31.5
0.67
$
$
0.0
0.00
MDR
$
$
22.9
0.48
$
$
39.8
0.84
$
$
28.4
0.60
$
$
8.7
0.18
Intangible amortization expense, net of tax
$
$
140.2
2.96
$
$
157.2
3.32
$
$
163.7
3.46
$
$
177.3
3.76
Tax Adjustment, net of tax
$
$
(5.9)
(0.12)
$
$
1.4
0.03
$
$
4.4
0.09
$
$
(0.2)
0.00
Adjusted income from continuing operations, net of tax
Adjusted earnings per share from continuing operations
$
$
632.2
13.33
$
$
617.8
13.06
$
$
639.7
13.52
$
$
659.7
14.01
Teleflex Incorporated
Non-Gaap Reconciliations
This page intentionally left blank.
Board of Directors
Listed in Order of Tenure
Stephen K. Klasko, M.D.2
Retired President and Chief
Executive Officer
Thomas Jefferson University
and Jefferson Health
Lead Director of the Board
and Nominating and
Governance Committee Chair
Stuart A. Randle1, 2
Retired Chief Executive Officer
Ivenix, Inc.
Compensation Committee 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
Jaewon Ryu, M.D.1
Chief Executive Officer,
Risant Health
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
Howard Cyr
Corporate Vice President and
Chief Compliance Officer
Dividend Reinvestment
Teleflex Incorporated offers a
dividend reinvestment and direct
stock purchase and sale plan.
For enrollment information,
please contact Equiniti Trust
Company, LLC, 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 2024 Annual
Report on Form 10-K. In addition,
in May 2024, 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, Barrigel, Deknatel, LMA, MANTA, OnControl,
Pilling, QuikClot, Rüsch, UroLift, EZ-IO, Ringer, Titan SGS and Weck, are
trademarks or registered trademarks of Teleflex Incorporated or its affiliates,
in the U.S. and/or other countries.
© 2025 Teleflex Incorporated. All rights reserved.
Scott Schneider
Regional Vice President and
General Manager, LATAM
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:
Equiniti Trust Company, LLC
48 Wall Street, Floor 23
New York, NY 10005
(800) 937-5449 (toll free)
John Deren
Corporate Vice President and
Chief Accounting Officer
Timothy Duffy
Vice President and
Chief Information Officer
James Ferguson
President and General
Manager, Surgical
Michelle Fox
Corporate Vice President and
Chief Medical Officer
Travis Gay
President and General Manager,
Interventional Urology
Roger Graham
President and General Manager,
Interventional
Marie Hendrixson
Vice President, Internal Audit
Cameron Hicks
Corporate Vice President
and Chief Human
Resources Officer
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
Corporate Headquarters
550 E. Swedesford Road, Suite 400, Wayne, PA 19087
610.225.6800 | www.teleflex.com