0000096943false00000969432024-02-222024-02-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) February 22, 2024

TELEFLEX INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
Delaware1-535323-1147939
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
(IRS Employer
Identification No.)
550 E. Swedesford Rd., Suite 400Wayne,PA19087
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code(610)225-6800
Not applicable
(Former Name or Former Address, If Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1 per shareTFXNew York Stock Exchange


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐




Item 2.02. Results of Operations and Financial Condition.
On February 22, 2024, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2023. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report.
In addition to the financial information included in the Press Release that has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), the Press Release includes certain non-GAAP financial measures. These measures include constant currency revenue growth and adjusted diluted earnings per share. Constant currency revenue growth is based upon net revenues, adjusted to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The impact of changes in foreign currency may vary significantly from period to period, and generally are outside of the control of our management. We believe that this measure facilitates a comparison of our operating performance exclusive of fluctuations that do not reflect our underlying performance or business trends. Adjusted diluted earnings per share is based upon diluted earnings per share available to common stockholders, the most directly comparable GAAP measure, adjusted to exclude, depending on the period presented, the impact (net of tax) of (i) restructuring, restructuring related and impairment items; (ii) acquisition, integration and divestiture related items; (iii) other items identified in the reconciliation tables set forth in the Press Release, as applicable; (iv) costs incurred in connection with our implementation of a new global enterprise resource planning system and related information technology transition costs; (v) pension termination and related charges; (vi) certain expenditures associated with the registration of medical devices under the European Union Medical Device Regulation; (vii) intangible amortization expense; (viii) direct and incremental costs and discrete changes affecting our deferred tax liability within income tax expenses incurred in connection with legal entity rationalizations; and (ix) tax adjustments. Management does not believe that any of the excluded items are indicative of our underlying core performance or business trends.

Management uses these non-GAAP financial measures to assess the Company's financial performance, make operating decisions, allocate financial resources, provide guidance on possible future results, and assist in its evaluation of period-to-period and peer comparisons. The non-GAAP measures may be useful to investors because they provide insight into management’s assessment of our business, and provide supplemental information pertinent to a comparison of period-to-period results of our ongoing operations. The non-GAAP financial measures are presented in addition to results presented in accordance with GAAP and should not be relied upon as a substitute for GAAP financial measures. Moreover, our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.

The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
Item 7.01. Regulation FD Disclosure.
In connection with the conference call to be held by the Company on February 22, 2024 to discuss its financial results for the quarter and year ended December 31, 2023, the Company plans to reference a slide presentation, which will be made available in advance of the call through the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.2, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
        104    The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.    
Date: February 22, 2024
TELEFLEX INCORPORATED


By: /s/ Thomas E. Powell
Name: Thomas E. Powell
Title: Executive Vice President and
            Chief Financial Officer

        


Exhibit 99.1
image_0a.jpg
FOR IMMEDIATE RELEASEFebruary 22, 2024

Teleflex Reports Fourth Quarter and Full Year 2023 Financial Results

Wayne, PA -- Teleflex Incorporated (NYSE: TFX) (the “Company”) today announced financial results for the fourth quarter ended December 31, 2023.

Fourth quarter financial summary
•Revenues of $773.9 million, reflective of five fewer shipping days year-over-year, up 2.1% compared to the prior year period; up 0.7% on a constant currency basis

•GAAP diluted EPS from continuing operations of $0.66, compared to $1.65 in the prior year period

•Adjusted diluted EPS from continuing operations of $3.38, compared to $3.52 in the prior year period

Full year 2023 financial summary
•Revenues of $2,974.5 million, up 6.6% year-over-year; up 6.5% on a constant currency basis

•GAAP diluted EPS from continuing operations of $7.56, compared to $7.67 in the prior year

•Adjusted diluted EPS from continuing operations of $13.52, compared to $13.06 in the prior year

2024 guidance summary
•GAAP revenue growth guidance range of 3.60% to 4.60%

•Constant currency revenue growth guidance range of 3.75% to 4.75%

•GAAP EPS from continuing operations guidance range of $5.69 to $6.09

•Adjusted diluted EPS from continuing operations guidance range of $13.55 to $13.95


“We demonstrated solid execution during the fourth quarter against a stable to improving macro-environment,” said Liam Kelly, Teleflex's Chairman, President and Chief Executive Officer. "We once again built upon Teleflex’s growth objectives which resulted in 6.5% constant currency revenue growth for 2023. During the year, we expanded our geographic presence, launched new products, and continued to drive efficiencies throughout the business. In addition, we advanced our capital allocation strategy with the close of the Palette Life Sciences AB acquisition in October, 2023 and our integration activities are progressing well. As we look into 2024, we remain committed to our corporate strategy for durable growth."
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NET REVENUE BY SEGMENT
The following table provides information regarding net revenues in each of the Company's reportable operating segments for the three and twelve months ended December 31, 2023 and December 31, 2022 on both a GAAP and constant currency basis.
Three Months Ended% Increase / (Decrease)
December 31, 2023December 31, 2022Reported Revenue GrowthCurrency ImpactConstant Currency Revenue Growth
Americas$450.6$458.0(1.6)%0.3%(1.9)%
EMEA152.4147.83.1%5.8%(2.7)%
Asia88.378.512.5%(0.1)%12.6%
OEM82.673.712.1%1.2%10.9%
Consolidated$773.9$758.02.1%1.4%0.7%

Year Ended% Increase / (Decrease)
December 31, 2023December 31, 2022Reported Revenue GrowthCurrency ImpactConstant Currency Revenue Growth
Americas$1,715.4$1,653.73.7%—%3.7%
EMEA586.2558.45.0%2.2%2.8%
Asia346.9306.313.2%(4.4)%17.6%
OEM326.0272.619.6%0.7%18.9%
Consolidated$2,974.5$2,791.06.6%0.1%6.5%

NET REVENUE BY GLOBAL PRODUCT CATEGORY
The following table provides information regarding net revenues in each of the Company's global product categories for the three and twelve months ended December 31, 2023 and December 31, 2022 on both a GAAP and constant currency basis.
Three Months Ended% Increase / (Decrease)
December 31, 2023December 31, 2022Reported Revenue GrowthCurrency ImpactConstant Currency Revenue Growth
Vascular Access$186.7$186.40.1%1.3%(1.2)%
Interventional135.6125.18.5%1.3%7.2%
Anesthesia98.299.6(1.5)%1.9%(3.4)%
Surgical109.6110.4(0.8)%1.2%(2.0)%
Interventional Urology93.089.24.3%0.1%4.2%
OEM82.673.712.1%1.2%10.9%
Other68.273.6(7.2)%3.0%(10.2)%
Consolidated$773.9$758.02.1%1.4%0.7%
    

Year Ended% Increase / (Decrease)
December 31, 2023December 31, 2022Reported Revenue GrowthCurrency ImpactConstant Currency Revenue Growth
Vascular Access$708.0$683.63.6%0.1%3.5%
Interventional511.4445.014.9%(0.1)%15.0%
Anesthesia390.0388.90.3%0.3%—%
Surgical427.4392.98.8%(0.7)%9.5%
Interventional Urology319.8322.8(0.9)%—%(0.9)%
OEM326.0272.619.6%0.7%18.9%
Other291.9285.22.4%1.1%1.3%
Consolidated$2,974.5$2,791.06.6%0.1%6.5%
    

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OTHER FINANCIAL HIGHLIGHTS
•Depreciation expense, amortization of intangible assets and deferred financing charges for the year ended December 31, 2023 totaled $245.5 million compared to $234.6 million for the prior year period.
•Cash and cash equivalents at December 31, 2023 were $222.8 million compared to $292.0 million at December 31, 2022.
•Net accounts receivable at December 31, 2023 were $443.5 million compared to $408.8 million at December 31, 2022.
•Inventories at December 31, 2023 were $626.2 million compared to $578.5 million at December 31, 2022.


2024 OUTLOOK
On a GAAP basis, the Company expects full year 2024 revenue growth of 3.60% to 4.60%, reflecting our estimate of an approximately 0.15% negative impact of foreign exchange rate fluctuations. On a constant currency basis, the Company expects full year 2024 revenue growth of 3.75% to 4.75% year-over-year.

The Company expects full year 2024 GAAP diluted earnings per share from continuing operations of $5.69 to $6.09, representing a decrease of 24.7% to 19.4%. The Company expects full year 2024 adjusted diluted earnings per share from continuing operations of $13.55 to $13.95, representing growth of 0.2% to 3.2% year-over-year.

Forecasted 2024 Constant Currency Revenue Growth Reconciliation
LowHigh
Forecasted 2024 GAAP revenue growth
3.60%4.60%
Estimated impact of foreign currency exchange rate fluctuations(0.15)%(0.15)%
Forecasted 2024 constant currency revenue growth
3.75%4.75%


Forecasted 2024 Adjusted Diluted Earnings Per Share From Continuing Operations Reconciliation
LowHigh
Forecasted GAAP diluted earnings per share from continuing operations$5.69$6.09
Restructuring, restructuring related and impairment items, net of tax$0.20$0.20
Acquisition, integration and divestiture related items, net of tax$0.34$0.34
Other items, net of tax$—$—
Pension termination and related charges, net of tax
$2.85$2.85
ERP Implementation, net of tax
$0.29$0.29
MDR, net of tax
$0.26$0.26
Intangible amortization expense, net of tax$3.92$3.92
Forecasted adjusted diluted earnings per share from continuing operations, net of tax
$13.55$13.95




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CONFERENCE CALL WEBCAST AND ADDITIONAL INFORMATION
A webcast of Teleflex's fourth quarter 2023 investor conference call can be accessed live from a link on the Company's website at teleflex.com. The call will begin at 8:00 am ET on February 22, 2024.

An audio replay of the investor call will be available beginning at 11:00 am ET on February 22, 2024, either on the Teleflex website or by telephone. The call can be accessed by dialing 1 800 770 2030 (U.S.) or 1 647 362 9199 (all other locations). The confirmation code is 69028.

ADDITIONAL NOTES
References in this release to the impact of foreign currency exchange rate fluctuations on adjusted diluted earnings per share include both the impact of translating foreign currencies into U.S. dollars and the impact of foreign currency exchange rate fluctuations on foreign currency denominated transactions.

In the discussion of segment results, "new products" refers to products for which we initiated commercial sales within the past 36 months and "existing products" refers to products we have sold commercially for more than 36 months.

Certain financial information is presented on a rounded basis, which may cause minor differences. Segment results and commentary exclude the impact of discontinued operations.

NOTES ON NON-GAAP FINANCIAL MEASURES
We report our financial results in accordance with accounting principles generally accepted in the United States, commonly referred to as “GAAP.” In this press release, we provide supplemental information, consisting of the following non-GAAP financial measures: constant currency revenue growth and adjusted diluted earnings per share. These non-GAAP measures are described in more detail below. Management uses these financial measures to assess Teleflex’s financial performance, make operating decisions, allocate financial resources, provide guidance on possible future results, and assist in its evaluation of period-to-period and peer comparisons. The non-GAAP measures may be useful to investors because they provide insight into management’s assessment of our business, and provide supplemental information pertinent to a comparison of period-to-period results of our ongoing operations. The non-GAAP financial measures are presented in addition to results presented in accordance with GAAP and should not be relied upon as a substitute for GAAP financial measures. Moreover, our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.

Tables reconciling changes in historical constant currency net revenues to historical GAAP net revenues are set forth above under “Net Revenue by Segment" and "Net Revenue by Global Product Category". Tables reconciling historical adjusted diluted earnings per share from continuing operations to historical GAAP diluted earnings per share from continuing operations are set forth below.

Constant currency revenue growth: This non-GAAP measure is based upon net revenues, adjusted to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The impact of changes in foreign currency may vary significantly from period to period, and such changes generally are
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outside of the control of our management. We believe that this measure facilitates a comparison of our operating performance exclusive of currency exchange rate fluctuations that do not reflect our underlying performance or business trends.

Adjusted diluted earnings per share: This non-GAAP measure is based upon diluted earnings per share from continuing operations, the most directly comparable GAAP measure, adjusted to exclude, depending on the period presented, the items described below. Management does not believe that any of the excluded items are indicative of our underlying core performance or business trends.

Restructuring, restructuring related and impairment items - Restructuring programs involve discrete initiatives designed to, among other things, consolidate or relocate manufacturing, administrative and other facilities, outsource distribution operations, improve operating efficiencies and integrate acquired businesses. Depending on the specific restructuring program involved, our restructuring charges may include employee termination, contract termination, facility closure, employee relocation, equipment relocation, outplacement and other exit costs associated with the restructuring program. Restructuring related charges are directly related to our restructuring programs and consist of facility consolidation costs, including accelerated depreciation expense related to facility closures, costs to transfer manufacturing operations between locations, and retention bonuses offered to certain employees as an incentive for them to remain with our company after completion of the restructuring program. Impairment charges occur if, due to events or changes in circumstances, we determine that the carrying value of an asset exceeds its fair value. Impairment charges do not directly affect our liquidity, but could have a material adverse effect on our reported financial results.

Acquisition, integration and divestiture related items - Acquisition and integration expenses are incremental charges, other than restructuring or restructuring related expenses, that are directly related to specific business or asset acquisition transactions. These charges may include, among other things, professional, consulting and other fees; systems integration costs; inventory step-up amortization (amortization, through cost of goods sold, of the increase in fair value of inventory resulting from a fair value calculation as of the acquisition date); fair value adjustments to contingent consideration liabilities; and bridge loan facility and backstop financing fees in connection with loan facilities that ultimately were not utilized. Divestiture related activities involve specific business or asset sales. Depending primarily on the terms of a divestiture transaction, the carrying value of the divested business or assets on our financial statements and other costs we incur as a direct result of the divestiture transaction, we may recognize a gain or loss in connection with the divestiture related activities.

Other - These are discrete items that occur sporadically and can affect period-to-period comparisons.

Pension termination and related charges - These adjustments represent charges associated with the planned termination of the Teleflex Incorporated Retirement Income Plan, a frozen U.S. defined benefit pension plan, and related direct incremental costs. These charges and costs do not represent normal and recurring operating expenses, will be inconsistent in amounts and frequency, and are not expected to recur once the plan termination process has been completed. Accordingly, management has excluded these amounts to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.

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European medical device regulation - The European Union (“EU”) has adopted the EU Medical Device Regulation (“MDR”), which replaces the existing Medical Devices Directive (“MDD”) and imposes more stringent requirements for the marketing and sale of medical devices in the EU, including requirements affecting clinical evaluations, quality systems and post-market surveillance. The MDR requirements became effective in May 2021, although certain devices that previously satisfied MDD requirements can continue to be marketed in the EU until May 2024, subject to certain limitations. Significantly, the MDR will require the re-registration of previously approved medical devices. As a result, Teleflex will incur expenditures in connection with the new registration of medical devices that previously had been registered under the MDD. Therefore, these expenditures are not considered to be ordinary course expenditures in connection with regulatory matters (in contrast, no adjustment has been made to exclude expenditures related to the registration of medical devices that were not registered previously under the MDD).

Intangible amortization expense - Certain intangible assets, including customer relationships, intellectual property, distribution rights, trade names and non-competition agreements, initially are recorded at historical cost and then amortized over their respective estimated useful lives. The amount of such amortization can vary from period to period as a result of, among other things, business or asset acquisitions or dispositions.

ERP implementation - These adjustments represent direct and incremental costs incurred in connection with our implementation of a new global enterprise resource planning ("ERP") solution and related IT transition costs. An implementation of this scale is a significant undertaking and will require substantial time and attention of management and key employees. The associated costs do not represent normal and recurring operating expenses and will be inconsistent in amounts and frequency making it difficult to contribute to a meaningful evaluation of our operating performance.

Legal entity rationalization items - These adjustments represent direct and incremental costs and discrete changes affecting our deferred tax liability within income tax expenses incurred in connection with legal entity rationalizations. The associated costs and impact on income tax expense do not represent normal operating expenses and will be inconsistent in amounts and frequency making it difficult to contribute to a meaningful evaluation of our operating performance.

Tax adjustments - These adjustments represent the impact of the expiration of applicable statutes of limitations for prior year returns, the resolution of audits, the filing of amended returns with respect to prior tax years and/or tax law or certain other discrete changes affecting our deferred tax liability.










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Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data)
Three Months Ended December 31, 2023
Gross margin
Selling, general and administrative expenses (1)
Research and development expenses (1)
Operating margin (2)
Income before income taxesIncome tax expenseEffective income tax rateDiluted earnings per share from continuing operations
GAAP Basis55.7%39.5%4.6%10.7%$60.0$28.848.0%$0.66
Adjustments
Restructuring, restructuring related and impairment items (A)0.4(0.1)—2.015.52.60.27
Acquisition, integration and divestiture related items (B)0.2(0.6)—0.21.71.30.01
ERP implementation————(0.2)(0.1)0.00
MDR ——(0.6)0.64.8—0.10
Pension termination costs—(5.9)—5.945.410.40.74
Legal entity rationalization—(0.7)—0.75.3(26.2)0.67
Intangible amortization expense 3.8(2.4)—6.248.64.00.94
Tax adjustments—————0.3(0.01)
Adjustments total4.4(9.7)(0.6)15.6121.1(7.7)2.72
Adjusted basis60.1%29.8%4.0%26.3%$181.1$21.111.6%$3.38


Three Months Ended December 31, 2022
Gross margin
Selling, general and administrative expenses (1)
Research and development expenses (1)
Operating margin (2)
Income before income taxesIncome tax expenseEffective income tax rateDiluted earnings per share from continuing operations
GAAP Basis55.7%30.8%5.6%17.0%$109.4$31.328.6%$1.65
Adjustments
Restructuring, restructuring related and impairment items (A)1.2——3.526.9(6.3)0.70
Acquisition, integration and divestiture related items (B)—(0.4)—0.42.70.10.06
Other items (C)—(0.1)—0.11.10.30.02
MDR ——(1.3)1.410.3—0.22
Intangible amortization expense 3.1(2.4)—5.542.22.30.84
Tax adjustments—————(1.4)0.03
Adjustments total4.3(2.9)(1.3)10.983.2(5.0)1.87
Adjusted basis60.0%27.9%4.3%27.9%$192.6$26.313.6%$3.52


Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues.
(2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues.

Totals may not sum due to rounding.

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Year Ended December 31, 2023
Gross margin
Selling, general and administrative expenses (1)
Research and development expenses (1)
Operating margin (2)
Income before income taxesIncome tax expenseEffective income tax rateDiluted earnings per share from continuing operations
GAAP Basis55.4%32.8%5.2%17.0%$434.0$76.417.6%$7.56
Adjustments
Restructuring, restructuring related and impairment items (A)0.8(0.1)(0.1)1.443.06.70.77
Acquisition, integration and divestiture related items (B)0.10.5—(0.6)(17.7)1.5(0.41)
ERP implementation—(0.1)—0.12.60.60.04
MDR ——(1.0)1.028.4—0.60
Pension termination costs—(1.5)—1.545.510.40.74
Legal entity rationalization—(0.2)—0.25.3(26.2)0.67
Intangible amortization expense 3.2(2.5)—5.9174.010.43.46
Tax adjustments—————(4.4)0.09
Adjustments total4.1(3.9)(1.1)9.5281.1(1.0)5.96
Adjusted basis59.5%28.9%4.1%26.5%$715.1$75.410.5%$13.52

Year Ended December 31, 2022
Gross margin
Selling, general and administrative expenses (1)
Research and development expenses (1)
Operating margin (2)
Income before income taxesIncome tax expenseEffective income tax rateDiluted earnings per share from continuing operations
GAAP Basis54.9%30.9%5.5%17.9%$445.9$83.018.6%$7.67
Adjustments
Restructuring, restructuring related and impairment items (A)1.1——1.952.2(4.0)1.19
Acquisition, integration and divestiture related items (B)—(0.2)—(0.1)(1.8)(1.3)(0.01)
Other items (C)————1.10.30.02
MDR ——(1.4)1.439.7—0.84
Intangible amortization expense 3.2(2.6)—5.9164.16.83.32
Tax adjustments—————(1.4)0.03
Adjustments total4.3(2.8)(1.4)9.1255.30.45.39
Adjusted basis59.2%28.1%4.1%27.0%$701.2$83.411.9%$13.06


Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues.
(2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues.

Totals may not sum due to rounding.


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Tickmarks to Reconciliation Tables
(A)Restructuring, restructuring related and impairment items – For the three months ended December 31, 2023, pre-tax restructuring charges were $11.6 million and restructuring related charges were $3.8 million. For the three months ended December 31, 2022, pre-tax restructuring charges were $17.3 million and restructuring related charges were $9.5 million. For the year ended December 31, 2023, pre-tax restructuring charges were $15.6 million and restructuring related charges were $27.4 million. For the year ended December 31, 2022, pre-tax restructuring charges were $18.8 million; restructuring related charges were $31.9 million, and impairment charges were $1.5 million.
(B)Acquisition, integration and divestiture related items – For the three months ended December 31, 2023, these charges primarily related to the acquisition of Palette Life Sciences AB and the divestiture of respiratory assets. For the three months ended December 31, 2022, these charges related to the acquisition of Standard Bariatrics, Inc. For the year ended December 31, 2023, these charges related to a decrease in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities, the acquisition of Palette Life Sciences AB, and the divestiture of respiratory assets. For the year ended December 31, 2022, these charges related to the acquisition of Standard Bariatrics, Inc., the divestiture of respiratory assets, and the gain related to a sale of a building.
(C)Other – For the three months and year ended December 31, 2022, other items related to charges incurred in connection with a debt extinguishment.


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ABOUT TELEFLEX INCORPORATED

Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. We apply purpose driven innovation - a relentless pursuit of identifying unmet clinical needs - to benefit patients and healthcare providers. Our portfolio is diverse, with solutions in the fields of vascular access, interventional cardiology and radiology, anesthesia, emergency medicine, surgical, urology and respiratory care. Teleflex employees worldwide are united in the understanding that what we do every day makes a difference. For more information, please visit teleflex.com.
Teleflex is the home of Arrow®, Deknatel®, LMA®, Pilling®, QuikClot®, Rusch®, UroLift® and Weck® - trusted brands united
by a common sense of purpose.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements, including, but not limited to, our commitment to our corporate strategy for durable growth; forecasted 2024 GAAP and constant currency revenue growth and GAAP and adjusted diluted earnings per share; and our estimates regarding the projected impact of foreign currency exchange rate fluctuations on our 2024 financial results. Actual results could differ materially from those in the forward-looking statements due to, among other things, delays or cancellations in shipments; demand for and market acceptance of new and existing products; our inability to provide products to our customers, which may be due to, among other things, events that impact key distributors, suppliers and third-party vendors that sterilize our products; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; the inability of acquired businesses to generate revenues in accordance with our expectations; our inability to effectively execute our restructuring plans and programs; our inability to realize anticipated savings from restructuring plans and programs; the impact of 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 enacted tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues and international conflicts and hostilities, such as the ongoing conflicts in the Ukraine and Israel; public health epidemics; difficulties in entering new markets; general economic conditions; and other factors described or incorporated in our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K. We expressly disclaim any obligation to update forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.
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TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months EndedTwelve Months Ended
December 31, 2023December 31, 2022December 31, 2023December 31, 2022
 (Dollars and shares in thousands, except per share)
Net revenues$773,909 $757,996 $2,974,489 $2,791,041 
Cost of goods sold342,492 335,930 1,327,558 1,259,954 
Gross profit431,417 422,066 1,646,931 1,531,087 
Selling, general and administrative expenses260,651 233,375 929,867 863,748 
Research and development expenses35,858 42,755 154,351 153,819 
Pension settlement charge45,244 — 45,244 — 
Restructuring and impairment charges11,644 17,349 15,604 20,299 
Gain on sale of assets and business(4,448)— (4,448)(6,504)
Income from continuing operations before interest, loss on extinguishment of debt and taxes82,468 128,587 506,313 499,725 
Interest expense25,791 19,052 85,082 54,264 
Interest income(3,295)(335)(12,781)(912)
Loss on extinguishment of debt— 454 — 454 
Income from continuing operations before taxes59,972 109,416 434,012 445,919 
Taxes on income from continuing operations28,789 31,303 76,440 83,003 
Income from continuing operations31,183 78,113 357,572 362,916 
Operating (loss) income from discontinued operations(96)589 (1,608)260 
(Benefit) taxes on operating loss from discontinued operations(18)113 (364)37 
(Loss) income from discontinued operations(78)476 (1,244)223 
Net income$31,105 $78,589 $356,328 $363,139 
Earnings per share:
Basic:
Income from continuing operations$0.66 $1.67 $7.61 $7.74 
(Loss) income from discontinued operations— 0.01 (0.03)— 
Net income$0.66 $1.68 $7.58 $7.74 
Diluted:
Income from continuing operations$0.66 $1.65 $7.56 $7.67 
(Loss) income from discontinued operations— 0.01 (0.03)0.01 
Net income$0.66 $1.66 $7.53 $7.68 
Weighted average shares outstanding:
Basic47,002 46,908 46,981 46,898 
Diluted47,301 47,226 47,304 47,309 






11

TELEFLEX INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 2023December 31, 2022
(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents$222,848 $292,034 
Accounts receivable, net443,467 408,834 
Inventories626,216 578,507 
Prepaid expenses and other current assets107,471 125,084 
Prepaid taxes7,404 6,524 
Total current assets1,407,406 1,410,983 
Property, plant and equipment, net479,913 447,205 
Operating lease assets123,521 131,211 
Goodwill2,914,055 2,536,730 
Intangibles assets, net2,501,960 2,306,165 
Deferred tax assets6,748 6,402 
Other assets98,943 89,367 
Total assets$7,532,546 $6,928,063 
LIABILITIES AND EQUITY
Current liabilities
Current borrowings$87,500 $87,500 
Accounts payable132,247 126,807 
Accrued expenses146,880 140,644 
Payroll and benefit-related liabilities146,535 133,092 
Accrued interest5,583 5,332 
Income taxes payable41,453 24,736 
Other current liabilities46,547 63,381 
Total current liabilities606,745 581,492 
Long-term borrowings1,727,572 1,624,023 
Deferred tax liabilities456,080 388,886 
Pension and postretirement benefit liabilities23,989 31,394 
Noncurrent liability for uncertain tax positions3,370 5,805 
Noncurrent operating lease liabilities111,300 120,437 
Other liabilities162,502 154,058 
Total liabilities3,091,558 2,906,095 
Commitments and contingencies
Shareholders’ equity
Common shares, $1 par value Issued: 2023 — 48,046 shares; 2022 — 47,957 shares48,046 47,957 
Additional paid-in capital749,712 715,118 
Retained earnings4,109,736 3,817,304 
Accumulated other comprehensive loss(314,405)(403,522)
4,593,089 4,176,857 
Less: Treasury stock, at cost152,101 154,889 
Total shareholders' equity4,440,988 4,021,968 
Total liabilities and shareholders' equity$7,532,546 $6,928,063 

12

TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Year Ended
December 31, 2023December 31, 2022
(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income$356,328 $363,139 
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (income) from discontinued operations1,244 (223)
Depreciation expense68,144 66,502 
Intangible asset amortization expense173,974 164,088 
Deferred financing costs and debt discount amortization expense3,400 4,053 
Loss on extinguishment of debt— 454 
Pension settlement charge45,244 — 
Fair value step up of acquired inventory sold1,536 — 
Changes in contingent consideration(27,243)2,350 
Assets impairment charges— 1,497 
Stock-based compensation31,465 27,224 
Gain on sale of assets and business(4,448)(6,504)
Deferred income taxes, net(13,046)(13,008)
Payments for contingent consideration(289)(3,016)
Interest benefit on swaps designated as net investment hedges(18,814)(20,880)
Other5,960 (2,906)
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable(15,763)(38,459)
Inventories(41,068)(110,686)
Prepaid expenses and other current assets(11,420)13,420 
Accounts payable, accrued expenses and other liabilities(31,258)(24,786)
Income taxes(12,263)(79,453)
Net cash provided by operating activities from continuing operations511,683 342,806 
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment(91,442)(79,190)
Payments for businesses and intangibles acquired, net of cash acquired(603,920)(198,429)
Proceeds from sales of business and assets15,000 12,434 
Net interest proceeds on swaps designated as net investment hedges63,134 20,775 
Proceeds from sales of investments7,300 7,300 
Purchase of investments(11,300)(22,300)
Net cash used in investing activities from continuing operations(621,228)(259,410)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings646,000 744,250 
Reduction in borrowings(544,750)(884,500)
Debt extinguishment, issuance and amendment fees— (5,200)
Net proceeds from share based compensation plans and the related tax impacts5,190 (4,308)
Payments for contingent consideration(4,004)(3,959)
Dividends paid(63,896)(63,789)
Net cash provided by (used in) financing activities from continuing operations38,540 (217,506)
Cash flows from discontinued operations:
Net cash used in operating activities(1,045)(665)
Net cash provided by investing activities— 1,469 
Net cash (used in) provided by discontinued operations(1,045)804 
Effect of exchange rate changes on cash and cash equivalents2,864 (19,744)
Net decrease in cash and cash equivalents(69,186)(153,050)
Cash and cash equivalents at the beginning of the year292,034 445,084 
Cash and cash equivalents at the end of the year$222,848 $292,034 
13

Contacts:
Teleflex Incorporated:
Lawrence Keusch
Vice President, Investor Relations and Strategy Development

investors.teleflex.com
610-948-2836
14
Fourth Quarter 2023 Earnings Conference Call Teleflex Incorporated Exhibit 99.2

 
2 The release, accompanying slides, and replay webcast are available online at www.teleflex.com (click on Investors) An audio replay of the call will be available beginning at 11:00 am Eastern Time on February 22, 2024 either on the Teleflex website or by telephone. The call can be accessed by dialing 1 800 770 2030 (U.S.) or 1 647 362 9199 (all other locations). The confirmation code is 69028. Conference Call Logistics

 
3 Today’s Speakers Liam Kelly Chairman, President and CEO Lawrence Keusch VP, Investor Relations and Strategy Development Thomas Powell Executive VP and CFO

 
4 This presentation contains forward-looking statements, including, but not limited to our expectations that our ability to offer synthetic buttressing material alongside the unique features of the Titan SGS Stapler should enable us to further address surgeon preferences in the sleeve gastrectomy market; our forecasted 2024 GAAP and constant currency revenue growth, GAAP and adjusted gross and operating margins and GAAP and adjusted earnings per share and, in each case, our estimates with respect to the items expected to impact those forecasted results; our expectation that our performance for the fourth quarter of 2023 and the stable to improving macro environment provides a solid foundation for growth as we head into 2024; our expectation that we will continue to focus on our strategy to drive durable growth and that we will continue to invest in organic and inorganic growth drivers; and other matters which inherently involve risks and uncertainties which could cause actual results to differ from those projected or implied in the forward–looking statements. These risks and uncertainties are addressed in our SEC filings, including our most recent Form 10-K. We expressly disclaim any obligation to update forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation. Note on Forward-Looking Statements Note on Non-GAAP Financial Measures Additional Notes This document contains certain highlights with respect to our fourth quarter 2023 and developments and does not purport to be a complete summary thereof. Accordingly, we encourage you to read our Earnings Release for the quarter ended December 31, 2023 located in the investor section of our website at www.teleflex.com and our Annual Report on Form 10-K for the year ended December 31, 2023 to be filed with the Securities and Exchange Commission. Unless otherwise noted, the following slides reflect continuing operations. This presentation refers to certain non-GAAP financial measures, including, but not limited to, constant currency revenue growth, adjusted diluted earnings per share, adjusted gross and operating margins and adjusted tax rate. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Tables reconciling these non-GAAP financial measures to the most comparable GAAP financial measures are contained within this presentation and the appendices at the end of this presentation.

 
5 Liam Kelly - Chairman, President and CEO Executive Overview

 
6 Q4'23 Highlights ◦ Q4'23 constant currency revenue grew 0.7% year-over-year, reflective of five fewer shipping days compared to the prior year period ◦ Q4'23 adjusted gross margin of 60.1% and adjusted operating margin of 26.3% ◦ Q4'23 adjusted EPS of $3.38, a 4.0% decrease year-over-year Q4 Performance Summary 2024 Financial Guidance Note: See tables appearing in this presentation and the appendices hereto for reconciliations of non-GAAP financial information. ◦ Constant currency revenue growth guidance range of 3.75% to 4.75% ◦ Adjusted diluted EPS from continuing operations guidance of $13.55 to $13.95

 
7 Q4'23 Segment Revenue Review Three Months Ended % Increase/ Decrease Dollars in Millions December 31, 2023 December 31, 2022 Reported Revenue Growth Currency Impact Constant Currency Growth Americas $450.6 $458.0 (1.6)% 0.3% (1.9)% EMEA $152.4 $147.8 3.1% 5.8% (2.7)% Asia $88.3 $78.5 12.5% (0.1)% 12.6% OEM $82.6 $73.7 12.1% 1.2% 10.9% Consolidated $773.9 $758.0 2.1% 1.4% 0.7%

 
8 Q4'23 Global Product Category Revenue Review Three Months Ended % Increase/ Decrease Dollars in Millions December 31, 2023 December 31, 2022 Reported Revenue Growth Currency Impact Constant Currency Growth Vascular Access $186.7 $186.4 0.1% 1.3% (1.2)% Interventional $135.6 $125.1 8.5% 1.3% 7.2% Anesthesia $98.2 $99.6 (1.5)% 1.9% (3.4)% Surgical $109.6 $110.4 (0.8)% 1.2% (2.0)% Interventional Urology $93.0 $89.2 4.3% 0.1% 4.2% OEM $82.6 $73.7 12.1% 1.2% 10.9% Other(1) $68.2 $73.6 (7.2)% 3.0% (10.2)% Consolidated $773.9 $758.0 2.1% 1.4% 0.7% ◦ 1. Includes revenues generated from sales of the Company’s respiratory and urology products (other than interventional urology products). (1) Includes revenues generated from the Company’s respiratory and urology products (other than interventional urology products), and products sold to Medline pursuant to the manufacturing and supply transition agreement executed in June of 2021.

 
9 Clinical and Commercial Updates Peer-reviewed BPH study • Results suggested that within one year of BPH surgery, approximately 1 in 20 patients may require retreatment regardless of whether they receive a TURP, GreenLight, Rezum, or UroLift1 • At one-year, post-procedural complication rate2 was lowest following UroLift (15%) and highest following Rezūm (26%) • The average time to the first complication was the longest for UroLift • At five years, retreatment was lowest for TURP and statistically similar between GreenLight and UroLift3 • The retreatment rate for UroLift is comparable to published controlled trial rates, thereby underscoring the durability of the UroLift System Expanding Titan SGSTM Stapler portfolio • Completed launch activities for the Titan SGS Standard Staple-Line Reinforcement with Gore® Seamguard® Bioabsorbable Staple Line Reinforcement Material4 • The ability to offer synthetic buttressing material alongside the unique features of the Titan SGS Stapler should enable Teleflex to further address surgeon preferences in the sleeve gastrectomy market CAUTION: Federal (USA) law restricts these devices to sale or use by or on the order of a physician. Refer to the Instructions for Use for a complete listing of the indications, contraindications, warnings, and precautions. Information in this document is not a substitute for the product Instructions for Use. Not all products may be available in all countries. 1 Kaplan, Retreatment Rates and Post-procedural Complications are Higher than Expected after BPH Surgeries: A U.S. Healthcare Claims and Utilization Study, Prostate Cancer Dis 2023. 2 Procedural complications were defined as complications requiring a return procedure in the outpatient setting ≥1d post-procedure. 3 Due to Rezum’s recent introduction, only a small number of patients with five-year data were available. As such, surgical retreatment rates were not extrapolated beyond one year. 4 GORE and SEAMGUARD are trademarks of W. L. Gore & Associates, Inc.

 
10 Thomas Powell - Executive VP and CFO Financial Overview

 
11 Q4'23 Financial Review ◦ GAAP gross margin of 55.7% vs. 55.7% in the prior year period ◦ Adjusted gross margin of 60.1%, up 10 bps year-over-year ◦ GAAP operating margin of 10.7% vs. 17.0% in prior year period ◦ Adjusted operating margin of 26.3%, down 160 bps year-over-year Gross margin Operating margin Global revenue growth ◦ GAAP tax rate of 48.0% vs. 28.6% in prior year period ◦ Adjusted tax rate of 11.6% vs. 13.6% in prior year period Effective tax rate ◦ GAAP EPS of $0.66 vs. $1.65 in prior year period ◦ Adjusted EPS of $3.38, down 4.0% year-over-year Earnings per share ◦ Revenue increased 2.1% year-over-year on a GAAP basis ◦ Revenue increased 0.7% year-over-year on a constant currency basis Note: See appendices for reconciliations of non-GAAP financial information.

 
12 2024 Financial Guidance Summary 2024 Guidance Low High GAAP Revenue Growth 3.60% 4.60% Impact of Foreign Exchange Rate Fluctuations (0.15)% (0.15)% Constant Currency Revenue Growth 3.75% 4.75% Adjusted Gross Margin 60.00% 60.75% Adjusted Operating Margin 26.25% 26.75% Adjusted EPS $13.55 $13.95 Adjusted EPS % Growth 0.2% 3.2% Note: See appendices for reconciliations of non-GAAP information Note: See appendices for reconciliations of non-GAAP financial information.

 
13 Key Takeaways We delivered on our financial commitments for 2023 with our diversified portfolio and global footprint driving durable growth. Our execution remains strong, we are launching new products, and our margins remain healthy. The solid fourth quarter performance and stable to improving macro environment provides a solid foundation for growth as we head into 2024. We will continue to focus on our strategy to drive durable growth. We are progressing well with the integration of Palette Life Sciences. And we will continue to invest in organic and inorganic growth drivers.

 
14 14 14 Thank You Teleflex, the Teleflex logo, are trademarks or registered trademarks of Teleflex Incorporated or its affiliates, in the U.S. and/or other countries. © 2023 Teleflex Incorporated. All rights reserved. MCI-2021-0563.

 
15 Appendices

 
16 Non-GAAP Financial Measures The presentation to which these appendices are attached and the following appendices include, among other things, tables reconciling the following applicable non-GAAP financial measures to the most comparable GAAP financial measure: ◦ Constant currency revenue growth. This non-GAAP measure is based upon net revenues, adjusted to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The impact of changes in foreign currency may vary significantly from period to period, and such changes generally are outside of the control of our management. We believe that this measure facilitates a comparison of our operating performance exclusive of currency exchange rate fluctuations that do not reflect our underlying performance or business trends. ◦ Adjusted diluted earnings per share. This non-GAAP measure is based upon diluted earnings per share from continuing operations, the most directly comparable GAAP measure, adjusted to exclude, depending on the period presented, the impact of (i) restructuring, restructuring related and impairment items; (ii) acquisition, integration and divestiture related items; (iii) “other items” identified in the reconciliation tables appearing in Appendices A1, A2, A3, and A4, as applicable; (iv) costs incurred in connection with our implementation of a new global ERP solution and related IT transition costs; (v) pension termination and related charges; (vi) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation; (vii) legal entity rationalization; (viii) intangible amortization expense; and (ix) tax adjustments. Management does not believe that any of the excluded items are indicative of our underlying core performance or business trends. ◦ Adjusted gross profit and margin. These measures exclude, depending on the period presented, the impacts of (i) restructuring, restructuring related and impairment items, (ii) acquisition, integration and divestiture related items and (iii) “other items” identified in the reconciliation tables appearing in Appendices A1, A2, A3, and A4, as applicable. ◦ Adjusted operating profit and margin. These measures exclude, depending on the period presented, the impact of (i) restructuring, restructuring related and impairment items; (ii) acquisitions, integration and divestiture related items; (iii) “other items” identified in the reconciliation tables appearing in Appendices A1, A2, A3, and A4, as applicable; (iv) costs incurred in connection with our implementation of a new global ERP solution and related IT transition costs; (v) pension termination and related charges; (vi) legal entity rationalization; (vii) intangible amortization expense; and (viii) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation. ◦ Adjusted tax rate. This measure is the percentage of the Company’s adjusted taxes on income from continuing operations to its adjusted income from continuing operations before taxes. Adjusted taxes on income from continuing operations excludes, depending on the period presented, the impact of tax benefits or costs associated with (i) restructuring, restructuring related and impairment items; (ii) acquisition, integration and divestiture related items; (iii) “other items” identified in the reconciliation tables appearing in Appendices A1, A2, A3, and A4, as applicable; (iv) costs incurred in connection with our implementation of a new global ERP solution and related IT transition costs; (v) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation; (vi) legal entity rationalization;(vii) intangible amortization expense; and (viii) tax adjustments.

 
17 Non-GAAP Adjustments The following is an explanation of certain of the adjustments that are applied with respect to one or more of the non-GAAP financial measures that appear in the presentation to which these appendices are attached: Restructuring, restructuring related and impairment items - Restructuring programs involve discrete initiatives designed to, among other things, consolidate or relocate manufacturing, administrative and other facilities, outsource distribution operations, improve operating efficiencies and integrate acquired businesses. Depending on the specific restructuring program involved, our restructuring charges may include employee termination, contract termination, facility closure, employee relocation, equipment relocation, outplacement and other exit costs associated with the restructuring program. Restructuring related charges are directly related to our restructuring programs and consist of facility consolidation costs, including accelerated depreciation expense related to facility closures, costs to transfer manufacturing operations between locations, and retention bonuses offered to certain employees as an incentive for them to remain with our company after completion of the restructuring program. Impairment charges occur if, due to events or changes in circumstances, we determine that the carrying value of an asset exceeds its fair value. Impairment charges do not directly affect our liquidity, but could have a material adverse effect on our reported financial results. Acquisition, integration and divestiture related items - Acquisition and integration expenses are incremental charges, other than restructuring or restructuring related expenses, that are directly related to specific business or asset acquisition transactions. These charges may include, among other things, professional, consulting and other fees; systems integration costs; inventory step-up amortization (amortization, through cost of goods sold, of the increase in fair value of inventory resulting from a fair value calculation as of the acquisition date); fair value adjustments to contingent consideration liabilities; and bridge loan facility and backstop financing fees in connection with loan facilities that ultimately were not utilized. Divestiture related activities involve specific business or asset sales. Depending primarily on the terms of a divestiture transaction, the carrying value of the divested business or assets on our financial statements and other costs we incur as a direct result of the divestiture transaction, we may recognize a gain or loss in connection with the divestiture related activities. Other items - These are discrete items that occur sporadically and can affect period-to-period comparisons. Pension termination and related charges - These adjustments represent charges associated with the planned termination of the Teleflex Incorporated Retirement Income Plan, a frozen U.S. defined benefit pension plan, and related direct incremental costs. These charges and costs do not represent normal and recurring operating expenses, will be inconsistent in amounts and frequency, and are not expected to recur once the plan termination process has been completed. Accordingly, management has excluded these amounts to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.

 
18 Non-GAAP Adjustments European medical device regulation - The European Union (“EU”) has adopted the EU Medical Device Regulation (“MDR”), which replaces the existing Medical Devices Directive (“MDD”) and imposes more stringent requirements for the marketing and sale of medical devices in the EU, including requirements affecting clinical evaluations, quality systems and post-market surveillance. The MDR requirements became effective in May 2021, although certain devices that previously satisfied MDD requirements can continue to be marketed in the EU until May 2024, subject to certain limitations. Significantly, the MDR will require the re-registration of previously approved medical devices. As a result, Teleflex will incur expenditures in connection with the new registration of medical devices that previously had been registered under the MDD. Therefore, these expenditures are not considered to be ordinary course expenditures in connection with regulatory matters (in contrast, no adjustment has been made to exclude expenditures related to the registration of medical devices that were not registered previously under the MDD). Legal entity rationalization items - These adjustments represent direct and incremental costs and discrete changes affecting our deferred tax liability within income tax expenses incurred in connection with legal entity rationalizations. The associated costs and impact on income tax expense do not represent normal operating expenses and will be inconsistent in amounts and frequency making it difficult to contribute to a meaningful evaluation of our operating performance. Intangible amortization expense - Certain intangible assets, including customer relationships, intellectual property, distribution rights, trade names and non-competition agreements, initially are recorded at historical cost and then amortized over their respective estimated useful lives. The amount of such amortization can vary from period to period as a result of, among other things, business or asset acquisitions or dispositions. ERP implementation - These adjustments represent direct and incremental costs incurred in connection with our implementation of a new global enterprise resource planning ("ERP") solution and related IT transition costs. An implementation of this scale is a significant undertaking and will require substantial time and attention of management and key employees. The associated costs do not represent normal and recurring operating expenses and will be inconsistent in amounts and frequency making it difficult to contribute to a meaningful evaluation of our operating performance. Tax adjustments - These adjustments represent the impact of the expiration of applicable statutes of limitations for prior year returns, the resolution of audits, the filing of amended returns with respect to prior tax years and/or tax law or certain other discrete changes affecting our deferred tax liability.

 
19 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding. Appendix A1 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Three Months Ended December 31, 2023 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 55.7% 39.5% 4.6% 10.7% $60.0 $28.8 48.0% $0.66 Adjustments Restructuring, restructuring related and impairment items (A) 0.4 (0.1) — 2.0 15.5 2.6 0.27 Acquisition, integration and divestiture related items (B) 0.2 (0.6) — 0.2 1.7 1.3 0.01 ERP implementation — — — — (0.2) (0.1) 0.00 MDR — — (0.6) 0.6 4.8 — 0.10 Pension termination costs — (5.9) — 5.9 45.4 10.4 0.74 Legal entity rationalization — (0.7) — 0.7 5.3 (26.2) 0.67 Intangible amortization expense 3.8 (2.4) — 6.2 48.6 4.0 0.94 Tax adjustments — — — — — 0.3 (0.01) Adjustments total 4.4 (9.7) (0.6) 15.6 121.1 (7.7) 2.72 Adjusted basis 60.1% 29.8% 4.0% 26.3% $181.1 $21.1 11.6% $3.38

 
20 Appendix A2 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Three Months Ended December 31, 2022 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 55.7% 30.8% 5.6% 17.0% $109.4 $31.3 28.6% $1.65 Adjustments Restructuring, restructuring related and impairment items (A) 1.2 — — 3.5 26.9 (6.3) 0.70 Acquisition, integration and divestiture related items (B) — (0.4) — 0.4 2.7 0.1 0.06 Other items (C) — (0.1) — 0.1 1.1 0.3 0.02 MDR — — (1.3) 1.4 10.3 — 0.22 Intangible amortization expense 3.1 (2.4) — 5.5 42.2 2.3 0.84 Tax adjustments — — — — — (1.4) 0.03 Adjustments total 4.3 (2.9) (1.3) 10.9 83.2 (5.0) 1.87 Adjusted basis 60.0% 27.9% 4.3% 27.9% $192.6 $26.3 13.6% $3.52 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding.

 
21 Appendix A3 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Year Ended December 31, 2023 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 55.4% 32.8% 5.2% 17.0% $434.0 $76.4 17.6% $7.56 Adjustments Restructuring, restructuring related and impairment items (A) 0.8 (0.1) (0.1) 1.4 43.0 6.7 0.77 Acquisition, integration and divestiture related items (B) 0.1 0.5 — (0.6) (17.7) 1.5 (0.41) ERP implementation — (0.1) — 0.1 2.6 0.6 0.04 MDR — — (1.0) 1.0 28.4 — 0.60 Pension termination costs — (1.5) — 1.5 45.5 10.4 0.74 Legal entity rationalization — (0.2) — 0.2 5.3 (26.2) 0.67 Intangible amortization expense 3.2 (2.5) — 5.9 174.0 10.4 3.46 Tax adjustments — — — — — (4.4) 0.09 Adjustments total 4.1 (3.9) (1.1) 9.5 281.1 (1.0) 5.96 Adjusted basis 59.5% 28.9% 4.1% 26.5% $715.1 $75.4 10.5% $13.52 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding.

 
22 Appendix A4 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Year Ended December 31, 2022 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 54.9% 30.9% 5.5% 17.9% $445.9 $83.0 18.6% $7.67 Adjustments Restructuring, restructuring related and impairment items (A) 1.1 — — 1.9 52.2 (4.0) 1.19 Acquisition, integration and divestiture related items (B) — (0.2) — (0.1) (1.8) (1.3) (0.01) Other items (C) — — — — 1.1 0.3 0.02 MDR — — (1.4) 1.4 39.7 — 0.84 Intangible amortization expense 3.2 (2.6) — 5.9 164.1 6.8 3.32 Tax adjustments — — — — — (1.4) 0.03 Adjustments total 4.3 (2.8) (1.4) 9.1 255.3 0.4 5.39 Adjusted basis 59.2% 28.1% 4.1% 27.0% $701.2 $83.4 11.9% $13.06 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding.

 
23 Appendix A - Tickmarks (A) Restructuring, restructuring related and impairment items – For the three months ended December 31, 2023, pre-tax restructuring charges were $11.6 million and restructuring related charges were $3.8 million. For the three months ended December 31, 2022, pre-tax restructuring charges were $17.3 million and restructuring related charges were $9.5 million. For the year ended December 31, 2023, pre- tax restructuring charges were $15.6 million and restructuring related charges were $27.4 million. For the year ended December 31, 2022, pre-tax restructuring charges were $18.8 million; restructuring related charges were $31.9 million, and impairment charges were $1.5 million. (B) Acquisition, integration and divestiture related items – For the three months ended December 31, 2023, these charges primarily related to the acquisition of Palette Life Sciences AB and the divestiture of respiratory assets. For the three months ended December 31, 2022, these charges related to the acquisition of Standard Bariatrics, Inc. For the year ended December 31, 2023, these charges related to a decrease in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities, the acquisition of Palette Life Sciences AB, and the divestiture of respiratory assets. For the year ended December 31, 2022, these charges related to the acquisition of Standard Bariatrics, Inc., the divestiture of respiratory assets, and the gain related to a sale of a building. (C) Other – For the three and twelve months ended December 31, 2022, other items related to charges incurred in connection with a debt extinguishment.

 
24 Appendix B - 2024 Adj. Gross and Operating Margin Guidance Reconciliation Low High Forecasted GAAP Gross Margin 56.20% 56.95% Estimated restructuring, restructuring related and impairment items 0.30% 0.30% Estimated acquisition, integration, and divestiture related items —% —% ERP Implementation —% —% Estimated intangible amortization expense 3.50% 3.50% Forecasted Adjusted Gross Margin 60.00% 60.75% Low High Forecasted GAAP Operating Margin 12.00% 12.50% Estimated restructuring, restructuring related and impairment items 0.39% 0.39% Estimated acquisition, integration, and divestiture related items 0.58% 0.58% Estimated other items —% —% Pension termination and related charges 5.64% 5.64% Estimated ERP implementation 0.58% 0.58% Estimated MDR 0.40% 0.40% Estimated intangible amortization expense 6.66% 6.66% Forecasted Adjusted Operating Margin 26.25% 26.75%

 
25 Appendix C – Reconciliation of 2024 Adjusted Earnings Per Share Guidance Low High Forecasted GAAP Diluted Earnings Per Share from continuing operations $5.69 $6.09 Estimated restructuring, restructuring related and impairment items, net of tax $0.20 $0.20 Estimated acquisition, integration, and divestiture related items, net of tax $0.34 $0.34 Estimated other items, net of tax $— $— Pension termination and related charges, net of tax $2.85 $2.85 Estimated ERP implementation, net of tax $0.29 $0.29 Estimated MDR, net of tax $0.26 $0.26 Estimated intangible amortization expense, net of tax $3.92 $3.92 Forecasted Adjusted Diluted Earnings Per Share from continuing operations, net of tax $13.55 $13.95

 
26 Appendix D - 2023 Segment Revenue Review Year Ended % Increase/ Decrease Dollars in Millions December 31, 2023 December 31, 2022 Reported Revenue Growth Currency Impact Constant Currency Growth Americas $1,715.4 $1,653.7 3.7% —% 3.7% EMEA $586.2 $558.4 5.0% 2.2% 2.8% Asia $346.9 $306.3 13.2% (4.4)% 17.6% OEM $326.0 $272.6 19.6% 0.7% 18.9% Consolidated $2,974.5 $2,791.0 6.6% 0.1% 6.5%

 
27 Appendix E - 2023 Global Product Category Revenue Review Year Ended % Increase/ Decrease Dollars in Millions December 31, 2023 December 31, 2022 Reported Revenue Growth Currency Impact Constant Currency Growth Vascular Access $708.0 $683.6 3.6% 0.1% 3.5% Interventional $511.4 $445.0 14.9% (0.1)% 15.0% Anesthesia $390.0 $388.9 0.3% 0.3% —% Surgical $427.4 $392.9 8.8% (0.7)% 9.5% Interventional Urology $319.8 $322.8 (0.9)% —% (0.9)% OEM $326.0 $272.6 19.6% 0.7% 18.9% Other $291.9 $285.2 2.4% 1.1% 1.3% Consolidated $2,974.5 $2,791.0 6.6% 0.1% 6.5% ◦ 1. Includes revenues generated from sales of the Company’s respiratory and urology products (other than interventional urology products).

 
28 Appendix F - 2023 Financial Review - Year Ended December 31, 2023 ◦ GAAP gross margin of 55.4% vs. 54.9% in the prior year period ◦ Adjusted gross margin of 59.5%, up 30 bps year-over-year ◦ GAAP operating margin of 17.0% vs. 17.9% in prior year period ◦ Adjusted operating margin of 26.5%, down 50 bps year-over-year Gross margin Operating margin Global revenue growth ◦ GAAP tax rate of 17.6% vs. 18.6% in prior year period ◦ Adjusted tax rate of 10.5% vs. 11.9% in prior year period Effective tax rate ◦ GAAP EPS of $7.56 vs. $7.67 in prior year period ◦ Adjusted EPS of $13.52, up 3.5% year-over-year Earnings per share ◦ Revenue increased 6.6% year-over-year on a GAAP basis ◦ Revenue increased 6.5% year-over-year on a constant currency basis Note: See appendices for reconciliations of non-GAAP financial information.

 
v3.24.0.1
8-K Cover Page
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name TELEFLEX INCORPORATED
Document Period End Date Feb. 22, 2024
Entity Incorporation, State or Country Code DE
Entity File Number 1-5353
Entity Tax Identification Number 23-1147939
Entity Address, Address Line One 550 E. Swedesford Rd., Suite 400
Entity Address, City or Town Wayne,
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19087
City Area Code (610)
Local Phone Number 225-6800
Title of 12(b) Security Common Stock, par value $1 per share
Trading Symbol TFX
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000096943
Amendment Flag false
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