株探米国株
日本語 英語
エドガーで原本を確認する
0000096943false00000969432025-05-012025-05-01

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) May 1, 2025

TELEFLEX INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
Delaware 1-5353 23-1147939
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
(IRS Employer
Identification No.)
550 E. Swedesford Rd., Suite 400 Wayne, PA 19087
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1 per share TFX New 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 May 1, 2025, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 30, 2025. 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 adjusted revenue growth, adjusted constant currency revenue growth and adjusted diluted earnings per share. Adjusted revenue is based upon net revenues, adjusted to exclude the impact of an increase in reserves for prior years. The reserve, which relates to legislation that requires suppliers of medical devices to the Italian National Healthcare System to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year, was increased as a result of a recent ruling from the Italian courts. The amounts related to the prior years do not represent normal adjustments to revenue, are not expected to recur in future periods and are not recurring in nature, making it difficult to contribute to a meaningful evaluation of our operating performance. Adjusted constant currency revenue growth is based upon net revenues, adjusted to eliminate the impacts related to the Italian payback measure referred to above and 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 these measures facilitate 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) separation costs related to our recently announced strategic actions to separate our organization in RemainCo and NewCo; (iv) the impact from increases in our reserves related to the Italian payback measure pertaining to prior years as described in adjusted revenue; (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) costs incurred in connection with our implementation of a new global enterprise resource planning system and related information technology transition costs; 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 May 1, 2025 to discuss its financial results for the quarter ended March 30, 2025, 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.
        99.1    Earnings Press Release, dated May 1, 2025
        99.2    Earnings Conference Call Slide Presentation
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: May 1, 2025
TELEFLEX INCORPORATED


By: /s/ John R. Deren
Name: John R. Deren
Title: Executive Vice President and
            Chief Financial Officer

        

EX-99.1 2 ex991to5-1x20258xkreearnin.htm EX-99.1 Document

Exhibit 99.1
tfxlogoa.jpg
FOR IMMEDIATE RELEASE May 1, 2025


Teleflex Reports First Quarter Financial Results and Full Year 2025 Outlook

Wayne, PA -- Teleflex Incorporated (NYSE: TFX) (the “Company”) today announced financial results for the first quarter ended March 30, 2025.

First quarter financial summary
•Revenues of $700.7 million, down 5.0% compared to the prior year period; down 3.8% on an adjusted constant currency basis

•GAAP diluted EPS from continuing operations of $2.07, compared to $0.33 in the prior year period

•Adjusted diluted EPS from continuing operations of $2.91, compared to $3.21 in the prior year period

2025 guidance summary
•Raising GAAP revenue growth guidance range to 1.28% to 2.28%

•Maintaining adjusted constant currency revenue growth guidance range of 1.00% to 2.00%

•We expect an impact from tariffs of approximately $55 million in 2025, which will be recorded in cost of goods sold. We are currently evaluating mitigation strategies to reduce this exposure

•Due to the assumption of currently enacted tariffs and separation and acquisition-related expenses, we are lowering GAAP EPS from continuing operations guidance range to $6.51 to $6.91

•Lowering adjusted diluted EPS from continuing operations guidance range to $13.20 to $13.60 due to the assumption of currently enacted tariffs partially offset by the $300 million share repurchase, expense control, and a small benefit from foreign exchange.

•Revised EPS guidance incorporates the completed $300 million accelerated share repurchase

"Our performance for the first quarter was in line with our expectations" said Liam Kelly, Teleflex's Chairman, President and Chief Executive Officer. "Were it not for the impact of tariffs enacted since the issuance of our previous guidance, we project that our full-year results for 2025 would fall within our previously stated guidance ranges. We are evaluating strategies to mitigate our exposure to tariffs and remain highly focused on executing our plan for the year. Finally, in-line with our disciplined capital allocation strategy, we completed our previously announced $300 million accelerated share repurchase on April 9, 2025.”

"On our last call, we announced our intended separation of Teleflex into two independent publicly traded companies, which we believe will enhance value for all Teleflex shareholders. As we expected, since announcing the intended separation, we have received significant third-party interest in acquiring NewCo. With the full support and oversight of the Board, management are continuing to actively explore all options for NewCo with the goal of maximizing shareholder value, including evaluating the potential sale of NewCo in parallel with the potential spin transaction." The following table provides information regarding net revenues in each of the Company's reportable operating segments for the three months ended March 30, 2025 and the comparable prior year period on both a GAAP and adjusted constant currency basis.




NET REVENUE BY SEGMENT
Three Months Ended % Increase / (Decrease)
March 30, 2025 March 31, 2024 Reported Revenue Growth Currency Impact Adjusted Constant Currency Revenue Growth
Americas $475.7 $494.0 (3.7)% (0.5)% (3.2)%
EMEA 151.2 159.6 (5.3)% (2.5)% (2.8)%
Asia 73.8 84.2 (12.4)% (2.7)% (9.7)%
Consolidated $700.7 $737.8 (5.0)% (1.2)% (3.8)%

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 months ended March 30, 2025 and the comparable prior year period on both a GAAP and adjusted constant currency basis.
Three Months Ended % Increase / (Decrease)
March 30, 2025 March 31, 2024 Reported Revenue Growth Currency Impact Adjusted Constant Currency Revenue Growth
Vascular Access $182.4 $181.4 0.6% (1.3)% 1.9%
Interventional 137.5 134.7 2.1% (1.1)% 3.2%
Anesthesia 86.6 96.4 (10.1)% (1.5)% (8.6)%
Surgical 105.8 105.5 0.2% (1.8)% 2.0%
Interventional Urology 71.0 79.7 (11.0)% (0.3)% (10.7)%
OEM 63.9 87.7 (27.2)% (0.4)% (26.8)%
Other 53.5 52.4 1.9% (2.6)% 4.5%
Consolidated $700.7 $737.8 (5.0)% (1.2)% (3.8)%

OTHER FINANCIAL HIGHLIGHTS
•Depreciation expense, amortization of intangible assets and deferred financing charges for the three months ended March 30, 2025 totaled $68.2 million compared to $66.9 million for the prior year period.
•Total cash, cash equivalents and restricted cash equivalents at March 30, 2025 were $317.5 million compared to $327.7 million at December 31, 2024.
•Net accounts receivable at March 30, 2025 were $464.5 million compared to $459.5 million at December 31, 2024.
•Inventories at March 30, 2025 were $644.0 million compared to $600.1 million at December 31, 2024.

2025 OUTLOOK
The Company raised its full year 2025 revenue growth outlook on a GAAP basis to a range of 1.28% to 2.28% from a range of (0.35)% to 0.65%, reflecting our estimate of an approximately 0.17% negative impact of foreign exchange rate fluctuations as compared to our previous estimate of a 1.80% negative impact. On an adjusted constant currency basis, the Company maintained its full year 2025 revenue growth outlook of 1.00% to 2.00%.

The Company lowered its full year 2025 GAAP diluted earnings per share from continuing operations outlook to a range of $6.51 to $6.91 from a range of $8.85 to $9.25 due to the assumption of currently enacted tariffs and separation and acquisition-related expenses.



The Company lowered its full year 2025 adjusted diluted earnings per share from continuing operations guidance to a range of $13.20 to $13.60 from a range of $13.95 to $14.35, representing a decrease of 5.8% to 2.9% year-over-year. The reduction in adjusted earnings per share is due to the assumption of currently announced tariffs partially offset by the $300 million share repurchase, expense control, and a small benefit from foreign exchange.

Forecasted 2025 Adjusted Constant Currency Revenue Growth Reconciliation
Low High
Forecasted 2025 GAAP revenue growth 1.28% 2.28%
Estimated impact of foreign currency exchange rate fluctuations (0.17)% (0.17)%
Prior year Italian payback measure adjustment 0.45% 0.45%
Forecasted 2025 adjusted constant currency revenue growth 1.00% 2.00%

Forecasted 2025 Adjusted Diluted Earnings Per Share From Continuing Operations Reconciliation
Low High
Forecasted GAAP diluted earnings per share from continuing operations $6.51 $6.91
Restructuring, restructuring related, and impairment items, net of tax $0.42 $0.42
Acquisition, integration and divestiture related items, net of tax $0.01 $0.01
Separation costs, net of tax $1.78 $1.78
ERP Implementation, net of tax $0.48 $0.48
MDR, net of tax $0.16 $0.16
Intangible amortization expense, net of tax $3.86 $3.86
Tax adjustments $(0.02) $(0.02)
Forecasted adjusted diluted earnings per share from continuing operations, net of tax $13.20 $13.60

CONFERENCE CALL WEBCAST AND ADDITIONAL INFORMATION
A webcast of Teleflex's first quarter 2025 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 May 1, 2025.

An audio replay of the investor call will be available beginning at 11:00 am ET on May 1, 2025, either on the Teleflex website or by telephone. The call can be accessed by dialing 1 800 770 2030 (U.S. and Canada) or 1 609 800 9909 (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: adjusted revenue, adjusted 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 adjusted constant currency net revenues and adjusted net revenues to historical GAAP net revenues and historical adjusted diluted earnings per share from continuing operations to historical GAAP diluted earnings per share from continuing operations are set forth below.

Adjusted revenue: This non-GAAP measure is based upon net revenues, adjusted to exclude the impact in the year ended December 31, 2024 of an increase in our reserves, and corresponding reduction to revenue within our EMEA segment, for prior years. The reserve relates to the Italian payback measure, a law that requires suppliers of medical devices to the Italian National Healthcare System to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. As a result of a ruling from the Italian courts, we recognized an increase in our reserves during the year ended December 31, 2024, of which $13.8 million related to prior years. The prior year amounts do not represent normal adjustments to revenue, are not expected to recur in future periods and are not recurring in nature, making it difficult to contribute to a meaningful evaluation of our operating performance. Accordingly, management has excluded the $13.8 million prior year amount as it is not indicative of our underlying core performance or business trends.

Adjusted constant currency revenue growth: This non-GAAP measure is based upon net revenues, adjusted to exclude, depending on the period presented, the items described in Adjusted revenue and 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 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, including those related to goodwill and other assets, 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; temporary financing costs directly associated with the transaction, such as bridge loan financing fees, ticking fees, and similar charges, and the impact of derivative instruments executed to hedge foreign currency exposure or other risks associated with the purchase price. 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.

Separation costs - These adjustments represents direct costs related to our recently announced strategic actions to separate Teleflex into RemainCo and NewCo and primarily consist of consulting, legal, tax, and other professional advisory services. 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 after the transaction has been completed.

Italian payback measure - These adjustments represent the exclusion of the impact from increases in our reserves related to the Italian payback measure pertaining to prior years as described in Adjusted revenue.

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 expenses including certain charges stemming from the liquidation of surplus plan assets. 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.




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 December 2027 for highest-risk devices and December 2028 for lower-risk devices, 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.

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.





Reconciliation of Net Revenue (Dollars in millions)
Net revenue by segment
Three Months Ended % Increase / (Decrease)
March 30, 2025 March 31, 2024
Reported revenue Adjustment Adjusted Revenue Reported revenue Adjustment Adjusted Revenue Reported Revenue Growth Currency Impact Adjustment impact Adjusted Constant Currency Revenue Growth
Americas $475.7 $— $475.7 $494.0 $— $494.0 (3.7)% (0.5)% —% (3.2)%
EMEA 151.2 151.2 159.6 159.6 (5.3)% (2.5)% —% (2.8)%
Asia 73.8 73.8 84.2 84.2 (12.4)% (2.7)% —% (9.7)%
Consolidated $700.7 $— $700.7 $737.8 $— $737.8 (5.0)% (1.2)% —% (3.8)%

Net revenue by global product category
Three Months Ended % Increase / (Decrease)
March 30, 2025 March 31, 2024
Reported revenue Adjustment Adjusted Revenue Reported revenue Adjustment Adjusted Revenue Reported Revenue Growth Currency Impact Adjustment impact Adjusted Constant Currency Revenue Growth
Vascular Access $182.4 $— $182.4 $181.4 $— $181.4 0.6% (1.3)% —% 1.9%
Interventional 137.5 137.5 134.7 134.7 2.1% (1.1)% —% 3.2%
Anesthesia 86.6 86.6 96.4 96.4 (10.1)% (1.5)% —% (8.6)%
Surgical 105.8 105.8 105.5 105.5 0.2% (1.8)% —% 2.0%
Interventional Urology 71.0 71.0 79.7 79.7 (11.0)% (0.3)% —% (10.7)%
OEM 63.9 63.9 87.7 87.7 (27.2)% (0.4)% —% (26.8)%
Other 53.5 53.5 52.4 52.4 1.9% (2.6)% —% 4.5%
Consolidated $700.7 $— $700.7 $737.8 $— $737.8 (5.0)% (1.2)% —% (3.8)%




Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data)
Three Months Ended March 30, 2025
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 55.6% 31.8% 5.2% 17.9% $108.9 $13.8 12.7% $2.07
Adjustments
Restructuring, restructuring related, and impairment items (A) 0.7 0.9 6.9 1.2 0.13
Acquisition, integration and divestiture related items (B) 2.5 (2.5) (17.8) 0.8 (0.42)
Separation costs 0.5 3.2 0.07
ERP implementation (0.8) 0.8 5.9 1.0 0.11
MDR (0.2) 0.2 1.3 0.03
Intangible amortization expense 4.1 (2.8) 6.9 47.9 5.3 0.93
Tax adjustments 0.7 (0.01)
Adjustments total 4.8 (1.1) (0.2) 6.8 47.4 9.0 0.84
Adjusted basis 60.4% 30.7% 5.0% 24.7% $156.3 $22.8 14.5% $2.91

Three Months Ended March 31, 2024
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 56.4% 51.6% 5.1% (0.6)% $(25.8) $(41.6) 161.0% $0.33
Adjustments
Restructuring, restructuring related, and impairment items (A) 0.3 (0.1) 0.8 5.8 1.0 0.10
Acquisition, integration and divestiture related items (B) 0.2 (0.2) 0.5 3.4 0.4 0.06
ERP Implementation 0.1
MDR (0.5) 0.3 3.3 0.07
Pension termination costs (18.8) 18.8 138.5 58.2 1.70
Intangible amortization expense 4.2 (2.7) 6.8 50.1 5.1 0.95
Adjustments total 4.7 (21.8) (0.5) 27.2 201.2 64.7 2.88
Adjusted basis 61.1% 29.8% 4.6% 26.6% $175.4 $23.1 13.2% $3.21


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.







Tickmarks to Reconciliation Tables
(A)Restructuring, restructuring related, and impairment items – For the three months ended March 30, 2025, pre-tax restructuring charges were $1.5 million, restructuring related charges were $5.4 million, and there were no pre-tax impairment charges. For the three months ended March 31, 2024, pre-tax restructuring charges were $0.5 million, restructuring related charges were $3.2 million, and pre-tax impairment charges were $2.1 million.
(B)Acquisition, integration and divestiture related items – For the three months ended March 30, 2025, these charges primarily related to the pending acquisition of the Vascular Intervention business of BIOTRONIK SE & Co. KG, which is inclusive of $4.5 million of acquisition costs offset by the recognition of a $22.5 million benefit related to non-designated foreign currency forward contracts entered into to economically hedge against the foreign currency exposure associated with the cash consideration required to complete the acquisition. For the three months ended March 31, 2024, these charges primarily related to the acquisition of Palette Life Sciences AB.

ABOUT TELEFLEX INCORPORATED

As a global provider of medical technologies, Teleflex is driven by our purpose to improve the health and quality of people’s lives. Through our vision to become the most trusted partner in healthcare, we offer a diverse portfolio with solutions in the therapy areas of anesthesia, emergency medicine, interventional cardiology and radiology, surgical, vascular access, and urology. We believe that the potential of great people, purpose driven innovation, and world-class products can shape the future direction of healthcare.

Teleflex is the home of Arrow™, Barrigel™, Deknatel™, LMA™, Pilling™, QuikClot™ Rüsch™, UroLift™ and Weck™ – trusted brands united by a common sense of purpose.

At Teleflex, we are empowering the future of healthcare. For more information, please visit teleflex.com.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements, including, but not limited to, forecasted 2025 GAAP and adjusted constant currency revenue growth and GAAP and adjusted diluted earnings per share; our estimates regarding the projected impact of foreign currency exchange rate fluctuations on our 2025 financial results; statements about our plans to separate certain of our businesses into an independent company, the expected timetable for completing the transaction, the tax-free nature of the transaction, the future financial and operating performance of each company following the transaction, the benefits and synergies of the transaction, strategic and competitive advantages of each company, and future growth and other opportunities for each company.



Actual results could differ materially from those in the forward-looking statements due to, among other things, any changes in or abandonment of the proposed transaction and our ability to satisfy the conditions to the proposed transaction; unanticipated costs and length of time required to comply with legal requirements and regulatory approvals applicable to the transaction; customer and shareholder reaction to the transaction; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; 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, tariffs, sovereign debt issues and international conflicts and hostilities, such as the ongoing conflicts in the Ukraine and the Middle East; 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.



TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 30, 2025 March 31, 2024
 (Dollars and shares in thousands, except per share)
Net revenues $ 700,669  $ 737,849 
Cost of goods sold 311,230  321,715 
Gross profit 389,439  416,134 
Selling, general and administrative expenses 222,710  242,830 
Research and development expenses 36,404  37,299 
Pension settlement charge —  138,139 
Restructuring charges, separation costs and impairment charges 4,755  2,659 
Income (loss) from continuing operations before interest and taxes 125,570  (4,793)
Interest expense 18,544  22,683 
Interest income (1,917) (1,666)
Income (loss) from continuing operations before taxes 108,943  (25,810)
Taxes (benefit) on income from continuing operations 13,839  (41,551)
Income from continuing operations 95,104  15,741 
Operating loss from discontinued operations (133) (587)
Tax benefit on operating loss from discontinued operations (31) (135)
Loss from discontinued operations (102) (452)
Net income $ 95,002  $ 15,289 
Earnings per share:
Basic:
Income from continuing operations $ 2.08  $ 0.33 
Loss from discontinued operations —  (0.01)
Net income $ 2.08  $ 0.32 
Diluted:
Income from continuing operations $ 2.07  $ 0.33 
Loss from discontinued operations —  (0.01)
Net income $ 2.07  $ 0.32 
Weighted average common shares outstanding
Basic 45,782  47,068 
Diluted 45,926  47,394 




TELEFLEX INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 30, 2025 December 31, 2024
(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents $ 284,122  $ 290,188 
Accounts receivable, net 464,523  459,495 
Inventories 643,972  600,133 
Prepaid expenses and other current assets 141,604  117,851 
Prepaid taxes 4,693  3,457 
Total current assets 1,538,914  1,471,124 
Property, plant and equipment, net 518,916  502,852 
Operating lease assets 108,340  108,912 
Goodwill 2,651,886  2,632,314 
Intangible assets, net 2,226,144  2,268,714 
Deferred tax assets 11,773  11,374 
Other assets 107,317  102,624 
Total assets $ 7,163,290  $ 7,097,914 
LIABILITIES AND EQUITY
Current liabilities
Current borrowings $ 100,000  $ 100,000 
Accounts payable 143,037  141,031 
Accrued expenses 150,856  143,167 
Payroll and benefit-related liabilities 108,900  151,263 
Accrued interest 17,020  5,338 
Income taxes payable 49,780  41,318 
Other current liabilities 106,316  67,243 
Total current liabilities 675,909  649,360 
Long-term borrowings 1,807,321  1,555,871 
Deferred tax liabilities 385,670  391,066 
Pension and postretirement benefit liabilities 20,304  20,185 
Noncurrent liability for uncertain tax positions 1,896  1,831 
Noncurrent operating lease liabilities 97,661  99,154 
Other liabilities 79,365  102,307 
Total liabilities 3,068,126  2,819,774 
Commitments and contingencies
Total shareholders' equity 4,095,164  4,278,140 
Total liabilities and shareholders' equity $ 7,163,290  $ 7,097,914 




TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 30, 2025 March 31, 2024
(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income $ 95,002  $ 15,289 
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations 102  452 
Depreciation expense 19,409  15,928 
Intangible asset amortization expense 47,922  50,116 
Deferred financing costs and debt discount amortization expense 851  853 
Pension settlement charge —  138,139 
Fair value step up of acquired inventory sold —  1,722 
Changes in contingent consideration (1,795) 865 
Stock-based compensation 7,826  7,129 
Asset impairment charge —  2,110 
(Gain) loss on non-designated foreign currency forward contracts (23,268) — 
Deferred income taxes, net 372  (58,282)
Interest benefit on swaps designated as net investment hedges (4,239) (3,720)
Other (50) (118)
Changes in assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable (5,104) (9,549)
Inventories (29,489) (11,720)
Prepaid expenses and other assets (13,196) 7,352 
Accounts payable, accrued expenses and other liabilities (27,899) (50,610)
Income taxes receivable and payable, net 6,896  6,888 
   Net cash provided by operating activities from continuing operations 73,340  112,844 
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment (30,011) (38,432)
Payments for businesses and intangibles acquired, net of cash acquired (90) (70)
Insurance settlement proceeds 6,307  — 
Net proceeds on swaps designated as net investment hedges —  13,695 
Purchase of investments (5,000) — 
Net cash used in investing activities from continuing operations (28,794) (24,807)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings 300,000  — 
Reduction in borrowings (49,125) (57,125)
Repurchase of common stock (300,000) — 
Net proceeds from share based compensation plans and related tax impacts 7,348  1,750 
Payments for contingent consideration (56) (72)
Dividends paid (15,191) (16,001)
Debt extinguishment, issuance and amendment fees (2,500) — 
Net cash used in financing activities from continuing operations (59,524) (71,448)
Cash flows from discontinued operations:
Net cash used in operating activities (246) (1,863)
Net cash used in discontinued operations (246) (1,863)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents 5,052  (151)
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents (10,172) 14,575 
Cash, cash equivalents and restricted cash equivalents at the beginning of the period 327,650  222,848 
Cash, cash equivalents and restricted cash equivalents at the end of the period $ 317,478  $ 237,423 





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

investors.teleflex.com
610-948-2836

EX-99.2 3 ex992to5-1x20258xkreq1ea.htm EX-99.2 ex992to5-1x20258xkreq1ea
First Quarter 2025 Earnings Conference Call 5/1/2025 Teleflex Incorporated Exhibit 99.2


 
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 May 1, 2025 either on the Teleflex website or by telephone. The call can be accessed by dialing 1 800 770 2030 (U.S.) or 1 609 800 9909 (all other locations). The confirmation code is 69028. Conference Call Logistics


 
Today’s Speakers TELEFLEX EARNINGS CONFERENCE CALL 5/1/2025 Lawrence Keusch VP, Investor Relations and Strategy Development Liam Kelly Chairman, President and CEO John Deren Executive VP and CFO


 
This presentation contains forward-looking statements, including, but not limited to, our expectations with respect to the market release of new products; our forecasted 2025: GAAP, adjusted revenue and adjusted constant currency 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; statements with respect to our plans to spinoff certain of our businesses into an independent company (“Newco”), the expected timetable for completing the transaction, the tax-free nature of the transaction, the future financial and operating performance of each company following the transaction, the benefits and synergies of the transaction, strategic and competitive advantages of each company, and future growth and other opportunities for each company; statements regarding the potential sale of Newco; statements regarding our proposed acquisition of Biotronik's Vascular Intervention business and the expected timing for completing the acquisition; 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. Any forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our filings with the Securities and Exchange Commission, including our 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. You should not place undue reliance on these statements or the scientific data presented. Note on Forward-Looking Statements TELEFLEX EARNINGS CONFERENCE CALL 5/1/20254 Note on Non-GAAP Financial Measures This presentation refers to certain non-GAAP financial measures, including, but not limited to, adjusted revenue, adjusted 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. Additional Notes This document contains certain highlights with respect to our first quarter 2025 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 March 30, 2025 located in the investor section of our website at www.teleflex.com and our Quarterly Report on Form 10-Q for the quarter ended March 30, 2025 to be filed with the Securities and Exchange Commission. Unless otherwise noted, the following slides reflect continuing operations.


 
Liam Kelly Chairman, President and CEO Executive Overview


 
Q1 Performance Summary ◦ Maintained adjusted constant currency revenue growth guidance range of 1.00% to 2.00% ◦ Decreased the range for adjusted diluted EPS from continuing operations guidance to $13.20 to $13.60, compared to the prior range of $13.95 to $14.35 ◦ Q1'25 adjusted constant currency revenue declined 3.8% year- over-year ◦ Q1'25 adjusted gross margin of 60.4% and adjusted operating margin of 24.7% ◦ Q1'25 adjusted EPS of $2.91, a 9.3% decrease year-over-year Q1'25 Highlights 2025 Financial Guidance Note: See tables appearing in this presentation and the appendices hereto for reconciliations of non-GAAP financial information. TELEFLEX EARNINGS CONFERENCE CALL 5/1/2025


 
Q1'25 Segment Revenue Review TELEFLEX EARNINGS CONFERENCE CALL 5/1/20257 Three Months Ended % Increase/ Decrease Dollars in Millions March 30, 2025 March 31, 2024 Reported Revenue Growth Currency Impact Adjusted Constant Currency Growth Americas $475.7 $494.0 (3.7)% (0.5)% (3.2)% EMEA $151.2 $159.6 (5.3)% (2.5)% (2.8)% Asia $73.8 $84.2 (12.4)% (2.7)% (9.7)% Consolidated $700.7 $737.8 (5.0)% (1.2)% (3.8)% Note: See tables appearing in this presentation and the appendices hereto for reconciliations of non-GAAP financial information.


 
Q1'25 Global Product Category Revenue Review TELEFLEX EARNINGS CONFERENCE CALL 5/1/20258 Three Months Ended % Increase/ Decrease Dollars in Millions March 30, 2025 March 31, 2024 Reported Revenue Growth Currency Impact Adjusted Constant Currency Growth Vascular Access $182.4 $181.4 0.6% (1.3)% 1.9% Interventional $137.5 $134.7 2.1% (1.1)% 3.2% Anesthesia $86.6 $96.4 (10.1)% (1.5)% (8.6)% Surgical $105.8 $105.5 0.2% (1.8)% 2.0% Interventional Urology $71.0 $79.7 (11.0)% (0.3)% (10.7)% OEM $63.9 $87.7 (27.2)% (0.4)% (26.8)% Other(1) $53.5 $52.4 1.9% (2.6)% 4.5% Consolidated $700.7 $737.8 (5.0)% (1.2)% (3.8)% (1) Includes revenues generated from the Company’s respiratory and urology products (other than interventional urology products). Note: See tables appearing in this presentation and the appendices hereto for reconciliations of non-GAAP financial information.


 
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. Expanding Interventional Portfolio – Received FDA 510(k) clearance of the AC3 RangeTM intra-aortic balloon pump (IABP) – The AC3 RangeTM IABP is a compact pump designed to provide reliable, ongoing IABP support across various patient transport modes – Full market release in the United States is expected in the second quarter of 2025 Ringer Perfusion Balloon Catheter (PBC) IDE Study Preliminary Results – Favorable preliminary results with the primary efficacy endpoint observed in 73.3% of participants, which required successful RingerTM PBC delivery and inflation at the perforation site, control of blood leakage into surrounding tissue, and preservation of antegrade coronary flow – Results also showed successful delivery of RingerTM in approximately 87 percent of participants and, of those participants, control of blood leakage into surrounding tissue with perfusion was achieved in approximately 85 percent – These results are intended to support a premarket application for a coronary perforation indication, which was recently submitted to the FDA Clinical and Commercial Updates TELEFLEX EARNINGS CONFERENCE CALL 5/1/20259


 
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. Expanding QuikClot Control+TM Indications – Received FDA clearance of expanded indication to include all grades of internal and external bleeding – QuikClot Control+TM can now be used to support procedures in general surgery, gynecologic surgery, orthopedic surgery, and other areas – QuikClot Control+TM is also cleared for all anatomical sites of use in surgical procedures and bleeding due to injury Clinical and Commercial Updates TELEFLEX EARNINGS CONFERENCE CALL 5/1/202510


 
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. Separation of Teleflex into RemainCo and NewCo – On February 27, we announced the intention to separate Teleflex into two independent publicly traded companies; each with a focused growth strategy and streamlined operations – The transaction is progressing as planned and will drive a simplified operating model, a streamlined manufacturing footprint, and a capital allocation strategy aligned with the growth philosophy and objectives for each of the companies – As expected, following the announcement of the separation, we have received significant inbound interest in acquiring NewCo – Teleflex will continue to be guided by the objective of maximizing shareholder value and are actively exploring all options, including the potential sale of NewCo in parallel with the potential spin BIOTRONIK Vascular Intervention Acquisition – Remain on track to close by the end of the third quarter of 2025, subject to customary closing conditions, including receipt of certain regulatory approvals – The acquisition will add a broad portfolio of therapeutic products to Teleflex’s portfolio of interventional access products, driving an enhanced global presence in the cath lab – The Vascular Intervention business will also establish Teleflex's global footprint in the fast-growing peripheral intervention market, and provide a channel for Teleflex products that currently have a peripheral indication Strategic Updates TELEFLEX EARNINGS CONFERENCE CALL 5/1/202511


 
John Deren Executive VP and CFO Financial Overview


 
Q1'25 Financial Review TELEFLEX EARNINGS CONFERENCE CALL 5/1/202513 Gross margin Operating margin Global revenue growth Effective tax rate Earnings per share ◦ Revenue decreased 5.0% year-over-year on a GAAP basis ◦ Adjusted revenue decreased 3.8% year-over-year on a constant currency basis Note: See appendices for reconciliations of non-GAAP financial information. ◦ GAAP gross margin of 55.6% vs. 56.4% in the prior year period ◦ Adjusted gross margin of 60.4%, down 70 bps year-over-year ◦ GAAP operating margin of 17.9% vs. (0.6)% in prior year period ◦ Adjusted operating margin of 24.7%, down 190 bps year-over-year ◦ GAAP tax rate of 12.7% vs. 161.0% in prior year period ◦ Adjusted tax rate of 14.5% vs. 13.2% in prior year period ◦ GAAP EPS of $2.07 vs. $0.33 in prior year period ◦ Adjusted EPS of $2.91, down 9.3% year-over-year


 
2025 Financial Guidance Summary TELEFLEX EARNINGS CONFERENCE CALL 5/1/202514 2025 Guidance Low High GAAP Revenue Growth 1.28% 2.28% Impact of Foreign Exchange Rate Fluctuations (0.17)% (0.17)% Impact of Prior Year Italian Payback Measure 0.45% 0.45% Adjusted Constant Currency Revenue Growth 1.00% 2.00% Adjusted Gross Margin 58.25% 59.00% Adjusted Operating Margin 24.60% 25.00% Adjusted EPS $13.20 $13.60 Adjusted EPS % Growth (5.8)% (2.9)% Note: See appendices for reconciliations of non-GAAP financial information.


 
TELEFLEX EARNINGS CONFERENCE CALL 5/1/202515 Key Takeaways First quarter performance was in line with our expectations. Headwinds in the quarter were as expected and they continue to represent an approximately $100 million transitory impact to revenues in 2025. Key growth drivers performed well in the first quarter. Additionally, if it were not for the impact of tariffs enacted since the issuance of our previous guidance, we project full- year results for 2025 would fall within our previously stated guidance ranges. We will continue to focus on driving durable growth. We delivered on our commitment to return capital to shareholders through our accelerated share repurchase program, and continue to pursue long term value creation through a separation of our business into two publicly traded companies, while pursuing a potential sale of NewCo in parallel.


 
TELEFLEX EARNINGS CONFERENCE CALL 5/1/202516 Thank You!


 
Appendices


 
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: Adjusted revenue. This non-GAAP measure is based upon net revenues, adjusted to exclude the impact in the year ended December 31, 2024 of an increase in our reserves, and corresponding reduction to revenue within our EMEA segment, for prior years. The reserve relates to the Italian payback measure, a law that requires suppliers of medical devices to the Italian National Healthcare System to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. As a result of a ruling from the Italian courts, we recognized an increase in our reserves in the year ended December 31, 2024, of which $13.8 million related to prior years. The prior year amounts do not represent normal adjustments to revenue, are not expected to recur in future periods and are not recurring in nature, making it difficult to contribute to a meaningful evaluation of our operating performance. Accordingly, management has excluded the $13.8 million prior year amount as it is not indicative of our underlying core performance or business trends. Adjusted constant currency revenue growth. This non-GAAP measure is based upon net revenues, adjusted to exclude, depending on the period presented, the items described in Adjusted revenue and 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) separation costs; (iv) Italian payback measure; (v) costs incurred in connection with our implementation of a new global ERP solution and related IT transition costs; (vi) pension termination and related charges; (vii) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation; (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) Italian payback measure. 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) separation costs; (iv) Italian payback measure; (v) costs incurred in connection with our implementation of a new global ERP solution and related IT transition costs; (vi) pension termination and related charges; (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) separation costs; (iv) Italian payback measure; (v) costs incurred in connection with our implementation of a new global ERP solution and related IT transition costs; (vi) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation; (vii) intangible amortization expense; and (viii) tax adjustments. Non-GAAP Financial Measures TELEFLEX EARNINGS CONFERENCE CALL 5/1/202518


 
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; temporary financing costs directly associated with the transaction, such as bridge loan financing fees, ticking fees, and similar charges, and the impact of derivative instruments executed to hedge foreign currency exposure or other risks associated with the purchase price. 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. Separation costs - These adjustments represents direct costs related to our recently announced strategic actions to separate Teleflex into RemainCo and NewCo and primarily consist of consulting, legal, tax, and other professional advisory services. 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 after the transaction has been completed. Italian payback measure - These adjustments represent the exclusion of the impact from increases in our reserves related to the Italian payback measure pertaining to prior years as described in Adjusted revenue. 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 expenses including certain charges stemming from the liquidation of surplus plan assets. 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. Non-GAAP Adjustments TELEFLEX EARNINGS CONFERENCE CALL 5/1/202519


 
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 December 2027 for highest-risk devices and December 2028 for lower-risk devices, 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. 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. Non-GAAP Adjustments TELEFLEX EARNINGS CONFERENCE CALL 5/1/202520


 
Appendix A1 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) TELEFLEX EARNINGS CONFERENCE CALL 5/1/202521 Three Months Ended March 30, 2025 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 55.6% 31.8% 5.2% 17.9% $108.9 $13.8 12.7% $2.07 Adjustments Restructuring, restructuring related, and impairment items (A) 0.7 — — 0.9 6.9 1.2 0.13 Acquisition, integration and divestiture related items (B) — 2.5 — (2.5) (17.8) 0.8 (0.42) Separation costs — — — 0.5 3.2 — 0.07 ERP implementation — (0.8) — 0.8 5.9 1.0 0.11 MDR — — (0.2) 0.2 1.3 — 0.03 Intangible amortization expense 4.1 (2.8) — 6.9 47.9 5.3 0.93 Tax adjustments — — — — — 0.7 (0.01) Adjustments total 4.8 (1.1) (0.2) 6.8 47.4 9.0 0.84 Adjusted basis 60.4% 30.7% 5.0% 24.7% $156.3 $22.8 14.5% $2.91 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.


 
Three Months Ended March 31, 2024 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 56.4% 51.6% 5.1% (0.6)% $(25.8) $(41.6) 161.0% $0.33 Adjustments Restructuring, restructuring related, and impairment items (A) 0.3 (0.1) — 0.8 5.8 1.0 0.10 Acquisition, integration and divestiture related items (B) 0.2 (0.2) — 0.5 3.4 0.4 0.06 ERP Implementation — — — — 0.1 — — MDR — — (0.5) 0.3 3.3 — 0.07 Pension termination costs — (18.8) — 18.8 138.5 58.2 1.70 Intangible amortization expense 4.2 (2.7) — 6.8 50.1 5.1 0.95 Adjustments total 4.7 (21.8) (0.5) 27.2 201.2 64.7 2.88 Adjusted basis 61.1% 29.8% 4.6% 26.6% $175.4 $23.1 13.2% $3.21 TELEFLEX EARNINGS CONFERENCE CALL 5/1/202522 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 A2 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data)


 
Three Months Ended March 30, 2025 March 30, 2025 March 31, 2024 % Increase / (Decrease) Reported Revenue Adjustment Adjusted Revenue Reported Revenue Adjustment Adjusted Revenue Reported Revenue Growth Currency Impact Adjustment Impact Adjusted Constant Currency Revenue Growth Americas $475.7 $— $475.7 $494.0 $— $494.0 (3.7)% (0.5)% —% (3.2)% EMEA 151.2 — 151.2 159.6 — 159.6 (5.3)% (2.5)% —% (2.8)% Asia 73.8 — 73.8 84.2 — 84.2 (12.4)% (2.7)% —% (9.7)% Consolidated $700.7 $— $700.7 $737.8 $— $737.8 (5.0)% (1.2)% —% (3.8)% TELEFLEX EARNINGS CONFERENCE CALL 2/27/202523 Appendix A3 - Q1'25 Segment Reconciliation of Net Revenue (Dollars in millions)


 
Three Months Ended March 30, 2025 March 30, 2025 March 31, 2024 % Increase / (Decrease) Reported Revenue Adjustment Adjusted Revenue Reported Revenue Adjustment Adjusted Revenue Reported Revenue Growth Currency Impact Adjustment Impact Adjusted Constant Currency Revenue Growth Vascular Access $182.4 $— $182.4 $181.4 $— $181.4 0.6% (1.3)% —% 1.9% Interventional 137.5 — 137.5 134.7 — 134.7 2.1% (1.1)% —% 3.2% Anesthesia 86.6 — 86.6 96.4 — 96.4 (10.1)% (1.5)% —% (8.6)% Surgical 105.8 — 105.8 105.5 — 105.5 0.2% (1.8)% —% 2.0% Interventional Urology 71.0 — 71.0 79.7 — 79.7 (11.0)% (0.3)% —% (10.7)% OEM 63.9 — 63.9 87.7 — 87.7 (27.2)% (0.4)% —% (26.8)% Other(1) 53.5 — 53.5 52.4 — 52.4 1.9% (2.6)% —% 4.5% Consolidated $700.7 $— $700.7 $737.8 $— $737.8 (5.0)% (1.2)% —% (3.8)% TELEFLEX EARNINGS CONFERENCE CALL 2/27/202524 Appendix A4 - Q1'25 Global Product Category Reconciliation of Net Revenue (Dollars in millions) (1) Includes revenues generated from the Company’s respiratory and urology products (other than interventional urology products).


 
TELEFLEX EARNINGS CONFERENCE CALL 5/1/202525 A. Restructuring, restructuring related, and impairment items – For the three months ended March 30, 2025, pre-tax restructuring charges were $1.5 million, restructuring related charges were $5.4 million, and there were no pre-tax impairment charges. For the three months ended March 31, 2024, pre-tax restructuring charges were $0.5 million, restructuring related charges were $3.2 million, and pre-tax impairment charges were $2.1 million. B. Acquisition, integration and divestiture related items – For the three months ended March 30, 2025, these charges primarily related to the pending acquisition of the Vascular Intervention business of BIOTRONIK SE & Co. KG, which is inclusive of $4.5 million of acquisition costs offset by the recognition of a $22.5 million benefit related to non-designated foreign currency forward contracts entered into to economically hedge against the foreign currency exposure associated with the cash consideration required to complete the acquisition. For the three months ended March 31, 2024, these charges primarily related to the acquisition of Palette Life Sciences AB. Appendix A Tickmarks


 
Appendix B - 2025 Adj. Gross and Operating Margin Guidance Reconciliation TELEFLEX EARNINGS CONFERENCE CALL 5/1/202526 Low High Forecasted GAAP Gross Margin 54.05% 54.80% Estimated restructuring, restructuring related, and impairment items 0.56% 0.56% Estimated intangible amortization expense 3.64% 3.64% Forecasted Adjusted Gross Margin 58.25% 59.00% Low High Forecasted GAAP Operating Margin 13.86% 14.26% Estimated restructuring, restructuring related, and impairment items 0.77% 0.77% Estimated acquisition, integration and divestiture related items 0.06% 0.06% Separation costs 2.72% 2.72% Estimated other items 0.01% 0.01% Estimated ERP implementation 0.83% 0.83% Estimated MDR 0.23% 0.23% Estimated intangible amortization expense 6.12% 6.12% Forecasted Adjusted Operating Margin 24.60% 25.00%


 
Appendix C - Reconciliation of 2025 Adjusted Earnings Per Share Guidance TELEFLEX EARNINGS CONFERENCE CALL 5/1/202527 Low High Forecasted GAAP Diluted Earnings Per Share from continuing operations $6.51 $6.91 Estimated restructuring, restructuring related, and impairment items, net of tax $0.42 $0.42 Estimated acquisition, integration and divestiture related items, net of tax $0.01 $0.01 Separation costs, net of tax $1.78 $1.78 Estimated ERP implementation, net of tax $0.48 $0.48 Estimated MDR, net of tax $0.16 $0.16 Estimated intangible amortization expense, net of tax $3.86 $3.86 Tax adjustments $(0.02) $(0.02) Forecasted Adjusted Diluted Earnings Per Share from continuing operations, net of tax $13.20 $13.60